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. 47
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 48
(Check appropriate box or boxes.)
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)
|_| on (date) pursuant to paragraph (b)
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|_| on (date) pursuant to paragraph (a)(1)
|_| 75 days after filing pursuant to paragraph (a)(2)
|_| on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
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October 1, 2009
Prospectus
TOUCHSTONE FUNDS GROUP TRUST
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Long/Short Equity Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
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.
Multiple Classes of Shares are offered in this Prospectus.
The Long/Short Equity Fund may not be suitable for all investors. Consequently, prospective investors should thoroughly review this Prospectus, including all risks and considerations before making an investment. In addition, this Prospectus should be kept for future reference.
Prospectus October 1, 2009 Touchstone Investments Symbol by Share Class A C Touchstone Capital Appreciation Fund TCFAX TCACX Touchstone Core Plus Fixed Income Fund TCPAX TCPCX Touchstone Emerging Markets Equity Fund TEMAX TEFCX Touchstone Global Equity Fund TGEAX TGECX Touchstone Global Real Estate Fund TGAAX TGACX Touchstone International Fixed Income Fund TIFAX TIFCX Touchstone Large Cap Relative Value Fund TRVAX TRVCX Touchstone Long/Short Equity Fund TSEAX TSECX Touchstone Mid Cap Value Fund TCVAX TMFCX Touchstone Small Cap Core Fund TSFAX TSFCX |
Each fund is a series of Touchstone Funds Group Trust (the "Trust"), a group of bond and equity mutual funds. The Trust is part of the Touchstone(R) Funds that also includes Touchstone Investment Trust, a group of taxable bond and money market mutual funds, Touchstone Strategic Trust, a group of equity mutual funds, Touchstone Tax-Free Trust, a group of tax-free bond and money market mutual funds, Touchstone Variable Series Trust, a group of variable series funds and Touchstone Institutional Funds Trust (formerly Constellation Institutional Portfolios), a group of institutional equity mutual funds (the "Touchstone Funds"). Each Touchstone Fund has a different investment goal and risk level. For further information about the Touchstone Funds, contact Touchstone Investments at 1.800.543.0407.
The Funds are managed by Touchstone Advisors, Inc. ("Touchstone Advisors" or the "Advisor"). Touchstone Advisors selects a sub-advisor (each a "Sub-Advisor," collectively the "Sub-Advisors") to manage each Fund's investments on a daily basis.
Table of Contents
Page Capital Appreciation Fund 2 Core Plus Fixed Income Fund 5 Emerging Markets Equity Fund 10 Global Equity Fund 14 Global Real Estate Fund 17 International Fixed Income Fund 21 Large Cap Relative Value Fund 26 Long/Short Equity Fund 29 Mid Cap Value Fund 32 Small Cap Core Fund 35 Investment Strategies and Risks 38 The Funds' Management 43 Choosing a Class of Shares 61 Distribution Arrangements 65 Investing with Touchstone 66 Distributions and Taxes 77 Financial Highlights 78 -------------------------------------------------------------------------------- |
THE FUNDS INVESTMENT GOAL
The Touchstone Capital Appreciation Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Capital Appreciation 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 that the Sub-Advisor, Farr, Miller & Washington, LLC ("FMW"), believes are trading at attractive valuations. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
FMW identifies potential new investments through the use of quantitative screens and qualitative input from the portfolio management team. FMW seeks to identify companies that exhibit a history of consistently high earnings and/or sales growth, high returns on invested capital, and attractive valuation. In evaluating and selecting potential investments for the Fund, FMW conducts in-depth research and analysis of potential new investments in an effort to find leading companies that FMW believes are operating in attractive industries; that have a long-term, stable track record of growing sales and earnings; that have strong balance sheets; that generate high returns on invested capital and strong free cash flow; and that trade at reasonable valuations. The Fund will hold approximately 30 to 40 securities. FMW will generally sell a company for the following reasons: excessive valuation, lack of confidence in the management team, a change in the original investment thesis or deterioration in the fundamentals.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and seek exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.75% 0.75% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.84% 1.84% Total Annual Fund Operating Expenses 2.84% 3.59% Less Fee Waiver and/or Expense Reimbursement(5) 1.65% 1.65% Net Expenses 1.19% 1.94% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.19% and 1.94%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $689 $297 $197 3 Years $1,257 $947 $947 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Core Plus Fixed Income Fund seeks current income. Capital appreciation is a secondary goal.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Core Plus Fixed Income Fund invests, under normal circumstances, at least 80% of its net assets (including borrowings for investment purposes) in fixed income securities. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of U.S. government obligations, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, structured notes, and foreign government debt obligations. U.S. and foreign government obligations include direct government obligations and those of government agencies and instrumentalities. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments of U.S. and foreign corporations. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Bradford & Marzec LLC ("Bradford & Marzec"), to be of comparable quality. The Fund may purchase foreign government securities of both developed and emerging market countries. The Fund will generally invest at least 80% of its total assets in investment-grade debt securities including sovereign debt obligations of developed countries, but may invest up to 20% of its total assets in non-investment grade debt securities, which are sometimes referred to as "junk bonds", including government securities of emerging market countries and non-investment grade corporate bonds. The Fund may invest up to 20% of its assets in securities denominated in a foreign currency.
In selecting investments for the Fund, Bradford & Marzec establishes target weights for each fixed income sector described above. In assessing the relative valuations of these sectors, Bradford & Marzec generally considers whether the securities included within a sector are selling at a discount to Bradford & Marzec's estimate of their intrinsic value. Once sector weights are established, Bradford & Marzec selects fixed income securities within each sector that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. The Fund will generally hold over 200 securities and seeks to be diversified according to issuer, sector, and structure. Bradford & Marzec generally sells a security when it reaches a target price or target yield spread relative to U.S. Treasury securities, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. The Fund may also invest in zero coupon securities. Under normal circumstances, the Fund's effective duration will typically be within 25% (plus or minus) of the effective duration of the Fund's benchmark, the Barclays Capital Aggregate Index, which as of June 30, 2009, was 4.30 years.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments and the risk that the market value of the security can fluctuate dramatically. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
The Fund's U.S. government securities are not guaranteed against price movements due to changing interest rates. Securities issued by some U.S. government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. In addition, securities issued by agencies such as the Federal National Mortgage Association ("Fannie Mae") are supported only by the credit of the issuing agency and any associated collateral. Some government agencies may not be backed by the full faith and credit of the U.S. Government which may increase the risk of loss of investment.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country which could substantially delay or defeat any recovery.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
This Fund should only be purchased by investors seeking high current income with reasonable risk to capital who can withstand share price volatility. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) -------------------------------------------------------------------------------- Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.45% 0.45% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.64% 1.64% Total Annual Fund Operating Expenses 2.34% 3.09% Less Fee Waiver and/or Expense Reimbursement(5) 1.39% 1.39% Net Expenses 0.95% 1.70% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 0.95% and 1.70%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $666 $273 $173 3 Years $1,138 $823 $823 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Emerging Markets Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Emerging Markets Equity Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes) in equity securities, such as common stock, preferred stock, convertible bonds and warrants, of companies located in 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 the Fund, an emerging market is one:
o That is included in the Morgan Stanley Capital International ("MSCI") Emerging Markets Index;
o That is considered by the Sub-Advisor, AGF Investments America Inc. ("AGF"), to have an economy and financial system comparable to countries included in the MSCI Emerging Markets Index; or
o Whose economic activity and capital markets are dependent on emerging market countries. Examples include Hong Kong and Singapore.
The Fund invests in securities of companies operating in a broad range of industries. AGF invests in businesses that it believes are mispriced by the market and that are expected to generate positive and sustainable earnings growth. AGF believes that these companies should be able to achieve positive economic profits over time. In assessing company valuations, AGF uses the Economic Value-Added ("EVA") approach and considers factors such as cash flow return on investment, franchise value, competitive advantage, and investment profile.
In-depth, proprietary fundamental research conducted globally by the team of portfolio managers and analysts is used to seek emerging market securities with sustainable earnings growth prospects that are not recognized by the market, and are priced at attractive valuations. The Fund generally holds 70 to 90 securities and attempts to broadly diversify its investments among securities and countries by limiting its exposure to a particular company or country. The Fund's weight in any individual country is limited to 20% at purchase. AGF 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 opportunities appear more attractive.
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.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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. 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.
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.
Foreign receipts, which include American Depository Receipts ("ADRs") and Global Depository Receipts ("GDRs"), are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of emerging markets investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 1.10% 1.10% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.53% 1.53% Total Annual Fund Operating Expenses 2.88% 3.63% Less Fee Waiver and/or Expense Reimbursement(5) 1.14% 1.14% Net Expenses 1.74% 2.49% -------------------------------------------------------------------------------- |
(1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.)
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.74% and 2.49%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No at End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $742 $352 $252 3 Years $1,314 $1,007 $1,007 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Equity 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, such as common stock, preferred stock and warrants. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. The Fund will invest significantly (generally 40% or more of the Fund's assets) in equity securities of companies domiciled outside the U.S. or with significant business operations and/or assets outside the U.S.
The Fund will invest in equity securities of companies without regard to market capitalization that the Sub-Advisor, Bedlam Asset Management PLC ("Bedlam"), believes are attractively priced in consideration of their growth prospects. For each company considered for inclusion in the Fund, Bedlam assesses the current and expected future fundamentals of the company's industry and sector; evaluates the company's financial statements and its earnings quality; identifies the key drivers of the company's earnings and cash flow; and develops proprietary forecasts of the company's earnings and free cash flow. Bedlam requires a company's expected free cash flow yield or earnings yield over the subsequent two years to be at least 20% greater than Bedlam's estimate of the company's cost of equity capital. The Fund will generally invest in at least eight countries and will hold approximately 30 to 50 securities. Bedlam generally sells a security when it reaches its fair value estimate as determined by Bedlam, when earnings forecasts do not justify the current price, when there has been or there is an expectation of an adverse change in the company's fundamentals or the sector fundamentals, or when other opportunities appear more attractive.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
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.
Foreign receipts, which include ADRs, are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.85% 0.85% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 2.23% 2.23% -------------------------------------------------------------------------------- Total Annual Fund Operating Expenses 3.33% 4.08% Less Fee Waiver and/or Expense Reimbursement(5) 1.99% 1.99% Net Expenses 1.34% 2.09% -------------------------------------------------------------------------------- |
(1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.)
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.34% and 2.09%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $704 $312 $212 3 Years $1,365 $1,060 $1,060 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Real Estate Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Real Estate 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. 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, real estate equity securities include common stocks, preferred stocks, and other equity securities issued by real estate investment trusts ("REITs") and other real estate operating companies that derive the majority of their revenue from the direct or indirect ownership, construction, financing, management, or sale of commercial, industrial, or residential real estate. The Fund will invest significantly (generally 40% or more of the Fund's assets) in real estate equity securities of companies domiciled outside the U.S. or with a majority of their assets or aforementioned real estate activities outside the U.S.
The Fund's Sub-Advisor, Cornerstone Real Estate Advisers LLC ("Cornerstone"), employs a fundamental, research-driven investment process. Cornerstone considers the following factors in selecting real estate equity securities for the Fund:
o Environmental factors that affect real estate such as the macroeconomic environment, cost of capital, investor sentiment for real estate securities, and the fundamental health of global real estate markets.
o Company-specific factors such as valuation, company's management team, competitive strategy, positioning of the real estate portfolio, capital position and access to capital markets, and financial management.
o Real estate, financial markets, and company-specific risks such as management risk (i.e., depth of management and alignment with shareholders), corporate governance, real estate portfolio risk (including location, age and condition of properties), property development risk, property income risk, debt profile, and equity liquidity risk (i.e., the ability to trade the security without materially affecting the price).
After identifying attractive securities for potential inclusion in the Fund, Cornerstone constructs a portfolio generally consisting of 65 to 90 securities. Cornerstone will generally sell a security when its prospects for capital appreciation have diminished, when it reaches fair value, or when another investment option is more attractive.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of a single company. The Fund will concentrate its investments in the real estate industry.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases equity securities, the 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, and 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. 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 on the company's assets in the event of liquidation.
Since the Fund's investments are concentrated in the real estate sector, they are subject to the risk that the real estate sector will underperform the broader market, as well as the risk that issuers in the sector will be impacted by market conditions, legislative or regulatory changes, or competition.
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 are subject to management fees and other expenses that are separate from those of the Fund. Accordingly, the 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.
The securities of issuers that own, construct, manage or sell commercial real estate (e.g. shopping malls) or industrial real estate (e.g. office buildings) may be affected by economic conditions, generally, and specifically by changes in real estate values and property taxes, overbuilding, variations in rental income and vacancy rates in terms of supply and demand, interest rates and changes in tax and regulatory requirements, such as those relating to the environment. Performance of a particular real estate security also may depend on the structure, cash flow, and management skill of the particular company.
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 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.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global real estate investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.80% 0.80% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.84% 1.84% Total Annual Fund Operating Expenses 2.89% 3.64% Less Fee Waiver and/or Expense Reimbursement(5) 1.50% 1.50% Net Expenses 1.39% 2.14% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.39% and 2.14%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $708 $317 $217 3 Years $1,285 $976 $976 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone International Fixed Income Fund seeks total return.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone International Fixed Income 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. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of debt obligations of developed and emerging market governments, their agencies and instrumentalities, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, and debt securities that are convertible into common or preferred stock. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Augustus Asset Managers Limited ("Augustus"), to be of comparable quality. Sovereign debt securities may be denominated in U.S. dollars or a foreign currency. The Fund may invest in securities denominated in U.S. dollars or a foreign currency.
The Fund may invest up to 20% of its total assets in non-investment grade debt securities. The Fund may invest up to 10% of its total assets in debt obligations of emerging market governments, their agencies and instrumentalities. The Fund may invest in forward currency contracts in order to achieve its goals. Forward currency contracts may be used to hedge currency exposure of the Fund's fixed income securities and they may be used to invest in one currency that Augustus expects to appreciate relative to another currency.
Augustus selects the Fund's foreign country and currency compositions based on an evaluation of various macroeconomic factors including, but not limited to, relative interest rates, exchange rates, monetary and fiscal policies, trade, and current account balances. In selecting the Fund's target fixed income sector weights, Augustus assesses the relative valuations of the sectors by determining whether the securities included within a sector are selling at a discount to Augustus' estimate of their intrinsic value. Once country, currency, and sector weights are established, Augustus selects fixed income securities within each sector and country that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. Augustus generally sells a security when it reaches a target price, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. Under normal circumstances, the Fund's effective duration will be within two years (plus or minus) of the effective duration of the Fund's benchmark, the Citigroup World Government Bond Index ex-U.S., which as of June 30, 2009 was 6.60 years.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country, which could substantially delay or defeat any recovery.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking total return who can withstand the share price volatility of international fixed income investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees
(fees paid directly from your investment)
Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 4.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.55% 0.55% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.43% 1.43% Total Annual Fund Operating Expenses 2.23% 2.98% Less Fee Waiver and/or Expense Reimbursement(5) 1.14% 1.14% Net Expenses 1.09% 1.84% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.09% and 1.84%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $680 $287 $187 3 Years $1,129 $814 $814 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Large Cap Relative Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Large Cap Relative Value 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. This is a non-fundamental policy that can be changed by the Fund upon 60 days' prior notice to shareholders. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
The Sub-Advisor, EARNEST Partners LLC ("EARNEST Partners") employs an investment style that seeks to outperform the Russell 1000 Index while attempting to control volatility and risk. In the first step of the investment process, EARNEST Partners screens the relevant universe to identify stocks that it believes are likely to outperform based on their financial characteristics and the current environment. This process seeks to identify the financial and market characteristics, including valuation measures, market trends, operating trends, growth measures, and profitability measures that have been in place when an individual company has produced outstanding performance. In the second step of the investment process, an investment thesis is developed and tested for certain companies identified in the first step. The test generally includes conversations with the company's management team and industry specialists, review of the company's financial reports, analysis of industry and company-specific studies, and independent field research. In the final step of the investment process, EARNEST Partners constructs a portfolio of approximately 50 stocks that EARNEST Partners believes are expected to collectively have the best potential for capital appreciation and are expected to mitigate downside risk. EARNEST Partners will generally sell a stock if the company's prospects deteriorate, or if it identifies another stock expected to have superior return and risk characteristics.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and seek exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and Class C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None -------------------------------------------------------------------------------- Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) -------------------------------------------------------------------------------- Wire Redemption Fee Up to $15 Up to $15 Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.70% 0.70% Distribution and/or Shareholder Service Fees 0.25% 1.00% Other Expenses(4) 1.84% 1.84% -------------------------------------------------------------------------------- Total Annual Fund Operating Expenses 2.79% 3.54% Less Fee Waiver and/or Expense Reimbursement(5) 1.60% 1.60% -------------------------------------------------------------------------------- Net Expenses 1.19% 1.94% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.19% and 1.94%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $689 $297 $197 3 Years $1,247 $937 $937 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Long/Short Equity Fund seeks to achieve long-term capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Long/Short Equity Fund, under normal conditions, invests long in equity securities believed to be undervalued, and takes short positions in securities believed to be overvalued, as determined by the fund's Sub-Advisor, Aronson+Johnson+Ortiz, LP ("AJO").
AJO employs a systematic, disciplined, quantitative investment process based upon an investment philosophy that superior investment results are best achieved by a combination of value, management, and momentum.
AJO screens every stock that trades on a major U.S. exchange for companies that have at least three years of operating history and have sufficient liquidity for both long and short positions, while considering suitability (no bankruptcies, ADRs, gold stocks, or funds). AJO then evaluates each company by examining it relative to its industry peers, using multiple measures within the categories of value, management, and momentum, to derive an excess expected return for each company. The portfolio is constructed with individual security weights driven by combining AJO's estimates of excess expected return and its assessment of risk. AJO seeks to minimize implementation shortfall, defined as the difference between valuation price and execution price, including commissions, dealer spreads, market impact, and opportunity costs.
The Fund is sector-neutral long versus short, meaning it seeks to maintain an equal dollar amount of long positions and short positions within each sector and the Fund in total, and seeks to be widely diversified in terms of industry, fundamental characteristics, and other statistical measures of risk. Under normal market conditions, the Fund will remain fully invested at all times, maintaining cash necessary to collateralize short positions and changes in market value.
AJO's sell discipline is primarily driven by changes in valuations from their ongoing evaluation of the investment universe, after a consideration of transaction costs.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, 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.
The Fund will incur a loss as a result of a short sale if the price of the security sold short increases in value between the date of the short sale and the date on which the Fund purchases the security to replace the borrowed security. 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. The Fund's losses are potentially unlimited in a short sale transaction. Short sales are speculative transactions and involve special risks, including greater reliance on the Sub-Advisor's ability to accurately anticipate the future value of a security. The Fund may short up to 100% of the long portfolio market value.
This Fund should only be purchased by investors seeking long-term capital appreciation who can withstand the share price volatility of long/short investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 1.30% 1.30% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 0.82% 0.89% Total Annual Fund Operating Expenses 2.37% 3.19% Less Fee Waiver and/or Expense Reimbursement(5) 0.62% 0.69% Net Expenses 1.75% 2.50% -------------------------------------------------------------------------------- |
(1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.)
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.75% and 2.50%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $743 $353 $253 3 Years $1,216 $919 $919 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Mid Cap Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Mid Cap Value Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of medium capitalization companies. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a medium capitalization company has a market capitalization within the range of market capitalization represented in the Russell Midcap Index (between $829 million and $12.2 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell Mid Cap Index will change with market conditions.
The Sub-Advisor, Lee Munder Capital Group, LLC ("LMCG") employs a fundamental investment process which seeks to identify companies which it believes are selling at a discount to their intrinsic value. In the first step of the investment process, LMCG employs five valuation screens that seek to identify the most attractively priced mid cap securities. In evaluating and selecting potential investments for the Fund, LMCG completes in-depth research and analysis on the securities that pass the valuation screens in an effort to identify leading companies selling at attractive valuations. The research and analysis include an examination of financial statements and assessments of the management team, the company's competitive strategy and its current market position. LMCG generally limits the Fund's weight in a sector to 10% over or under the sector's weight in the Russell Midcap Value Index, except for the financial sector, which may be underweighted by up to 15%. The Fund will hold approximately 60 to 80 securities. LMCG will generally sell a security when it no longer passes the valuation screens, reaches a price target, or its prospects for appreciation have diminished.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the medium capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these medium companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, medium cap company stocks may be more volatile than stocks of larger companies.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of mid cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and Class C shares of the Fund.
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS A CLASS C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None -------------------------------------------------------------------------------- Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) -------------------------------------------------------------------------------- Wire Redemption Fee Up to $15 Up to $15 ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) -------------------------------------------------------------------------------- Management Fees 0.85% 0.85% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.79% 1.79% Total Annual Fund Operating Expenses 2.89% 3.64% Less Fee Waiver and/or Expense Reimbursement(5) 1.60% 1.60% Net Expenses 1.29% 2.04% -------------------------------------------------------------------------------- (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.29% and 2.04%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Shares Class C Shares Class C Shares 1 Year $699 $307 $207 3 Years $1,276 $967 $967 |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Small Cap Core Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Small Cap Core 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. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a small capitalization company has a market capitalization within the range of market capitalization represented in the Russell 2000 Index (between $78 million and $1.69 billion at the time of its most recent reconstitution on May 31, 2009), the S&P SmallCap 600 Index (between $1 million and $2.12 billion at the time of its most recent reconstitution on March 31, 2009), or the Dow Jones U.S. Small Cap Total Stock Market Index (between $21 million and $4.1 billion at the time of its most recent reconstitution on June 30, 2009) at the time of purchase. The size of the companies in these indices will change with market conditions.
The Sub-Advisor, London Company of Virginia d/b/a The London Company ("TLC"),
seeks to purchase financially stable small-cap companies that TLC believes are
consistently generating high returns on unleveraged operating capital, run by
shareholder-oriented management, and trading at a discount to their respective
private market values. Guiding principles of TLC's small-cap philosophy include:
(1) a focus on cash return on tangible capital, not earnings per share, (2) the
value of a company is determined by cash inflows and outflows discounted by the
optimal cost of capital, (3) a focused investment approach (not diversifying
excessively) is essential to good investment results, and (4) low turnover and
tax sensitivity enhances real returns.
The Fund will hold approximately 30 to 40 securities. TLC invests for the long term and attempts to minimize turnover in an effort to reduce transaction costs and taxes.
TLC utilizes a bottom-up approach in the security selection process. The firm screens a small cap index against an internally developed quantitative model, scoring companies along several dimensions including return on capital, earnings to enterprise value ratio, free cash flow yield, and return on equity. The team seeks companies that are trading at 30-40% discount to intrinsic value. TLC looks at a company's corporate governance structure and management incentives to try to ascertain whether or not management's interests are aligned with shareholders' interests. TLC seeks to identify the sources of a company's competitive advantage as well as what levers management has at its disposal to increase shareholder value. Securities are ultimately added to the Fund when TLC determines that the risk/reward profile of the security has made it attractive to warrant purchase, typically when the security is trading at a low-to-reasonable valuation.
TLC generally sells a security when it becomes overvalued and has reached TLC's price target, when the security's fundamentals deteriorate, to adjust overall portfolio risk, when there is significant trading activity by insiders, or when there is a more promising alternative.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the small capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small cap company stocks may be more volatile than stocks of larger companies.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of small cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class A and C shares of the Fund.
Shareholder Fees (fees paid directly from your investment) Class A Class C -------------------------------------------------------------------------------- Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) 5.75%(1) None Maximum Deferred Sales Charge (as a percentage of original purchase price or the amount redeemed, whichever is less) None(2) 1.00%(3) Wire Redemption Fee Up to $15 Up to $15 -------------------------------------------------------------------------------- |
Annual Fund Operating Expenses (expenses that are deducted from Fund assets) -------------------------------------------------------------------------------- Management Fees 0.85% 0.85% Distribution and/or Shareholder Services Fees 0.25% 1.00% Other Expenses(4) 1.85% 1.85% -------------------------------------------------------------------------------- Total Annual Fund Operating Expenses 2.95% 3.70% Less Fee Waiver and/or Expense Reimbursement(5) 1.61% 1.61% Net Expenses 1.34% 2.09% (1) You may pay a reduced sales charge on very large purchases. (See "Reduced Class A Sales Charge" in this Prospectus.) |
(2) Purchases of $1 million or more do not pay a front-end sales charge, but may pay a contingent deferred sales charge ("CDSC") of 1.00% if shares are redeemed within 1 year of their purchase and compensation was paid to an unaffiliated broker-dealer.
(3) The 1.00% CDSC is not applicable if shares are held for 1 year or longer and may be waived under other circumstances described in this Prospectus.
(4) "Other Expenses" are based on estimated amounts for the current fiscal year.
(5) 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 (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" for Class A shares and Class C shares (including Rule 12b-1 fees) will not exceed 1.34% and 2.09%, respectively.
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 redeem all of your shares at the end of those periods, except as noted. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
Assuming Redemption Assuming No At End of Period Redemption Class A Class C Class C -------------------------------------------------------------------------------- 1 Year $704 $312 $212 3 Years $1,292 $984 $984 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
Can a Fund Depart From its Normal 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 the 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 Funds' 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 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.
What are the Principal Risks of Investing in the Funds?
NEW FUND RISK (ALL FUNDS). The Funds may not grow to a size that is viable for continued operation and may be liquidated due to certain size constraints. A liquidation of a Fund could be done without Shareholder consent and could cause a taxable event for the Shareholder.
EQUITY RISK (EQUITY FUNDS). Investments in equity securities and equity derivatives in general are subject to market risks that may cause their prices to fluctuate over time. The value of securities of individual companies may fluctuate based upon performance of the company and industry as well as economic trends and developments. Fluctuations in the value of equity securities in which a Fund invests will cause the Fund's net asset value to fluctuate. An investment in an equity fund may be more suitable for long-term investors who can bear the risk of these share price fluctuations.
FIXED INCOME RISK (FIXED INCOME 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. While securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates.
CALL RISK (FIXED INCOME 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 a Fund's average weighted maturity to fluctuate, and may require a 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.
CREDIT RISK (FIXED INCOME 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.
EVENT RISK (FIXED INCOME FUNDS). Securities may decline in credit quality and market value due to issuer restructurings, mergers, consolidations, reorganizations, tender or exchange offers, or other factors.
MORTGAGE-BACKED SECURITIES AND ASSET-BACKED SECURITIES (FIXED INCOME 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 worth less than the remaining principal amount owed on the mortgages in the pool. A 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.
U.S. GOVERNMENT SECURITIES AND U.S. GOVERNMENT AGENCIES RISK (CORE PLUS FIXED INCOME FUND). The Fund's 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.
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.
CHANGE IN MARKET CAPITALIZATION (CAPITAL APPRECIATION FUND, LARGE CAP RELATIVE VALUE FUND, MID CAP VALUE FUND, AND SMALL CAP CORE 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 growth, 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.
NON-DIVERSIFICATION RISK (GLOBAL REAL ESTATE FUND, INTERNATIONAL FIXED INCOME FUND, AND SMALL CAP CORE FUND). Subject to federal income tax restrictions relating to the Fund's qualification as a regulated investment company, 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 (ALL FUNDS). 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 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 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 the Fund and in higher net taxable gain for shareholders, and may reduce the Fund's returns.
REITS RISK (EMERGING MARKETS FUND AND GLOBAL REAL ESTATE FUND). REITs are trusts that invest primarily in commercial real estate or real estate-related loans. A Fund may be subject to certain risks associated with the direct investments of the REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. REITs are sensitive to general and local developments, demographic trends, government actions and competition. 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, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code or its failure to maintain exemption from registration under the Investment Company Act of 1940.
FOREIGN RISK (CORE PLUS FIXED INCOME FUND, EMERGING MARKETS EQUITY FUND, GLOBAL EQUITY FUND, GLOBAL REAL ESTATE FUND AND INTERNATIONAL FIXED INCOME FUND). Investing in foreign securities poses unique risks such as fluctuation in currency exchange rates, market illiquidity, price volatility, high trading costs, difficulties in settlement, regulations on stock exchanges, limits on foreign ownership, less stringent accounting, reporting and disclosure requirements, and other considerations. Diplomatic, political or economic developments, including nationalization or appropriation, could affect investments in foreign securities. In the past, equity and debt instruments of foreign markets have had more frequent and larger price changes than those of U.S. markets.
EMERGING MARKET COUNTRIES (CORE PLUS FIXED INCOME FUND, EMERGING MARKETS EQUITY FUND, GLOBAL EQUITY FUND AND INTERNATIONAL FIXED INCOME FUND). Investments in a country that is still relatively underdeveloped involves exposure to economic structures that are generally less diverse and mature than in the U.S. and to political and legal systems that may be less stable. In the past, markets of developing countries have had more frequent and larger price changes than those of developed countries. Economic or political changes may cause larger price changes in these securities than in other foreign securities.
SHORT SALE RISK (LONG/SHORT EQUITY 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. The Fund is also required to segregate 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 was 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 the 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.
What are Some of the Other Risks of Investing in the Funds?
DERIVATIVES (ALL FUNDS). Each Fund may, but is not required to, use derivative instruments for any of the following purposes:
o 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;
o As a substitute for purchasing or selling securities;
o To shorten or lengthen the effective portfolio maturity or duration of tax-exempt bonds;
o To enhance a Fund's potential gain in non-hedging or speculative situations; or
o 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.
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.
Under normal circumstances, derivatives will typically be limited to an amount less than 10% of the Fund's assets.
EXCHANGE-TRADED FUNDS (ALL FUNDS). The Funds may invest in shares of exchange-traded funds ("ETFs"). An ETF is a registered investment company that seeks to track the performance of a particular market index. 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. An investment in an ETF exposes a Fund to the risks of the underlying securities in which the ETF invests. 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.
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. Lending portfolio securities results in additional income, which serves to reduce the amount that would otherwise be payable by the Advisor to the Fund under the Advisor's contractual expense limitation arrangement (see "Contractual Fee Waiver Agreement"). More information on securities lending is available in the SAI.
MARKET DISRUPTION RISK (ALL FUNDS). The United States has recently experienced significant disruption to its 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 the U.S. Government 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 goal.
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 it will be successful in doing so.
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.
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 June 30, 2009, Touchstone Advisors had approximately $5.3 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:
o Level of knowledge and skill
o Performance as compared to its peers or benchmark
o Consistency of performance over 5 years or more
o Level of compliance with investment rules and strategies
o Employees facilities and financial strength
o Quality of service
Touchstone Advisors will also continually monitor each sub-advisor's performance through various analyses and through in-person, telephone and written consultations with the 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 Touchstone 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-advisory agreements.
Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to the Sub-Advisor, custodian, transfer agent and other parties. For its services, Touchstone Advisors is entitled to receive a base investment advisory fee from each Fund at an annualized rate, based on the average daily net assets of the Fund. The fee to be paid to Touchstone Advisors by each Fund during its current fiscal year is set forth below. Touchstone Advisors pays sub-advisory fees to each sub-advisor from its advisory fee.
Name of Fund Annual Fee Rate -------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund 0.75% -------------------------------------------------------------------------------- Touchstone Core Plus Fixed Income Fund 0.45% -------------------------------------------------------------------------------- Touchstone Emerging Markets Equity Fund 1.10% -------------------------------------------------------------------------------- Touchstone Global Equity Fund 0.85% -------------------------------------------------------------------------------- Touchstone Global Real Estate Fund 0.80% -------------------------------------------------------------------------------- Touchstone International Fixed Income Fund 0.55% -------------------------------------------------------------------------------- Touchstone Large Cap Relative Value Fund 0.70% Touchstone Long/Short Equity Fund 1.30% Touchstone Mid Cap Value Fund 0.85% Touchstone Small Cap Core Fund 0.85% -------------------------------------------------------------------------------- |
Contractual Fee Waiver Agreement
Touchstone Advisors has contractually agreed to waive fees and reimburse expenses in order to keep certain Funds' "Net Expenses" (excluding 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 Touchstone's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act) from exceeding the levels set forth below. The contractual limits set forth below have been adjusted to include the effect of Rule 12b-1 fees. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund's average net assets during such month. The fee waivers and expense reimbursements will remain in effect until January 31, 2011.
Fund Contractual Limit on "Net Expenses" -------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund Class A 1.19% Touchstone Capital Appreciation Fund Class C 1.94% Touchstone Core Plus Fixed Income Fund Class A 0.95% Touchstone Core Plus Fixed Income Fund Class C 1.70% Touchstone Emerging Markets Equity Fund Class A 1.74% Touchstone Emerging Markets Equity Fund Class C 2.49% Touchstone Global Equity Fund Class A 1.34% Touchstone Global Equity Fund Class C 2.09% Touchstone Global Real Estate Fund Class A 1.39% Touchstone Global Real Estate Fund Class C 2.14% Touchstone International Fixed Income Fund Class A 1.09% Touchstone International Fixed Income Fund Class C 1.84% Touchstone Large Cap Relative Value Fund Class A 1.19% Touchstone Large Cap Relative Value Fund Class C 1.94% Touchstone Long/Short Equity Fund Class A 1.75% Touchstone Long/Short Equity Fund Class C 2.50% Touchstone Mid Cap Value Fund Class A 1.29% Touchstone Mid Cap Value Fund Class C 2.04% Touchstone Small Cap Core Fund Class A 1.34% Touchstone Small Cap Core Fund Class C 2.09% |
Sub-Advisors
FARR, MILLER & WASHINGTON LLC ("FMW"), an SEC-registered advisor located at 1020 19th Street, NW, Suite 200, Washington, DC, 20036, serves as sub-advisor to the Touchstone Capital Appreciation Fund. As sub-advisor, FMW makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, FMW had approximately $494.9 million in assets under management.
Prior Performance of Similar Accounts Managed by FMW
FMW has been managing large cap growth portfolios since 1996. FMW began maintaining a composite of similarly managed accounts using this strategy on December 31, 1996. This Large Cap Growth composite and the Capital Appreciation Fund have substantially similar investment objectives, policies and strategies. The information for the Large Cap Growth composite is provided to show FMW's past performance in managing the Large Cap Growth composite, as measured against specified market indices. The performance of the Large Cap Growth composite does not represent the historical performance of the Capital Appreciation Fund and should not be considered indicative of future performance of the Capital Appreciation Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the Large Cap Growth composite are not subject to certain investment limitations, diversification or other restrictions imposed by the Investment Company Act of 1940, as amended ("1940 Act") and the Internal Revenue Code of 1986, as amended ("Code") which, if applicable, may have adversely affected the performance results of the Large Cap Growth composite. The results for different periods may vary. All of FMW's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Capital Appreciation Fund are included in the Large Cap Growth composite returns presented below. The performance return information presented below was provided by FMW.
The performance is shown net of the advisory fees charged by FMW to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Capital Appreciation Fund. If the Capital Appreciation Fund's higher expenses were reflected, the Large Cap Growth composite performance presented would be lower. The Large Cap Growth composite's rate of return includes realized and unrealized gains plus income. Returns from cash and cash equivalents in the Large Cap Growth composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The Large Cap Growth composite performance information is calculated in accordance with the Global Investment Performance Standards ("GIPS(R)") created and administered by the CFA Institute. This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
FMW'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* FMW'S LARGE CAP GROWTH COMPOSITE (NET OF FEES) 34.32% -6.10% -8.34% -19.45% 28.89% 9.05% 1.77% 12.05% 4.54% -31.25% 7.34% RUSSELL 1000 GROWTH INDEX (1) 33.16% -22.42% -20.42% -27.88% 29.75% 6.30% 5.26% 9.07% 11.81% -38.44% 11.53% S&P 500 INDEX(2) 21.04% -9.11% -11.89% -22.10% 28.68% 10.88% 4.91% 15.79% 5.49% -37.00% 3.16% |
1 YEAR(3) 3 YEAR(3) 5 YEAR(3) 10 YEAR(3) FMW'S LARGE CAP GROWTH COMPOSITE (NET OF FEES) -31.25% -6.97% -2.22% 0.70% RUSSELL 1000 GROWTH INDEX (1) -38.44% -9.11% -3.42% -4.27% S&P 500 INDEX(2) -37.00% -8.36% -2.19% -1.38% |
* Not Annualized.
(1) The Russell 1000 Growth Index is an index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The S&P 500 Index is an index that includes 500 leading companies in leading industries of the U.S. economy. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.Returns greater than 1 year are annualized.
BRADFORD & MARZEC LLC ("BRADFORD & MARZEC"), an SEC-registered advisor located at 333 S. Hope Street, Suite 4050, Los Angeles, California, 90071, serves as sub-advisor to the Touchstone Core Plus Fixed Income Fund. As sub-advisor, Bradford & Marzec makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bradford & Marzec had approximately $3.6 billion in assets under management.
Prior Performance of Similar Accounts Managed by Bradford & Marzec
Bradford & Marzec has been managing fixed income portfolios since 1984. Bradford & Marzec began maintaining a composite of similarly managed accounts using this strategy on April 1, 1985. This composite and the Core Plus Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bradford & Marzec's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Core Plus Fixed Income Fund and should not be considered indicative of future performance of the Core Plus Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bradford & Marzec' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Core Plus Fixed Income Fund are included in the composite returns presented below. The performance return information presented below was provided by Bradford & Marzec.
The performance is shown net of the advisory fees charged by Bradford & Marzec to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Core Plus Fixed Income Fund. If the Core Plus Fixed Income Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
BRADFORD & MARZEC'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* BRADFORD & MARZEC'S COMPOSITE(NET OF FEES) -0.78% 11.90% 6.73% 8.05% 6.24% 5.34% 2.38% 4.57% 5.68% 4.38% 4.50% BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX (1) -0.82% 11.63% 8.44% 10.26% 4.10% 4.34% 2.43% 4.33% 6.97% 5.24% 1.90% |
SINCE 1 YEAR(2) 3 YEAR(2) 5 YEAR(2) 10 YEAR(2) INCEPTION(3) BRADFORD & MARZEC'S COMPOSITE(NET OF FEES) 4.38% 4.87% 4.46% 5.40% 8.59% BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX (1) 5.24% 5.51% 4.65% 5.63% 8.13% |
* Not Annualized.
(1) The Barclays Capital U.S. Aggregate Bond Index (formerly The Lehman Brothers U.S. Aggregate Index) is comprised of U.S. fixed rate debt issues having a maturity of at least one year and rated investment grade or higher. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is April 1, 1985. The since inception return is as of December 31, 2008.
AGF INVESTMENTS AMERICA, INC. ("AGF"), an SEC-registered advisor located at 53 State Street, Boston, Massachusetts,02109, serves as sub-advisor to the Touchstone Emerging Markets Equity Fund. As sub-advisor, AGF makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, AGF's parent company, AGF Management Limited, had approximately $33.1 billion in assets under management.
Prior Performance of Similar Accounts Managed by AGF
AGF has been managing emerging market portfolios since 2003. AGF began maintaining a composite of similarly managed accounts using this strategy on June 30, 2003. This composite and the Emerging Markets Equity Fund have substantially similar investment objectives, polices and strategies. The information for the composite is provided to show AGF's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Emerging Markets Equity Fund and should not be considered indicative of future performance of the Emerging Markets Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of AGF's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Emerging Markets Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by AGF.
The performance is shown net of the advisory fees charged by AGF to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Emerging Markets Equity Fund. If the Emerging Markets Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance method used to calculate returns is a daily valued return method. Portfolios are valued daily, and the returns are calculated monthly as the compounded daily change in portfolio value. This is also known as a "true time weighted rate of return" method for calculating returns, and is commonly used in calculating performance for investment portfolios. This performance calculation method differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AGF'S HISTORICAL PERFORMANCE COMPOSITE
6/30/03- 01/01/09 - 12/31/03 2004 2005 2006 2007 2008 06/30/09* AGF'S COMPOSITE (NET OF FEES) 36.23% 28.19% 42.79% 43.14% 34.95% -46.50% 39.21% MSCI EMERGING MARKETS INDEX(1) 34.57% 25.95% 34.54% 32.59% 39.78% -53.18% 34.84% |
SINCE 1 YEAR(2) 3 YEAR(2) 5 YEAR(2) INCEPTION(3) AGF'S COMPOSITE (NET OF FEES) -18.50% 7.87% 21.25% 23.51% MSCI EMERGING MARKETS INDEX (1) -27.82% 3.27% 15.08% 17.97% |
* Not Annualized
(1) The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI EMERGING MARKETS INDEX consisted of the following 23 emerging market countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is June 30, 2003. The since inception return is as of December 31, 2008.
BEDLAM ASSET MANAGEMENT PLC ("BEDLAM"), an SEC-registered advisor located at 20 Abchurch Lane, London EC4n 7BB, United Kingdom, serves as sub-advisor to the Touchstone Global Equity Fund. As sub-advisor, Bedlam makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bedlam had approximately $460 million in assets under management.
Prior Performance of Similar Accounts Managed by Bedlam
Bedlam has been managing global equity portfolios since 2002. Bedlam began maintaining a composite of similarly managed accounts using this strategy in December 2002. This composite and the Global Equity Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bedlam's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Equity Fund and should not be considered indicative of future performance of the Global Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bedlam's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by Bedlam.
The performance is shown net of the advisory fees charged by Bedlam to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Equity Fund. If the Global Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
BEDLAM'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09 - 2003 2004 2005 2006 2007 2008 06/30/09* BEDLAM'S COMPOSITE (NET OF FEES) 43.70% 26.11% 32.55% 21.92% 8.55% -37.39% 1.46% MSCI ALL COUNTRY WORLD INDEX (1) N/A 15.75% 11.37% 21.53% 12.18% -41.85% 9.59% MSCI WORLD INDEX(2) N/A 15.25% 10.02% 20.65% 9.57% -40.33% 6.79% |
SINCE 1 YEAR(3) 3 YEAR(3) 5 YEAR(3) INCEPTION(3) BEDLAM'S COMPOSITE(NET OF FEES) -37.39% -6.07% 6.73% 12.16% MSCI ALL COUNTRY WORLD INDEX (1) -41.85% -7.45% 0.44% 5.47% MSCI WORLD INDEX(2) -40.33% -7.61% 0.00% 4.97% |
* Not Annualized.
(1) The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.
(4) The inception date of the composite is December 31, 2002. The since inception return is as of December 31, 2008.
CORNERSTONE REAL ESTATE ADVISERS LLC ("CORNERSTONE") located at 1 Financial Plaza, Suite 1700, Hartford, CT, 06103, serves as sub-advisor to the Touchstone Global Real Estate Fund. As sub-advisor, Cornerstone makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Cornerstone had approximately $8.16 billion in assets under management.
Prior Performance of Similar Accounts Managed by Cornerstone
Cornerstone has been managing global real estate portfolios since June 4, 2007. Cornerstone began maintaining a composite of similarly managed accounts using this strategy on July 31, 2007. This composite and the Global Real Estate Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Cornerstone's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Real Estate Fund and should not be considered indicative of future performance of the Global Real Estate Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Cornerstone's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Real Estate Fund are included in the composite returns presented below. The performance return information presented below was provided by Cornerstone.
The performance is shown net of the advisory fees charged by Cornerstone to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Real Estate Fund. If the Global Real Estate Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
CORNERSTONE'S HISTORICAL PERFORMANCE COMPOSITE
7/31/07- 01/01/09 - 12/31/07 2008 06/30/09* CORNERSTONE'S COMPOSITE (NET OF FEES) 0.22% -46.70% 3.26% FTSE EPRA/NAREIT DEVELOPED INDEX (1) -2.11% -47.73% 5.88% 1 YEAR(2) SINCE INCEPTION(3) CORNERSTONE'S COMPOSITE (NET OF FEES) -46.70% -35.76% FTSE EPRA/NAREIT DEVELOPED INDEX (1) -47.73% -37.68% |
* Not Annualized
(1) The FTSE EPRA/NAREIT Developed Index is an index that measures the general trends in eligible real estate equities worldwide. Relevant real estate activities are defined as the ownership, disposure and development of income-producing real estate. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is July 31, 2007. The since inception return is as of December 31, 2008.
AUGUSTUS ASSET MANAGERS LIMITED ("AUGUSTUS"), an SEC-registered advisor located at One Rockefeller Plaza, 21st Floor, New York, New York, 10020, serves as sub-advisor to the Touchstone International Fixed Income Fund. As sub-advisor, Augustus makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Augustus had approximately $8.8 billion in assets under management.
Prior Performance of Similar Accounts Managed by Augustus
Augustus has been managing international fixed income portfolios since 1984. Augustus began maintaining a similarly managed account using this strategy on January 1, 1985. This account and the International Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the account is provided to show Augustus' past performance in managing the account, as measured against specified market indices. The performance of the account does not represent the historical performance of the International Fixed Income Fund and should not be considered indicative of future performance of the International Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the account is not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the account. The results for different periods may vary. All of Augustus' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the International Fixed Income Fund are included in the account returns presented below. The performance return information presented below was provided by Augustus.
The performance is shown net of the advisory fees charged by Augustus to its clients included in the account. It has not been adjusted to reflect the higher expenses of the International Fixed Income Fund. If the International Fixed Income Fund's higher expenses were reflected, the account performance presented would be lower. The account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the account are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AUGUSTUS' HISTORICAL PERFORMANCE ACCOUNT
01/01/09 - 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* AUGUSTUS' ACCOUNT (NET OF FEES) -5.16%* -2.52% -4.01% 17.56% 18.96% 12.41% -7.28% 3.54% 10.48% 8.59% 0.34% CITIGROUP WORLD GOVERNMENT BOND INDEX EX-US (1) -5.08% -2.64% -3.55% 21.99% 18.52% 12.13% -9.20% 6.94% 11.45% 10.10% -0.62% |
*Gross Return
1 YEAR(2) 3 YEAR(2) 5 YEAR(2) 10 YEAR(2) AUGUSTUS' ACCOUNT (NET OF FEES) 4.26% 7.17% 5.70% 5.80% CITIGROUP WORLD GOVERNMENT BOND INDEX EX-US (1) 10.10% 9.48% 5.97% 6.84% |
* Not Annualized
(1) The Citigroup World Government Bond Index ex-US is an index that measures the performance of the most significant and liquid government bond markets globally that carry at least an investment grade rating. Currently, the index includes bonds issued by the governments of 21 developed counties. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
EARNEST PARTNERS LLC ("EARNEST PARTNERS"), an SEC-registered advisor located at 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309, serves as sub-advisor to the Touchstone Large Cap Relative Value Fund. As sub-advisor, EARNEST Partners makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, EARNEST Partners had approximately $14.3 billion in assets under management.
Prior Performance of Similar Accounts Managed by EARNEST Partners
EARNEST Partners has been managing large cap value portfolios since 1999. EARNEST Partners began maintaining a composite of similarly managed accounts using this strategy on June 30, 2002. This composite and the Large Cap Relative Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show EARNEST Partners' past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Large Cap Relative Value Fund and should not be considered indicative of future performance of the Large Cap Relative Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of EARNEST Partners' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Large Cap Relative Value Fund are included in the composite returns presented below. The performance return information presented below was provided by EARNEST Partners.
The performance is shown net of the advisory fees charged by EARNEST Partners to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Large Cap Relative Value Fund. If the Large Cap Relative Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
EARNEST PARTNERS' HISTORICAL PERFORMANCE COMPOSITE
6/30/02- 01/01/09- 12/31/02 2003 2004 2005 2006 2007 2008 06/30/09* EARNEST PARTNERS' COMPOSITE (NET OF FEES) -10.35% 31.89% 14.59% 15.82% 13.03% 6.07% -40.68% 7.44% RUSSELL 1000 VALUE INDEX (1) -4.78% 30.03% 16.49% 7.05% 22.25% -0.17% -36.85% 2.87% |
SINCE 1 YEAR(2) 3 YEAR(2) 5 YEAR(2) INCEPTION(3) EARNEST PARTNERS' COMPOSITE(NET OF FEES) -40.68% -10.07% -0.41% 2.47% RUSSELL 1000 VALUE INDEX (1) -36.85% -8.32% -0.79% 1.60% |
* Not Annualized.
(1) The Russell 1000Value Index is an index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is June 30, 2002. The since inception return is as of December 31, 2008.
ARONSON+JOHNSON+ORTIZ ("AJO"), an SEC-registered advisor located at 230 South Broad Street, 20th Floor, Philadelphia, Pennsylvania, 19102, serves as sub-advisor to the Touchstone Long/Short Equity Fund. As sub-advisor, AJO makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, AJO had approximately $17.37 billion in assets under management.
Prior Performance of Similar Accounts Managed by AJO
AJO has been managing Long/Short portfolios since 1997. AJO began maintaining a composite of similarly managed accounts using this strategy on January 15, 1997. This composite and the Long/Short Equity Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show AJO's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Long/Short Equity Fund and should not be considered indicative of future performance of the Long/Short Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of AJO's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Long/Short Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by AJO.
The performance is shown net of the advisory fees charged by AJO to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Long/Short Equity Fund. If the Long/Short Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AJO'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* AJO'S COMPOSITE (NET OF FEES) -27.40% 29.50% 14.30% 13.10% -2.30% 1.30% 4.80% 6.80% 0.30% 10.10% -7.40% CITIGROUP 3-MONTH T-BILL INDEX (1) 4.70% 6.00% 4.10% 1.70% 1.10% 1.20% 3.00% 4.80% 4.70% 1.80% 0.10% |
SINCE 1 YEAR(2) 3 YEAR(2) 5 YEAR(2) 10 YEAR(2) INCEPTION(3) AJO'S COMPOSITE (NET OF FEES) 10.20% 5.60% 4.60% 4.00% 6.20% CITIGROUP 3-MONTH T-BILL INDEX (1) 1.80% 3.80% 3.10% 3.30% 3.60% |
* Not Annualized.
(1) The Citigroup 3-Month T-Bill Index is an index that measures monthly return equivalents of yield averages that are not marked to market. The Three-Month Treasury Bill Indexes consist of the last three three-month Treasury bill issues. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is January 15, 1997. The since inception return is as of December 31, 2008.
LEE MUNDER CAPITAL GROUP, LLC ("LMCG"), an SEC-registered investment adviser located at 200 Clarendon Street, 28th Floor, Boston, MA, 02116, serves as sub-advisor to the Touchstone Mid Cap Value Fund. As sub-advisor, LMCG makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, LMCG had approximately $3.3 million in assets under management.
Prior Performance of Similar Accounts Managed by LMCG
LMCG has been managing mid cap value portfolios since 2005. LMCG began maintaining a composite of similarly managed accounts using this strategy on October 1, 2005. This composite and the Mid Cap Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show LMCG's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Mid Cap Value Fund and should not be considered indicative of future performance of the Mid Cap Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of LMCG's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Mid Cap Value Fund are included in the composite returns presented below. The performance return information presented below was provided by LMCG.
The performance is shown net of the advisory fees charged by LMCG to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Mid Cap Value Fund. If the Mid Cap Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
LMCG'S HISTORICAL PERFORMANCE COMPOSITE
10/1/05 - 01/01/09 - 12/31/05 2006 2007 2008 06/30/09* LMCG'S COMPOSITE (NET OF FEES) 2.20% 17.40% 0.00% -28.30% 13.20% RUSSELL MIDCAP VALUE INDEX (1) 1.30% 20.20% -1.40% -38.40% 3.19% |
SINCE 1 YEAR(2) 3 YEAR(2) INCEPTION(3) LMCG'S COMPOSITE (NET OF FEES) -28.25% -5.56% -4.50% RUSSELL MIDCAP VALUE INDEX (1) -38.44% -9.98% -8.87% |
* Not Annualized.
(1) The Russell MidCap Value Index is an index that measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is October 1, 2005. The since inception return is as of December 31, 2008.
LONDON COMPANY OF VIRGINIA D/B/A THE LONDON COMPANY ("TLC"), an SEC-registered advisor located at 1801 Bayberry Court, Suite 301, Richmond, Virginia, 23226, serves as sub-advisor to the Touchstone Small Cap Core Fund. As sub-advisor, TLC makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, TLC had approximately $940 million in assets under management.
Prior Performance of Similar Accounts Managed by TLC
TLC has been managing small cap core portfolios since 1999. TLC began maintaining a composite of similarly managed accounts using this strategy on September 30, 1999. This composite and the Small Cap Core Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show TLC's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Small Cap Core Fund and should not be considered indicative of future performance of the Small Cap Core Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of TLC' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Small Cap Core Fund are included in the composite returns presented below. The performance return information presented below was provided by TLC.
The performance is shown net of the advisory fees charged by TLC to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Small Cap Core Fund. If the Small Cap Core Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, excluding accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
TLC'S HISTORICAL PERFORMANCE COMPOSITE
9/30/99- 01/01/09- 12/31/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* TLC'S COMPOSITE (NET OF FEES) 0.71% 20.97% 12.96% 0.06% 47.15% 40.35% -3.53% 41.59% 6.74% -32.22% 9.10% RUSSELL 2000 INDEX (1) 18.44% -3.02% 2.49% -20.48% 47.25% 18.33% 4.55% 18.37% -1.57% -33.79% 2.64% |
SINCE 1 YEAR(2) 3 YEAR(2) 5 YEAR(2) INCEPTION(3) TLC'S COMPOSITE(NET OF FEES) -32.22% 0.80% 6.76% 11.82% RUSSELL 2000 INDEX (1) -33.79% -8.28% -0.93% 3.16% |
* Not Annualized.
(1) The Russell 2000 Index is an index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000(R) Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is September 30, 1999. The since inception return is as of December 31, 2008.
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 will be included in the Trust's March 31, 2010 Semi-Annual Report.
Portfolio Managers
The Touchstone Capital Appreciation Fund is managed by Michael Farr and Taylor McGowan. The Touchstone Core Plus Fixed Income Fund is managed by Edward Bradford, Zelda Marzec, Douglas Lopez, Jeff Brothers, Graham Allen and Terence Reidt. The Touchstone Emerging Markets Equity Fund is managed by Patricia Perez-Coutts and Stephen Way. The Touchstone Global Equity Fund is managed by Jonathan Compton and Ian McCallum. The Touchstone Global Real Estate Fund is managed by Dave Wharmby and Scott Westphal. The Touchstone International Fixed Income Fund is managed by Daniel Sheard and Tim Haywood. The Touchstone Large Cap Relative Value Fund is managed by a team led by Paul Viera. The Touchstone Long/Short Equity Fund is managed by Theodore Aronson, Stefani Cranston, Stuart P. Kaye, Gina Marie N. Moore, Martha Ortiz and R. Brian Wenzinger. The Touchstone Mid Cap Value Fund is managed by Peter Zuger and Don Cleven. The Touchstone Small Cap Core Fund is managed by Stephen Goddard, Jonathan Moody and Wade Stinnette. The background of each portfolio manager is set forth below. Additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds may be found in the SAI.
Farr, Miller & Washington LLC
Michael K. Farr, President and Chief Investment Officer, founded Farr, Miller & Washington in 1996 and is CEO and majority owner. He has investment experience dating back to 1987. Michael is a paid contributor to CNBC and is regularly quoted in the Wall Street Journal, USA Today, and the Washington Post, among many others. He is the author of "A Million Is Not Enough" published by Hachette Books USA in 2008.
Taylor McGowan, CFA, Principal, Portfolio Manager and Director of Research, was a Senior Equity Research Analyst at Friedman, Billings, Ramsey, Inc. before joining Farr, Miller & Washington, LLC. in 2001. He earned a Bachelor of Arts degree in English from the University of Virginia, an M.B.A. from the College of William and Mary, and has been awarded the Chartered Financial Analyst designation.
Bradford & Marzec LLC
Edward Bradford, Managing Partner, co-founded Bradford & Marzec in 1984. He has over 40 years of investment experience.
Zelda Marzec, Managing Partner, co-founded Bradford & Marzec in 1984. She has over 36 years of investment experience.
Douglas Lopez, CFA, Portfolio Manager, joined Bradford & Marzec in 1989. He has over 21 years of investment experience.
Jeff Brothers, CFA, Portfolio Manager, joined Bradford & Marzec in 1994. He has over 23 years of investment experience.
Graham Allen, FCMA, Portfolio Manager, joined Bradford & Marzec in 2003. He has over 32 years of investment experience.
Terence Reidt, CFA, Portfolio Manager, joined Bradford & Marzec in 1991. He has over 18 years of investment experience.
AGF Investments America, Inc.
Patricia Perez-Coutts, CFA, Senior Vice President and Portfolio Manager, joined AGF Funds Inc. in 2001 as an emerging markets specialist. She has managed the AGF Emerging Markets Fund since June 2002. Previously, she served as Vice President and Portfolio Manager at AIM Trimark (1994 to 2001) and as Vice President of research at First Mercantile Corporation (1990 to 1994). Patricia was appointed as a Portfolio Manager for the Sub-Advisor, AGF Investments America Inc. ("AGF") in 2009 focusing on the emerging markets mandate.
Stephen Way, CFA, Senior Vice President and Portfolio Manager, joined AGF Fund Inc. in 1987. In addition to his current role, he opened AGF International Advisors Company Limited, AGF's Dublin subsidiary, in 1991 and served as its Managing Director from 1991 to 1994.
Bedlam Asset Management PLC
Jonathan Compton, Managing Director, joined Bedlam in 2002. Previously, he was a portfolio manager with Samuel Montagu and Baring International. He has over 28 years of investment experience.
Ian McCallum, Director and CIO, joined Bedlam in 2002. Previously, he was an analyst with Merrill Lynch, Peregrine Securities and Credit Lyonnais Securities Asia. He has over 16 years of investment experience.
Cornerstone Real Estate Advisers LLC
Dave Wharmby, CFA, Portfolio Manager, joined Cornerstone in 1997. He has managed Cornerstone's Global Real Estate Securities product since inception and has over 18 years of real estate experience.
Scott Westphal, CFA, CPA, Managing Director, Portfolio Manger, joined Cornerstone in 1999 and is responsible for the creation and management of real estate securities portfolios. Previously he served as Executive Vice President and Portfolio Manager at JLW Capital Management and Senior Vice President at Cohen & Steers.
Augustus Asset Managers Limited
Daniel Sheard, Investment Manager, is joint lead manager of the Augustus Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in July 2006 as Deputy Chief Investment Officer and became Chief Investment Officer in January 2008. He previously worked at Prudential M&G, where he was a director of the Institutional Fixed Income group. He is a charterholder of the Chartered Institute of Bankers. He has over 23 years of investment experience
Tim Haywood, Investment Director - Business Unit Head, is joint lead manager of the Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in January 1998 from Orient Overseas International Ltd in Hong Kong, where he was CIO. He has over 22 years of investment experience.
EARNEST Partners LLC
Paul Viera, CEO and Partner, founded EARNEST Partners. Previously he served as Global Partner and senior member of Invesco's investment team and Vice President at Bankers Trust. He has over 30 years of investment experience.
Aronson+Johnson+Ortiz
Theodore R. Aronson, CFA, CIC, Portfolio Manager, founded AJO in 1984. He is involved in portfolio management, administration, and marketing. Previously, he served as a member of Drexel Burnham Investment Advisors Quantitative Equities Group and founded Addison Capital.
Stefani Cranston, CFA, CPA, Portfolio Manager, joined AJO in 1991. She is involved in financial accounting, performance measurement, and portfolio management. Previously, she served as senior accountant at Deloitte & Touche.
Stuart P. Kaye, CFA, Portfolio Manager, joined AJO in 2008. He is involved in portfolio management and research. Previously, he served as a Global Partner at Invesco (1997- 2008).
Gina Marie N. Moore, CFA, CPA, Portfolio Manager, joined AJO in 1998. She is involved in portfolio management and marketing. Previously, she was involved in marketing, client service, and portfolio analytics, first at Brandywine Asset Management and then at Glenmede Trust.
Martha E. Ortiz, CFA, CIC, Portfolio Manager, joined AJO in 1987. She is involved in portfolio management and trading. Previously, she was at Wilshire Associates and Continental Grain. At Continental, she traded cash grain commodities; at Wilshire, she supported the Equity Management System (now Atlas).
R. Brian Wenzinger, CFA, Portfolio Manager, joined AJO in 2000. He is involved in portfolio management and research. Previously, he spent 11 years at DuPont, primarily in the internal pension group.
Lee Munder Capital Group, LLC
Peter Zuger, CFA, Co-Portfolio Manager, joined LMCG in 2005. Previously he was lead portfolio manager for State Street Research & Management Co.'s Mid Cap Value and Large Cap Value teams and founder and lead portfolio manager for the American Century Value Fund, VP Value Fund, and the American Century Equity Income Fund.
Donald Cleven, CFA, Co-Portfolio Manager, joined LMCG in 2002. Previously he was an investment analyst for American Century Investments and performed research on small cap value equities for Reams Asset Management.
London Company of Virginia d/b/a The London Company
Stephen Goddard, CFA, President, CIO and Portfolio Manager, founded The London Company in 1994. Previously, he held Senior Portfolio Management positions at CFB Advisory and Flippin, Bruce & Porter. He has over 24 years of investment experience.
Jonathan Moody, Director of Research and Portfolio Manger, joined The London Company in 2002. Previously, he founded Primary Research Group. He has over 20 years of investment experience.
J. Wade Stinnette, Portfolio Manager, joined The London Company in 2008. Previously he served as Senior Vice President and Investment Officer at Wachovia Corporation and founded Tanglewood Asset Management. He has over 23 years of investment experience.
SHARE CLASS OFFERINGS. Each Fund currently offers the classes of shares listed below. The Funds' Class Y shares and Institutional shares are offered in separate prospectuses. For information about the Class Y shares and Institutional shares or to obtain a copy of the prospectus, call Touchstone Securities, Inc. ("Touchstone") at 1.800.543.0407 or call your financial advisor.
Class A Class C Class Y Institutional ------------------------------------------------------------------------------------------------------------------ Capital Appreciation Fund X X X X Core Plus Fixed Income Fund X X X X Emerging Markets Equity Fund X X X X Global Equity Fund X X X X Global Real Estate Fund X X X X International Fixed Income Fund X X X X Large Cap Relative Value Fund X X X X Long/Short Equity Fund X X X Mid Cap Value Fund X X X X Small Cap Core Fund X X X X ------------------------------------------------------------------------------------------------------------------ |
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 fee.
CLASS A SALES CHARGE-EQUITY FUNDS AND ALTERNATIVE INVESTMENT 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.
Sales Charge as % of Sales Charge as % of Amount of Your Investment Offering Price Net Amount Invested ------------------------------------------------------------------------------------------------------------- Under $50,000 5.75% 6.10% $50,000 but less than $100,000 4.50% 4.71% $100,000 but less than $250,000 3.50% 3.63% $250,000 but less than $500,000 2.95% 3.04% $500,000 but less than $1 million 2.25% 2.30% $1 million or more 0.00% 0.00% ------------------------------------------------------------------------------------------------------------- |
CLASS A SALES CHARGE-FIXED INCOME FUNDS. The following table shows the amount of front-end sales charge you will pay on purchases of Class A shares for the Touchstone Fixed Income 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.
Sales Charge as % of Sales Charge as % of Amount of Your Investment Offering Price Net Amount Invested ------------------------------------------------------------------------------------------------------------- Under $50,000 4.75% 4.99% $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 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:
o 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.
o 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.
o Purchases by a trust department of any financial institution in its capacity as trustee to any trust.
o Purchases through authorized processing organizations described in this Prospectus.
o Purchases by an employee benefit plan having more than 25 eligible employees or a minimum of $250,000 invested in the Touchstone Funds.
o 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.
o Purchases by shareholders who owned shares of Touchstone Funds Group Trust as of November 17, 2006 who are investing additional shares for their account or opening new accounts in any Touchstone Fund. 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.
o Reivestment of redemption proceeds from Class A shares of any Touchstone Fund if the reinvestment occurs within 90 days of redemption.
* 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.
Sales charge waivers must be qualified in advance by Touchstone by marking the appropriate section on the investment application and completing the "Eligibility for Exemption from Sales Charge" 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:
o an individual, an individual's spouse, an individual's children under the age of 21; or
o a trustee or other fiduciary purchasing shares for a single fiduciary account although more than one beneficiary is involved; or
o 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
o 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:
o Individual accounts
o Joint tenant with rights of survivorship accounts
o Uniform gift to minor accounts ("UGTMA")
o Trust accounts
o Estate accounts
o Guardian/Conservator accounts
o IRA accounts, including Traditional, Roth, SEP and SIMPLE
o 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. 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.
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.
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.
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. You may purchase shares of the Funds directly from Touchstone or through your financial advisor. In any event, you must complete an investment application. You can obtain an investment application from Touchstone, your financial advisor, or by visiting our website at touchstoneinvestments.com. Check below to find the minimum investment requirements and ways to purchase shares in the Funds.
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.) Minimum Investment Requirements Initial Additional Investment Investment -------------------------------------------------------------------------------- Regular Account $2,500 $ 50 Retirement Account or Custodial Account under the Uniform Gifts/Transfers to Minors Act ("UGTMA") $1,000 $ 50 Investments through the Automatic Investment Plan $ 100 $ 50 -------------------------------------------------------------------------------- |
-- INVESTOR ALERT: Touchstone may change these 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
o 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.
o Send your check with the completed investment application by regular mail to Touchstone, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by overnight mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite 900, Cincinnati, Ohio 45202-4203.
o 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.
o You may also open an account through your financial advisor.
By exchange
o 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.
o 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.
o You do not have to pay any exchange fee for your exchange.
o 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.
o 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.
o 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.
o You should carefully review the disclosure provided in the Prospectus relating to the exchanged-for shares before making an exchange of your Fund shares.
Through retirement plans
You may invest in the Funds through various retirement plans. These include individual retirement plans and employer sponsored retirement plans.
Individual Retirement Plans
o Traditional Individual Retirement Accounts ("IRAs")
o Savings Incentive Match Plan for Employees ("SIMPLE IRAs")
o Spousal IRAs
o Roth Individual Retirement Accounts ("Roth IRAs")
o Coverdell Education Savings Accounts ("Education IRAs")
o Simplified Employee Pension Plans ("SEP IRAs")
Employer Sponsored Retirement Plans
o Defined benefit plans
o Defined contribution plans (including 401(k) plans, profit sharing plans and money purchase plans)
o 457 plans
SPECIAL TAX CONSIDERATION
To determine which type of retirement plan is appropriate for you, please contact your tax advisor.
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:
o Charge a fee for its services
o Act as the shareholder of record of the shares
o Set different minimum initial and additional investment requirements
o Impose other charges and restrictions
o Designate intermediaries to accept purchase and sales orders on the Funds' behalf
Touchstone considers a purchase or sales order as received when an Authorized Processing Organization, or its authorized designee, receives the order in proper form. These orders will be priced based on the Fund's NAV 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, or an Authorized Processing Organization, 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, or an Authorized Processing Organization, 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 Touchstone's 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
o Complete the investment form provided at the bottom of a recent account statement.
o Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds
o Write your account number on the check.
o Either: (1) Mail the check with the investment form to Touchstone; or (2) Mail the check directly to your financial advisor at the address printed on your account statement. Your financial advisor is responsible for forwarding payment promptly to Touchstone.
o 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
o Contact Touchstone or your financial advisor for further instructions.
o Contact your bank and ask it to wire federal funds to Touchstone. Specify your name and account number when remitting the funds.
o Your bank may charge a fee for handling wire transfers.
o 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
o You may add to your account by exchanging shares from another Touchstone Fund.
o For information about how to exchange shares among the Touchstone Funds, see "Opening an Account - By exchange" in this Prospectus.
Purchases with Securities
o 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.
SPECIAL TAX CONSIDERATION
You should consult with your tax advisor as to the federal income tax consequences to you upon your transfer of securities to a Fund in exchange for Fund shares
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.
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. 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, or an Authorized Processing Organization, 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.
By telephone
o You can sell or exchange your shares over the telephone, unless you have specifically declined this option. If you do not wish to have this ability, you must mark the appropriate section of the investment application. You may only sell shares over the telephone if the amount is less than $100,000.
o To sell your Fund shares by telephone, call Touchstone at 1.800.543.0407.
o Shares held in IRA accounts and qualified retirement plans cannot be sold by telephone.
o 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.
o 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.
o 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:
o Requiring personal identification
o Making checks payable only to the owner(s) of the account shown on Touchstone's records
o Mailing checks only to the account address shown on Touchstone's records
o Directing wires only to the bank account shown on Touchstone's records
o Providing written confirmation for transactions requested by telephone
o Digitally recording instructions received by telephone
By mail
o Write to Touchstone.
o Indicate the number of shares or dollar amount to be sold.
o Include your name and account number.
o Sign your request exactly as your name appears on your investment application.
o You may be required to have your signature guaranteed (See "Signature Guarantees" in this Prospectus for more information).
By wire
o Complete the appropriate information on the investment application.
o 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.
o Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.
o Your redemption proceeds may be deposited without a charge directly into your bank account through an ACH transaction. Contact Touchstone for more information.
Through a systematic withdrawal plan
o 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.
o Withdrawals can be made monthly, quarterly, semiannually or annually.
o There is no fee for this service.
o There is no minimum account balance required for retirement plans.
SPECIAL TAX CONSIDERATION
Systematic withdrawals may result in the sale of your shares at a loss or may result in taxable investment gains.
Through your financial advisor or Authorized Processing Organization
o You may also sell shares by contacting your financial advisor 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 or, if applicable, the Authorized Processing Organization.
o Your financial advisor or Authorized Processing Organization is responsible for making sure that sale requests are transmitted to Touchstone in proper form and in a timely manner.
SPECIAL TAX CONSIDERATION
Selling your shares may cause you to incur a taxable gain or loss.
-- 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:
o The redemption is due to the death or post-purchase disability of a shareholder
o The redemption is from a systematic withdrawal plan and represents no more than 10% of your annual account value
o 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
o 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:
o The redemption is made first from amounts not subject to a CDSC; then
o 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:
o 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)
o Proceeds are being sent to an address other than the address of record
o Proceeds or shares are being sent/transferred from unlike registrations such as a joint account to an individual's account
o Sending proceeds via wire or ACH when bank instructions have been added or changed within 30 days of your redemption request
o 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 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
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 or processing organization) within 7 days (normally within 3 business days) after receipt of a proper request.
PROCEEDS SENT TO FINANCIAL ADVISORS OR AUTHORIZED PROCESSING ORGANIZATIONS. Proceeds that are sent to your financial advisor or Authorized Processing Organization will not usually be reinvested for you unless you provide specific instructions to do so. Therefore, the financial advisor or Authorized Processing Organization may benefit from the use of your money.
FUND SHARES PURCHASED BY CHECK. 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. 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.
SPECIAL TAX CONSIDERATION
You should contact your tax advisor if you use the Reinstatement Privilege.
LOW ACCOUNT BALANCES. 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:
o When the NYSE is closed on days other than customary weekends and holidays
o When trading on the NYSE is restricted
o 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 on the amount by which the fair market value of the securities sold exceeds the basis of the Fund shares redeemed. 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 or an Authorized Processing Organization.
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:
o All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost which the Board of Trustees has determined as fair value.
o Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.
Although investing in foreign securities is not a principal investment strategy of the Funds (except for the Emerging Markets Equity, Global Real Estate, Global Equity and International Fixed Income Funds), any foreign securities held by a Fund will be priced as follows:
o All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.
o Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange. However, if an event 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.
o Because portfolio securities that are primarily listed on a non-U.S. exchange may trade on weekends or other days when a Fund does not price its shares, a Fund's NAV may change on days when shareholders will not be able to buy or sell shares.
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:
o 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.
o 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.
o 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.
SPECIAL TAX CONSIDERATION
You should consult your tax advisor to address your own tax situation and the impact an investment in the Fund will have on your own tax situation.
Each Fund intends to distribute to its shareholders substantially all of its income and capital gains. The Global Real Estate Fund, Large Cap Relative Value Fund and Mid Cap Value Fund distribute their income, if any, quarterly as a dividend to shareholders. The Core Plus Fixed Income Fund and the International Fixed Income Fund distribute their income, if any, monthly as a dividend to shareholders. The Capital Appreciation Fund, Emerging Markets Equity Fund, Global Equity Fund, Long Short Equity Fund and Small Cap Core Fund distribute their income, if any, annually as a dividend 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, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by overnight mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite 900, Cincinnati, Ohio 45202-4203, or call Touchstone at 1.800.543.0407.
TAX INFORMATION
GENERAL. The Funds intend to qualify annually to be treated as regulated investment companies under the Code. As such, the Funds will not be subject to federal income taxes on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions of the Code. If for any taxable year a Fund fails to qualify as a regulated investment company, 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%. Also, all distributions from earnings and profits (as determined under federal income tax principles) to you will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2011) 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 a Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest such dividends in additional shares of a 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, 2011 and designated by a Fund as "qualified dividend income" are eligible for the long-term capital gain rate 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. Through the end of 2010, the maximum individual tax rate on net long-term capital gains is 15%.
SALE OF SHARES. It is a taxable event for you if you sell shares of a Fund. Depending on the purchase price and the sale price of the shares you sell, 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 hold the shares of a Fund as a capital asset, which capital gain will be long-term or short-term depending on how long you have held the shares of such Fund.
SPECIAL TAX CONSIDERATION
For federal income tax purposes, an exchange of shares in one Fund for shares of another Fund is treated as a sale of the shares and a purchase of the shares you receive in exchange. Therefore, you may incur a taxable gain or loss in connection with the exchange.
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%.
STATEMENTS AND NOTICES. You will receive an annual statement outlining the tax status of your distributions. You will also receive written notices of certain foreign taxes and distributions paid by the Funds during the prior taxable year.
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 OUR 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.
The financial highlights for the Funds are not included because the Funds had not commenced operations as of September 30, 2009.
TOUCHSTONE INVESTMENTS*
DISTRIBUTOR
Touchstone Securities, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
www.touchstoneinvestments.com
INVESTMENT ADVISOR
Touchstone Advisors, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
TRANSFER AGENT
JPMorgan Chase Bank, N.A.
303 Broadway, Suite 900
Cincinnati, OH 45202-4203
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.
For investors who want more information about the Funds, the following documents are available free upon request:
STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed information about the Funds and is legally a part of this Prospectus.
ANNUAL/SEMIANNUAL REPORTS ("FINANCIAL REPORTS"): These reports will provide additional information about the Funds' investments. The annual report will provide a discussion of the market conditions and investment strategies that significantly affected a Fund's performance during its last fiscal year. The Financial Reports when available may be obtained, free of charge, by contacting Touchstone Investments at 1.800.543.0407 or on the Touchstone Investments website at http://www.touchstoneinvestments.com/home/formslit/
You can get free copies of the SAI and 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 is 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 1.202.942.8090. 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. 20549-0102, or by sending an e-mail request to: publicinfo@sec.gov.
Investment Company Act file no. 811-08104
October 1, 2009
PROSPECTUS
TOUCHSTONE FUNDS GROUP TRUST - CLASS Y SHARES
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Long/Short Equity Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
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.
The Long/Short Equity Fund may not be suitable for all investors. Consequently, prospective investors should thoroughly review this Prospectus, including all risks and considerations before making an investment. In addition, this Prospectus should be kept for future reference.
PROSPECTUS OCTOBER 1, 2009 TOUCHSTONE INVESTMENTS CLASS Y SHARES Symbol Touchstone Capital Appreciation Fund TCAYX Touchstone Core Plus Fixed Income Fund TCPYX Touchstone Emerging Markets Equity Fund TEMYX Touchstone Global Equity Fund TGEYX Touchstone Global Real Estate Fund TRFYX Touchstone International Fixed Income Fund TIFYX Touchstone Large Cap Relative Value Fund TRVYX Touchstone Long/Short Equity Fund TSEYX Touchstone Mid Cap Value Fund TCVYX Touchstone Small Cap Core Fund TSFYX |
Each fund is a series of Touchstone Funds Group Trust (the "Trust"), a group of bond and equity mutual funds. The Trust is part of the Touchstone(R) Funds that also includes Touchstone Investment Trust, a group of taxable bond and money market mutual funds, Touchstone Strategic Trust, a group of equity mutual funds, Touchstone Tax-Free Trust, a group of tax-free bond and money market mutual funds, Touchstone Variable Series Trust, a group of variable series funds and Touchstone Institutional Funds Trust (formerly Constellation Institutional Portfolios), a group of institutional equity mutual funds (the "Touchstone Funds"). Each Touchstone Fund has a different investment goal and risk level. For further information about the Touchstone Funds, contact Touchstone Investments at 1.800.543.0407.
The Funds are managed by Touchstone Advisors, Inc. ("Touchstone Advisors" or the "Advisor"). Touchstone Advisors selects a sub-advisor (each a "Sub-Advisor," collectively the "Sub-Advisors") to manage each Fund's investments on a daily basis.
Table of Contents
-------------------------------------------------------------------------------- Page -------------------------------------------------------------------------------- Capital Appreciation Fund 2 Core Plus Fixed Income Fund 4 Emerging Markets Equity Fund 8 Global Equity Fund 11 Global Real Estate Fund 14 International Fixed Income Fund 17 Large Cap Relative Value Fund 21 Long/Short Equity Fund 23 Mid Cap Value Fund 25 Small Cap Core Fund 27 Investment Strategies and Risks 30 The Funds' Management 35 Investing with Touchstone 53 Distributions and Taxes 59 Financial Highlights 60 -------------------------------------------------------------------------------- |
THE FUND'S INVESTMENT GOAL
The Touchstone Capital Appreciation Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Capital Appreciation 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 that the Sub-Advisor, Farr, Miller & Washington, LLC ("FMW"), believes are trading at attractive valuations. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
FMW identifies potential new investments through the use of quantitative screens and qualitative input from the portfolio management team. FMW seeks to identify companies that exhibit a history of consistently high earnings and/or sales growth, high returns on invested capital, and attractive valuation. In evaluating and selecting potential investments for the Fund, FMW conducts in-depth research and analysis of potential new investments in an effort to find leading companies that FMW believes are operating in attractive industries; that have a long-term, stable track record of growing sales and earnings; that have strong balance sheets; that generate high returns on invested capital and strong free cash flow; and that trade at reasonable valuations. The Fund will hold approximately 30 to 40 securities. FMW will generally sell a company for the following reasons: excessive valuation, lack of confidence in the management team, a change in the original investment thesis or deterioration in the fundamentals.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and seek exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.75% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.84% Total Annual Fund Operating Expenses 2.59% Less Fee Waiver and/or Expense Reimbursement(2) 1.65% Net Expenses 0.94% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.94%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $96 3 Years $648 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Core Plus Fixed Income Fund seeks current income. Capital appreciation is a secondary goal.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Core Plus Fixed Income Fund invests, under normal circumstances, at least 80% of its net assets (including borrowings for investment purposes) in fixed income securities. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of U.S. government obligations, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, structured notes, and foreign government debt obligations. U.S. and foreign government obligations include direct government obligations and those of government agencies and instrumentalities. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments of U.S. and foreign corporations. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Bradford & Marzec LLC ("Bradford & Marzec"), to be of comparable quality. The Fund may purchase foreign government securities of both developed and emerging market countries. The Fund will generally invest at least 80% of its total assets in investment-grade debt securities, including sovereign debt obligations of developed countries, but may invest up to 20% of its total assets in non-investment grade debt securities, which are sometimes referred to as "junk bonds", including government securities of emerging market countries and non-investment grade corporate bonds. The Fund may invest up to 20% of its assets in securities denominated in a foreign currency.
In selecting investments for the Fund, Bradford & Marzec establishes target weights for each fixed income sector described above. In assessing the relative valuations of these sectors, Bradford & Marzec generally considers whether the securities included within a sector are selling at a discount to Bradford & Marzec's estimate of their intrinsic value. Once sector weights are established, Bradford & Marzec selects fixed income securities within each sector that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. The Fund will generally hold over 200 securities and seeks to be diversified according to issuer, sector, and structure. Bradford & Marzec generally sells a security when it reaches a target price or target yield spread relative to U.S. Treasury securities, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. The Fund may also invest in zero coupon securities. Under normal circumstances, the Fund's effective duration will typically be within 25% (plus or minus) of the effective duration of the Fund's benchmark, the Barclays Capital Aggregate Index, which as of June 30, 2009, was 4.30 years.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments and the risk that the market value of the security can fluctuate dramatically. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
The Fund's U.S. government securities are not guaranteed against price movements due to changing interest rates. Securities issued by some U.S. government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. In addition, securities issued by agencies such as the Federal National Mortgage Association ("Fannie Mae") are supported only by the credit of the issuing agency and any associated collateral. Some government agencies may not be backed by the full faith and credit of the U.S. Government which may increase the risk of loss of investment.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country which could substantially delay or defeat any recovery.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
This Fund should only be purchased by investors seeking high current income with reasonable risk to capital who can withstand share price volatility. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.45% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.64% Total Annual Fund Operating Expenses 2.09% Less Fee Waiver and/or Expense Reimbursement(2) 1.39% Net Expenses 0.70% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.70%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $72 3 Years $520 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Emerging Markets Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Emerging Markets Equity Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes), such as common stock, preferred stock, convertible bonds and warrants, in equity securities of companies located in 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 the Fund, an emerging market is one:
o That is included in the Morgan Stanley Capital International ("MSCI") Emerging Markets Index;
o That is considered by the Sub-Advisor, AGF Investments America Inc. ("AGF"), to have an economy and financial system comparable to countries included in the MSCI Emerging Markets Index; or
o Whose economic activity and capital markets are dependent on emerging market countries. Examples include Hong Kong and Singapore.
The Fund invests in securities of companies operating in a broad range of industries. AGF invests in businesses that it believes are mispriced by the market and that are expected to generate positive and sustainable earnings growth. AGF believes that these companies should be able to achieve positive economic profits over time. In assessing company valuations, AGF uses the Economic Value-Added ("EVA") approach and considers factors such as cash flow return on investment, franchise value, competitive advantage, and investment profile.
In-depth, proprietary fundamental research conducted globally by the team of portfolio managers and analysts is used to seek emerging market securities with sustainable earnings growth prospects that are not recognized by the market, and are priced at attractive valuations. The Fund generally holds 70 to 90 securities and attempts to broadly diversify its investments among securities and countries by limiting its exposure to a particular company or country. The Fund's weight in any individual country is limited to 20% at purchase. AGF 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 opportunities appear more attractive.
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.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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. 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.
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.
Foreign receipts, which include American Depository Receipts ("ADRs") and Global Depository Receipts ("GDRs"), are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of emerging markets investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 1.10% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.53% TOTAL ANNUAL FUND OPERATING EXPENSES 2.63% Less Fee Waiver and/or Expense Reimbursement(2) 1.14% NET EXPENSES 1.49% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.49%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 YEAR $152 3 YEARS $709 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Equity 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, such as common stock, preferred stock and warrants. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. The Fund will invest significantly (generally 40% or more of the Fund's assets) in equity securities of companies domiciled outside the U.S. or with significant business operations and/or assets outside the U.S.
The Fund will invest in equity securities of companies without regard to market capitalization that the Sub-Advisor, Bedlam Asset Management PLC ("Bedlam"), believes are attractively priced in consideration of their growth prospects. For each company considered for inclusion in the Fund, Bedlam assesses the current and expected future fundamentals of the company's industry and sector; evaluates the company's financial statements and its earnings quality; identifies the key drivers of the company's earnings and cash flow; and develops proprietary forecasts of the company's earnings and free cash flow. Bedlam requires a company's expected free cash flow yield or earnings yield over the subsequent two years to be at least 20% greater than Bedlam's estimate of the company's cost of equity capital. The Fund will generally invest in at least eight countries and will hold approximately 30 to 50 securities. Bedlam generally sells a security when it reaches its fair value estimate as determined by Bedlam, when earnings forecasts do not justify the current price, when there has been or there is an expectation of an adverse change in the company's fundamentals or the sector fundamentals, or when other opportunities appear more attractive.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
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.
Foreign receipts, which include ADRs, are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.23% Total Annual Fund Operating Expenses 3.08% Less Fee Waiver and/or Expense Reimbursement(2) 1.99% Net Expenses 1.09% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.09%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $111 3 Years $764 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Real Estate Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Real Estate 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. 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, real estate equity securities include common stocks, preferred stocks, and other equity securities issued by real estate investment trusts ("REITs") and other real estate operating companies that derive the majority of their revenue from the direct or indirect ownership, construction, financing, management, or sale of commercial, industrial, or residential real estate. The Fund will invest significantly (generally 40% or more of the Fund's assets) in real estate equity securities of companies domiciled outside the U.S. or with a majority of their assets or aforementioned real estate activities outside the U.S.
The Fund's Sub-Advisor, Cornerstone Real Estate Advisers LLC ("Cornerstone"), employs a fundamental, research-driven investment process. Cornerstone considers the following factors in selecting real estate equity securities for the Fund:
o Environmental factors that affect real estate such as the macroeconomic environment, cost of capital, investor sentiment for real estate securities, and the fundamental health of global real estate markets.
o Company-specific factors such as valuation, company's management team, competitive strategy, positioning of the real estate portfolio, capital position and access to capital markets, and financial management.
o Real estate, financial markets, and company-specific risks such as management risk (i.e., depth of management and alignment with shareholders), corporate governance, real estate portfolio risk (including location, age and condition of properties), property development risk, property income risk, debt profile, and equity liquidity risk (i.e., the ability to trade the security without materially affecting the price).
After identifying attractive securities for potential inclusion in the Fund, Cornerstone constructs a portfolio generally consisting of 65 to 90 securities. Cornerstone will generally sell a security when its prospects for capital appreciation have diminished, when it reaches fair value, or when another investment option is more attractive.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of a single company. The Fund will concentrate its investments in the real estate industry.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases equity securities, the 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, and 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. 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 on the company's assets in the event of liquidation.
Since the Fund's investments are concentrated in the real estate sector, they are subject to the risk that the real estate sector will underperform the broader market, as well as the risk that issuers in the sector will be impacted by market conditions, legislative or regulatory changes, or competition.
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 are subject to management fees and other expenses that are separate from those of the Fund. Accordingly, the 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.
The securities of issuers that own, construct, manage or sell commercial real estate (e.g. shopping malls) or industrial real estate (e.g. office buildings) may be affected by economic conditions, generally, and specifically by changes in real estate values and property taxes, overbuilding, variations in rental income and vacancy rates in terms of supply and demand, interest rates and changes in tax and regulatory requirements, such as those relating to the environment. Performance of a particular real estate security also may depend on the structure, cash flow, and management skill of the particular company.
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 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.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global real estate investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.80% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.84% Total Annual Fund Operating Expenses 2.64% Less Fee Waiver and/or Expense Reimbursement(2) 1.50% Net Expenses 1.14% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.14%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $116 3 Years $678 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone International Fixed Income Fund seeks total return.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone International Fixed Income 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. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of debt obligations of developed and emerging market governments, their agencies and instrumentalities, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, and debt securities that are convertible into common or preferred stock. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Augustus Asset Managers Limited ("Augustus"), to be of comparable quality. Sovereign debt securities may be denominated in U.S. dollars or a foreign currency. The Fund may invest in securities denominated in U.S. dollars or a foreign currency.
The Fund may invest up to 20% of its total assets in non-investment grade debt securities. The Fund may invest up to 10% of its total assets in debt obligations of emerging market governments, their agencies and instrumentalities. The Fund may invest in forward currency contracts in order to achieve its goal. Forward currency contracts may be used to hedge currency exposure of the Fund's fixed income securities and they may be used to invest in one currency that Augustus expects to appreciate relative to another currency.
Augustus selects the Fund's foreign country and currency compositions based on an evaluation of various macroeconomic factors including, but not limited to, relative interest rates, exchange rates, monetary and fiscal policies, trade, and current account balances. In selecting the Fund's target fixed income sector weights, Augustus assesses the relative valuations of the sectors by determining whether the securities included within a sector are selling at a discount to Augustus' estimate of their intrinsic value. Once country, currency, and sector weights are established, Augustus selects fixed income securities within each sector and country that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. Augustus generally sells a security when it reaches a target price, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. Under normal circumstances, the Fund's effective duration will be within two years (plus or minus) of the effective duration of the Fund's benchmark, the Citigroup World Government Bond Index ex-US, which as of June 30, 2009 was 6.60 years.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country which could substantially delay or defeat any recovery..
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking total return who can withstand the share price volatility of international fixed income investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.55% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.43% Total Annual Fund Operating Expenses 1.98% Less Fee Waiver and/or Expense Reimbursement(2) 1.14% Net Expenses 0.84% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.84%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $86 3 Years $511 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Large Cap Relative Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Large Cap Relative Value 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. This is a non-fundamental policy that can be changed by the Fund upon 60 days' prior notice to shareholders. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
The Sub-Advisor, EARNEST Partners LLC ("EARNEST Partners") employs an investment style that seeks to outperform the Russell 1000 Index while attempting to control volatility and risk. In the first step of the investment process, EARNEST Partners screens the relevant universe to identify stocks that it believes are likely to outperform based on their financial characteristics and the current environment. This process seeks to identify the financial and market characteristics, including valuation measures, market trends, operating trends, growth measures, and profitability measures that have been in place when an individual company has produced outstanding performance. In the second step of the investment process, an investment thesis is developed and tested for certain companies identified in the first step. The test generally includes conversations with the company's management team and industry specialists, review of the company's financial reports, analysis of industry and company-specific studies, and independent field research. In the final step of the investment process, EARNEST Partners constructs a portfolio of approximately 50 stocks that EARNEST Partners believes are expected to collectively have the best potential for capital appreciation and are expected to mitigate downside risk. EARNEST Partners will generally sell a stock if the company's prospects deteriorate, or if it identifies another stock expected to have superior return and risk characteristics.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and seek exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.70% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.84% Total Annual Fund Operating Expenses 2.54% Less Fee Waiver and/or Expense Reimbursement(2) 1.60% Net Expenses 0.94% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.94%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $96 3 Years $638 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Long/Short Equity Fund seeks to achieve long-term capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Long/Short Equity Fund, under normal conditions, invests long in equity securities believed to be undervalued, and takes short positions in securities believed to be overvalued, as determined by the fund's Sub-Advisor, Aronson+Johnson+Ortiz, LP ("AJO").
AJO employs a systematic, disciplined, quantitative investment process based upon an investment philosophy that superior investment results are best achieved by a combination of value, management, and momentum.
AJO screens every stock that trades on a major U.S. exchange for companies that have at least three years of operating history and have sufficient liquidity for both long and short positions, while considering suitability (no bankruptcies, ADRs, gold stocks, or funds). AJO then evaluates each company by examining it relative to its industry peers, using multiple measures within the categories of value, management, and momentum, to derive an excess expected return for each company. The portfolio is constructed with individual security weights driven by combining AJO's estimates of excess expected return and its assessment of risk. AJO seeks to minimize implementation shortfall, defined as the difference between valuation price and execution price, including commissions, dealer spreads, market impact, and opportunity costs.
The Fund is sector-neutral long versus short, meaning it seeks to maintain an equal dollar amount of long positions and short positions within each sector and the Fund in total, and seeks to be widely diversified in terms of industry, fundamental characteristics, and other statistical measures of risk. Under normal market conditions, the Fund will remain fully invested at all times, maintaining cash necessary to collateralize short positions and changes in market value.
AJO's sell discipline is primarily driven by changes in valuations from their ongoing evaluation of the investment universe, after a consideration of transaction costs.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, 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.
The Fund will incur a loss as a result of a short sale if the price of the security sold short increases in value between the date of the short sale and the date on which the Fund purchases the security to replace the borrowed security. 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. The Fund's losses are potentially unlimited in a short sale transaction. Short sales are speculative transactions and involve special risks, including greater reliance on the Sub-Advisor's ability to accurately anticipate the future value of a security. The Fund may short up to 100% of the long portfolio market value.
This Fund should only be purchased by investors seeking long-term capital appreciation who can withstand the share price volatility of long/short investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 1.30% Distribution and/or Shareholder Services Fees None Other Expenses(1) 0.89% Total Annual Fund Operating Expenses 2.19% Less Fee Waiver and/or Expense Reimbursement(2) 0.69% Net Expenses 1.50% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.50%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $153 3 Years $619 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Mid Cap Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Mid Cap Value Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of medium capitalization companies. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a medium capitalization company has a market capitalization within the range of market capitalization represented in the Russell Midcap Index (between $829 million and $12.2 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell Mid Cap Index will change with market conditions.
The Sub-Advisor, Lee Munder Capital Group, LLC ("LMCG") employs a fundamental investment process which seeks to identify companies which it believes are selling at a discount to their intrinsic value. In the first step of the investment process, LMCG employs five valuation screens that seek to identify the most attractively priced mid cap securities. In evaluating and selecting potential investments for the Fund, LMCG completes in-depth research and analysis on the securities that pass the valuation screens in an effort to identify leading companies selling at attractive valuations. The research and analysis include an examination of financial statements and assessments of the management team, the company's competitive strategy and its current market position. LMCG generally limits the Fund's weight in a sector to 10% over or under the sector's weight in the Russell Midcap Value Index, except for the financial sector, which may be underweighted by up to 15%. The Fund will hold approximately 60 to 80 securities. LMCG will generally sell a security when it no longer passes the valuation screens, reaches a price target, or its prospects for appreciation have diminished.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the medium capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these medium companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, medium cap company stocks may be more volatile than stocks of larger companies.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of mid cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.79% Total Annual Fund Operating Expenses 2.64% Less Fee Waiver and/or Expense Reimbursement(2) 1.60% Net Expenses 1.04% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.04%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $106 3 Years $668 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Small Cap Core Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Small Cap Core 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. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a small capitalization company has a market capitalization within the range of market capitalization represented in the Russell 2000 Index (between $78 million and $1.69 billion at the time of its most recent reconstitution on May 31, 2009), the S&P SmallCap 600 Index (between $1 million and $2.12 billion at the time of its most recent reconstitution on March 31, 2009), or the Dow Jones U.S. Small Cap Total Stock Market Index (between $21 million and $4.1 billion at the time of its most recent reconstitution on June 30, 2009) at the time of purchase. The size of the companies in these indices will change with market conditions.
The Sub-Advisor, London Company of Virginia d/b/a The London Company ("TLC"),
seeks to purchase financially stable small-cap companies that TLC believes are
consistently generating high returns on unleveraged operating capital, run by
shareholder-oriented management, and trading at a discount to their respective
private market values. Guiding principles of TLC's small-cap philosophy include:
(1) a focus on cash return on tangible capital, not earnings per share, (2) the
value of a company is determined by cash inflows and outflows discounted by the
optimal cost of capital, (3) a focused investment approach (not diversifying
excessively) is essential to good investment results, and (4) low turnover and
tax sensitivity enhances real returns.
The Fund will hold approximately 30 to 40 securities. TLC invests for the long term and attempts to minimize turnover in an effort to reduce transaction costs and taxes.
TLC utilizes a bottom-up approach in the security selection process. The firm screens a small cap index against an internally developed quantitative model, scoring companies along several dimensions including return on capital, earnings to enterprise value ratio, free cash flow yield, and return on equity. The team seeks companies that are trading at 30-40% discount to intrinsic value. TLC looks at a company's corporate governance structure and management incentives to try to ascertain whether or not management's interests are aligned with shareholder's interests. TLC seeks to identify the sources of a company's competitive advantage as well as what levers management has at its disposal to increase shareholder value. Securities are ultimately added to the Fund when TLC determines that the risk/reward profile of the security has made it attractive to warrant purchase, typically when the security is trading at a low-to-reasonable valuation.
TLC generally sells a security when it becomes overvalued and has reached TLC's price target, when the security's fundamentals deteriorate, to adjust overall portfolio risk, when there is significant trading activity by insiders, or when there is a more promising alternative.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the small capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small cap company stocks may be more volatile than stocks of larger companies.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of small cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Class Y shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.85% Total Annual Fund Operating Expenses 2.70% Less Fee Waiver and/or Expense Reimbursement(2) 1.61% Net Expenses 1.09% -------------------------------------------------------------------------------- (1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.09%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $111 3 Years $685 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
CAN A FUND DEPART FROM ITS NORMAL 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 the 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 Funds' 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 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.
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?
NEW FUND RISK (ALL FUNDS). The Funds may not grow to a size that is viable for continued operation and may be liquidated due to certain size constraints. A liquidation of a Fund could be done without Shareholder consent and could cause a taxable event for the Shareholder.
EQUITY RISK (EQUITY FUNDS). Investments in equity securities and equity derivatives in general are subject to market risks that may cause their prices to fluctuate over time. The value of securities of individual companies may fluctuate based upon performance of the company and industry as well as economic trends and developments. Fluctuations in the value of equity securities in which a Fund invests will cause the Fund's net asset value to fluctuate. An investment in an equity fund may be more suitable for long-term investors who can bear the risk of these share price fluctuations.
FIXED INCOME RISK (FIXED INCOME 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. While securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates.
CALL RISK (FIXED INCOME 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 a Fund's average weighted maturity to fluctuate, and may require a 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.
CREDIT RISK (FIXED INCOME 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.
EVENT RISK (FIXED INCOME FUNDS). Securities may decline in credit quality and market value due to issuer restructurings, mergers, consolidations, reorganizations, tender or exchange offers, or other factors.
MORTGAGE-BACKED SECURITIES AND ASSET-BACKED SECURITIES (FIXED INCOME 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 worth less than the remaining principal amount owed on the mortgages in the pool. A 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.
U.S. GOVERNMENT SECURITIES AND U.S. GOVERNMENT AGENCIES RISK (CORE PLUS FIXED INCOME FUND). The Fund's 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.
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.
CHANGE IN MARKET CAPITALIZATION (CAPITAL APPRECIATION FUND, LARGE CAP RELATIVE VALUE FUND, MID CAP VALUE FUND AND SMALL CAP CORE 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 growth, 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.
NON-DIVERSIFICATION RISK (GLOBAL REAL ESTATE FUND, INTERNATIONAL FIXED INCOME FUND AND SMALL CAP CORE FUND). Subject to federal income tax restrictions relating to the Fund's qualification as a regulated investment company, 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 (ALL FUNDS). 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 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 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 the Fund and in higher net taxable gain for shareholders, and may reduce the Fund's returns.
REITS RISK (EMERGING MARKETS FUND AND GLOBAL REAL ESTATE FUND). REITs are trusts that invest primarily in commercial real estate or real estate-related loans. A Fund may be subject to certain risks associated with the direct investments of the REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. REITs are sensitive to general and local developments, demographic trends, government actions and competition. 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, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code or its failure to maintain exemption from registration under the Investment Company Act of 1940.
Foreign Risk (Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund and International Fixed Income Fund). Investing in foreign securities poses unique risks such as fluctuation in currency exchange rates, market illiquidity, price volatility, high trading costs, difficulties in settlement, regulations on stock exchanges, limits on foreign ownership, less stringent accounting, reporting and disclosure requirements, and other considerations. Diplomatic, political or economic developments, including nationalization or appropriation, could affect investments in foreign securities. In the past, equity and debt instruments of foreign markets have had more frequent and larger price changes than those of U.S. markets.
Emerging Market Countries (Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund and International Fixed Income Fund). Investments in a country that is still relatively underdeveloped involves exposure to economic structures that are generally less diverse and mature than in the U.S. and to political and legal systems that may be less stable. In the past, markets of developing countries have had more frequent and larger price changes than those of developed countries. Economic or political changes may cause larger price changes in these securities than in other foreign securities.
Short Sale Risk (Long/short Equity 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. The Fund is also required to segregate 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 was 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 the 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.
WHAT ARE SOME OF THE OTHER RISKS OF INVESTING IN THE FUNDS?
DERIVATIVES (ALL FUNDS). Each Fund may, but is not required to, use derivative instruments for any of the following purposes:
o 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;
o As a substitute for purchasing or selling securities;
o To shorten or lengthen the effective portfolio maturity or duration of tax-exempt bonds;
o To enhance a Fund's potential gain in non-hedging or speculative situations; or
o 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.
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.
Under normal circumstances, derivatives will typically be limited to an amount less than 10% of the Fund's assets.
EXCHANGE-TRADED FUNDS (ALL FUNDS). The Funds may invest in shares of exchange-traded funds ("ETFs"). An ETF is a registered investment company that seeks to track the performance of a particular market index. 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. An investment in an ETF exposes a Fund to the risks of the underlying securities in which the ETF invests. 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.
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. Lending portfolio securities results in additional income, which serves to reduce the amount that would otherwise be payable by the Advisor to the Fund under the Advisor's contractual expense limitation arrangement (see "Contractual Fee Waiver Agreement"). More information on securities lending is available in the SAI.
MARKET DISRUPTION RISK (ALL FUNDS). The United States has recently experienced significant disruption to its 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 the U.S. Government 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 goal.
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 it will be successful in doing so.
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.
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 June 30, 2009, Touchstone Advisors had approximately $5.3 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:
o Level of knowledge and skill
o Performance as compared to its peers or benchmark
o Consistency of performance over 5 years or more
o Level of compliance with investment rules and strategies
o Employees, facilities and financial strength
o Quality of service
Touchstone Advisors will also continually monitor each sub-advisor's performance through various analyses and through in-person, telephone and written consultations with the 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 Touchstone 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-advisory agreements.
Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to the Sub-Advisor, custodian, transfer agent and other parties. For its services, Touchstone Advisors is entitled to receive a base investment advisory fee from each Fund at an annualized rate, based on the average daily net assets of the Fund. The fee to be paid to Touchstone Advisors by each Fund during its current fiscal year is set forth below. Touchstone Advisors pays sub-advisory fees to each sub-advisor from its advisory fee.
Name of Fund Annual Fee Rate -------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund 0.75% -------------------------------------------------------------------------------- Touchstone Core Plus Fixed Income Fund 0.45% -------------------------------------------------------------------------------- Touchstone Emerging Markets Equity Fund 1.10% -------------------------------------------------------------------------------- Touchstone Global Equity Fund 0.85% -------------------------------------------------------------------------------- Touchstone Global Real Estate Fund 0.80% -------------------------------------------------------------------------------- Touchstone International Fixed Income Fund 0.55% -------------------------------------------------------------------------------- Touchstone Large Cap Relative Value Fund 0.70% Touchstone Long/Short Equity Fund 1.30% Touchstone Mid Cap Value Fund 0.85% Touchstone Small Cap Core Fund 0.85% -------------------------------------------------------------------------------- |
CONTRACTUAL FEE WAIVER AGREEMENT
Touchstone Advisors has contractually agreed to waive fees and reimburse expenses in order to keep certain Funds' "Net Expenses" (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business) from exceeding the levels set forth below. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund's average net assets during such month. The fee waivers and expense reimbursements will remain in effect until January 31, 2011.
Contractual Limit on Fund "Net Expenses" -------------------------------------------------------------------------------- Capital Appreciation Fund 0.94% Core Plus Fixed Income Fund 0.70% Emerging Markets Equity Fund 1.49% Global Equity Fund 1.09% Global Real Estate Fund 1.14% International Fixed Income Fund 0.84% -------------------------------------------------------------------------------- |
Large Cap Relative Value Fund 0.94% Long/Short Equity Fund 1.50% Mid Cap Value Fund 1.04% Small Cap Core Fund 1.09% -------------------------------------------------------------------------------- |
SUB-ADVISORS
FARR, MILLER & WASHINGTON LLC ("FMW"), an SEC-registered advisor located at 1020 19th Street, NW, Suite 200, Washington, DC, 20036, serves as sub-advisor to the Touchstone Capital Appreciation Fund. As sub-advisor, FMW makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, FMW had approximately $494.9 million in assets under management.
Prior Performance of Similar Accounts Managed by FMW
FMW has been managing large cap growth portfolios since 1996. FMW began maintaining a composite of similarly managed accounts using this strategy on December 31, 1996. This Large Cap Growth composite and the Capital Appreciation Fund have substantially similar investment objectives, policies and strategies. The information for the Large Cap Growth composite is provided to show FMW's past performance in managing the Large Cap Growth composite, as measured against specified market indices. The performance of the Large Cap Growth composite does not represent the historical performance of the Capital Appreciation Fund and should not be considered indicative of future performance of the Capital Appreciation Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the Large Cap Growth composite are not subject to certain investment limitations, diversification or other restrictions imposed by the Investment Company Act of 1940, as amended ("1940 Act") and the Internal Revenue Code of 1986, as amended ("Code") which, if applicable, may have adversely affected the performance results of the Large Cap Growth composite. The results for different periods may vary. All of FMW's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Capital Appreciation Fund are included in the Large Cap Growth composite returns presented below. The performance return information presented below was provided by FMW.
The performance is shown net of the advisory fees charged by FMW to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Capital Appreciation Fund. If the Capital Appreciation Fund's higher expenses were reflected, the Large Cap Growth composite performance presented would be lower. The Large Cap Growth composite's rate of return includes realized and unrealized gains plus income. Returns from cash and cash equivalents in the Large Cap Growth composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The Large Cap Growth composite performance information is calculated in accordance with the Global Investment Performance Standards ("GIPS(R)") created and administered by the CFA Institute. This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
FMW'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09 - 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* FMW's Large Cap Growth Composite (net of fees) 34.32% -6.10% -8.34% -19.45% 28.89% 9.05% 1.77% 12.05% 4.54% -31.25% 7.34% Russell 1000 Growth Index (1) 33.16% -22.42% -20.42% -27.88% 29.75% 6.30% 5.26% 9.07% 11.81% -38.44% 11.53% S&P 500 Index(2) 21.04% -9.11% -11.89% -22.10% 28.68% 10.88% 4.91% 15.79% 5.49% -37.00% 3.16% |
1 Year(3) 3 Year(3) 5 Year(3) 10 Year(3) FMW's Large Cap Growth Composite (net of fees) -31.25% -6.97% -2.22% 0.70% Russell 1000 Growth Index (1) -38.44% -9.11% -3.42% -4.27% S&P 500 Index(2) -37.00% -8.36% -2.19% -1.38% |
* Not Annualized.
(1) The Russell 1000 Growth Index is an index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The S&P 500 Index is an index that includes 500 leading companies in leading industries of the U.S. economy. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.Returns greater than 1 year are annualized..
BRADFORD & MARZEC LLC ("BRADFORD & MARZEC"), an SEC-registered advisor located at 333 S. Hope Street, Suite 4050, Los Angeles, California, 90071, serves as sub-advisor to the Touchstone Core Plus Fixed Income Fund. As sub-advisor, Bradford & Marzec makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bradford & Marzec had approximately $3.6 billion in assets under management.
Prior Performance of Similar Accounts Managed by Bradford & Marzec
Bradford & Marzec has been managing fixed income portfolios since 1984. Bradford & Marzec began maintaining a composite of similarly managed accounts using this strategy on April 1, 1985. This composite and the Core Plus Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bradford & Marzec's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Core Plus Fixed Income Fund and should not be considered indicative of future performance of the Core Plus Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bradford & Marzec' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Core Plus Fixed Income Fund are included in the composite returns presented below. The performance return information presented below was provided by Bradford & Marzec.
The performance is shown net of the advisory fees charged by Bradford & Marzec to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Core Plus Fixed Income Fund. If the Core Plus Fixed Income Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
BRADFORD & MARZEC'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09 - 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* Bradford & Marzec's Composite(net of fees) -0.78% 11.90% 6.73% 8.05% 6.24% 5.34% 2.38% 4.57% 5.68% 4.38% 4.50% Barclays Capital U.S. Aggregate Bond Index (1) -0.82% 11.63% 8.44% 10.26% 4.10% 4.34% 2.43% 4.33% 6.97% 5.24% 1.90% |
Since 1 Year(2) 3 Year(2) 5 Year(2) 10 Year(2) Inception(3) Bradford & Marzec's Composite(net of fees) 4.38% 4.87% 4.46% 5.40% 8.59% Barclays Capital U.S. Aggregate Bond Index (1) 5.24% 5.51% 4.65% 5.63% 8.13% |
* Not Annualized
(1) The Barclays Capital U.S. Aggregate Bond Index (formerly The Lehman Brothers U.S. Aggregate Index) is comprised of U.S. fixed rate debt issues having a maturity of at least one year and rated investment grade or higher. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is April 1, 1985. The since inception return is as of December 31, 2008.
AGF INVESTMENTS AMERICA, INC. ("AGF"), an SEC-registered advisor located at 53 State Street, Boston, Massachusetts,02109, serves as sub-advisor to the Touchstone Emerging Markets Equity Fund. As sub-advisor, AGF makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, AGF's parent company, AGF Management Limited, had approximately $33.1 billion in assets under management.
Prior Performance of Similar Accounts Managed by AGF
AGF has been managing emerging market portfolios since 2003. AGF began maintaining a composite of similarly managed accounts using this strategy on June 30, 2003. This composite and the Emerging Markets Equity Fund have substantially similar investment objectives, polices and strategies. The information for the composite is provided to show AGF's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Emerging Markets Equity Fund and should not be considered indicative of future performance of the Emerging Markets Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of AGF's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Emerging Markets Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by AGF.
The performance is shown net of the asvisory fees charged by AGF to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Emerging Markets Equity Fund. If the Emerging Markets Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance method used to calculate returns is a daily valued return method. Portfolios are valued daily, and the returns are calculated monthly as the compounded daily change in portfolio value. This is also known as a "true time weighted rate of return" method for calculating returns, and is commonly used in calculating performance for investment portfolios. This performance calculation method differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AGF'S HISTORICAL PERFORMANCE COMPOSITE
6/30/03- 01/01/09 - 12/31/03 2004 2005 2006 2007 2008 06/30/09* AGF's Composite(net of fees) 36.23% 28.19% 42.79% 43.14% 34.95% -46.50% 39.21% MSCI Emerging Markets Index(1) 34.57% 25.95% 34.54% 32.59% 39.78% -53.18% 34.84% |
Since 1 Year(2) 3 Year(2) 5 Year(2) Inception(3) AGF's Composite (net of fees) -18.50% 7.87% 21.25% 23.51% MSCI Emerging Markets Index (1) -27.82% 3.27% 15.08% 17.97% |
* Not Annualized.
(1) The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI EMERGING MARKETS INDEX consisted of the following 23 emerging market countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008
(3) The inception date of the composite is June 30, 2003. The since inception return is as of December 31, 2008.
BEDLAM ASSET MANAGEMENT PLC ("BEDLAM"), an SEC-registered advisor located at 20 Abchurch Lane, London EC4n 7BB, United Kingdom, serves as sub-advisor to the Touchstone Global Equity Fund. As sub-advisor, Bedlam makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bedlam had approximately $460 million in assets under management.
Prior Performance of Similar Accounts Managed by Bedlam
Bedlam has been managing global equity portfolios since 2002. Bedlam began maintaining a composite of similarly managed accounts using this strategy in December 2002. This composite and the Global Equity Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bedlam's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Equity Fund and should not be considered indicative of future performance of the Global Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bedlam's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by Bedlam.
The performance is shown net of the advisory fees charged by Bedlam to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Equity Fund. If the Global Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
01/01/09 - 2003 2004 2005 2006 2007 2008 06/30/09* Bedlam's Composite (net of fees) 43.70% 26.11% 32.55% 21.92% 8.55% -37.39% 1.46% MSCI All Country World Index (1) N/A 15.75% 11.37% 21.53% 12.18% -41.85% 9.59% MSCI World Index(2) N/A 15.25% 10.02% 20.65% 9.57% -40.33% 6.79% |
BEDLAM'S HISTORICAL PERFORMANCE COMPOSITE
Since 1 Year(3) 3 Year(3) 5 Year(3) Inception(3) Bedlam's Composite(net of fees) -37.39% -6.07% 6.73% 12.16% MSCI All Country World Index (1) -41.85% -7.45% 0.44% 5.47% MSCI World Index(2) -40.33% -7.61% 0.00% 4.97% |
* Not Annualized.
(1) The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.
(4) The inception date of the composite is December 31, 2002. The since inception return is as of December 31, 2008.
CORNERSTONE REAL ESTATE ADVISERS LLC ("CORNERSTONE") located at 1 Financial Plaza, Suite 1700, Hartford, CT, 06103, serves as sub-advisor to the Touchstone Global Real Estate Fund. As sub-advisor, Cornerstone makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Cornerstone had approximately $8.16 billion in assets under management.
Prior Performance of Similar Accounts Managed by Cornerstone
Cornerstone has been managing global real estate portfolios since June 4, 2007. Cornerstone began maintaining a composite of similarly managed accounts using this strategy on July 31, 2007. This composite and the Global Real Estate Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Cornerstone's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Real Estate Fund and should not be considered indicative of future performance of the Global Real Estate Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Cornerstone's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Real Estate Fund are included in the composite returns presented below. The performance return information presented below was provided by Cornerstone.
The performance is shown net of the advisory fees charged by Cornerstone to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Real Estate Fund. If the Global Real Estate Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
CORNERSTONE'S HISTORICAL PERFORMANCE COMPOSITE
7/31/07- 01/01/09 - 12/31/07 2008 06/30/09* Cornerstone's Composite(net of fees) 0.22% -46.70% 3.26% FTSE EPRA/NAREIT Developed Index (1) -2.11% -47.73% 5.88% 1 Year(2) Since Inception(3) Cornerstone's Composite (net of fees) -46.70% -35.76% FTSE EPRA/NAREIT Developed Index (1) -47.73% -37.68% |
* Not Annualized.
(1) The FTSE EPRA/NAREIT Developed Index is an index that measures the general trends in eligible real estate equities worldwide. Relevant real estate activities are defined as the ownership, disposure and development of income-producing real estate. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is July 31, 2007. The since inception return is as of December 31, 2008.
AUGUSTUS ASSET MANAGERS LIMITED ("AUGUSTUS"), an SEC-registered advisor located at One Rockefeller Plaza, 21st Floor, New York, New York, 10020, serves as sub-advisor to the Touchstone International Fixed Income Fund. As sub-advisor, Augustus makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Augustus had approximately $8.8 billion in assets under management.
Prior Performance of Similar Accounts Managed by Augustus
Augustus has been managing international fixed income portfolios since 1984. Augustus began maintaining a similarly managed account using this strategy on January 1, 1985. This account and the International Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the account is provided to show Augustus' past performance in managing the account, as measured against specified market indices. The performance of the account does not represent the historical performance of the International Fixed Income Fund and should not be considered indicative of future performance of the International Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the account is not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the account. The results for different periods may vary. All of Augustus' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the International Fixed Income Fund are included in the account returns presented below. The performance return information presented below was provided by Augustus.
The performance is shown net of the advisory fees charged by Augustus to its clients included in the account. It has not been adjusted to reflect the higher expenses of the International Fixed Income Fund. If the International Fixed Income Fund's higher expenses were reflected, the account performance presented would be lower. The account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the account are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AUGUSTUS' HISTORICAL PERFORMANCE COMPOSITE
01/01/09- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* Augustus' Account (net of fees) -5.16% -2.52% -4.01% 17.56% 18.96% 12.41% -7.28% 3.54% 10.48% 8.59% 0.34% Citigroup World Government Bond Index ex-US (1) -5.08% -2.64% -3.55% 21.99% 18.52% 12.13% -9.20% 6.94% 11.45% 10.10% -0.62% |
1 Year(2) 3 Year(2) 5 Year(2) 10 YEAR(2) Augustus' Account (net of fees) 4.26% 7.17% 5.70% 5.80% Citigroup World Government Bond Index ex-US (1) 10.10% 9.48% 5.97% 6.84% |
* Not Annualized.
(1) The Citigroup World Government Bond Index ex-US is an index that measures the performance of the most significant and liquid government bond markets globally that carry at least an investment grade rating. Currently, the index includes bonds issued by the governments of 21 developed counties. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
EARNEST PARTNERS LLC ("EARNEST PARTNERS"), an SEC-registered advisor located at 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309, serves as sub-advisor to the Touchstone Large Cap Relative Value Fund. As sub-advisor, EARNEST Partners makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, EARNEST Partners had approximately $14.3 billion in assets under management.
Prior Performance of Similar Accounts Managed by EARNEST Partners
EARNEST Partners has been managing large cap value portfolios since 1999. EARNEST Partners began maintaining a composite of similarly managed accounts using this strategy on June 30, 2002. This composite and the Large Cap Relative Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show EARNEST Partners' past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Large Cap Relative Value Fund and should not be considered indicative of future performance of the Large Cap Relative Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of EARNEST Partners' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Large Cap Relative Value Fund are included in the composite returns presented below. The performance return information presented below was provided by EARNEST Partners.
The performance is shown net of the advisory fees charged by EARNEST Partners to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Large Cap Relative Value Fund. If the Large Cap Relative Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
EARNEST PARTNERS' HISTORICAL PERFORMANCE COMPOSITE
6/30/02- 01/01/09 - 12/31/02 2003 2004 2005 2006 2007 2008 06/30/09* EARNEST Partners' Composite (net of fees) -10.35% 31.89% 14.59% 15.82% 13.03% 6.07% -40.68% 7.44% Russell 1000 Value Index (1) -4.78% 30.03% 16.49% 7.05% 22.25% -0.17% -36.85% 2.87% |
Since 1 Year(2) 3 Year(2) 5 Year(2) Inception(3) EARNEST Partners' Composite(net of fees) -40.68% -10.07% -0.41% 2.47% Russell 1000 Value Index (1) -36.85% -8.32% -0.79% 1.60% |
* Not Annualized.
(1) The Russell 1000 Value Index is an index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is June 30, 2002. The since inception return is as of December 31, 2008.
ARONSON+JOHNSON+ORTIZ ("AJO"), an SEC-registered advisor located at 230 South Broad Street, 20th Floor, Philadelphia, Pennsylvania, 19102, serves as sub-advisor to the Touchstone Long/Short Equity Fund. As sub-advisor, AJO makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, AJO had approximately $17.37 billion in assets under management.
Prior Performance of Similar Accounts Managed by AJO
AJO has been managing Long/Short portfolios since 1997. AJO began maintaining a composite of similarly managed accounts using this strategy on January 15, 1997. This composite and the Long/Short Equity Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show AJO's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Long/Short Equity Fund and should not be considered indicative of future performance of the Long/Short Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of AJO's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Long/Short Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by AJO.
The performance is shown net of the advisory fees charged by AJO to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Long/Short Equity Fund. If the Long/Short Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AJO'S HISTORICAL PERFORMANCE COMPOSITE
01/01/09- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* AJO's Composite (net of fees) -27.40% 29.50% 14.30% 13.10% -2.30% 1.30% 4.80% 6.80% 0.30% 10.10% -7.40% Citigroup 3-Month T-Bill Index (1) 4.70% 6.00% 4.10% 1.70% 1.10% 1.20% 3.00% 4.80% 4.70% 1.80% 0.10% |
Since 1 Year(2) 3 Year(2) 5 Year(2) 10 Year(2) Inception(3) AJO's Composite (net of fees) 10.20% 5.60% 4.60% 4.00% 6.20% Citigroup 3-Month T-Bill Index (1) 1.80% 3.80% 3.10% 3.30% 3.60% |
* Not Annualized.
(1) The Citigroup 3-Month T-Bill Index is an index that measures monthly return equivalents of yield averages that are not marked to market. The Three-Month Treasury Bill Indexes consist of the last three three-month Treasury bill issues. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is January 15, 1997. The since inception return is as of December 31, 2008.
LEE MUNDER CAPITAL GROUP, LLC ("LMCG"), an SEC-registered investment adviser located at 200 Clarendon Street, 28th Floor, Boston, MA, 02116, serves as sub-advisor to the Touchstone Mid Cap Value Fund. As sub-advisor, LMCG makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, LMCG had approximately $3.3 million in assets under management.
Prior Performance of Similar Accounts Managed by LMCG
LMCG has been managing mid cap value portfolios since 2005. LMCG began maintaining a composite of similarly managed accounts using this strategy on October 1, 2005. This composite and the Mid Cap Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show LMCG's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Mid Cap Value Fund and should not be considered indicative of future performance of the Mid Cap Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of LMCG's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Mid Cap Value Fund are included in the composite returns presented below. The performance return information presented below was provided by LMCG.
The performance is shown net of the advisory fees charged by LMCG to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Mid Cap Value Fund. If the Mid Cap Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
LMCG'S HISTORICAL PERFORMANCE COMPOSITE
10/1/05 - 01/01/09 - 12/31/05 2006 2007 2008 06/30/09* LMCG's Composite (net of fees) 2.20% 17.40% 0.00% -28.30% 13.20% Russell Midcap Value Index (1) 1.3% 20.20% -1.40% -38.40% 3.19% |
Since 1 Year(2) 3 Year(2) Inception(3) LMCG's Composite (net of fees) -28.25% -5.56% -4.50% Russell Midcap Value Index (1) -38.44% -9.98% -8.87% |
* Not Annualized.
(1) The Russell MidCap Value Index is an index that measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is October 1, 2005. The since inception return is as of December 31, 2008.
LONDON COMPANY OF VIRGINIA D/B/A THE LONDON COMPANY ("TLC"), an SEC-registered advisor located at 1801 Bayberry Court, Suite 301, Richmond, Virginia, 23226, serves as sub-advisor to the Touchstone Small Cap Core Fund. As sub-advisor, TLC makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, TLC had approximately $940 million in assets under management.
Prior Performance of Similar Accounts Managed by TLC
TLC has been managing small cap core portfolios since 1999. TLC began maintaining a composite of similarly managed accounts using this strategy on September 30, 1999. This composite and the Small Cap Core Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show TLC's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Small Cap Core Fund and should not be considered indicative of future performance of the Small Cap Core Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of TLC' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Small Cap Core Fund are included in the composite returns presented below. The performance return information presented below was provided by TLC.
The performance is shown net of the advisory fees charged by TLC to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Small Cap Core Fund. If the Small Cap Core Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, excluding accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
TLC'S HISTORICAL PERFORMANCE COMPOSITE
9/30/99 - 01/01/09 - 12/31/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 06/30/09* TLC's Composite (net of fees) 0.71% 20.97% 12.96% 0.06% 47.15% 40.35% -3.53% 41.59% 6.74% -32.22% 9.10% Russell 2000 Index (1) 18.44% -3.02% 2.49% -20.48% 47.25% 18.33% 4.55% 18.37% -1.57% -33.79% 2.64% |
Since 1 Year(2) 3 Year(2) 5 Year(2) Inception(3) TLC's Composite(net of fees) -32.22% 0.80% 6.76% 11.82% Russell 2000 Index (1) -33.79% -8.28% -0.93% 3.16% |
* Not Annualized.
(1) The Russell 2000 Index is an index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000(R) Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is September 30, 1999. The since inception return is as of December 31, 2008.
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 will be included in the Trust's March 31, 2010 Semi-Annual Report.
Portfolio Managers
The Touchstone Capital Appreciation Fund is managed by Michael Farr and Taylor McGowan. The Touchstone Core Plus Fixed Income Fund is managed by Edward Bradford, Zelda Marzec, Douglas Lopez, Jeff Brothers, Graham Allen and Terence Reidt. The Touchstone Emerging Markets Equity Fund is managed by Patricia Perez-Coutts and Stephen Way. The Touchstone Global Equity Fund is managed by Jonathan Compton and Ian McCallum. The Touchstone Global Real Estate Fund is managed by Dave Wharmby and Scott Westphal. The Touchstone International Fixed Income Fund is managed by Daniel Sheard and Tim Haywood. The Touchstone Large Cap Relative Value Fund is managed by a team led by Paul Viera. The Touchstone Long/Short Equity Fund is managed by Theodore Aronson, Stefani Cranston, Stuart P. Kaye, Gina Marie N. Moore, Martha Ortiz and R. Brian Wenzinger. The Touchstone Mid Cap Value Fund is managed by Peter Zuger and Don Cleven. The Touchstone Small Cap Core Fund is managed by Stephen Goddard, Jonathan Moody and Wade Stinnette. The background of each portfolio manager is set forth below. Additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds may be found in the SAI.
Farr, Miller & Washington LLC
Michael K. Farr, President and Chief Investment Officer, founded Farr, Miller & Washington in 1996 and is CEO and majority owner. He has investment experience dating back to 1987. Michael is a paid contributor to CNBC and is regularly quoted in the Wall Street Journal, USA Today, and the Washington Post, among many others. He is the author of "A Million Is Not Enough" published by Hachette Books USA in 2008.
Taylor McGowan, CFA, Principal, Portfolio Manager and Director of Research, was a Senior Equity Research Analyst at Friedman, Billings, Ramsey, Inc. before joining Farr, Miller & Washington, LLC. in 2001. He earned a Bachelor of Arts degree in English from the University of Virginia, an M.B.A. from the College of William and Mary, and has been awarded the Chartered Financial Analyst designation.
Bradford & Marzec LLC
Edward Bradford, Managing Partner, co-founded Bradford & Marzec in 1984. He has over 40 years of investment experience.
Zelda Marzec, Managing Partner, co-founded Bradford & Marzec in 1984. She has over 36 years of investment experience.
Douglas Lopez, CFA, Portfolio Manager, joined Bradford & Marzec in 1989. He has over 21 years of investment experience.
Jeff Brothers, CFA, Portfolio Manager, joined Bradford & Marzec in 1994. He has over 23 years of investment experience.
Graham Allen, FCMA, Portfolio Manager, joined Bradford & Marzec in 2003. He has over 32 years of investment experience.
Terence Reidt, CFA, Portfolio Manager, joined Bradford & Marzec in 1991. He has over 18 years of investment experience.
AGF Investments America, Inc.
Patricia Perez-Coutts, CFA, Senior Vice President and Portfolio Manager, joined AGF Funds Inc. in 2001 as an emerging markets specialist. She has managed the AGF Emerging Markets Fund since June 2002. Previously, she served as Vice President and Portfolio Manager at AIM Trimark (1994 to 2001) and as Vice President of research at First Mercantile Corporation (1990 to 1994). Patricia was appointed as a Portfolio Manager for the Sub-Advisor, AGF Investments America Inc. ("AGF") in 2009 focusing on the emerging markets mandate.
Stephen Way, CFA, Senior Vice President and Portfolio Manager, joined AGF Fund Inc. in 1987. In addition to his current role, he opened AGF International Advisors Company Limited, AGF's Dublin subsidiary, in 1991 and served as its Managing Director from 1991 to 1994.
Bedlam Asset Management PLC
Jonathan Compton, Managing Director, joined Bedlam in 2002. Previously, he was a portfolio manager with Samuel Montagu and Baring International. He has over 28 years of investment experience.
Ian McCallum, Director and CIO, joined Bedlam in 2002. Previously, he was an analyst with Merrill Lynch, Peregrine Securities and Credit Lyonnais Securities Asia. He has over 16 years of investment experience.
Cornerstone Real Estate Advisers LLC
Dave Wharmby, CFA, Portfolio Manager, joined Cornerstone in 1997. He has managed Cornerstone's Global Real Estate Securities product since inception and has over 18 years of real estate experience.
Scott Westphal, CFA, CPA, Managing Director, Portfolio Manger, joined Cornerstone in 1999 and is responsible for the creation and management of real estate securities portfolios. Previously he served as Executive Vice President and Portfolio Manager at JLW Capital Management and Senior Vice President at Cohen & Steers.
Augustus Asset Managers Limited
Daniel Sheard, Investment Manager, is joint lead manager of the Augustus Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in July 2006 as Deputy Chief Investment Officer and became Chief Investment Officer in January 2008. He previously worked at Prudential M&G, where he was a director of the Institutional Fixed Income group. He is a charterholder of the Chartered Institute of Bankers. He has over 23 years of investment experience
Tim Haywood, Investment Director - Business Unit Head, is joint lead manager of the Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in January 1998 from Orient Overseas International Ltd in Hong Kong, where he was CIO. He has over 22 years of investment experience.
EARNEST Partners LLC
Paul Viera, CEO and Partner, founded EARNEST Partners. Previously he served as Global Partner and senior member of Invesco's investment team and Vice President at Bankers Trust. He has over 30 years of investment experience.
Aronson+Johnson+Ortiz
Theodore R. Aronson, CFA, CIC, Portfolio Manager, founded AJO in 1984. He is involved in portfolio management, administration, and marketing. Previously, he served as a member of Drexel Burnham Investment Advisors Quantitative Equities Group and founded Addison Capital.
Stefani Cranston, CFA, CPA, Portfolio Manager, joined AJO in 1991. She is involved in financial accounting, performance measurement, and portfolio management. Previously, she served as senior accountant at Deloitte & Touche.
Stuart P. Kaye, CFA, Portfolio Manager, joined AJO in 2008. He is involved in portfolio management and research. Previously, he served as a Global Partner at Invesco (1997- 2008).
Gina Marie N. Moore, CFA, CPA, Portfolio Manager, joined AJO in 1998. She is involved in portfolio management and marketing. Previously, she was involved in marketing, client service, and portfolio analytics, first at Brandywine Asset Management and then at Glenmede Trust.
Martha E. Ortiz, CFA, CIC, Portfolio Manager, joined AJO in 1987. She is involved in portfolio management and trading. Previously, she was at Wilshire Associates and Continental Grain. At Continental, she traded cash grain commodities; at Wilshire, she supported the Equity Management System (now Atlas).
R. Brian Wenzinger, CFA, Portfolio Manager, joined AJO in 2000. He is involved in portfolio management and research. Previously, he spent 11 years at DuPont, primarily in the internal pension group.
Lee Munder Capital Group, LLC.
Peter Zuger, CFA, Co-Portfolio Manager, joined LMCG in 2005. Previously he was lead portfolio manager for State Street Research & Management Co.'s Mid Cap Value and Large Cap Value teams and founder and lead portfolio manager for the American Century Value Fund, VP Value Fund, and the American Century Equity Income Fund.
Donald Cleven, CFA, Co-Portfolio Manager, joined LMCG in 2002. Previously he was an investment analyst for American Century Investments and performed research on small cap value equities for Reams Asset Management.
London Company of Virginia d/b/a The London Company
Stephen Goddard, CFA, President, CIO and Portfolio Manager, founded The London Company in 1994. Previously, he held Senior Portfolio Management positions at CFB Advisory and Flippin, Bruce & Porter. He has over 24 years of investment experience.
Jonathan Moody, Director of Research and Portfolio Manger, joined The London Company in 2002. Previously, he founded Primary Research Group. He has over 20 years of investment experience.
J. Wade Stinnette, Portfolio Manager, joined The London Company in 2008. Previously he served as Senior Vice President and Investment Officer at Wachovia Corporation and founded Tanglewood Asset Management. He has over 23 years of investment experience.
SHARE CLASS OFFERINGS. Each Fund currently offers the classes of shares listed below. The Funds' Class A, Class C and Institutional shares are offered in separate prospectuses. For information about the Class A shares, Class C shares and Institutional shares or to obtain a copy of the prospectus, call Touchstone Securities, Inc. ("Touchstone") at 1.800.543.0407 or call your financial advisor.
Class A Class C Class Y Institutional --------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund X X X X Core Plus Fixed Income Fund X X X X Emerging Markets Equity Fund X X X X Global Equity Fund X X X X Global Real Estate Fund X X X X International Fixed Income Fund X X X X Large Cap Relative Value Fund X X X X Long/Short Equity Fund X X X Mid Cap Value Fund X X X X Small Cap Core Fund X X X X --------------------------------------------------------------------------------------------------------------- |
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.
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. You may purchase shares of the Fund through your financial institution. You can obtain an investment application from your financial institution. New purchases of Class Y shares are not available directly from Touchstone. Also, new purchases of Class Y shares may not be available through certain financial intermediaries who do not have appropriate selling agreements in place with Touchstone.
MINIMUM INVESTMENT REQUIREMENTS. The minimum initial investment in Class Y shares of the Funds is $2,500. There is no minimum for additional purchases of Class Y shares. Touchstone may change these initial and additional investment minimums at any time.
For more information about how to purchase shares, call Touchstone at 1.800.543.0407 or contact your financial institution.
INVESTOR ALERT: Touchstone reserves the right to restrict or reject any purchase request 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.)
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
THROUGH YOUR FINANCIAL INSTITUTION
o You may invest in Class Y shares by establishing an account through financial institutions that have appropriate selling agreements with Touchstone.
o Your financial institution will act as the shareholder of record of your Class Y shares.
o Financial institutions may set different minimum initial and additional investment requirements, may impose other restrictions or may charge you fees for their services.
o Financial institutions may designate intermediaries to accept purchase and sales orders on the Funds' behalf.
o Your financial institution may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.
o Before investing in the Funds through your financial institution, you should read any materials provided by your financial institution together with this Prospectus.
o For more information about how to purchase shares, call Touchstone at 1.800.543.0407 or call your financial institution.
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. An Authorized Processing Organization may:
o Charge a fee for its services
o Act as the shareholder of record of the shares
o Set different minimum initial and additional investment requirements
o Impose other charges and restrictions
o Designate intermediaries to accept purchase and sales orders on the Funds' behalf
Shares held through an Authorized Processing Organization may be transferred into your name following procedures established by the 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.
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 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.
PROCESSING PURCHASE ORDERS
Touchstone considers a purchase order as received when an authorized financial institution or Authorized Processing Organization, or its authorized designee, receives the order in proper form. These orders will be priced based on the Fund's net asset value ("NAV") next computed after such order is received in proper form.
Purchase orders received by Touchstone's authorized agent, 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 NAV. Purchase orders received by Touchstone's authorized agent, after the close of the regular session of trading on the NYSE are processed at the NAV next determined on the following business day. It is the responsibility of the financial institution 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
o Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds.
o Write your account number on the check.
o Mail the check directly to your financial institution at the address printed on your account statement. Your financial institution is responsible for forwarding payment promptly to Touchstone.
o 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
o Contact your financial institution for further instructions.
o Your bank may charge a fee for handling wire transfers.
o Purchases in the Funds will be processed at that day's NAV 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.
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.
SPECIAL TAX CONSIDERATION
You should consult with your tax advisor as to the federal income tax consequences to you upon your transfer of securities to a Fund in exchange for Fund shares
AUTOMATIC INVESTMENT OPTIONS
Please contact your financial institution or Authorized Processing Organization for further details on automatic investment options.
SELLING YOUR SHARES
You may sell some or all of your shares through your financial institution or an Authorized Processing Organization on any day that the Funds calculate their NAV. If your request is received by your financial institution or an Authorized Processing Organization, in proper form by the close of regular trading on the NYSE (normally 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.
o Your 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.
o Your financial institution may charge you a fee for selling your shares.
o Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.
o Your financial institution will be required to provide an original Medallion Signature Guaranteed letter of instruction to Touchstone in order to redeem shares in amounts of $100,000 or more.
SPECIAL TAX CONSIDERATION
Selling your shares may cause you to incur a taxable gain or loss.
INVESTOR ALERT: Unless otherwise specified, proceeds will be sent to the record owner at the address shown on Touchstone's records.
SIGNATURE GUARANTEES
Some circumstances require that 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:
o 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)
o Proceeds are being sent to an address other than the address of record
o Proceeds or shares are being sent/transferred from unlike registrations such as a joint account to an individual's account
o Sending proceeds via wire or ACH when bank instructions have been added or changed within 30 days of your redemption request
o Proceeds or shares are being sent/transferred between accounts with different account registrations
RECEIVING SALE PROCEEDS
Touchstone will forward the proceeds of your sale to you (or to your financial advisor or processing organization) within 7 days (normally within 3 business days) after receipt of a proper request. Proceeds that are sent to your financial institution will not usually be reinvested for you unless you provide specific instructions to do so. Therefore, the financial institution may benefit from the use of your money.
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:
o When the NYSE is closed on days other than customary weekends and holidays
o When trading on the NYSE is restricted
o 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 on the amount by which the fair market value of the securities sold exceeds the basis of the Fund shares redeemed. Until such time as the shareholder sells the securities they receive in kind, the securities are subject to market risk.
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 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.
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 your financial institution or an Authorized Processing
Organization.
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:
o All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost which the Board of Trustees has determined as fair value.
o Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.
Although investing in foreign securities is not a principal investment strategy of the Funds (except the Emerging Markets Equity, Global Real Estate, Global Equity and International Fixed Income Funds), any foreign securities held by a Fund will be priced as follows:
o All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.
o Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange. However, if an event 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.
o Because portfolio securities that are primarily listed on a non-U.S. exchange may trade on weekends or other days when a Fund does not price its shares, a Fund's NAV may change on days when shareholders will not be able to buy or sell shares.
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 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 use fair value pricing if reliable market quotations are unavailable due to infrequent trading. The Funds may also 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 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.
SPECIAL TAX CONSIDERATION
You should consult your tax advisor to address your own tax situation and the impact an investment in a Fund will have on your own tax situation.
Each Fund intends to distribute to its shareholders substantially all of its income and capital gains. The Global Real Estate Fund, Large Cap Relative Value Fund and Mid Cap Value Fund distribute their income, if any, quarterly as a dividend to shareholders. The Core Plus Fixed Income Fund and the International Fixed Income Fund distribute their income, if any, monthly as a dividend to shareholders. The Capital Appreciation Fund, Emerging Markets Equity Fund, Global Equity Fund, Long Short Equity Fund and Small Cap Core Fund, distribute their income, if any, annually as a dividend 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 contact your financial institution.
TAX INFORMATION
GENERAL. The Funds intend to qualify annually to be treated as regulated investment companies under the Code. As such, the Funds will not be subject to federal income taxes on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions of the Code. If for any taxable year a Fund fails to qualify as a regulated investment company, 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%. Also, all distributions from earnings and profits (as determined under federal income tax principles) to you will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2011) 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 a Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest such dividends in additional shares of a 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, 2011 and designated by a Fund as "qualified dividend income" are eligible for the long-term capital gain rate 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. Through the end of 2010, the maximum individual tax rate on net long-term capital gains is 15%.
SALE OF SHARES. It is a taxable event for you if you sell shares of a Fund. Depending on the purchase price and the sale price of the shares you sell, 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 hold the shares of a Fund as a capital asset, which capital gain will be long-term or short-term depending on how long you have held the shares of such Fund.
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%.
STATEMENTS AND NOTICES. You will receive an annual statement outlining the tax status of your distributions. You will also receive written notices of certain foreign taxes and distributions paid by the Funds during the prior taxable year.
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 OUR 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.
The financial highlights for the Funds are not included because the Funds had not commenced operations as of September 30, 2009.
TOUCHSTONE INVESTMENTS*
DISTRIBUTOR
Touchstone Securities, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
www.touchstoneinvestments.com
INVESTMENT ADVISOR
Touchstone Advisors, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
TRANSFER AGENT
JPMorgan Chase Bank, N.A.
303 Broadway, Suite 900
Cincinnati, OH 45202-4203
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.
For investors who want more information about the Funds, the following documents are available free upon request:
STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed information about the Funds and is legally a part of this Prospectus.
ANNUAL/SEMIANNUAL REPORTS ("FINANCIAL REPORTS"): These reports will provide additional information about the Funds' investments. The annual report will provide a discussion of the market conditions and investment strategies that significantly affected a Fund's performance during its last fiscal year. The Financial Reports when available may be obtained, free of charge, by contacting Touchstone Investments at 1.800.543.0407 or on the Touchstone Investments website at http://www.touchstoneinvestments.com/home/formslit/
You can get free copies of the SAI and 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 is also available on the
Touchstone Investments website at
http://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 1.202.942.8090.
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. 20549-0102, or by sending an e-mail request to: publicinfo@sec.gov.
Investment Company Act file no. 811-08104
October 1, 2009
PROSPECTUS
TOUCHSTONE FUNDS GROUP TRUST - INSTITUTIONAL SHARES
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
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.
PROSPECTUS OCTOBER 1, 2009 TOUCHSTONE INVESTMENTS INSTITUTIONAL SHARES Symbol Touchstone Capital Appreciation Fund TAFIX Touchstone Core Plus Fixed Income Fund TCPNX Touchstone Emerging Markets Equity Fund TMEIX Touchstone Global Equity Fund TGFIX Touchstone Global Real Estate Fund TRFIX Touchstone International Fixed Income Fund TIFIX Touchstone Large Cap Relative Value Fund TRVIX Mid Cap Value Fund TCVIX Touchstone Small Cap Core Fund TSFIX |
Each fund is a series of Touchstone Funds Group Trust (the "Trust"), a group of bond and equity mutual funds. The Trust is part of the Touchstone(R) Funds that also includes Touchstone Investment Trust, a group of taxable bond and money market mutual funds, Touchstone Strategic Trust, a group of equity mutual funds, Touchstone Tax-Free Trust, a group of tax-free bond and money market mutual funds, Touchstone Variable Series Trust, a group of variable series funds and Touchstone Institutional Funds Trust (formerly Constellation Institutional Portfolios), a group of institutional equity mutual funds (the "Touchstone Funds"). Each Touchstone Fund has a different investment goal and risk level. For further information about the Touchstone Funds, contact Touchstone Investments at 1.800.543.0407.
The Funds are managed by Touchstone Advisors, Inc. ("Touchstone Advisors" or the "Advisor"). Touchstone Advisors selects a sub-advisor (each a "Sub-Advisor," collectively the "Sub-Advisors") to manage each Fund's investments on a daily basis.
Table of Contents
Page -------------------------------------------------------------------------------- Capital Appreciation Fund 2 Core Plus Fixed Income Fund 4 Emerging Markets Equity Fund 8 Global Equity Fund 11 Global Real Estate Fund 14 International Fixed Income Fund 17 Large Cap Relative Value Fund 21 Mid Cap Value Fund 23 Small Cap Core Fund 25 Investment Strategies and Risks 28 The Funds' Management 33 Investing with Touchstone 50 Distributions and Taxes 59 Financial Highlights 60 -------------------------------------------------------------------------------- |
THE FUND'S INVESTMENT GOAL
The Touchstone Capital Appreciation Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Capital Appreciation Fund invests, under normal market conditions, at least 80% of its net assets (including borrowing for investment purposes) in common stocks of large capitalization U.S. companies that the Sub-Advisor, Farr, Miller & Washington, LLC ("FMW"), believes are trading at attractive valuations. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
FMW identifies potential new investments through the use of quantitative screens and qualitative input from the portfolio management team. FMW seeks to identify companies that exhibit a history of consistently high earnings and/or sales growth, high returns on invested capital, and attractive valuation. In evaluating and selecting potential investments for the Fund, FMW conducts in-depth research and analysis of potential new investments in an effort to find leading companies that FMW believes are operating in attractive industries; that have a long-term, stable track record of growing sales and earnings; that have strong balance sheets; that generate high returns on invested capital and strong free cash flow; and that trade at reasonable valuations. The Fund will hold approximately 30 to 40 securities. FMW will generally sell a company for the following reasons: excessive valuation, lack of confidence in the management team, a change in the original investment thesis or deterioration in the fundamentals.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and see exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.75% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.30% Total Annual Fund Operating Expenses 3.05% Less Fee Waiver and/or Expense Reimbursement(2) 2.26% Net Expenses 0.79% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.79%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $81 3 Years $729 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Core Plus Fixed Income Fund seeks current income. Capital appreciation is a secondary goal.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Core Plus Fixed Income Fund invests, under normal circumstances, at least 80% of its net assets (including borrowings for investment purposes) in fixed income securities. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of U.S. government obligations, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, structured notes, and foreign government debt obligations. U.S. and foreign government obligations include direct government obligations and those of government agencies and instrumentalities. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments of U.S. and foreign corporations. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Bradford & Marzec LLC ("Bradford & Marzec"), to be of comparable quality. The Fund may purchase foreign government securities of both developed and emerging market countries. The Fund will generally invest at least 80% of its total assets in investment-grade debt securities including sovereign debt obligations of developed countries, but may invest up to 20% of its total assets in non-investment grade debt securities, which are sometimes referred to as "junk bonds", including government securities of emerging market countries and non-investment grade corporate bonds. The Fund may invest up to 20% of its assets in securities denominated in a foreign currency.
In selecting investments for the Fund, Bradford & Marzec establishes target weights for each fixed income sector described above. In assessing the relative valuations of these sectors, Bradford & Marzec generally considers whether the securities included within a sector are selling at a discount to Bradford & Marzec's estimate of their intrinsic value. Once sector weights are established, Bradford & Marzec selects fixed income securities within each sector that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. The Fund will generally hold over 200 securities and seeks to be diversified according to issuer, sector, and structure. Bradford & Marzec generally sells a security when it reaches a target price or target yield spread relative to U.S. Treasury securities, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. The Fund may also invest in zero coupon securities. Under normal circumstances, the Fund's effective duration will typically be within 25% (plus or minus) of the effective duration of the Fund's benchmark, the Barclays Capital Aggregate Index, which as of June 30, 2009, was 4.30 years.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments and the risk that the market value of the security can fluctuate dramatically. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
The Fund's U.S. government securities are not guaranteed against price movements due to changing interest rates. Securities issued by some U.S. government agencies are backed by the U.S. Treasury, while others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the agency's own resources. In addition, securities issued by agencies such as the Federal National Mortgage Association ("Fannie Mae") are supported only by the credit of the issuing agency and any associated collateral. Some government agencies may not be backed by the full faith and credit of the U.S. Government which may increase the risk of loss of investment.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country which could substantially delay or defeat any recovery.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
This Fund should only be purchased by investors seeking high current income with reasonable risk to capital who can withstand share price volatility. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.79% Total Annual Fund Operating Expenses 2.24% Less Fee Waiver and/or Expense Reimbursement(2) 1.74% Net Expenses 0.50% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.50%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $51 3 Years $532 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Emerging Markets Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Emerging Markets Equity Fund invests, under normal market conditions, at least 80% of its net assets (including borrowings for investment purposes) in equity securities, such as common stock, preferred stock, convertible bonds and warrants, of companies located in 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 the Fund, an emerging market is one:
o That is included in the Morgan Stanley Capital International ("MSCI") Emerging Markets Index;
o That is considered by the Sub-Advisor, AGF Investments America Inc. ("AGFA"), to have an economy and financial system comparable to countries included in the MSCI Emerging Markets Index; or
o Whose economic activity and capital markets are dependent on emerging market countries. Examples include Hong Kong and Singapore.
The Fund invests in securities of companies operating in a broad range of industries. AGF invests in businesses that it believes are mispriced by the market and that are expected to generate positive and sustainable earnings growth. AGF believes that these companies should be able to achieve positive economic profits over time. In assessing company valuations, AGF uses the Economic Value-Added ("EVA") approach and considers factors such as cash flow return on investment, franchise value, competitive advantage, and investment profile.
In-depth, proprietary fundamental research conducted globally by the team of portfolio managers and analysts is used to seek emerging market securities with sustainable earnings growth prospects that are not recognized by the market, and are priced at attractive valuations. The Fund generally holds 70 to 90 securities and attempts to broadly diversify its investments among securities and countries by limiting its exposure to a particular company or country. The Fund's weight in any individual country is limited to 20% at purchase. AGF 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 opportunities appear more attractive.
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.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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. 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.
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.
Foreign receipts, which include American Depository Receipts ("ADRs") and Global Depository Receipts ("GDRs"), are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of emerging markets investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 1.10% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.68% Total Annual Fund Operating Expenses 2.78% Less Fee Waiver and/or Expense Reimbursement(2) 1.44% Net Expenses 1.34% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 1.34%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $136 3 Years $726 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Equity Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Equity Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in US and foreign, including emerging market countries, equity securities, such as common stock, preferred stock and warrants,. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. The Fund will invest significantly (generally 40% or more of the Fund's assets) in equity securities of companies domiciled outside the U.S. or with significant business operations and/or assets outside the U.S.
The Fund will invest in equity securities of companies without regard to market capitalization that the Sub-Advisor, Bedlam Asset Management PLC ("Bedlam"), believes are attractively priced in consideration of their growth prospects. For each company considered for inclusion in the Fund, Bedlam assesses the current and expected future fundamentals of the company's industry and sector; evaluates the company's financial statements and its earnings quality; identifies the key drivers of the company's earnings and cash flow; and develops proprietary forecasts of the company's earnings and free cash flow. Bedlam requires a company's expected free cash flow yield or earnings yield over the subsequent two years to be at least 20% greater than Bedlam's estimate of the company's cost of equity capital. The Fund will generally invest in at least eight countries and will hold approximately 30 to 50 securities. Bedlam generally sells a security when it reaches its fair value estimate as determined by Bedlam, when earnings forecasts do not justify the current price, when there has been or there is an expectation of an adverse change in the company's fundamentals or the sector fundamentals, or when other opportunities appear more attractive.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
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.
Foreign receipts, which include ADRs, are securities that evidence ownership interests in a security or a pool of securities issued by a foreign issuer. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. 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 voting rights with respect to the deposited security.
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.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.69% Total Annual Fund Operating Expenses 3.54% Less Fee Waiver and/or Expense Reimbursement(2) 2.60% Net Expenses 0.94% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.94%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $96 3 Years $843 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Global Real Estate Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Global Real Estate 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. 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, real estate equity securities include common stocks, preferred stocks, and other equity securities issued by real estate investment trusts ("REITs") and other real estate operating companies that derive the majority of their revenue from the direct or indirect ownership, construction, financing, management, or sale of commercial, industrial, or residential real estate. The Fund will invest significantly (generally 40% or more of the Fund's assets) in real estate equity securities of companies domiciled outside the U.S. or with a majority of their assets or aforementioned real estate activities outside the U.S.
The Fund's Sub-Advisor, Cornerstone Real Estate Advisers LLC ("Cornerstone"), employs a fundamental, research-driven investment process. Cornerstone considers the following factors in selecting real estate equity securities for the Fund:
o Environmental factors that affect real estate such as the macroeconomic environment, cost of capital, investor sentiment for real estate securities, and the fundamental health of global real estate markets.
o Company-specific factors such as valuation, company's management team, competitive strategy, positioning of the real estate portfolio, capital position and access to capital markets, and financial management.
o Real estate, financial markets, and company-specific risks such as management risk (i.e., depth of management and alignment with shareholders), corporate governance, real estate portfolio risk (including location, age and condition of properties), property development risk, property income risk, debt profile, and equity liquidity risk (i.e., the ability to trade the security without materially affecting the price).
After identifying attractive securities for potential inclusion in the Fund, Cornerstone constructs a portfolio generally consisting of 65 to 90 securities. Cornerstone will generally sell a security when its prospects for capital appreciation have diminished, when it reaches fair value, or when another investment option is more attractive.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of a single company. The Fund will concentrate its investments in the real estate industry.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases equity securities, the 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, and 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. 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 on the company's assets in the event of liquidation.
Since the Fund's investments are concentrated in the real estate sector, they are subject to the risk that the real estate sector will underperform the broader market, as well as the risk that issuers in the sector will be impacted by market conditions, legislative or regulatory changes, or competition.
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 are subject to management fees and other expenses that are separate from those of the Fund. Accordingly, the 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.
The securities of issuers that own, construct, manage or sell commercial real estate (e.g. shopping malls) or industrial real estate (e.g. office buildings) may be affected by economic conditions, generally, and specifically by changes in real estate values and property taxes, overbuilding, variations in rental income and vacancy rates in terms of supply and demand, interest rates and changes in tax and regulatory requirements, such as those relating to the environment. Performance of a particular real estate security also may depend on the structure, cash flow, and management skill of the particular company.
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 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.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of global real estate investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.80% Distribution and/or Shareholder Services Fees None Other Expenses1 2.30% Total Annual Fund Operating Expenses 3.10% Less Fee Waiver and/or Expense Reimbursement(2) 2.11% Net Expenses 0.99% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.99%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $101 3 Years $758 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone International Fixed Income Fund seeks total return.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone International Fixed Income 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. This is a non-fundamental investment policy that can be changed by the Fund upon 60 days' prior notice to shareholders. Fixed income securities consist of debt obligations of developed and emerging market governments, their agencies and instrumentalities, corporate debt obligations, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, non-investment grade corporate debt obligations, and debt securities that are convertible into common or preferred stock. Corporate debt obligations include corporate bonds, debentures, notes and other similar instruments. Investment grade fixed income securities include securities rated BBB- or higher by Standard & Poor's Corporation ("S&P") or Baa3 or higher by Moody's Investors Services, Inc. ("Moody's") or, if unrated by S&P or Moody's, determined by the sub-advisor, Augustus Asset Managers Limited ("Augustus"), to be of comparable quality. Sovereign debt securities may be denominated in U.S. dollars or a foreign currency. The Fund may invest in securities denominated in U.S. dollars or a foreign currency.
The Fund may invest up to 20% of its total assets in non-investment grade debt securities. The Fund may invest up to 10% of its total assets in debt obligations of emerging market governments, their agencies and instrumentalities. The Fund may invest in forward currency contracts in order to achieve its goal. Forward currency contracts may be used to hedge currency exposure of the Fund's fixed income securities and they may be used to invest in one currency that Augustus expects to appreciate relative to another currency.
Augustus selects the Fund's foreign country and currency compositions based on an evaluation of various macroeconomic factors including, but not limited to, relative interest rates, exchange rates, monetary and fiscal policies, trade, and current account balances. In selecting the Fund's target fixed income sector weights, Augustus assesses the relative valuations of the sectors by determining whether the securities included within a sector are selling at a discount to Augustus' estimate of their intrinsic value. Once country, currency, and sector weights are established, Augustus selects fixed income securities within each sector and country that it believes offer attractive income and/or capital appreciation potential with a reasonable level of risk. Augustus generally sells a security when it reaches a target price, there is a change in the issuer's credit quality, or if its current assessment of the relative valuations of the sectors in which the Fund invests or markets as a whole make investments in other securities appear more attractive.
The securities in which the Fund invests may pay interest at fixed rates, variable rates, or subject to reset terms. In addition, these securities may make principal payments that are fixed, variable or both. Under normal circumstances, the Fund's effective duration will be within two years (plus or minus) of the effective duration of the Fund's benchmark, the Citigroup World Government Bond Index ex-U.S., which as of June 30, 2009 was 6.60 years.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
The prices of the 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. Generally, the Fund's fixed income securities will decrease in value if interest rates rise and vice versa. Regardless of the rating of a security, the Fund is subject to the risk that an issuer of the security will be unable or unwilling to make timely principal and/or interest payments. Investment grade debt securities may be downgraded by a major rating agency to below investment grade status, which would increase the risk of holding these securities or a rating may become stale in that it fails to reflect changes to an issuer's financial condition. Ratings represent the rating agency's opinion regarding the quality of the security and are not a guarantee of quality. Rating agencies may fail to make timely credit ratings in response to subsequent events. In addition, ratings agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.
Investment-grade debt securities in the lowest rating category by a Nationally Recognized Statistical Rating Organization involve a higher degree of risk than fixed-income securities in the higher-rating categories. While such securities are considered investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.
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. Because the Fund will typically be expected to have an effective duration between two and five years, the value of your investment in the Fund would be expected to fall by a corresponding percentage for every 1% increase in interest rates. Maturity, on the other hand, is the date on which a fixed income security becomes due for payment of principal.
Mortgage-backed securities are fixed income securities representing an interest in a pool of underlying mortgage loans. Mortgage-backed securities 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 the security will increase, exacerbating its decrease in market price. 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 duration of the Fund's mortgage-backed securities and, therefore, to fully assess the interest rate risk of the Fund. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of mortgage-backed securities and could result in losses to the Fund. The risk of such defaults is generally higher in the cases of mortgage pools that include subprime mortgages. Subprime mortgages refer to loans made to borrowers with weakened credit histories or with lower capacity to make timely payments on their mortgages.
Asset-backed securities are fixed income securities backed by other assets such as credit card, automobile or consumer loan receivables, retail installment loans, or participations in pools of leases. Credit support for these securities may be based on the underlying assets and/or provided through credit enhancements by a third party. Even with a credit enhancement by a third party, there is still risk of loss. There could be inadequate collateral or no collateral for asset-backed securities. The values of these securities are sensitive to changes in the credit quality of the underlying collateral, the credit strength of the credit enhancement, changes in interest rates and, at times, the financial condition of the issuer. Some asset-backed securities also may receive prepayments that can change the securities' effective durations.
Non-investment grade debt securities are sometimes referred to as "junk bonds" and may be very risky with respect to their issuers' ability to make payments of interest and principal. There is a high risk that the 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.
The Fund may invest in derivatives, such as futures and options contracts or swap contracts, to pursue its investment objective. The use of such derivatives may expose the 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 with respect to a swap contract. These additional risks could cause the Fund to experience losses to which it would otherwise not be subject. The Fund may use derivates to gain exposure to (or hedge exposure against) a particular market, currency or instrument, to adjust the Fund's duration or attempt to manage interest rate risk, and for certain other purposes consistent with its investment strategy.
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 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.
The actions of governments concerning their respective economies could have an important effect on their ability or willingness to service their sovereign debt. Such actions could have significant effects on market conditions and on the prices of securities and instruments held by the Fund, including the securities and instruments of foreign private issuers. Factors which may influence the ability or willingness of foreign sovereigns to service debt include, but are not limited to: the availability of sufficient foreign exchange on the date payment is due; the relative size of its debt service burden to the economy as a whole; its balance of payments (including export performance) and cash flow situation; its access to international credits and investments; fluctuations in interest and currency rates and reserves; and its government's policies towards the International Monetary Fund, the World Bank and other international agencies. If a foreign sovereign defaults on all or a portion of its foreign debt, the Fund may have limited legal recourse against the issuer and/or guarantor. In some cases, remedies must 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 prevailing country which could substantially delay or defeat any recovery.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking total return who can withstand the share price volatility of international fixed income investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.55% Distribution and/or Shareholder Services Fees None Other Expenses(1) 1.45% Total Annual Fund Operating Expenses 2.00% Less Fee Waiver and/or Expense Reimbursement(2) 1.31% Net Expenses 0.69% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.69%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $70 3 Years $500 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Large Cap Relative Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Large Cap Relative Value 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. This is a non-fundamental policy that can be changed by the Fund upon 60 days' prior notice to shareholders. For purposes of the Fund, a large capitalization company has a market capitalization within the range of market capitalization represented in the Russell 1000 Index (between $829 million and $338 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell 1000 Index will change with market conditions.
The Sub-Advisor, EARNEST Partners LLC ("EARNEST Partners") employs an investment style that seeks to outperform the Russell 1000 Index while attempting to control volatility and risk. In the first step of the investment process, EARNEST Partners screens the relevant universe to identify stocks that it believes are likely to outperform based on their financial characteristics and the current environment. This process seeks to identify the financial and market characteristics, including valuation measures, market trends, operating trends, growth measures, and profitability measures that have been in place when an individual company has produced outstanding performance. In the second step of the investment process, an investment thesis is developed and tested for certain companies identified in the first step. The test generally includes conversations with the company's management team and industry specialists, review of the company's financial reports, analysis of industry and company-specific studies, and independent field research. In the final step of the investment process, EARNEST Partners constructs a portfolio of approximately 50 stocks that EARNEST Partners believes are expected to collectively have the best potential for capital appreciation and are expected to mitigate downside risk. EARNEST Partners will generally sell a stock if the company's prospects deteriorate, or if it identifies another stock expected to have superior return and risk characteristics.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the Fund is subject to the risk that stock prices will fall over short or extended periods of time. The Fund's investment approach is intended to provide capital appreciation, which carries with it the potential for price volatility associated with owning equity securities. 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 suffer a decline in response to such developments which could result in 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.
Large cap companies may be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of equity investing and seek exposure to large cap stocks. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.70% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.30% Total Annual Fund Operating Expenses 3.00% Less Fee Waiver and/or Expense Reimbursement(2) 2.21% Net Expenses 0.79% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.79%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $81 3 Years $718 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Mid Cap Value Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Mid Cap Value Fund invests, under normal conditions, at least 80% of its net assets (including borrowings for investment purposes) in common stocks of medium capitalization companies. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a medium capitalization company has a market capitalization within the range of market capitalization represented in the Russell Midcap Index (between $829 million and $12.2 billion at the time of its most recent reconstitution on May 31, 2009) at the time of purchase. The size of the companies in the Russell Mid Cap Index will change with market conditions.
The Sub-Advisor, Lee Munder Capital Group, LLC ("LMCG") employs a fundamental investment process which seeks to identify companies which it believes are selling at a discount to their intrinsic value. In the first step of the investment process, LMCG employs five valuation screens that seek to identify the most attractively priced mid cap securities. In evaluating and selecting potential investments for the Fund, LMCG completes in-depth research and analysis on the securities that pass the valuation screens in an effort to identify leading companies selling at attractive valuations. The research and analysis include an examination of financial statements and assessments of the management team, the company's competitive strategy and its current market position. LMCG generally limits the Fund's weight in a sector to 10% over or under the sector's weight in the Russell Midcap Value Index, except for the financial sector, which may be underweighted by up to 15%. The Fund will hold approximately 60 to 80 securities.LMCG will generally sell a security when it no longer passes the valuation screens, reaches a price target, or its prospects for appreciation have diminished.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that small and medium capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the small and medium capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small and medium companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small and medium cap company stocks may be more volatile than stocks of larger companies.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of mid cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.25% Total Annual Fund Operating Expenses 3.10% Less Fee Waiver and/or Expense Reimbursement(2) 2.21% Net Expenses 0.89% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.89%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $91 3 Years $749 -------------------------------------------------------------------------------- |
The above example is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
THE FUND'S INVESTMENT GOAL
The Touchstone Small Cap Core Fund seeks capital appreciation.
ITS PRINCIPAL INVESTMENT STRATEGIES
The Touchstone Small Cap Core 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. This is a non-fundamental policy that the Fund can change upon 60 days' prior notice to shareholders. For purposes of the Fund, a small capitalization company has a market capitalization within the range of market capitalization represented in the Russell 2000 Index (between $78 million and $1.69 billion at the time of its most recent reconstitution on May 31, 2009), the S&P SmallCap 600 Index (between $1 million and $2.12 billion at the time of its most recent reconstitution on March 31, 2009), or the Dow Jones U.S. Small Cap Total Stock Market Index (between $21 million and $4.1 billion at the time of its most recent reconstitution on June 30, 2009) at the time of purchase. The size of the companies in these indices will change with market conditions.
The Sub-Advisor, London Company of Virginia d/b/a/ The London Company ("TLC"),
seeks to purchase financially stable small-cap companies that TLC believes are
consistently generating high returns on unleveraged operating capital, run by
shareholder-oriented management, and trading at a discount to their respective
private market values. Guiding principles of TLC's small-cap philosophy include:
(1) a focus on cash return on tangible capital, not earnings per share, (2) the
value of a company is determined by cash inflows and outflows discounted by the
optimal cost of capital, (3) a focused investment approach (not diversifying
excessively) is essential to good investment results, and (4) low turnover and
tax sensitivity enhances real returns.
The Fund will hold approximately 30 to 40 securities. TLC invests for the long term and attempts to minimize turnover in an effort to reduce transaction costs and taxes.
TLC utilizes a bottom-up approach in the security selection process. The firm screens a small cap index against an internally developed quantitative model, scoring companies along several dimensions including return on capital, earnings to enterprise value ratio, free cash flow yield, and return on equity. The team seeks companies that are trading at 30-40% discount to intrinsic value. TLC looks at a company's corporate governance structure and management incentives to try to ascertain whether or not management's interests are aligned with shareholder's interests. TLC seeks to identify the sources of a company's competitive advantage as well as what levers management has at its disposal to increase shareholder value. Securities are ultimately added to the Fund when TLC determines that the risk/reward profile of the security has made it attractive to warrant purchase, typically when the security is trading at a low-to-reasonable valuation.
TLC generally sells a security when it becomes overvalued and has reached TLC's price target, when the security's fundamentals deteriorate, to adjust overall portfolio risk, when there is significant trading activity by insiders, or when there is a more promising alternative.
The Fund is non-diversified and may invest a significant percentage of its assets in the securities of one issuer.
THE KEY RISKS
The Fund's share price will fluctuate. You could lose money on your investment in the Fund and the Fund could also return less than other investments.
Since it purchases common stocks, the 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 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. 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.
The Fund is subject to the risk that small capitalization stocks may underperform other types of stocks or the equity markets as a whole. Moreover, the small capitalization companies in which the Fund invests may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, these small companies may have more limited product lines, markets and financial resources, and may depend upon a relatively small management group. Therefore, small cap company stocks may be more volatile than stocks of larger companies.
The Fund is non-diversified, which means that it may invest a greater percentage of its assets than other 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. The Fund will adhere to the less rigorous diversification standards of the Internal Revenue Code.
This Fund should only be purchased by investors seeking capital appreciation who can withstand the share price volatility of small cap equity investing. 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 this Prospectus.
THE FUND'S PERFORMANCE
The Fund's performance information is only shown when the Fund has had a full calendar year of operations. Since the Fund began operations in October 2009, there is no performance information included in this Prospectus.
THE FUND'S FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold Institutional shares of the Fund.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-------------------------------------------------------------------------------- Management Fees 0.85% Distribution and/or Shareholder Services Fees None Other Expenses(1) 2.31% Total Annual Fund Operating Expenses 3.16% Less Fee Waiver and/or Expense Reimbursement(2) 2.22% Net Expenses 0.94% -------------------------------------------------------------------------------- |
(1) "Other Expenses" are based on 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 (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business). This expense limitation will remain in effect until at least January 31, 2011. Touchstone Advisors, Inc. has no ability to recoup amounts waived or reimbursed. Pursuant to this agreement, "Net Expenses" will not exceed 0.94%.
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 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 (except that contractual fee waivers are reflected only for the length of the contractual limit, i.e., the first year in the example) and that you reinvest all dividends and distributions. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year $96 3 Years $766 -------------------------------------------------------------------------------- |
The above examptle is for comparison purposes only and is not a representation of the Fund's actual expenses and returns, either past or future.
CAN A FUND DEPART FROM ITS NORMAL 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 the 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 Funds' 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 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.
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?
NEW FUND RISK (ALL FUNDS). The Funds may not grow to a size that is viable for continued operation and may be liquidated due to certain size constraints. A liquidation of a Fund could be done without Shareholder consent and could cause a taxable event for the Shareholder.
EQUITY RISK (EQUITY FUNDS). Investments in equity securities and equity derivatives in general are subject to market risks that may cause their prices to fluctuate over time. The value of securities of individual companies may fluctuate based upon performance of the company and industry as well as economic trends and developments. Fluctuations in the value of equity securities in which a Fund invests will cause the Fund's net asset value to fluctuate. An investment in an equity fund may be more suitable for long-term investors who can bear the risk of these share price fluctuations.
FIXED INCOME RISK (FIXED INCOME 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. While securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates.
CALL RISK (FIXED INCOME 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 a Fund's average weighted maturity to fluctuate, and may require a 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.
CREDIT RISK (FIXED INCOME 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.
EVENT RISK (FIXED INCOME FUNDS). Securities may decline in credit quality and market value due to issuer restructurings, mergers, consolidations, reorganizations, tender or exchange offers, or other factors.
MORTGAGE-BACKED SECURITIES AND ASSET-BACKED SECURITIES (FIXED INCOME 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 worth less than the remaining principal amount owed on the mortgages in the pool. A 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.
U.S. GOVERNMENT SECURITIES AND U.S. GOVERNMENT AGENCIES RISK (CORE PLUS FIXED INCOME FUND). The Fund's 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.
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.
CHANGE IN MARKET CAPITALIZATION (CAPITAL APPRECIATION FUND, LARGE CAP RELATIVE VALUE FUND, MID CAP VALUE FUND AND SMALL CAP CORE 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 growth, 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.
NON-DIVERSIFICATION RISK (GLOBAL REAL ESTATE FUND, INTERNATIONAL FIXED INCOME FUND AND SMALL CAP CORE FUND). Subject to federal income tax restrictions relating to the Fund's qualification as a regulated investment company, 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 (ALL FUNDS). 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 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 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 the Fund and in higher net taxable gain for shareholders, and may reduce the Fund's returns.
REITS RISK (EMERGING MARKETS FUND AND GLOBAL REAL ESTATE FUND). REITs are trusts that invest primarily in commercial real estate or real estate-related loans. A Fund may be subject to certain risks associated with the direct investments of the REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. REITs are sensitive to general and local developments, demographic trends, government actions and competition. 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, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code or its failure to maintain exemption from registration under the Investment Company Act of 1940.
FOREIGN RISK (CORE PLUS FIXED INCOME FUND, EMERGING MARKETS EQUITY FUND, GLOBAL EQUITY FUND, GLOBAL REAL ESTATE FUND AND INTERNATIONAL FIXED INCOME FUND). Investing in foreign securities poses unique risks such as fluctuation in currency exchange rates, market illiquidity, price volatility, high trading costs, difficulties in settlement, regulations on stock exchanges, limits on foreign ownership, less stringent accounting, reporting and disclosure requirements, and other considerations. Diplomatic, political or economic developments, including nationalization or appropriation, could affect investments in foreign securities. In the past, equity and debt instruments of foreign markets have had more frequent and larger price changes than those of U.S. markets.
EMERGING MARKET COUNTRIES (CORE PLUS FIXED INCOME FUND, EMERGING MARKETS EQUITY FUND, GLOBAL EQUITY FUND AND INTERNATIONAL FIXED INCOME FUND). Investments in a country that is still relatively underdeveloped involves exposure to economic structures that are generally less diverse and mature than in the U.S. and to political and legal systems that may be less stable. In the past, markets of developing countries have had more frequent and larger price changes than those of developed countries. Economic or political changes may cause larger price changes in these securities than in other foreign securities.
WHAT ARE SOME OF THE OTHER RISKS OF INVESTING IN THE FUNDS? DERIVATIVES (ALL FUNDS). Each Fund may, but is not required to, use derivative instruments for any of the following purposes: o 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;
o As a substitute for purchasing or selling securities;
o To shorten or lengthen the effective portfolio maturity or duration of tax-exempt bonds;
o To enhance a Fund's potential gain in non-hedging or speculative situations; or
o 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.
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.
Under normal circumstances, derivatives will typically be limited to an amount less than 10% of the Fund's assets.
EXCHANGE-TRADED FUNDS (ALL FUNDS). The Funds may invest in shares of exchange-traded funds ("ETFs"). An ETF is a registered investment company that seeks to track the performance of a particular market index. 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. An investment in an ETF exposes a Fund to the risks of the underlying securities in which the ETF invests. 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.
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. Lending portfolio securities results in additional income, which serves to reduce the amount that would otherwise be payable by the Advisor to the Fund under the Advisor's contractual expense limitation arrangement (see "Contractual Fee Waiver Agreement"). More information on securities lending is available in the SAI.
MARKET DISRUPTION RISK (ALL FUNDS). The United States has recently experienced significant disruption to its 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 the U.S. Government 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 goal.
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 it will be successful in doing so.
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.
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 June 30, 2009, Touchstone Advisors had approximately $5.3 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:
o Level of knowledge and skill
o Performance as compared to its peers or benchmark
o Consistency of performance over 5 years or more
o Level of compliance with investment rules and strategies
o Employees, facilities and financial strength
o Quality of service
Touchstone Advisors will also continually monitor each sub-advisor's performance through various analyses and through in-person, telephone and written consultations with the 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 Touchstone 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-advisory agreements.
Touchstone Advisors is also responsible for running all of the operations of the Funds, except those that are subcontracted to the Sub-Advisor, custodian, transfer agent and other parties. For its services, Touchstone Advisors is entitled to receive a base investment advisory fee from each Fund at an annualized rate, based on the average daily net assets of the Fund. The fee to be paid to Touchstone Advisors by each Fund during its current fiscal year is set forth below. Touchstone Advisors pays sub-advisory fees to each sub-advisor from its advisory fee.
Name of Fund Annual Fee Rate -------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund 0.75% -------------------------------------------------------------------------------- Touchstone Core Plus Fixed Income Fund 0.45% -------------------------------------------------------------------------------- Touchstone Emerging Markets Equity Fund 1.10% -------------------------------------------------------------------------------- Touchstone Global Equity Fund 0.85% -------------------------------------------------------------------------------- Touchstone Global Real Estate Fund 0.80% -------------------------------------------------------------------------------- Touchstone International Fixed Income Fund 0.55% -------------------------------------------------------------------------------- Touchstone Large Cap Relative Value Fund 0.70% Touchstone Mid Cap Value Fund 0.85% Touchstone Small Cap Core Fund 0.85% -------------------------------------------------------------------------------- |
CONTRACTUAL FEE WAIVER AGREEMENT
Touchstone Advisors has contractually agreed to waive fees and reimburse expenses in order to keep certain Funds' "Net Expenses" (excluding 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, and other extraordinary expenses not incurred in the ordinary course of Touchstone's business) from exceeding the levels set forth below. Fee waivers and/or expense reimbursements are calculated and applied monthly, based on each Fund's average net assets during such month. The fee waivers and expense reimbursements will remain in effect until January 31, 2011.
Contractual Limit on Fund "Net Expenses" -------------------------------------------------------------------------------- Capital Appreciation Fund 0.79% Core Plus Fixed Income Fund 0.50% Emerging Markets Equity Fund 1.34% Global Equity Fund 0.94% Global Real Estate Fund 0.99% International Fixed Income Fund 0.69% Large Cap Relative Value Fund 0.79% Mid Cap Value Fund 0.89% Small Cap Core Fund 0.94% -------------------------------------------------------------------------------- |
SUB-ADVISORS
FARR, MILLER & WASHINGTON LLC ("FMW"), an SEC-registered advisor located at 1020 19th Street, NW, Suite 200, Washington, DC, 20036, serves as sub-advisor to the Touchstone Capital Appreciation Fund. As sub-advisor, FMW makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, FMW had approximately $494.9 million in assets under management.
Prior Performance of Similar Accounts Managed by FMW
FMW has been managing large cap growth portfolios since 1996. FMW began maintaining a composite of similarly managed accounts using this strategy on December 31, 1996. This Large Cap Growth composite and the Capital Appreciation Fund have substantially similar investment objectives, policies and strategies. The information for the Large Cap Growth composite is provided to show FMW's past performance in managing the Large Cap Growth composite, as measured against specified market indices. The performance of the Large Cap Growth composite does not represent the historical performance of the Capital Appreciation Fund and should not be considered indicative of future performance of the Capital Appreciation Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the Large Cap Growth composite are not subject to certain investment limitations, diversification or other restrictions imposed by the Investment Company Act of 1940, as amended ("1940 Act") and the Internal Revenue Code of 1986, as amended ("Code") which, if applicable, may have adversely affected the performance results of the Large Cap Growth composite. The results for different periods may vary. All of FMW's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Capital Appreciation Fund are included in the Large Cap Growth composite returns presented below. The performance return information presented below was provided by FMW.
The performance is shown net of the advisory fees charged by FMW to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Capital Appreciation Fund. If the Capital Appreciation Fund's higher expenses were reflected, the Large Cap Growth composite performance presented would be lower. The Large Cap Growth composite's rate of return includes realized and unrealized gains plus income. Returns from cash and cash equivalents in the Large Cap Growth composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The Large Cap Growth composite performance information is calculated in accordance with the Global Investment Performance Standards ("GIPS(R)") created and administered by the CFA Institute. This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in am average annual total return that may be higher than that derived from the SEC's standardized methodology.
FMW'S HISTORICAL PERFORMANCE COMPOSITE
----------------------------------------------------------------------------------------------------------------------------------- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 01/01/09 - 06/30/09* ----------------------------------------------------------------------------------------------------------------------------------- FMW's Large Cap Growth Composite (net of fees) 34.32% -6.10% -8.34% -19.45% 28.89% 9.05% 1.77% 12.05% 4.54% -31.25% 7.34% ----------------------------------------------------------------------------------------------------------------------------------- Russell 1000 Growth Index (1) 33.16% -22.42% -20.42% -27.88% 29.75% 6.30% 5.26% 9.07% 11.81% -38.44% 11.53% ----------------------------------------------------------------------------------------------------------------------------------- S&P 500 Index(2) 21.04% -9.11% -11.89% -22.10% 28.68% 10.88% 4.91% 15.79% 5.49% -37.00% 3.16% ----------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------- 1 Year(3) 3 Year(3) 5 Year(3) 10 Year(3) --------------------------------------------------------------------------------------------- FMW's Large Cap Growth Composite -31.25% -6.97% -2.22% 0.70% (net of fees) --------------------------------------------------------------------------------------------- Russell 1000 Growth Index (1) -38.44% -9.11% -3.42% -4.27% --------------------------------------------------------------------------------------------- S&P 500 Index(2) -37.00% -8.36% -2.19% -1.38% --------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The Russell 1000 Growth Index is an index that measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The S&P 500 Index is an index that includes 500 leading companies in leading industries of the U.S. economy. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.Returns greater than 1 year are annualized.
BRADFORD & MARZEC LLC ("BRADFORD & MARZEC"), an SEC-registered advisor located at 333 S. Hope Street, Suite 4050, Los Angeles, California, 90071, serves as sub-advisor to the Touchstone Core Plus Fixed Income Fund. As sub-advisor, Bradford & Marzec makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bradford & Marzec had approximately $3.6 billion in assets under management.
Prior Performance of Similar Accounts Managed by Bradford & Marzec
Bradford & Marzec has been managing fixed income portfolios since 1984. Bradford & Marzec began maintaining a composite of similarly managed accounts using this strategy on April 1, 1985. This composite and the Core Plus Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bradford & Marzec's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Core Plus Fixed Income Fund and should not be considered indicative of future performance of the Core Plus Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bradford & Marzec' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Core Plus Fixed Income Fund are included in the composite returns presented below. The performance return information presented below was provided by Bradford & Marzec.
The performance is shown net of the advisory fees charged by Bradford & Marzec to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Core Plus Fixed Income Fund. If the Core Plus Fixed Income Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
BRADFORD & MARZEC'S HISTORICAL PERFORMANCE COMPOSITE
------------------------------------------------------------------------------------------------------------------------------------ 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 01/01/09 - 06/30/09* ------------------------------------------------------------------------------------------------------------------------------------ Bradford & Marzec's Composite(net of fees) -0.78% 11.90% 6.73% 8.05% 6.24% 5.34% 2.38% 4.57% 5.68% 4.38% 4.50% ------------------------------------------------------------------------------------------------------------------------------------ Barclays Capital U.S. Aggregate Bond Index (1) -0.82% 11.63% 8.44% 10.26% 4.10% 4.34% 2.43% 4.33% 6.97% 5.24% 1.90% ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ |
---------------------------------------------------------------------------------------------------------- Since 1 Year(2) 3 Year(2) 5 Year(2) 10 Year(2) Inception(3) ---------------------------------------------------------------------------------------------------------- Bradford & Marzec's Composite(net of fees) 4.38% 4.87% 4.46% 5.40% 8.59% ---------------------------------------------------------------------------------------------------------- Barclays Capital U.S. Aggregate Bond Index (1) 5.24% 5.51% 4.65% 5.63% 8.13% ---------------------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The Barclays Capital U.S. Aggregate Bond Index (formerly The Lehman Brothers U.S. Aggregate Index) is comprised of U.S. fixed rate debt issues having a maturity of at least one year and rated investment grade or higher. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index
(2) Returns as ofDecember 31, 2008.
(3) The inception date of the composite is April 1, 1985. The since inception return is as of December 31, 2008.
AGF INVESTMENTS AMERICA, INC. ("AGF"), an SEC-registered advisor located at 53 State Street, Boston, Massachusetts,02109, serves as sub-advisor to the Touchstone Emerging Markets Equity Fund. As sub-advisor, AGF makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, AGF's parent company, AGF Management Limited, had approximately $33.1 billion in assets under management.
Prior Performance of Similar Accounts Managed by AGF
AGF has been managing emerging market portfolios since 2003. AGF began maintaining a composite of similarly managed accounts using this strategy on June 30, 2003. This composite and the Emerging Markets Equity Fund have substantially similar investment objectives, polices and strategies. The information for the composite is provided to show AGF's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Emerging Markets Equity Fund and should not be considered indicative of future performance of the Emerging Markets Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of AGF's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Emerging Markets Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by AGF.
The performance is shown net of the advisory fees charged by AGF to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Emerging Markets Equity Fund. If the Emerging Markets Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance method used to calculate returns is a daily valued return method. Portfolios are valued daily, and the returns are calculated monthly as the compounded daily change in portfolio value. This is also known as a "true time weighted rate of return" method for calculating returns, and is commonly used in calculating performance for investment portfolios. This performance calculation method differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AGF'S HISTORICAL PERFORMANCE COMPOSITE
----------------------------------------------------------------------------------------------------------------------------------- 6/30/03- 2004 2005 2006 2007 2008 01/01/09 - 12/31/03 06/30/09* ----------------------------------------------------------------------------------------------------------------------------------- AGF's Composite(net of fees) 36.23% 28.19% 42.79% 43.14% 34.95% -46.50% 39.21% ----------------------------------------------------------------------------------------------------------------------------------- MSCI Emerging Markets Index(1) 34.57% 25.95% 34.54% 32.59% 39.78% -53.18% 34.84% ----------------------------------------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------------------------- 1 Year(2) 3 Year(2) 5 Year(2) Since Inception(3) -------------------------------------------------------------------------------------------------- AGF's Composite (net of fees) -18.50% 7.87% 21.25% 23.51% -------------------------------------------------------------------------------------------------- MSCI Emerging Markets Index (1) -27.82% 3.27% 15.08% 17.97% -------------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. As of January 2009 the MSCI EMERGING MARKETS INDEX consisted of the following 23 emerging market countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is June 30, 2003. The since inception return is as of December 31, 2008.
BEDLAM ASSET MANAGEMENT PLC ("BEDLAM"), an SEC-registered advisor located at 20 Abchurch Lane, London EC4n 7BB, United Kingdom, serves as sub-advisor to the Touchstone Global Equity Fund. As sub-advisor, Bedlam makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Bedlam had approximately $460 million in assets under management.
Prior Performance Similar Accounts Managed by Bedlam
Bedlam has been managing global equity portfolios since 2002. Bedlam began maintaining a composite of similarly managed accounts using this strategy in December 2002. This composite and the Global Equity Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Bedlam's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Equity Fund and should not be considered indicative of future performance of the Global Equity Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Bedlam's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Equity Fund are included in the composite returns presented below. The performance return information presented below was provided by Bedlam.
The performance is shown net of the advisory fees charged by Bedlam to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Equity Fund. If the Global Equity Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
BEDLAM'S HISTORICAL PERFORMANCE COMPOSITE
--------------------------------------------------------------------------------------------------------- 2003 2004 2005 2006 2007 2008 01/01/09 - 06/30/09* --------------------------------------------------------------------------------------------------------- Bedlam's Composite (net of fees) 43.70% 26.11% 32.55% 21.92% 8.55% -37.39% 1.46% --------------------------------------------------------------------------------------------------------- MSCI All Country World Index (1) N/A 15.75% 11.37% 21.53% 12.18% -41.85% 9.59% --------------------------------------------------------------------------------------------------------- MSCI World Index(2) N/A 15.25% 10.02% 20.65% 9.57% -40.33% 6.79% --------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------- 1 Year(3) 3 Year(3) 5 Year(3) Since Inception(3) --------------------------------------------------------------------------------------------- Bedlam's Composite(net of fees) -37.39% -6.07% 6.73% 12.16% --------------------------------------------------------------------------------------------- MSCI All Country World Index (1) -41.85% -7.45% 0.44% 5.47% -------------------------------------------------------------------------------------------- MSCI World Index(2) -40.33% -7.61% 0.00% 4.97% --------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(3) Returns as of December 31, 2008.
(4) The inception date of the composite is December 31, 2002. The since inception return is as of December 31, 2008.
CORNERSTONE REAL ESTATE ADVISERS LLC ("CORNERSTONE") located at 1 Financial Plaza, Suite 1700, Hartford, CT, 06103, serves as sub-advisor to the Touchstone Global Real Estate Fund. As sub-advisor, Cornerstone makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Cornerstone had approximately $8.16 billion in assets under management.
Prior Performance of Similar Accounts Managed by Cornerstone
Cornerstone has been managing global real estate portfolios since June 4, 2007. Cornerstone began maintaining a composite of similarly managed accounts using this strategy on July 31, 2007. This composite and the Global Real Estate Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show Cornerstone's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Global Real Estate Fund and should not be considered indicative of future performance of the Global Real Estate Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of Cornerstone's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Global Real Estate Fund are included in the composite returns presented below. The performance return information presented below was provided by Cornerstone.
The performance is shown net of the advisory fees charged by Cornerstone to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Global Real Estate Fund. If the Global Real Estate Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
CORNERSTONE'S HISTORICAL PERFORMANCE COMPOSITE
-------------------------------------------------------------------------------- 7/31/07-12/31/07 2008 01/01/09 - 06/30/09* -------------------------------------------------------------------------------- Cornerstone's Composite (net of fees) 0.22% -46.70% 3.26% -------------------------------------------------------------------------------- FTSE EPRA/NAREIT Developed Index (1) -2.11% -47.73% 5.88% -------------------------------------------------------------------------------- ------------------------------------------------------------------------------ 1 Year(2) Since Inception(3) ------------------------------------------------------------------------------ Cornerstone's Composite (net of fees) -46.70% -35.76% ------------------------------------------------------------------------------ FTSE EPRA/NAREIT Developed Index (1) -47.73% -37.68% ------------------------------------------------------------------------------ |
* Not Annualized
(1) The FTSE EPRA/NAREIT Developed Index is an index that measures the general trends in eligible real estate equities worldwide. Relevant real estate activities are defined as the ownership, disposure and development of income-producing real estate. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is July 31, 2007. The since inception return is as of December 31, 2008.
AUGUSTUS ASSET MANAGERS LIMITED ("AUGUSTUS"), an SEC-registered advisor located at One Rockefeller Plaza, 21st Floor, New York, New York, 10020, serves as sub-advisor to the Touchstone International Fixed Income Fund. As sub-advisor, Augustus makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, Augustus had approximately $8.8 billion in assets under management.
Prior Performance of Similar Accounts Managed by Augustus
Augustus has been managing international fixed income portfolios since 1984. Augustus began maintaining a similarly managed account using this strategy on January 1, 1985. This account and the International Fixed Income Fund have substantially similar investment objectives, policies and strategies. The information for the account is provided to show Augustus' past performance in managing the account, as measured against specified market indices. The performance of the account does not represent the historical performance of the International Fixed Income Fund and should not be considered indicative of future performance of the International Fixed Income Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the account is not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the account. The results for different periods may vary. All of Augustus' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the International Fixed Income Fund are included in the account returns presented below. The performance return information presented below was provided by Augustus.
The performance is shown net of the advisory fees charged by Augustus to its clients included in the account. It has not been adjusted to reflect the higher expenses of the International Fixed Income Fund. If the International Fixed Income Fund's higher expenses were reflected, the account performance presented would be lower. The account's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the account are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
AUGUSTUS' HISTORICAL PERFORMANCE ACCOUNT
------------------------------------------------------------------------------------------------------------------------------------ 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 01/01/09 - 06/30/09* ------------------------------------------------------------------------------------------------------------------------------------ Augustus' Account (net of fees) -5.16% -2.52% -4.01% 17.56% 18.96% 12.41% -7.28% 3.54% 10.48% 8.59% 0.34% ------------------------------------------------------------------------------------------------------------------------------------ Citigroup World Government Bond -5.08% -2.64% -3.55% 21.99% 18.52% 12.13% -9.20% 6.94% 11.45% 10.10% -0.62% Index ex-US (1) ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ |
--------------------------------------------------------------------------------------------- 1 Year(2) 3 Year(2) 5 Year(2) 10 YEAR(2) --------------------------------------------------------------------------------------------- Augustus' Account(net of fees) 4.26% 7.17% 5.70% 5.80% --------------------------------------------------------------------------------------------- Citigroup World Government Bond Index 10.10% 9.48% 5.97% 6.84% ex-US (1) --------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The Citigroup World Government Bond Index ex-US is an index that measures the performance of the most significant and liquid government bond markets globally that carry at least an investment grade rating. Currently, the index includes bonds issued by the governments of 21 developed counties. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
EARNEST PARTNERS LLC ("EARNEST PARTNERS"), an SEC-registered advisor located at 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309, serves as sub-advisor to the Touchstone Large Cap Relative Value Fund. As sub-advisor, EARNEST Partners makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, EARNEST Partners had approximately $14.3 billion in assets under management.
Prior Performance of Similar Accounts Managed by EARNEST Partners
EARNEST Partners has been managing large cap value portfolios since 1999. EARNEST Partners began maintaining a composite of similarly managed accounts using this strategy on June 30, 2002. This composite and the Large Cap Relative Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show EARNEST Partners' past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Large Cap Relative Value Fund and should not be considered indicative of future performance of the Large Cap Relative Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of EARNEST Partners' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Large Cap Relative Value Fund are included in the composite returns presented below. The performance return information presented below was provided by EARNEST Partners.
The performance is shown net of the advisory fees charged by EARNEST Partners to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Large Cap Relative Value Fund. If the Large Cap Relative Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
EARNEST PARTNERS' HISTORICAL PERFORMANCE COMPOSITE
---------------------------------------------------------------------------------------------------------------------------------- 6/30/02-12/31/02 2003 2004 2005 2006 2007 2008 01/01/09 - 06/30/09* ---------------------------------------------------------------------------------------------------------------------------------- EARNEST Partners' Composite -10.35% 31.89% 14.59% 15.82% 13.03% 6.07% -40.68% 7.44% (net of fees) ---------------------------------------------------------------------------------------------------------------------------------- Russell 1000 Value Index (1) -4.78% 30.03% 16.49% 7.05% 22.25% -0.17% -36.85% 2.87% ---------------------------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------- 1 Year(2) 3 Year(2) 5 Year(2) Since Inception(3) --------------------------------------------------------------------------------------------------- EARNEST Partners' Composite(net of -40.68% -10.07% -0.41% 2.47% fees) --------------------------------------------------------------------------------------------------- Russell 1000 Value Index (1) -36.85% -8.32% -0.79% 1.60% --------------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The Russell 1000 Value Index is an index that measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 companies with lower price-to-book ratios and lower expected growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is June 30, 2002. The since inception return is as of December 31, 2008.
LEE MUNDER CAPITAL GROUP, LLC ("LMCG"), an SEC-registered investment adviser located at 200 Clarendon Street, 28th Floor, Boston, MA, 02116, serves as sub-advisor to the Touchstone Mid Cap Value Fund. As sub-advisor, LMCG makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, LMCG had approximately $3.3 million in assets under management.
Prior Performance of Similar Accounts Managed by LMCG
LMCG has been managing mid cap value portfolios since 2005. LMCG began maintaining a composite of similarly managed accounts using this strategy on October 1, 2005. This composite and the Mid Cap Value Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show LMCG's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Mid Cap Value Fund and should not be considered indicative of future performance of the Mid Cap Value Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of LMCG's substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Mid Cap Value Fund are included in the composite returns presented below. The performance return information presented below was provided by LMCG.
The performance is shown net of the advisory fees charged by LMCG to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Mid Cap Value Fund. If the Mid Cap Value Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, including accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
LMCG'S HISTORICAL PERFORMANCE COMPOSITE
------------------------------------------------------------------------------------------------------- 10/1/05 - 2006 2007 2008 01/01/09 - 12/31/05 06/30/09* ------------------------------------------------------------------------------------------------------- LMCG's Composite (net of fees) 2.20% 17.40% 0.00% -28.30% 13.20% ------------------------------------------------------------------------------------------------------- Russell Midcap Value Index (1) 1.3% 20.20% -1.40% -38.40% 3.19% ------------------------------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------- 1 Year(2) 3 Year(2) Since Inception(3) -------------------------------------------------------------------------------- LMCG's Composite (net of fees) -28.25% -5.56% -4.50% -------------------------------------------------------------------------------- Russell Midcap Value Index (1) -38.44% -9.98% -8.87% -------------------------------------------------------------------------------- |
* Not Annualized
(1) The Russell MidCap Value Index is an index that measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is October 1, 2005. The since inception return is as of December 31, 2008.
LONDON COMPANY OF VIRGINIA D/B/A THE LONDON COMPANY ("TLC"), an SEC-registered advisor located at 1801 Bayberry Court, Suite 301, Richmond, Virginia, 23226, serves as sub-advisor to the Touchstone Small Cap Core Fund. As sub-advisor, TLC makes investment decisions for the Fund and also ensures compliance with the Fund's investment policies and guidelines. As of June 30, 2009, TLC had approximately $940 million in assets under management.
Prior Performance of Similar Accounts Managed by TLC
TLC has been managing small cap core portfolios since 1999. TLC began maintaining a composite of similarly managed accounts using this strategy on September 30, 1999. This composite and the Small Cap Core Fund have substantially similar investment objectives, policies and strategies. The information for the composite is provided to show TLC's past performance in managing the composite, as measured against specified market indices. The performance of the composite does not represent the historical performance of the Small Cap Core Fund and should not be considered indicative of future performance of the Small Cap Core Fund. Results may differ because of, among other things, differences in brokerage commissions, account expenses, including management fees, the size of positions taken in relation to account size and diversification of securities, timing of purchases and sales, and availability of cash for new investments. In addition, the accounts included in the composite are not subject to certain investment limitations, diversification or other restrictions imposed by the 1940 Act and the Code which, if applicable, may have adversely affected the performance results of the composite. The results for different periods may vary. All of TLC' substantially similar accounts and funds that have substantially similar investment objectives, policies and strategies as the Small Cap Core Fund are included in the composite returns presented below. The performance return information presented below was provided by TLC.
The performance is shown net of the advisory fees charged by TLC to its clients included in the composite. It has not been adjusted to reflect the higher expenses of the Small Cap Core Fund. If the Small Cap Core Fund's higher expenses were reflected, the composite performance presented would be lower. The composite's rate of return includes realized and unrealized gains plus income, excluding accrued income. Returns from cash and cash equivalents in the composite are included in the performance calculations, and the cash and cash equivalents are included in the total assets on which the performance is calculated.
The performance information is calculated in accordance with GIPS(R). This method of calculating performance differs from the SEC's standardized methodology to calculate mutual fund performance and may result in an average annual total return that may be higher than that derived from the SEC's standardized methodology.
TLC'S HISTORICAL PERFORMANCE COMPOSITE
------------------------------------------------------------------------------------------------------------------------------------ 9/30/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 01/01/09 - - 12/31/99 06/30/09* ------------------------------------------------------------------------------------------------------------------------------------ TLC's Composite (net of fees) 0.71% 20.97% 12.96% 0.06% 47.15% 40.35% -3.53% 41.59% 6.74% -32.22% 9.10% ------------------------------------------------------------------------------------------------------------------------------------ Russell 2000 Index (1) 18.44% -3.02% 2.49% -20.48% 47.25% 18.33% 4.55% 18.37% -1.57% -33.79% 2.64% ------------------------------------------------------------------------------------------------------------------------------------ |
-------------------------------------------------------------------------------------------- 1 Year(2) 3 Year(2) 5 Year(2) Since Inception(3) -------------------------------------------------------------------------------------------- TLC's Composite(net of fees) -32.22% 0.80% 6.76% 11.82% -------------------------------------------------------------------------------------------- Russell 2000 Index (1) -33.79% -8.28% -0.93% 3.16% -------------------------------------------------------------------------------------------- |
* Not Annualized
(1) The Russell 2000 Index is an index that measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 Index is a subset of the Russell 3000(R) Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2000 of the smallest securities based on a combination of their market cap and current index membership. The Index reflects no deductions for fees, expenses or taxes. You cannot invest directly in an index.
(2) Returns as of December 31, 2008.
(3) The inception date of the composite is September 30, 1999. The since inception return is as of December 31, 2008.
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 will be included in the Trust's March 31, 2010 Semi-Annual Report.
PORTFOLIO MANAGERS
The Touchstone Capital Appreciation Fund is managed by Michael Farr and Taylor McGowan. The Touchstone Core Plus Fixed Income Fund is managed by Edward Bradford, Zelda Marzec, Douglas Lopez, Jeff Brothers, Graham Allen and Terence Reidt. The Touchstone Emerging Markets Equity Fund is managed by Patricia Perez-Coutts and Stephen Way. The Touchstone Global Equity Fund is managed by Jonathan Compton and Ian McCallum. The Touchstone Global Real Estate Fund is managed by Dave Wharmby and Scott Westphal. The Touchstone International Fixed Income Fund is managed by Daniel Sheard and Tim Haywood. The Touchstone Large Cap Relative Value Fund is managed by a team led by Paul Viera. The Touchstone Mid Cap Value Fund is managed by Peter Zuger and Don Cleven. The Touchstone Small Cap Core Fund is managed by Stephen Goddard, Jonathan Moody and Wade Stinnette. The background of each portfolio manager is set forth below. Additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership of securities in the Funds may be found in the SAI.
Farr, Miller & Washington LLC
Michael K. Farr, President and Chief Investment Officer, founded Farr, Miller & Washington in 1996 and is CEO and majority owner. He has investment experience dating back to 1987. Michael is a paid contributor to CNBC and is regularly quoted in the Wall Street Journal, USA Today, and the Washington Post, among many others. He is the author of "A Million Is Not Enough" published by Hachette Books USA in 2008.
Taylor McGowan, CFA, Principal, Portfolio Manager and Director of Research, was a Senior Equity Research Analyst at Friedman, Billings, Ramsey, Inc. before joining Farr, Miller & Washington, LLC. in 2001. He earned a Bachelor of Arts degree in English from the University of Virginia, an M.B.A. from the College of William and Mary, and has been awarded the Chartered Financial Analyst designation.
Bradford & Marzec LLC
Edward Bradford, Managing Partner, co-founded Bradford & Marzec in 1984. He has over 40 years of investment experience.
Zelda Marzec, Managing Partner, co-founded Bradford & Marzec in 1984. She has over 36 years of investment experience.
Douglas Lopez, CFA, Portfolio Manager, joined Bradford & Marzec in 1989. He has over 21 years of investment experience.
Jeff Brothers, CFA, Portfolio Manager, joined Bradford & Marzec in 1994. He has over 23 years of investment experience.
Graham Allen, FCMA, Portfolio Manager, joined Bradford & Marzec in 2003. He has over 32 years of investment experience.
Terence Reidt, CFA, Portfolio Manager, joined Bradford & Marzec in 1991. He has over 18 years of investment experience.
AGF Investments America, Inc.
Patricia Perez-Coutts, CFA, Senior Vice President and Portfolio Manager, joined AGF Funds Inc. in 2001 as an emerging markets specialist. She has managed the AGF Emerging Markets Fund since June 2002. Previously, she served as Vice President and Portfolio Manager at AIM Trimark (1994 to 2001) and as Vice President of research at First Mercantile Corporation (1990 to 1994). Patricia was appointed as a Portfolio Manager for the Sub-Advisor, AGF Investments America Inc. ("AGF") in 2009 focusing on the emerging markets mandate.
Stephen Way, CFA, Senior Vice President and Portfolio Manager, joined AGF Fund Inc. in 1987. In addition to his current role, he opened AGF International Advisors Company Limited, AGF's Dublin subsidiary, in 1991 and served as its Managing Director from 1991 to 1994.
Bedlam Asset Management PLC
Jonathan Compton, Managing Director, joined Bedlam in 2002. Previously, he was a portfolio manager with Samuel Montagu and Baring International. He has over 28 years of investment experience.
Ian McCallum, Director and CIO, joined Bedlam in 2002. Previously, he was an analyst with Merrill Lynch, Peregrine Securities and Credit Lyonnais Securities Asia. He has over 16 years of investment experience.
Cornerstone Real Estate Advisers LLC
Dave Wharmby, CFA, Portfolio Manager, joined Cornerstone in 1997. He has managed Cornerstone's Global Real Estate Securities product since inception and has over 18 years of real estate experience.
Scott Westphal, CFA, CPA, Managing Director, Portfolio Manger, joined Cornerstone in 1999 and is responsible for the creation and management of real estate securities portfolios. Previously he served as Executive Vice President and Portfolio Manager at JLW Capital Management and Senior Vice President at Cohen & Steers.
Augustus Asset Managers Limited
Daniel Sheard, Investment Manager, is joint lead manager of the Augustus Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in July 2006 as Deputy Chief Investment Officer and became Chief Investment Officer in January 2008. He previously worked at Prudential M&G, where he was a director of the Institutional Fixed Income group. He is a charterholder of the Chartered Institute of Bankers. He has over 23 years of investment experience
Tim Haywood, Investment Director - Business Unit Head, is joint lead manager of the Absolute Return family of funds and is lead manager on various Long Only mandates. He joined Augustus (then Julius Baer Investments Limited) in January 1998 from Orient Overseas International Ltd in Hong Kong, where he was CIO. He has over 22 years of investment experience.
EARNEST Partners LLC
Paul Viera, CEO and Partner, founded EARNEST Partners. Previously he served as Global Partner and senior member of Invesco's investment team and Vice President at Bankers Trust. He has over 30 years of investment experience.
Lee Munder Capital Group, LLC
Peter Zuger, CFA, Co-Portfolio Manager, joined LMCG in 2005. Previously he was lead portfolio manager for State Street Research & Management Co.'s Mid Cap Value and Large Cap Value teams and founder and lead portfolio manager for the American Century Value Fund, VP Value Fund, and the American Century Equity Income Fund.
Donald Cleven, CFA, Co-Portfolio Manager, joined LMCG in 2002. Previously he was an investment analyst for American Century Investments and performed research on small cap value equities for Reams Asset Management.
London Company of Virginia d/b/a The London Company
Stephen Goddard, CFA, President, CIO and Portfolio Manager, founded The London Company in 1994. Previously, he held Senior Portfolio Management positions at CFB Advisory and Flippin, Bruce & Porter. He has over 24 years of investment experience.
Jonathan Moody, Director of Research and Portfolio Manger, joined The London Company in 2002. Previously, he founded Primary Research Group. He has over 20 years of investment experience.
J. Wade Stinnette, Portfolio Manager, joined The London Company in 2008. Previously he served as Senior Vice President and Investment Officer at Wachovia Corporation and founded Tanglewood Asset Management. He has over 23 years of investment experience.
SHARE CLASS OFFERINGS. Each Fund currently offers the classes of shares listed below. The Funds' Class A, Class C and Class Y shares are offered in separate prospectuses. For information about the Class A shares, Class C shares and Class Y shares or to obtain a copy of the prospectus, call Touchstone Securities, Inc. ("Touchstone") at 1.800.543.0407 or call your financial advisor.
CLASS A CLASS C CLASS Y INSTITUTIONAL -------------------------------------------------------------------------------- Capital Appreciation Fund X X X X Core Plus Fixed Income Fund X X X X Emerging Markets Equity Fund X X X X Global Equity Fund X X X X Global Real Estate Fund X X X X International Fixed Income Fund X X X X Large Cap Relative Value Fund X X X X Mid Cap Value Fund X X X X Small Cap Core Fund X X X X -------------------------------------------------------------------------------- |
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.
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. You may purchase shares of the Fund directly from Touchstone or through your financial institution. If you purchase directly from Touchstone, you must complete an investment application. You can obtain an investment application from Touchstone, your financial institution, or by visiting our website at www.touchstoneinvestments.com.
MINIMUM INVESTMENT REQUIREMENTS. The minimum initial investment in Institutional shares of the Funds is $500,000. There is no minimum for additional purchases of Institutional shares. Touchstone may change these initial and additional investment minimums at any time.
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 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.)
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
THROUGH TOUCHSTONE - BY MAIL
o 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.
o Send your check with the completed investment application by regular mail to Touchstone, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by overnight mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite 900, Cincinnati, Ohio 45202-4203.
o 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.
THROUGH YOUR FINANCIAL INSTITUTION
o You may invest in Institutional shares by establishing an account through financial institutions that have appropriate selling agreements with Touchstone.
o Your financial institution will act as the shareholder of record of your Institutional shares.
o Financial institutions may set different minimum initial and additional investment requirements, may impose other restrictions or may charge you fees for their services.
o Financial institutions may designate intermediaries to accept purchase and sales orders on the Fund's behalf.
o Your financial institution may receive compensation from the Funds, Touchstone, Touchstone Advisors or their affiliates.
o Before investing in the Funds through your financial institution, you should read any materials provided by your financial institution together with this Prospectus.
o For more information about how to purchase shares, call Touchstone at 1.800.543.0407 or call your financial institution.
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. An Authorized Processing Organization may:
o Charge a fee for its services
o Act as the shareholder of record of the shares
o Set different minimum initial and additional investment requirements
o Impose other charges and restrictions
o Designate intermediaries to accept purchase and sales orders on the Funds' behalf
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.
PROCESSING PURCHASE ORDERS
Touchstone considers a purchase or sales order as received when an authorized financial institution, or its authorized designee, receives the order in proper form. These orders will be priced based on the Fund's net asset value ("NAV") next computed after such order is received in proper form.
Purchase orders received by financial institutions 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 NAV. Purchase orders received by financial institutions after the close of the regular session of trading on the NYSE are processed at the NAV next determined on the following business day. It is the responsibility of the financial institution to transmit orders that will be received by Touchstone in proper form and in a timely manner.
ADDING TO YOUR ACCOUNT
BY CHECK
o Complete the investment form provided at the bottom of a recent account statement.
o Make your check (drawn on a U.S. bank and payable in U.S. dollars) payable to the Touchstone Funds.
o Write your account number on the check.
o Either: (1) Mail the check with the investment form to Touchstone; or (2) Mail the check directly to your financial institution at the address printed on your account statement. Your financial institution is responsible for forwarding payment promptly to Touchstone.
o 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
o Contact Touchstone or your financial institution for further instructions.
o Contact your bank and ask it to wire federal funds to Touchstone. Specify your name and account number when remitting the funds.
o Your Bank may charge a fee for handling wire transfers.
o 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.
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.
SPECIAL TAX CONSIDERATION
You should consult with your tax advisor as to the federal income tax consequences to you upon your transfer of securities to a Fund in exchange for Fund shares
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.
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. 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 the Funds.
SELLING YOUR SHARES
You may sell some or all of your shares on any day that the Funds calculate their NAV. If your request is received by Touchstone, or an Authorized Processing Organization, in proper form by the close of regular trading on the NYSE (normally 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
o You can sell 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.
o To sell your Fund shares by telephone, call Touchstone at 1.800.543.0407.
o 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.
o 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.
o 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:
o Requiring personal identification
o Making checks payable only to the owner(s) of the account shown on Touchstone's records
o Mailing checks only to the account address shown on Touchstone's records
o Directing wires only to the bank account shown on Touchstone's records
o Providing written confirmation for transactions requested by telephone
o Digitally recording instructions received by telephone
THROUGH TOUCHSTONE - BY MAIL
o Write to Touchstone.
o Indicate the number of shares or dollar amount to be sold.
o Include your name and account number.
o Sign your request exactly as your name appears on your investment application.
o You may be required to have your signature guaranteed (See "Signature Guarantees" in this Prospectus for more information).
THROUGH TOUCHSTONE - BY WIRE
o Complete the appropriate information on the investment application.
o You may also be charged a fee by your bank.
o Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.
o Your redemption proceeds may be deposited without a charge directly into your bank account through an Automated Clearing House ("ACH") transaction. Contact Touchstone for more information.
THROUGH TOUCHSTONE - SYSTEMATIC WITHDRAWAL PLAN
o 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.
o Withdrawals can be made monthly, quarterly, semiannually or annually.
o There is no special fee for this service.
SPECIAL TAX CONSIDERATION
Systematic withdrawals may result in the sale of your shares at a loss or may result in taxable investment gains.
THROUGH YOUR FINANCIAL INSTITUTION OR AN AUTHORIZED PROCESSING ORGANIZATION
o You may also sell shares by contacting your financial institution or an Authorized Processing Organization, which may charge you a fee for this service. Shares held in street name must be sold through your financial institution or, if applicable, the Authorized Processing Organization.
o Your 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.
o Your financial institution may charge you a fee for selling your shares.
o Redemption proceeds will only be wired to a commercial bank or brokerage firm in the United States.
o Your financial institution will be required to provide an original Medallion Signature Guaranteed letter of instruction to Touchstone in order to redeem shares in amounts of $100,000 or more.
SPECIAL TAX CONSIDERATION
Selling your shares may cause you to incur a taxable gain or loss.
INVESTOR ALERT: Unless otherwise specified, proceeds will be sent to the record owner at the address shown on Touchstone's records.
SIGNATURE GUARANTEES
Some circumstances require that 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:
o 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)
o Proceeds are being sent to an address other than the address of record
o Proceeds or shares are being sent/transferred from unlike registrations such as a joint account to an individual's account
o Sending proceeds via wire or ACH when bank instructions have been added or changed within 30 days of your redemption request
o Proceeds or shares are being sent/transferred between accounts with different account registrations
RECEIVING SALE PROCEEDS
Touchstone will forward the proceeds of your sale to you or your financial institution within 7 days (normally within 3 business days) after receipt of a proper request. Proceeds that are sent to your financial institution will not usually be reinvested for you unless you provide specific instructions to do so. Therefore, the financial institution may benefit from the use of your money.
FUND SHARES PURCHASED BY CHECK. 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.
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:
o When the NYSE is closed on days other than customary weekends and holidays
o When trading on the NYSE is restricted
o During any other time when the SEC, by order, permits
LOW ACCOUNT BALANCES. 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.
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 on the amount by which the fair market value of the securities sold exceeds the basis of the Fund shares redeemed. Until such time as the shareholder sells the securities they receive in kind, the securities are subject to market risk.
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 Fund 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 in 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 Fund, nor will it enter into any such arrangements in the future.
HOUSEHOLDING POLICY
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.
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 or an Authorized Processing Organization.
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:
o All short-term dollar-denominated investments that mature in 60 days or less are valued on the basis of amortized cost which the Board of Trustees has determined as fair value.
o Securities mainly traded on a U.S. exchange are valued at the last sale price on that exchange or, if no sales occurred during the day, at the current quoted bid price.
Although investing in foreign securities is not a principal investment strategy of the Funds (except the Emerging Markets Equity, Global Real Estate, Global Equity and International Fixed Income Funds), any foreign securities held by a Fund will be priced as follows:
o All assets and liabilities initially expressed in foreign currency values will be converted into U.S. dollar values.
o Securities mainly traded on a non-U.S. exchange are generally valued according to the preceding closing values on that exchange. However, if an event 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.
o Because portfolio securities that are primarily listed on a non-U.S. exchange may trade on weekends or other days when a Fund does not price its shares, the 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:
o If the value of a security has been materially affected by events occurring before a Fund's pricing time but after the close of the primary markets on which the security is traded.
o 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.
o 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 the 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.
SPECIAL TAX CONSIDERATION
You should consult your tax advisor to address your own tax situation and the impact an investment in a Fund will have on your own tax situation.
Each Fund intends to distribute to its shareholders substantially all of its income and capital gains. The Global Real Estate Fund, Large Cap Relative Value Fund and Mid Cap Value Fund distribute their income, if any, quarterly as a dividend to shareholders. The Core Plus Fixed Income Fund and the International Fixed Income Fund distribute their income, if any, monthly as a dividend to shareholders. The Capital Appreciation Fund, Emerging Markets Equity Fund, Global Equity Fund and Small Cap Core Fund distribute their income, if any, annually as a dividend 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, P.O. Box 5354, Cincinnati, Ohio 45201-5354, or by overnight mail to Touchstone, c/o JPMorgan Chase Bank, N.A., 303 Broadway, Suite 900, Cincinnati, Ohio 45202-4203, or call Touchstone at 1.800.543.0407.
TAX INFORMATION
General. The Funds intend to qualify annually to be treated as regulated investment companies under the Code. As such, the Funds will not be subject to federal income taxes on the earnings it distributes to shareholders provided it satisfies certain requirements and restrictions of the Code. If for any taxable year a Fund fails to qualify as a regulated investment company, 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%. Also, all distributions from earnings and profits (as determined under federal income tax principles) to you will be taxable as ordinary dividend income eligible for the 15% non-corporate shareholder rate (for taxable years beginning prior to January 1, 2011) 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 a Fund holds its assets). The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. If so, they are taxable whether or not you reinvest such dividends in additional shares of a 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, 2011 and designated by a Fund as "qualified dividend income" are eligible for the long-term capital gain rate 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. Through the end of 2010, the maximum individual tax rate on net long-term capital gains is 15%.
SALE OF SHARES. It is a taxable event for you if you sell shares of a Fund. Depending on the purchase price and the sale price of the shares you sell, 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 hold the shares of a Fund as a capital asset, which capital gain will be long-term or short-term depending on how long you have held the shares of such Fund.
SPECIAL TAX CONSIDERATION
For federal income tax purposes, an exchange of shares in one Fund for shares of another Fund is treated as a sale of the shares and a purchase of the shares you receive in exchange. Therefore, you may incur a taxable gain or loss in connection with the exchange.
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%.
Statements and Notices. You will receive an annual statement outlining the tax status of your distributions. You will also receive written notices of certain foreign taxes and distributions paid by the Funds during the prior taxable year.
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 OUR 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.
The financial highlights for the Funds are not included because the Funds had not commenced operations as of September 30, 2009.
TOUCHSTONE INVESTMENTS*
DISTRIBUTOR
Touchstone Securities, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
www.touchstoneinvestments.com
INVESTMENT ADVISOR
Touchstone Advisors, Inc.*
303 Broadway, Suite 1100
Cincinnati, OH 45202-4203
TRANSFER AGENT
JPMorgan Chase Bank, N.A.
303 Broadway, Suite 900
Cincinnati, OH 45202-4203
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.
For investors who want more information about the Funds, the following documents are available free upon request:
STATEMENT OF ADDITIONAL INFORMATION ("SAI"): The SAI provides more detailed information about the Funds and is legally a part of this Prospectus.
ANNUAL/SEMIANNUAL REPORTS ("FINANCIAL REPORTS"): These reports will provide additional information about the Funds' investments. The annual report will provide a discussion of the market conditions and investment strategies that significantly affected a Fund's performance during its last fiscal year. The Financial Reports when available may be obtained, free of charge, by contacting Touchstone Investments at 1.800.543.0407 or on the Touchstone Investments website at http://www.touchstoneinvestments.com/home/formslit/
You can get free copies of the SAI and 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 is also available on the
Touchstone Investments website at
http://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 1.202.942.8090.
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. 20549-0102, or by sending an e-mail request to: publicinfo@sec.gov.
Investment Company Act file no. 811-08104
TOUCHSTONE FUNDS GROUP TRUST
TOUCHSTONE INTERMEDIATE FIXED INCOME FUND
TOUCHSTONE ULTRA SHORT DURATION FIXED INCOME FUND
TOUCHSTONE SHORT DURATION FIXED INCOME FUND
TOUCHSTONE SANDS CAPITAL SELECT GROWTH FUND
TOUCHSTONE MID CAP FUND
TOUCHSTONE HEALTHCARE AND BIOTECHNOLOGY FUND TOUCHSTONE SMALL CAP VALUE OPPORTUNITIES FUND TOUCHSTONE PREMIUM YIELD EQUITY FUND TOUCHSTONE INTERNATIONAL GROWTH FUND TOUCHSTONE CAPITAL APPRECIATION FUND TOUCHSTONE CORE PLUS FIXED INCOME FUND TOUCHSTONE EMERGING MARKETS EQUITY FUND TOUCHSTONE GLOBAL EQUITY FUND TOUCHSTONE GLOBAL REAL ESTATE FUND TOUCHSTONE INTERNATIONAL FIXED INCOME FUND TOUCHSTONE LARGE CAP RELATIVE VALUE FUND TOUCHSTONE LONG/SHORT EQUITY FUND TOUCHSTONE MID CAP VALUE FUND TOUCHSTONE SMALL CAP CORE FUND
FEBRUARY 1, 2009
AS SUPPLEMENTED OCTOBER 1, 2009
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 the Touchstone Funds Group Trust (the "Trust") and should be read in conjunction with the Touchstone(R) Funds Group Trust Prospectuses dated February 1, 2009, May 4, 2009 and October 1, 2009. The Funds' audited financial statements are contained in the Trust's Annual Report, which is incorporated into and deemed to be part of this SAI. A copy of the Prospectuses, Annual Report and Semiannual Report may be obtained without charge by calling 1-800-543-0407, or by visiting our website at www.touchstoneinvestments.com.
TABLE OF CONTENTS
THE TRUST................................................................... PERMITTED INVESTMENTS AND RISK FACTORS...................................... INVESTMENT LIMITATIONS...................................................... THE ADVISOR................................................................. THE ADMINISTRATOR........................................................... DISTRIBUTION AND SHAREHOLDER SERVICES....................................... TRUSTEES AND OFFICERS OF THE TRUST.......................................... PURCHASE AND REDEMPTION OF SHARES........................................... DETERMINATION OF NET ASSET VALUE............................................ TAXES....................................................................... PORTFOLIO TRANSACTIONS...................................................... DISCLOSURE OF PORTFOLIO HOLDINGS............................................ VOTING...................................................................... DESCRIPTION OF SHARES....................................................... SHAREHOLDER LIABILITY....................................................... LIMITATION OF TRUSTEES' LIABILITY........................................... CODE OF ETHICS.............................................................. PROXY VOTING................................................................ CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS.................................. CUSTODIAN................................................................... INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM............................... LEGAL COUNSEL............................................................... FINANCIAL STATEMENTS........................................................ APPENDIX A - DESCRIPTION OF CORPORATE BOND RATINGS..........................A-1 APPENDIX B - PROXY VOTING POLICIES..........................................B-1 |
THE TRUST
This SAI relates only to the Touchstone Intermediate Fixed Income Fund
("Intermediate Fixed Income Fund") (formerly Touchstone Clover Core Fixed Income
Fund and Constellation Clover Core Fixed Income Fund), Touchstone Ultra Short
Duration Fixed Income Fund ("Ultra Short Duration Fixed Income Fund") (formerly
Constellation Chartwell Ultra Short Duration Fixed Income Fund), Touchstone
Short Duration Fixed Income Fund ("Short Duration Fixed Income Fund") (formerly
Constellation Chartwell Short Duration Fixed Income Fund), Touchstone Sands
Capital Select Growth Fund ("Sands Capital Select Growth Fund") (formerly
Constellation Sands Capital Select Growth Fund), Touchstone Mid Cap Fund ("Mid
Cap Fund") (formerly Constellation TIP Mid Cap Fund), Touchstone Healthcare and
Biotechnology Fund ("Healthcare and Biotechnology Fund") (formerly TIP
Healthcare and Biotechnology Fund), Touchstone Small Cap Value Opportunities
Fund ("Small Cap Value Opportunities Fund") (formerly Constellation TIP Small
Cap Value Opportunities Fund), Touchstone Premium Yield Equity Fund ("Premium
Yield Equity Fund"), Touchstone International Growth Fund ("International Growth
Fund"), Touchstone Capital Appreciation Fund ("Capital Appreciation Fund"),
Touchstone Core Plus Fixed Income Fund ("Core Plus Fixed Income Fund"),
Touchstone Emerging Markets Equity Fund ("Emerging Markets Equity Fund"),
Touchstone Global Equity Fund ("Global Equity Fund"), Touchstone Global Real
Estate Fund ("Global Real Estate Fund"), Touchstone International Fixed Income
Fund ("International Fixed Income Fund"), Touchstone Large Cap Relative Value
Fund ("Large Cap Relative Value Fund"), Touchstone Long/Short Equity Fund
("Long/Short Equity Fund"), Touchstone Mid Cap Value Fund ("Mid Cap Value Fund")
and Touchstone Small Cap Core Fund ("Small Cap Core Fund"). Each Fund is a
separate series of the Touchstone Funds Group Trust (formerly, Constellation
Funds, formerly Alpha Select Funds) (the "Trust"), an open-end management
investment company established as a Delaware business trust under an Agreement
and Declaration of Trust dated October 25, 1993, as amended through March 24,
2004, and November 20, 2006 (the "Declaration of Trust"), which consists of both
diversified and non-diversified Funds. All Funds are diversified except for the
International Growth Fund, the Sands Capital Select Growth Fund, the Healthcare
and Biotechnology Fund, the Global Real Estate Fund, the Small Cap Core Fund and
the International Fixed Income Fund. Prior to November 20, 2006, the name of the
Trust was Constellation Funds. Effective November 20, 2006, the Trust's name
changed to Touchstone Funds Group Trust. The Declaration of Trust permits the
Trust to offer separate series of units of beneficial interest (the "shares")
and separate classes of funds. Each Fund is a separate mutual fund and each
share of each Fund represents an equal proportionate interest in that Fund.
The Trust offers five separate classes of shares: Class A, Class C, Class Z, Class Y and Institutional shares. The 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 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. The Board of Trustees may classify and reclassify the shares of a Fund into additional classes of shares at a future date.
The Trust's Funds and Classes thereof that are currently offered are listed below:
--------------------------------------------------------------------------------------------------------------------- FUNDS CLASS A CLASS C CLASS Y CLASS Z INSTITUTIONAL SHARES --------------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund x x --------------------------------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund x --------------------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund x --------------------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund x --------------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund x x --------------------------------------------------------------------------------------------------------------------- Mid Cap Fund x x x x --------------------------------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund x x --------------------------------------------------------------------------------------------------------------------- Premium Yield Equity Fund x x x --------------------------------------------------------------------------------------------------------------------- International Growth Fund x x x --------------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund x x x x --------------------------------------------------------------------------------------------------------------------- Core Plus Fixed Income Fund x x x x --------------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Fund x x x x --------------------------------------------------------------------------------------------------------------------- Global Equity Fund x x x x --------------------------------------------------------------------------------------------------------------------- Global Real Estate Fund x x x x --------------------------------------------------------------------------------------------------------------------- International Fixed Income Fund x x x x --------------------------------------------------------------------------------------------------------------------- Large Cap Relative Value Fund x x x x --------------------------------------------------------------------------------------------------------------------- Long/Short Equity Fund x x x --------------------------------------------------------------------------------------------------------------------- Mid Cap Value Fund x x x x --------------------------------------------------------------------------------------------------------------------- Small Cap Core Fund x x x x --------------------------------------------------------------------------------------------------------------------- |
Effective as of the close of business on May 7, 2004, the Intermediate Fixed Income Fund, Ultra Short Duration Fixed Income Fund, Short Duration Fixed Income Fund, Small Cap Value Opportunities Fund and Healthcare and Biotechnology Fund acquired all of the assets and liabilities of the Turner Funds' Turner Core Value Fund, Turner Small Cap Value Fund, Turner Core Fixed Income Fund, Turner Ultra Short Duration Fixed Income Fund, Turner Short Duration Fixed Income Fund, Turner Small Cap Value Opportunities Fund and Turner Healthcare and Biotechnology Fund (each a "Constellation Turner Fund"), respectively. Performance information relating to an aforementioned Fund presented prior to May 7, 2004 refers to the Fund's performance as a predecessor Constellation Turner Fund.
Effective as of the close of business on July 30, 2004, the Sands Capital Select Growth Fund acquired all of the assets and liabilities of the Pitcairn Select Growth Fund. Performance information relating to an aforementioned Fund presented prior to July 30, 2004 refers to the Fund's performance as the Pitcairn Select Growth Fund.
Effective as of the close of business on April 14, 2005, the Mid Cap Fund acquired all of the assets and liabilities of the Constellation Institutional Portfolios' Midcap Core Portfolio (the "predecessor CIP Midcap Core Portfolio"). Performance information presented prior to April 15, 2005 refers to the Fund's performance as the predecessor CIP Midcap Core Portfolio.
Effective as of the close of business on September 27, 2008, the International Growth Fund acquired all of the assets and liabilities of the Navellier International Growth Portfolio (the "predecessor Navellier International Portfolio"). Performance information presented prior to September 27, 2008 refers to the Fund's performance as the predecessor Navellier International Portfolio.
PERMITTED INVESTMENTS AND RISK FACTORS
Each Fund's principal strategy and principal risks are described in the Prospectuses. The following supplements the information contained in the Prospectuses concerning each Fund's principal strategy 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 objectives, 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.
AMERICAN DEPOSITARY RECEIPTS ("ADRS")
ADRs as well as other "hybrid" forms of ADRs, including GDRs, are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian bank or similar financial institution. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends interest and shareholder information regarding corporate actions. ADRs may be available through "sponsored" or "unsponsored" facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the underlying security. Holders of unsponsored depositary receipts 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.
The Intermediate Fixed Income Fund, Ultra Short Duration Fixed Income Fund and Short Duration Fixed Income Fund do not invest in ADRs. The Capital Appreciation Fund, Large Cap Relative Value Fund and Mid Cap Value Fund may invest up to 10% of their net assets in ADRs.
BORROWING
The Funds may borrow money for temporary purposes to meet redemptions or to pay dividends. 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.
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. The Premium Yield Equity Fund may invest up to 10% of its net assets in BDCs.
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. The Premium Yield Equity Fund may invest up to 10% of its net assets in Canadian Income Trusts.
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.
The Ultra Short Duration Fixed Income Fund, Short Duration Fixed Income Fund and Intermediate Fixed Income Fund do not invest in convertible securities.
DERIVATIVES
Derivatives are securities that derive their value from other securities, financial instruments or indices. The following are considered derivative securities: options on futures, futures, options on securities (e.g., puts and calls), swap agreements, mortgage-backed securities (e.g., collateralized mortgage obligations ("CMOs")), real estate mortgage investment conduits ("REMICs"), interest-only ("IOs") and principal-only ("POs"), when issued securities and forward commitments, floating and variable rate securities, convertible securities, "stripped" U.S. Treasury securities (e.g., receipts and separately traded registered interested and principal securities ("STRIPs")), privately issued stripped securities (e.g., TGRs, TRs, and CATs). These various instruments are discussed later in this section.
The Intermediate Fixed Income Fund may invest in mortgage-backed securities, variable and floating rate securities, REMICs, when issued securities and forward commitments, stripped U.S. Treasury securities and privately issued stripped securities, but not in other derivatives discussed above.
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.
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.
ETFs are considered investment companies under the 1940 Act. Ordinarily, investments in ETFs are subject to the limitations on investments in other investment companies, as described in the section entitled "Investment Company Shares". However, pursuant to an order issued by the SEC to the iShares Funds and the iShares Trust, and procedures approved by the Board of Trustees, each Fund, except the predecessor Constellation Turner Funds and Mid Cap Fund may invest in iShares ETFs in excess of the limits presented by the 1940 Act , provided that the Fund invests in ETFs and other short-term investments pursuant to the policies and procedures adopted by the Board of Trustees and otherwise complies with the conditions of the SEC exemptive order, as it may be amended, and any other applicable investment limitations. See also "Investment Company Shares."
FOREIGN CURRENCY RISK
While the Funds 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.
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.
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 the 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.
The Intermediate Fixed Income Fund and the Core Plus Fixed Income Fund will not invest in futures contracts and options on futures contracts.
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, the 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 the 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, the 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.
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.
INVESTMENT COMPANY SHARES
Such investments are subject to limitations prescribed by the 1940 Act unless a SEC exemption is applicable or as may be permitted by rules under the 1940 Act or SEC staff interpretations thereof. 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 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. The Short Duration Fixed Income Fund will not use leverage if, as a result, the effective duration of its portfolio would not be between one and three years.
LOWER-RATED SECURITIES
The Funds, except for the Ultra Short Duration Fixed Income Fund, Short Duration Fixed Income Fund and Intermediate Fixed Income 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.
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 the 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 the 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, such as potentially creating unrelated business taxable income. See "Taxation of the Funds".
The Core Plus Fixed Income Fund and International Fixed Income Fund may invest up to 20% of their net assets in lower-rated securities.
MASTER LIMITED PARTNERSHIPS
Master limited partnerships ("MLPs") are limited partnerships in which the ownership units are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter market. MLPs often own several properties or businesses (or own interests) that are related to oil and gas industries, but they also may finance research and development and other projects. Generally, a MLP is operated under the supervision of one or more managing general partners. Limited partners (like the Fund that invests in a MLP) are not involved in the day-to-day management of the partnership. They are allocated income and capital gains associated with the partnership project in accordance with the terms established in the partnership agreement. Generally speaking, MLP investment returns are enhanced during periods of declining/low interest rates and tend to be negatively influenced when interest rates are rising. As an income vehicle, the unit price can be influenced by general interest rate trends independent of specific underlying fundamentals. In addition, most MLPs are fairly leveraged and typically carry a portion of "floating" rate debt. As such, a significant upward swing in interest rates would also drive interest expense higher. Furthermore, most MLPs grow by acquisitions partly financed by debt, and higher interest rates could make it more difficult to transact accretive acquisitions. To the extent that an MLP's interests are all in a particular industry, the MLP will, accordingly, be negatively impacted by economic events impacting that industry. The risks of investing in a MLP are generally those involved in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded to investors in a MLP than investors in a corporation. In addition, MLPs may be subject to state taxation in certain jurisdictions which will have the effect of reducing the amount of income paid by the MLP to its investors.
The Large Cap Relative Value Fund may invest up to 10% of net assets in MLPs.
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. The International Fixed Income Fund may invest up to 10% of its net assets in foreign covered bonds.
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 in 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). 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.
In September 2008, Fannie Mae and Freddie Mac were placed into conservatorship overseen by the Federal Housing Finance Agency (FHFA). In addition to placing the companies in conservatorship, the U.S. Treasury announced three additional steps that it intended to take with respect to Fannie Mae and Freddie Mac. First, the U.S. Treasury has entered into Senior Preferred Stock Purchase Agreements under which, if the FHFA determines that Fannie Mae's or Freddie Mac's liabilities have exceeded its assets under generally accepted accounting principles, the U.S. Treasury will contribute up to $100 billion in funds to that company in an amount equal to the difference between such liabilities and assets. Second, the U.S. Treasury established a new secured lending credit facility that is available to Fannie Mae and Freddie Mac until December 2009. Third, the U.S. Treasury initiated a temporary program to purchase Fannie Mae and Freddie Mac mortgage-backed securities, which is expected to continue until December 2009. No assurance can be given that the U.S. Treasury initiatives discussed above with respect to the debt and mortgage-backed securities issued by Fannie Mae and Freddie Mac will be successful.
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. The Core Plus Fixed Income Fund may invest up to 10% of its net assets in REMICs.
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. The Core Plus Fixed Income Fund may invest up to 10% of its net assets in CMOs.
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. The Core Plus Fixed Income Fund may invest up to 15% of its net assets in Commercial Mortgage-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 (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. The Core Plus Fixed Income Fund may invest up to 45% of its net assets in mortgage dollar rolls.
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 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 currency 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 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.
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.
The Intermediate Fixed Income Fund and Core Plus Fixed Income Fund will not invest in options. The Emerging Markets Equity Fund and Mid Cap Value Fund may invest in options for hedging purposes only. The International Fixed Income Fund may not write options.
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."
PAY-IN-KIND 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.
The Core Plus Fixed Income Fund may invest up to 5% of its net assets in pay-in-kind bonds.
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.
The Core Plus Fixed Income Fund and Mid Cap Value Fund may invest up to 10% of their net assets in preferred stock.
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.
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.
The Capital Appreciation Fund, Large Cap Relative Value Fund, Long/Short Equity Fund and Mid Cap Value Fund may invest up to 10% of their net assets in REITs. The Global Equity Fund may invest up to 20% of its net assets in REITs. The Emerging Markets Equity Fund may invest up to 25% of its net assets in REITs.
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 (Touchstone Advisors monitors compliance with this requirement).
The Ultra Short Duration Fixed Income Fund may invest in repurchase agreements as part of its principal investment strategy as more fully described in the Prospectus.
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 the Fund and are subject to the 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.
The Core Plus Fixed Income Fund may invest up to 5% of its net assets in reverse repurchase agreements.
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. The Premium Yield Equity Fund may invest up to 10% of its net assets in royalty trusts.
The Large Cap Relative Value Fund may invest up to 10% of its net assets in royalty trusts.
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. The Mid Cap Fund may not purchase Rule 144A securities. The Core Plus Fixed Income Fund may invest up to 25% of its net assets in Rule 144A securities. The Emerging Markets Equity Fund and International Fixed Income Fund may invest up to 10% of their net assets in Rule 144A securities.
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.
The Intermediate Fixed Income Fund will not lend its securities.
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 International Growth Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund and International Fixed Income Fund invest in securities of foreign issuers as part of their principal investment strategy as more fully described in the Prospectus. The Capital Appreciation Fund, Large Cap Relative Value Fund and Mid Cap Value Fund may invest up to 10% of their net assets in foreign securities. The Core Plus Fixed Income Fund may invest up to 50% of its net assets in securities of foreign issuers of which up to 20% may be denominated in a foreign currency.
Emerging Market Securities
Emerging market countries are generally countries that are included in the Morgan Stanley Capital International ("MSCI") Emerging Markets Index, or otherwise excluded from the MSCI World Index. As of June 30, 2009, the countries in the MSCI World Index included: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, 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. In addition, emerging market countries include those that are considered by the Advisor or Sub-Advisor to have an economy and financial system comparable to countries included in the MSCI Emerging Markets Index; or whose economic activity and capital markets are dependent on emerging market countries. Examples include Hong Kong and Singapore. When a Fund invests in securities of a company in an emerging market country, it invests in securities issued by a company that (i) is organized under the laws of an emerging market country, (ii) maintains its principal place of business in an emerging market country, (iii) has its principal trading market for its securities in an emerging market country, (iv) derives at least 50% of its revenues or profits from operations within emerging market countries, or has at least 50% of its assets located in emerging market countries.
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 the 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 the 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.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because the 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. The Fund would absorb any loss resulting from such registration problems and may have no successful claim for compensation.
The International Growth Fund and Global Equity Fund may invest up to 20% of their net assets in emerging market securities. The Capital Appreciation Fund and Mid Cap Value Fund may invest up to 10% of their net assets in ADRs of emerging market issuers. The Core Plus Fixed Income Fund may invest up to 10% of its net assets in investment grade emerging market debt securities and up to 10% of its net assets in non-investment grade emerging market debt securities. The International Fixed Income Fund may invest up to 10% of its net assets in emerging market debt securities.
The Emerging Markets Equity Fund may also invest up to 20% of its net assets in participatory notes (commonly known as P-notes), which 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.
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.
The Long/Short Equity Fund may maintain open short equity positions in an amount equal to 100% of the market value of its long equity portfolio.
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.
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.
TEMPORARY 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.
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. Subscription rights 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 the 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 AND DELAYED DELIVERY SECURITIES
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".
The Yankee obligations selected for the Funds will adhere to the same quality standards as those utilized for the selection of domestic debt obligations.
ZERO COUPON SECURITIES
Zero coupon securities are securities that are sold at a discount to par value and securities on which interest payments are not made during the life of the security. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received "income" annually. Because a Fund will distribute its "income" to shareholders, to the extent that shareholders elect to receive dividends in cash rather than reinvesting such dividends in additional shares, a Fund will have fewer assets with which to purchase income producing securities. In the event of adverse market conditions, zero coupon securities may be subject to greater fluctuations in value and may be less liquid than comparably rated securities paying cash interest at regular interest payment periods.
Corporate or municipal zero coupon securities are: (i) notes or debentures which do not pay current interest and are issued at substantial discounts from par value, or (ii) notes or debentures that pay no current interest until a stated date one or more years into the future, after which date the issuer is obligated to pay interest until maturity, usually at a higher rate than if interest were payable from the date of issuance, and may also make interest payments in kind (e.g., with identical zero coupon securities). Such corporate and municipal zero coupon securities, in addition to the risks identified above, are subject to the risk of the issuer's failure to pay interest and repay principal in accordance with the terms of the obligation.
INVESTMENT LIMITATIONS
FUNDAMENTAL POLICIES
The following investment limitations are fundamental policies of each Fund which cannot be changed with respect to a Fund without the consent of the holders of a majority of that Fund's outstanding shares. The term "majority of the outstanding shares" means the vote of (i) 67% or more of a Fund's shares present at a meeting, if more than 50% of the outstanding shares of a Fund are present or represented by proxy, or (ii) more than 50% of a Fund's outstanding shares, whichever is less. Except for the limitations on illiquid securities and bank borrowings, if a percentage restriction on investment or use of assets set forth below is adhered to at the time a transaction is effected, later changes in percentage resulting from changing market values or other circumstances will not be considered a deviation from this policy.
The Intermediate Fixed Income Fund, Ultra Short Duration Fixed Income Fund, Short Duration Fixed Income Fund, Small Cap Value Opportunities Fund, and Healthcare and Biotechnology Fund may not, except as otherwise provided below:
1. With respect to 75% of the Fund's assets: (i) purchase securities of any
issuer (except securities issued or guaranteed by the United States
government, its agencies or instrumentalities and repurchase agreements
involving such securities) if, as a result, more than 5% of the total
assets of the Fund would be invested in the securities of such issuer; or
(ii) acquire more than 10% of the outstanding voting securities of any one
issuer. This does not apply to the Healthcare and Biotechnology Fund.
2. Invest more than 25% of the Fund's assets in securities issued by companies in a single industry or related group of industries. This limitation does not apply to the Healthcare and Biotechnology Fund (which invests 25% or more of its assets in securities of issuers conducting their principal business activities in the healthcare and/or biotechnology industries). To that extent, the Healthcare and Biotechnology Fund is subject to legislative or regulatory changes, adverse market conditions and/or increased competition affecting that industry in greater proportion than funds that are more diversified by industry.
3. Borrow money in an amount exceeding 33 1/3% of the value of its total assets, provided that, for purposes of this limitation, investment strategies which either obligate the Fund to purchase securities or require the fund to segregate assets are not considered to be borrowings. Asset coverage of at least 300% is required for all borrowings, except where the Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets. Each Fund will not purchase securities while its borrowings exceed 5% of its total assets.
4. Make loans to other persons except through the lending of its portfolio securities, provided that this limitation does not apply to the purchase of debt securities and loan participations and/or engaging in direct corporate loans or repurchase agreements in accordance with its investment objectives and policies. The loans cannot exceed 33 1/3% of a Fund's assets. A Fund may also make loans to other investment companies to the extent permitted by the 1940 Act or any exemptions therefrom which may be granted to the Fund by the SEC.
For example, at a minimum, the Fund will not make any such loans unless all requirements regarding common control and ownership of Fund shares are met.
5. Purchase or sell real estate, physical commodities, or commodities contracts, except that each Fund may purchase (i) marketable securities issued by companies which own or invest in real estate (including REITs), commodities, or commodities contracts; and (ii) commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.
6. Issue senior securities as defined in the 1940 Act except as permitted by rule, regulation or order of the SEC.
7. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security.
8. Invest in interests in oil, gas, or other mineral exploration or development programs and oil, gas or mineral leases.
The Sands Capital Select Growth Fund, Premium Yield Equity Fund, and International Growth Fund may not:
1. Purchase any securities which would cause 25% or more of the net assets of the Fund to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that this limitation does not apply to investments in obligations issued or guaranteed by the United States government, its agencies or instrumentalities.
2. Borrow money from banks in an amount which exceeds 33 1/3% of the value of its total assets (including the amount borrowed) less the Fund's liabilities (other than borrowings), except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) from a bank for temporary or emergency purposes.
3. Purchase or sell real estate, although it may purchase or sell securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein (including REITs).
4. Purchase or sell physical commodities (which shall not, for purposes of this restriction, include currencies), or commodities contracts, except that each Fund may (i) purchase or sell marketable securities issued by companies which own or invest in commodities (including currencies), or commodities contracts; and (ii) enter into commodities and futures contracts relating to securities, currencies, indexes or any other financial instruments, such as financial futures contracts and options on such contracts.
5. Make loans to other persons except through the lending of its portfolio securities, provided that this limitation does not apply to the purchase of debt securities and loan participations and/or engaging in direct corporate loans or repurchase agreements in accordance with its investment objectives and policies. The loans cannot exceed 33 1/3% of a Fund's assets. A Fund may also make loans to other investment companies to the extent permitted by the 1940 Act or any exemptions therefrom which may be granted to the Fund by the SEC.
For example, at a minimum, the Fund will not make any such loans unless all requirements regarding common control and ownership of Fund shares are met.
6. Issue senior securities (as defined in the 1940 Act) except as permitted by rule, regulation or order of the SEC, or SEC staff interpretation.
7. Act as an underwriter of securities of other issuers except as it may be deemed an underwriter in selling a portfolio security or when selling its own shares.
8. The Premium Yield Equity Fund may not, with respect to 75% of its total assets, (i) purchase the securities of any issuer (except securities issued or guaranteed by the United States government, its agencies or instrumentalities or cash items) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer; or (ii) acquire more than 10% of the outstanding voting securities of any one issuer.
The Mid Cap Fund may not:
1. Invest 25% or more of the value of its total assets in the securities (other than U.S. government securities) of issuers engaged in any single industry.
2. Issue senior securities representing stock, except to the extent permitted by the 1940 Act. In addition, the Fund will not issue senior securities representing indebtedness, except as otherwise permitted under the 1940 Act.
3. Underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act in connection with the disposition of its portfolio securities.
4. Make loans of money or securities to other persons, except through purchasing fixed income securities, lending portfolio securities or entering into repurchase agreements in a manner consistent with the Fund's investment policies.
5. Purchase or sell physical commodities or commodity contracts, except that the Fund may purchase commodities contracts relating to financial instruments, such as financial futures contracts and options on such contracts.
6. Purchase or sell real estate or interests therein, except that it may invest in securities of issuers engaged in the real estate industry and may invest in securities secured by real estate or interests therein.
7. Purchase securities of an issuer, except as consistent with the maintenance of its status as an open-end diversified company under the 1940 Act, the rules or regulations thereunder or any exemption there from, as such statute, rules or regulations may be interpreted from time to time.
8. Borrow money except from banks and then in an amount which does not exceed 33 1/3% of the value of its total assets (including the amount borrowed) less the Fund's liabilities (other than borrowings), except that the Fund may borrow up to an additional 5% of its total assets (not including the amount borrowed) from a bank for temporary or emergency purposes.
The Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund may not:
1. DIVERSIFICATION. For each diversified fund only, the Funds may not purchase securities of an issuer that would cause the Funds to fail to satisfy the diversification requirement for a diversified management company under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
2. BORROWING MONEY. The Funds may not engage in borrowing except as permitted by the Investment Company Act of 1940, any rule, regulation or order under the Act or any SEC staff interpretation of the Act.
3. UNDERWRITING. The Funds may not underwrite securities issued by other persons, except to the extent that, in connection with the sale or disposition of portfolio securities, a Fund may be deemed to be an underwriter under certain federal securities laws or in connection with investments in other investment companies.
4. LOANS. The Funds may not make loans to other persons except that a Fund
may (1) engage in repurchase agreements, (2) lend portfolio securities,
(3) purchase debt securities, (4) purchase commercial paper, and (5) enter
into any other lending arrangement permitted by the Investment Company Act
of 1940, any rule, regulation or order under the Act or any SEC staff
interpretation of the Act.
5. REAL ESTATE. The Funds may not purchase or sell real estate except that a Fund may (1) hold and sell real estate acquired as a result of the Fund's ownership of securities or other instruments (2) purchase or sell securities or other instruments backed by real estate or interests in real estate and (3) purchase or sell securities of entities or investment vehicles, including real estate investment trusts that invest, deal or otherwise engage in transactions in real estate or interests in real estate.
6. COMMODITIES. The Funds may not purchase or sell physical commodities except that a Fund may (1) hold and sell physical commodities acquired as a result of the Fund's ownership of securities or other instruments, (2) purchase or sell securities or other instruments backed by physical commodities, (3) purchase or sell options, and (4) purchase or sell futures contracts.
7. CONCENTRATION OF INVESTMENTS. The Funds, except the Global Real Estate Fund, may not purchase the securities of an issuer (other than securities issued or guaranteed by the United States Government, its agencies or its instrumentalities) if, as a result, more than 25% of the Fund's total assets would be invested in the securities of companies in the same industry or group of industries. The Global Real Estate Fund will invest more than 25% of its total assets the real estate industry.
8. SENIOR SECURITIES. The Funds may not issue senior securities except as permitted by the Investment Company Act of 1940, any rule, regulation or order under the Act or any SEC staff interpretation of the Act.
The following descriptions of certain provisions of the 1940 Act may assist investors in understanding the above policies and restrictions:
1. Diversification. Under the 1940 Act, a diversified investment management company, as to 75% of its total assets, may not purchase securities of any issuer (other than securities issued or guaranteed by the U.S. Government, its agents or instrumentalities or securities of other investment companies) if, as a result, more than 5% of its total assets would be invested in the securities of such issuer, or more than 10% of the issuer's outstanding voting securities would be held by the fund.
2. Borrowing. The 1940 Act allows a fund to borrow from any bank (including pledging, mortgaging or hypothecating assets) in an amount up to 33 1/3% of its total assets (not including temporary borrowings not in excess of 5% of its total assets).
3. Underwriting. Under the 1940 Act, underwriting securities involves a fund purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly. Under the 1940 Act, a diversified fund may not make any commitment as underwriter, if immediately thereafter the amount of its outstanding underwriting commitments, plus the value of its investments in securities of issuers (other than investment companies) of which it owns more than 10% of the outstanding voting securities, exceeds 25% of the value of its total assets.
4. Lending. Under the 1940 Act, a fund may only make loans if expressly permitted by its investment policies. The Fund's current investment policy on lending is as follows: the 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 that are collateralized fully; and (iii) engage in securities lending as described in its Statement of Additional Information.
5. 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.
NON-FUNDAMENTAL POLICIES
The following investment limitations are non-fundamental policies of the Intermediate Fixed Income Fund, the Ultra Short Duration Fixed Income Fund, the Short Duration Fixed Income Fund, the Sands Capital Select Growth Fund, the Mid Cap Fund, the Healthcare And Biotechnology Fund, the Small Cap Value Opportunities Fund, the Premium Yield Equity Fund and the International Growth Fund and may be changed with respect to a Fund by the Board of Trustees.
No Fund may:
1. Pledge, mortgage or hypothecate assets except to secure borrowings (not to exceed 33 1/3% of a Fund's assets) permitted by the fund's fundamental limitation on borrowing.
2. Purchase securities on margin or effect short sales, except that each Fund may (i) obtain short-term credits as necessary for the clearance of security transactions; (ii) provide initial and variation margin payments in connection with transactions involving futures contracts and options on such contracts; and (iii) make short sales "against the box" or in compliance with the SEC's position regarding the asset segregation requirements imposed by Section 18 of the 1940 Act.
3. Purchase or hold illiquid securities, i.e., securities that cannot be disposed of for their approximate carrying value in seven days or less (which term includes repurchase agreements and time deposits maturing in more than seven days) if, in the aggregate, more than 15% (or 10%, with respect to the Short Duration Fixed Income Fund and Ultra Short Duration Fixed Income Fund) of its net assets would be invested in illiquid securities. Unregistered securities sold in reliance on the exemption from registration in Section 4(2) of the Securities Act of 1933 ("the 1933 Act") and securities exempt from registration on re-sale pursuant to Rule 144A of the 1933 Act may be treated as liquid securities under procedures adopted by the Board of Trustees.
4. The predecessor Constellation Turner Funds and Mid Cap Fund may not invest in companies for the purpose of exercising control.
5. The predecessor Constellation Turner Funds and Mid Cap Fund may not invest its assets in securities of any investment company, except as permitted by the 1940 Act.
6. The predecessor Constellation Turner Funds may not enter into futures contracts and options on futures contracts except as permitted by guidelines in the Funds' statement of additional information.
7. Make investments in securities when outstanding borrowings exceed 5% of the Fund's total assets.
The following investment policies are non-fundamental policies of the Intermediate Fixed Income Fund, the Ultra Short Duration Fixed Income Fund, the Short Duration Fixed Income Fund, the Sands Capital Select Growth Fund, the Mid Cap Fund, the Healthcare And Biotechnology Fund, the Small Cap Value Opportunities Fund, the Premium Yield Equity Fund and the International Growth Fund and may be changed with respect to a Fund by the Board of Trustees without shareholder approval.
1. Each Fund may purchase securities on a when-issued basis and borrow money (borrowing money is permitted by the Funds' fundamental limitation on borrowing). The Intermediate Income Fund will not invest in when-issued securities.
2. Each Fund, except the Intermediate Fixed Income Fund, may enter into futures and options transactions.
3. Each Fund may hold up to 15% (10% for the Short Duration Fixed Income Fund and Ultra Short Duration Fixed Income Fund) of its net assets in illiquid securities.
4. Each Fund, except the Short Duration Fixed Income Fund, Ultra Short Duration Fixed Income Fund and Intermediate Fixed Income Fund, may purchase convertible securities.
5. Each Fund may enter into repurchase agreements not to exceed 33 1/3% of a Fund's assets.
6. Each Fund may purchase fixed income securities, including variable and floating rate instruments and zero coupon securities.
7. Each Fund, except for the Mid Cap Fund, may purchase Rule 144A securities and other restricted securities.
8. Each Fund may purchase obligations of supranational entities in an amount totaling less than 25% of the Fund's total assets.
9. 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.
THE ADVISOR
Touchstone Advisors, Inc. (the "Advisor"), is the Funds' investment advisor under the terms of an advisory agreement (the "Advisory Agreement") dated March 1, 2006. Under the Advisory Agreement, the Advisor continuously reviews, supervises and administers the Funds' investment program, subject to the supervision of, and policies established by, the Board of Trustees of the Trust (the "Trustees"). The Advisor determines the appropriate allocation of assets to each Fund's sub-advisor(s) (the "Sub-Advisors").
The Advisory Agreement provides that the Advisor shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties, but shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard of its obligations or duties thereunder. Prior to March 1, 2006, the Trust's advisor was Constellation Investment Management Company, LP ("CIMCO").
The continuance of the Advisory Agreement as to the Funds after the first two years must be specifically approved at least annually (i) by the vote of the Trustees or by a vote of the shareholders of the Fund, and, in either case, (ii) by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or "interested persons" (as defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval. The Advisory Agreement will terminate automatically in the event of its assignment, and is terminable at any time without penalty by the Trustees or, with respect to a Fund, by a majority of the outstanding shares of the Fund, on not less than 30 days' nor more than 60 days' written notice to the Advisor, or by the Advisor on 90 days' written notice to the Trust.
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 is a wholly-owned subsidiary of Western & Southern Financial Group, Inc., which is a wholly-owned subsidiary of Western - Southern Mutual Holding Company. Ms. Jill T. 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 these affiliations, may directly or indirectly receive benefits from the advisory fees paid to the Advisor.
MANAGER OF MANAGER'S STRUCTURE
The Trust, on behalf of each Fund, seeks to achieve its investment goal by using a "manager of managers" structure. Under a manager of managers structure, the Advisor acts as investment adviser, subject to direction from and oversight by the Trustees, to allocate and reallocate the Fund's assets among Sub-Advisors, and to recommend that the Trustees hire, terminate or replace unaffiliated Sub-Advisors without shareholder approval. By reducing the number of shareholder meetings that may have to be held to approve new or additional sub-advisors for the Fund, the Trust anticipates that there will be substantial potential cost savings, as well as the opportunity to achieve certain management efficiencies, with respect to any fund in which the manager of managers approach is chosen.
For the fiscal years ended September 30, 2006, 2007 and 2008, the Trust paid advisory fees and received waivers and reimbursements as shown in the following table:
--------------------------------------------------------------------------------------------------------------------- ADVISORY FEES PAID (EXPENSES REIMBURSED) ADVISORY FEES WAIVED ------------------------------------------------------------------------------------------ FUND 2006 2007 2008 2006 2007 2008 --------------------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund $112,640 $91,543 $83,811 $10,218 $24,697 $55,243 --------------------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $563,868 $390,257 $404,936 $4,326 $98,807 $205,930 --------------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund $230,918 $165,561 $132,307 $14,882 $56,515 $104,399 --------------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund $693,675 $500,196 $676,816 $0 $66,492 $127,367 --------------------------------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund $1,774,629 $2,175,657 $1,525,525 $40,282 $286,251 $382,767 --------------------------------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund $3,829,296 $4,376,477 $5,322,750 $551,403 $246,159 $153,618 --------------------------------------------------------------------------------------------------------------------- Mid Cap Fund $70,372 $2,470,376 $3,785,848 $79,336 $485,026 $661,074 --------------------------------------------------------------------------------------------------------------------- |
Fees paid prior to March 1, 2006 represent fees paid to CIMCO.
The advisory fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the Premium Yield Equity Fund paid advisory fees and received waivers and reimbursements as shown in the following table:
--------------------------------------------------------------------------------------------------------------------- ADVISORY FEES PAID (EXPENSES REIMBURSED) ADVISORY FEES WAIVED ------------------------------------------------------------------------------------------ FUND 2008 2008 --------------------------------------------------------------------------------------------------------------------- Premium Yield Equity Fund $126,397 $72,299 --------------------------------------------------------------------------------------------------------------------- |
For the fiscal years ended December 31, 2007 and 2006, and the period from January 1, 2008 through September 30, 2008, the International Growth Fund paid advisory fees and received waivers and reimbursements as shown in the following table:
--------------------------------------------------------------------------------------------------------------------- ADVISORY FEES PAID (EXPENSES REIMBURSED) ADVISORY FEES WAIVED ------------------------------------------------------------------------------------------ FUND 2006 2007 2008 2006 2007 2008 --------------------------------------------------------------------------------------------------------------------- International Growth Fund ($171,704)* ($147,383)* $(152,134)* $0 $0 $0 --------------------------------------------------------------------------------------------------------------------- |
* Reflects amount paid to Navellier & Associates, Inc. and Navellier Management, Inc. by the predecessor Navellier International Portfolio pursuant to an investment advisory agreement.
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 each Sub-Advisor from its advisory fee.
---------------------------------------------------------------------------------------------------------------- NAME OF FUND ANNUAL FEE RATE ---------------------------------------------------------------------------------------------------------------- Mid Cap Fund 0.80% ---------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund 1.00% ---------------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund 0.40% ---------------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund 0.25% ---------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund 0.25% ---------------------------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund 0.95% ---------------------------------------------------------------------------------------------------------------- Premium Yield Equity Fund 0.70% on the first $100 million of assets; 0.65% on the value of assets above that amount ---------------------------------------------------------------------------------------------------------------- International Growth Fund 0.90% ---------------------------------------------------------------------------------------------------------------- Capital Appreciation Fund 0.75% on first $25 million of assets; 0.70% next $225 million of assets; 0.65% on assets over $250 million ---------------------------------------------------------------------------------------------------------------- |
---------------------------------------------------------------------------------------------------------------- NAME OF FUND ANNUAL FEE RATE ---------------------------------------------------------------------------------------------------------------- Core Plus Fixed Income Fund 0.45% on first $100 million of assets; 0.425% on next $$150 million of assets; 0.40% on assets over $250 million ---------------------------------------------------------------------------------------------------------------- Emerging Markets Equity Fund 1.10% on first $200 million of assets; 1.05% on next $200 million of assets; 0.95% on assts over $400 million ---------------------------------------------------------------------------------------------------------------- Global Equity Fund 0.85% on first $50 million of assets; 0.80% on next $450 million of assets; 0.75% on assets over $500 million ---------------------------------------------------------------------------------------------------------------- Global Real Estate Fund 0.80% ---------------------------------------------------------------------------------------------------------------- International Fixed Income Fund 0.55% on first $100 million of assets; 0.50% on next $150 million of assets; 0.45% on assets over $250 million ---------------------------------------------------------------------------------------------------------------- Large Cap Relative Value Fund 0.70% on first $100 million of assets; 0.65% on assets over $100 million ---------------------------------------------------------------------------------------------------------------- Long/Short Equity Fund 1.30% ---------------------------------------------------------------------------------------------------------------- Mid Cap Value Fund 0.85% on first $100 million of assets; 0.80% on next $300 million of assets; 0.75% on assets over $400 million ---------------------------------------------------------------------------------------------------------------- Small Cap Core Fund 0.85% ---------------------------------------------------------------------------------------------------------------- |
As described in the Prospectus, the Sands Capital Select Growth Fund is subject to base investment advisory fees that may be adjusted if the Fund outperforms or under-performs a stated benchmark. The "Highest/Lowest Possible Advisory Fee" column represents the maximum and minimum amount that the Advisor may receive pursuant to the performance fee under the Advisory Agreement. Set forth below is information about the advisory fee arrangements of the Sands Capital Select Growth Fund:
------------------------------------------------------------------------------------------------------------------------- HIGHEST / LOWEST ANNUAL POSSIBLE BASE ADVISORY ADJUSTMENT ADVISORY FUND BENCHMARK REQUIRED EXCESS PERFORMANCE FEE RATE FEE ------------------------------------------------------------------------------------------------------------------------- Sands Capital Select Russell 1000 1.00% / Growth Fund Growth Index +/- 2.50% 0.85% +/- 0.15% 0.70% ------------------------------------------------------------------------------------------------------------------------- |
Each Fund's advisory fee is accrued daily and paid monthly, based on the Fund's average net assets during the current month. The Sands Capital Select Growth Fund's performance adjustment is calculated and paid monthly by comparing the Fund's performance to the performance of the Fund's benchmark over a "performance period." The performance period consists of a rolling 12-month period that includes the most current month for which performance is available plus the previous 11 months. The Fund's annual performance adjustment rate is multiplied by the average net assets of the Fund over the performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the current month and the denominator of which is 365 (366 in leap years). The resulting amount is then added (in the case of overperformance) or subtracted from (in the case of underperformance) to the Fund's base fee.
For example, assume that the Sands Capital Select Growth Fund's average net assets as of March 31 were $55,000,000, the average net assets of the Fund over the 12-month period ending March 31 was $50,000,000, and that it is not a leap year. The Fund's base fee for March is $39,705 ($55,000,000 x 0.85%, x 31/365). If the Fund outperformed (or underperformed) the Russell 1000 Growth Index by less than 2.50% over this performance period, then there is no adjustment to the Fund's base fee. If the Fund outperformed (or underperformed) the Russell 1000 Growth Index by 2.50% or more over this performance period, then the Advisor's advisory fee would increase (or decrease) by a maximum of $6,370 ($50,000,000 x 0.15%, x 31/365).
Because the adjustment to the Sands Capital Select Growth Fund's base advisory fee is based upon the Fund's performance compared to the investment record of its stated benchmark, the controlling factor as to whether a performance adjustment will be made is not whether the Fund's performance is up or down per se, but whether it is up or down more or less than the record of its respective benchmark. Moreover, the comparative investment performance of the Fund is based solely on the relevant performance period without regard to relative performance over a longer or shorter period of time.
Pursuant to a Fee Waiver Agreement between the Advisor and the Trust, the Advisor has agreed to limit certain Funds net operating expenses ("Net Expenses") to the following levels. These expense limitations will remain in effect until at least January 31, 2010, except the limitation for the Short Duration Fixed Income Fund Class Y which will remain in effect until May 4, 2010, and the Intermediate Fixed Income Fund Institutional shares, Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund which will remain in effect until at least January 31, 2011.
CONTRACTUAL LIMIT FUND ON "NET EXPENSES" -------------------------------------------------------------------------------- Mid Cap Fund Class A 1.15% -------------------------------------------------------------------------------- Mid Cap Fund Class C 1.90% -------------------------------------------------------------------------------- Mid Cap Fund Institutional Shares 0.90% -------------------------------------------------------------------------------- Mid Cap Fund Class Z 1.15% -------------------------------------------------------------------------------- Small Cap Value Opportunities Fund Class Z 1.50% -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund Class A 1.55% -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund Class C 2.30% -------------------------------------------------------------------------------- Short Duration Fixed Income Fund Class Z 0.74% -------------------------------------------------------------------------------- Short Duration Fixed Income Fund Class Y 0.49% -------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund Class Z 0.69% -------------------------------------------------------------------------------- Intermediate Fixed Income Fund Institutional Shares 0.40% -------------------------------------------------------------------------------- Premium Yield Equity Fund Class A 1.20% -------------------------------------------------------------------------------- Premium Yield Equity Fund Class C 1.95% -------------------------------------------------------------------------------- Premium Yield Equity Fund Class Y 0.95% -------------------------------------------------------------------------------- International Growth Fund Class A 1.35% -------------------------------------------------------------------------------- International Growth Fund Class C 2.10% -------------------------------------------------------------------------------- International Growth Fund Class Y 1.10% -------------------------------------------------------------------------------- Emerging Markets Equity Fund Class A 1.74% -------------------------------------------------------------------------------- |
-------------------------------------------------------------------------------- Emerging Markets Equity Fund Class C 2.49% -------------------------------------------------------------------------------- Emerging Markets Equity Fund Class Y 1.49% -------------------------------------------------------------------------------- Emerging Markets Equity Fund Institutional Shares 1.34% -------------------------------------------------------------------------------- Capital Appreciation Fund Class A 1.19% -------------------------------------------------------------------------------- Capital Appreciation Fund Class C 1.94% -------------------------------------------------------------------------------- Capital Appreciation Fund Class Y 0.94% -------------------------------------------------------------------------------- Capital Appreciation Fund Institutional Shares 0.79% -------------------------------------------------------------------------------- Mid Cap Value Fund Class A 1.29% -------------------------------------------------------------------------------- Mid Cap Value Fund Class C 2.04% -------------------------------------------------------------------------------- Mid Cap Value Fund Class Y 1.04% -------------------------------------------------------------------------------- Mid Cap Value Fund Institutional Shares 0.89% -------------------------------------------------------------------------------- Global Real Estate Fund Class A 1.39% -------------------------------------------------------------------------------- Global Real Estate Fund Class C 2.14% -------------------------------------------------------------------------------- Global Real Estate Fund Class Y 1.14% -------------------------------------------------------------------------------- Global Real Estate Fund Institutional Shares 0.99% -------------------------------------------------------------------------------- Large Cap Relative Value Fund Class A 1.19% -------------------------------------------------------------------------------- Large Cap Relative Value Fund Class C 1.94% -------------------------------------------------------------------------------- Large Cap Relative Value Fund Class Y 0.94% -------------------------------------------------------------------------------- Large Cap Relative Value Fund Institutional Shares 0.79% -------------------------------------------------------------------------------- Small Cap Core Fund Class A 1.34% -------------------------------------------------------------------------------- Small Cap Core Fund Class C 2.09% -------------------------------------------------------------------------------- Small Cap Core Fund Class Y 1.09% -------------------------------------------------------------------------------- Small Cap Core Fund Institutional Shares 0.94% -------------------------------------------------------------------------------- Global Equity Fund Class A 1.34% -------------------------------------------------------------------------------- Global Equity Fund Class C 2.09% -------------------------------------------------------------------------------- Global Equity Fund Class Y 1.09% -------------------------------------------------------------------------------- Global Equity Fund Institutional Shares 0.94% -------------------------------------------------------------------------------- Long/Short Equity Fund Class A 1.75% -------------------------------------------------------------------------------- Long/Short Equity Fund Class C 2.50% -------------------------------------------------------------------------------- Long/Short Equity Fund Class Y 1.50% -------------------------------------------------------------------------------- Core Plus Fixed Income Fund Class A 0.95% -------------------------------------------------------------------------------- Core Plus Fixed Income Fund Class C 1.70% -------------------------------------------------------------------------------- Core Plus Fixed Income Fund Class Y 0.70% -------------------------------------------------------------------------------- Core Plus Fixed Income Fund Institutional Shares 0.50% -------------------------------------------------------------------------------- International Fixed Income Fund Class A 1.09% -------------------------------------------------------------------------------- International Fixed Income Fund Class C 1.84% -------------------------------------------------------------------------------- International Fixed Income Fund Class Y 0.84% -------------------------------------------------------------------------------- International Fixed Income Fund Institutional Shares 0.69% -------------------------------------------------------------------------------- |
Pursuant to a Fee Waiver Agreement between the Advisor and the Trust, the Advisor has agreed to limit the Sands Capital Select Growth Fund's other operating expenses ("Other Expenses") to the following levels. These expense limitations will remain in effect until at least January 31, 2010.
CONTRACTUAL LIMIT FUND ON "OTHER EXPENSES" -------------------------------------------------------------------------------- Sands Capital Select Growth Fund Class Y 0.25% -------------------------------------------------------------------------------- Sands Capital Select Growth Fund Class Z 0.25% -------------------------------------------------------------------------------- |
THE SUB-ADVISORS
The Advisor has selected Sub-Advisors to manage all or a portion of a Fund's assets, which allocation is determined by the Advisor. The Sub-Advisors make the investment decisions for the Fund assets allocated to them, and continuously review, supervise and administer a separate investment program, subject to the supervision of, and policies established by, the Trustees of the Trust.
Each Sub-Advisory Agreement provides that a Sub-Advisor shall not be protected against any liability to the Trust or its shareholders by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties, or from reckless disregard of its obligations or duties thereunder.
For their respective services, the Sub-Advisors receive a fee from the Advisor. As described in the Prospectus, each Sub-Advisor receives sub-advisory fees with respect to each Fund that it sub-advises, except the Sands Capital Select Growth Fund receives a base investment sub-advisory fee that may be adjusted if the Fund outperforms or under-performs its stated benchmark. 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.
MILNE LLC D/B/A JKMILNE ASSET MANAGEMENT
Milne LLC d/b/a JKMilne Asset Management ("JKMilne"), 100 West Station Square Drive, Suite 225, Pittsburgh, Pennsylvania 15219, serves as investment sub-advisor to the Touchstone Intermediate Fixed Income Fund. JKMilne is 100% employee owned. As of December 31, 2008, JKMilne had discretionary management authority with respect to approximately $1.5 billion of assets.
A portfolio management team consisting of John K. Milne, Deborah S. Wingerson and Brian D. Borneman manages the Intermediate Fixed Income Fund.
As of March 31, 2009 Mr. Milne managed 0 registered investment companies, 0 unregistered pooled vehicles, and 25 other accounts with total assets of approximately $1.5 billion. With respect to such accounts, none of the accounts pay JKMilne a fee based upon the performance of the account.
As of March 31, 2009 Ms. Wingerson managed 0 registered investment companies, 0 unregistered pooled vehicles, and 25 other accounts with total assets of approximately $1.5 billion. With respect to such accounts, none of the accounts pay JKMilne a fee based upon the performance of the account.
As of March 31, 2009 Mr. Borneman managed 0 registered investment companies, 0 unregistered pooled vehicles, and 25 other accounts with total assets of approximately $1.5 billion. With respect to such accounts, none of the accounts pay JKMilne a fee based upon the performance of the account.
Conflicts. 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 the execution and allocation of investment opportunities. Other potential conflicts might include conflicts created by specific portfolio manager compensation arrangements, personal securities trading, and conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example, research, or "soft dollars"). JKMilne has adopted policies and procedures designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts. JKMilne policies and procedures address such issues as execution of portfolio transactions, aggregation and allocation of trades, directed brokerage and soft dollars. Additionally, JKMilne maintains a code of ethics that addresses rules on personal trading and insider information.
Compensation. Each portfolio manager is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio manager's experience and performance. The annual incentive amount is discretionary and based primarily on a portfolio manager's contribution to the client and firm goals.
Fund Ownership. As of March 31, 2009 Mr. Milne, Ms. Wingerson and Mr. Borneman did not own any shares of the Intermediate Fixed Income Fund.
FORT WASHINGTON INVESTMENT ADVISORS, INC.
Fort Washington Investment Advisors, Inc. ("Fort Washington"), 303 Broadway, Suite 1200, Cincinnati, Ohio, 45202, serves as investment sub-advisor to the Ultra Short Duration Fixed Income Fund. Fort Washington 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 Fort Washington. As of December 31, 2008, Fort Washington had discretionary management authority with respect to approximately $25 billion of assets.
A core portfolio management team consisting of Scott D. Weston and Brent A. Miller, CFA, manages the Ultra Short Duration Fixed Income Fund. Even though each person has separate sector responsibilities, the team shares equally in the decision making and structuring process of the Funds.
Other Accounts. As of October 1, 2008, Mr. Weston managed two registered investment companies with approximately $190 million in total assets, one unregistered pooled vehicle with total assets of approximately $85 million, and 34 other accounts with total assets of approximately $4.7 billion. With respect to such accounts, none of the accounts pay Fort Washington a fee based upon the performance of the account.
As of October 1, 2008, Mr. Miller managed two registered investment companies with approximately $190 million in total assets, one unregistered pooled vehicles with total assets of approximately $85 million, and 34 other accounts with total assets of approximately $4.7 billion. With respect to such accounts, none of the accounts pay Fort Washington a fee based upon the performance of the account.
Conflicts. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Funds). 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. 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. 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.
Fund Ownership. The following table indicates for the Ultra Short Duration Fixed Income Fund, the dollar range of shares beneficially owned by each of the Fund's portfolio managers as of October 1, 2008:
------------------------------------------------------------------------------------------------------------- PORTFOLIO MANAGER FUND DOLLAR RANGE OF FUND SHARES OWNED ------------------------------------------------------------------------------------------------------------- Scott D. Weston Ultra Short Duration Fixed Income Fund None ------------------------------------------------------------------------------------------------------------- Brent A. Miller Ultra Short Duration Fixed Income Fund None ------------------------------------------------------------------------------------------------------------- |
TURNER INVESTMENT PARTNERS
Turner Investment Partners, Inc. ("Turner"), 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312, serves as sub-advisor for the Mid Cap, Healthcare and Biotechnology and Small Cap Value Opportunities Funds. As of December 31, 2008, Turner had approximately $15.4 billion in client assets under management. Turner is a professional investment management firm founded in March 1990. Robert E. Turner is the Chairman and controlling shareholder of Turner.
Other Accounts. Frank Sustersic, CFA, is the lead manager on the Healthcare and Biotechnology Fund and has primary responsibility for the management of the Fund. Heather McMeekin and Vijay Shankaran are co-managers on the Healthcare and Biotechnology Fund. As of September 30, 2008, Mr. Sustersic managed 1 other registered investment company with approximately $531 million in total assets, 2 unregistered pooled vehicles with total assets of approximately $16 million and 11 other accounts with approximately $295 million in total assets. With respect to unregistered pooled vehicles, 1 account with assets of approximately $15 million pays Turner a fee based upon the performance of the account. As of September 30, 2008, Ms. McMeekin co-managed 5 other registered investment company accounts with approximately $852 million in total assets, 16 unregistered pooled vehicles with total assets of approximately $284 million and 31 other accounts with approximately $1.2 billion in total assets. With respect to unregistered pooled vehicles, 1 account with assets of approximately $15 million pays Turner a fee based upon the performance of the account. As of September 30, 2008, Mr. Shankaran co-managed 1 other registered investment company account with approximately $771,000, 4 unregistered pooled vehicle with total assets of approximately $57 million and 5 other accounts with approximately $75 million in total assets. With respect to unregistered pooled vehicles, 2 accounts with assets of approximately $44 million pays Turner a fee based upon the performance of the account. With respect to other accounts, 1 account with assets of approximately $3 million pays Turner a fee based upon the performance of the account.
Thomas DiBella, CFA, Steven Gold, CFA, and Joseph Krocheski are responsible for the management of the Mid Cap Fund with Mr. DiBella acting as lead manager. Mr. DiBella, Mr. Gold, David J. Brenia and Robert S. Clark are responsible for the management of the Small Cap Value Opportunities Fund with Mr. DiBella acting as lead manager. As of September 30, 2008, Mr. DiBella co-managed 2 other registered investment companies with approximately $25 million in total assets, 22 unregistered pooled vehicles with total assets of approximately $510 million and 25 other accounts with approximately $1.2 billion in total assets. With respect to other accounts, 1 account with assets of approximately $7 million pays Turner a fee based upon the performance of the account. As of September 30, 2008, Mr. Gold co-managed 2 registered investment companies with approximately $25 million in total assets, 22 unregistered pooled vehicles with total assets of approximately $510 million and 24 other account with approximately $1.2 billion in total assets. With respect to other accounts, 1 account with assets of approximately $7 million pays Turner a fee based upon the performance of the account. As of September 30, 2008, Mr. Kroscheski co-managed 1 other registered investment company account with approximately $514,000 in total assets, 13 unregistered pooled vehicles with total assets of approximately $326 million and 7 other accounts with approximately $365 million in total assets. With respect to other accounts, 1 account with assets of approximately $7 million pays Turner a fee based upon the performance of the account. As of September 30, 2008, Mr. Brenia co-managed 0 other registered investment company accounts, 0 unregistered pooled vehicles and 4 other accounts with approximately $106 million in total assets, none of which pay Turner a fee based upon the performance of the account. As of September 30, 2008, Mr. Clark co-managed 0 other registered investment company accounts, 0 unregistered pooled vehicles and 4 other accounts with approximately $106 million in total assets, none of which pay Turner a fee based upon the performance of the account.
Conflicts. As is typical for many money managers, potential conflicts of interest may arise relating to Turner's management of accounts where not all accounts are able to participate in a desired IPO, or other limited opportunity; Turner's use of soft dollars and other brokerage practices; the voting of proxies; employee personal securities trading; the side by side management of accounts with performance based fees and accounts with fixed fees; and a variety of other circumstances. In all cases, however, Turner believes it has written policies and procedures in place reasonably designed to prevent violations of the federal securities laws and to prevent material conflicts of interest from arising.
Compensation. Turner's investment professionals receive a base salary commensurate with their level of experience. Turner's goal is to maintain competitive base salaries through review of industry standards, market conditions and salary surveys. Bonus compensation, which is a multiple of base salary, is based on the performance of each individual's sector and portfolio assignments relative to appropriate market benchmarks. In addition, each employee is eligible for equity awards. Turner believes this compensation provides incentive to attract and retain highly qualified people.
The objective performance criteria noted above accounts for 90% of the bonus calculation. The remaining 10% is based upon subjective, "good will" factors including teamwork, interpersonal relations, the individual's contribution to overall success of the firm, media and client relations, presentation skills and professional development. Portfolio managers/analysts are reviewed on an annual basis. The Chief Investment Officer, Robert E. Turner CFA, is responsible for setting base salaries, bonus targets and making all subjective judgments related to an investment professional's compensation.
Fund Ownership. The following table indicates for the Healthcare and Biotechnology, Mid Cap, and Small Cap Value Opportunities Funds, the dollar range of shares beneficially owned by each of the Fund's portfolio managers as of September 30, 2008.
------------------------------------------------------------------------------------------------------------- PORTFOLIO MANAGER FUND DOLLAR RANGE OF FUND SHARES OWNED ------------------------------------------------------------------------------------------------------------- Thomas DiBella Small Cap Value Opportunities Fund None Mid Cap Fund $100,001-$500,000 ------------------------------------------------------------------------------------------------------------- Steven Gold Mid Cap Fund $50,001-$100,000 Small Cap Value Opportunities Fund None ------------------------------------------------------------------------------------------------------------- Frank Sustersic Healthcare and Biotechnology Fund $100,001-$500,000 ------------------------------------------------------------------------------------------------------------- Heather McMeekin Healthcare and Biotechnology Fund $50,001-$100,000 ------------------------------------------------------------------------------------------------------------- Vijay Shankaran Healthcare and Biotechnology Fund None ------------------------------------------------------------------------------------------------------------- Joseph Krocheski Mid Cap Fund None ------------------------------------------------------------------------------------------------------------- David J. Brenia Small Cap Value Opportunities Fund None ------------------------------------------------------------------------------------------------------------- Robert S. Clark Small Cap Value Opportunities Fund None ------------------------------------------------------------------------------------------------------------- |
SANDS CAPITAL MANAGEMENT
Sands Capital Management, LLC ("Sands Capital Management"), located at 1101 Wilson Boulevard, Suite 2300, Arlington, VA 22209, serves as investment sub-advisor to the Sands Capital Select Growth Fund. Sands Capital Management is controlled by Frank M. Sands, Sr., Frank M. Sands, Jr., Marjorie R. Sands and Jessica Sands. As a sub-advisor, Sands Capital Management makes investment decisions for the Fund. As of December 31, 2008, Sands Capital Management had approximately $8.4 billion in assets under management.
Other Accounts. Sands Capital employs a growth strategy for all investors - the Sands Capital Large Cap Growth Equity strategy is their primary strategy - as of September 30, 2008 this strategy was utilized for approximately 99.0% of its client portfolios, including funds as well as institutional and individual accounts.
The Sands Capital Select Growth Fund is managed by Frank M. Sands, Jr., CFA, and David E. Levanson, CFA. As of September 30, 2008, the investment team sub-advised 8 registered mutual funds with approximately $2.2 billion in total assets and 866 separate accounts totaling $11.2 billion in assets. This separate account number counts each separately managed account program (or "wrap" program) as one account. As of September 30, 2008, Sands Capital participated in 3 separately managed account programs in which there were approximately 2428 underlying accounts. The investment team also managed 9 unregistered pooled vehicles with total assets of approximately $514 million. With respect to such accounts, 10 accounts, with assets of approximately $1.6 billion, pays Sands Capital Management a fee based upon the performance of the account in addition to a base fee.
Conflicts. As an investment adviser to a variety of clients, Sands Capital recognizes there are actual or potential conflicts of interest inherent in our business. For example, conflicts of interest could result from a portfolio managers' management of multiple accounts for multiple clients, the execution and allocation of investment opportunities, the use of brokerage commission to obtain research, multiple fee arrangements, and personal trading by firm employees. Sands Capital has addressed these conflicts by developing policies and procedures it believes are reasonably designed to treat all clients in a fair and equitable manner over time. Sands Capital's policies and procedures address such issues as execution of portfolio transactions, aggregation and allocation of trades, directed brokerage and soft dollars. Additionally, Sands Capital maintains a Code of Ethics that addresses rules on personal trading and insider information.
Compensation. Compensation goals are meant to align the firm and the employee's interest with those of the clients and to strive to attract and keep employees that help the firm deliver on the firm's basic mission. All employees benefit from a salary competitive in the industry, an annual qualitative bonus based on subjective review of the employees overall contribution, and a standard profit sharing plan and 401(k) plan. Additional incentives for investment professionals and other key employees come through their participation in equity participation. The investment professionals also participate in an investment results bonus. The investment results bonus is calculated from the performance variance of the Sands Capital Tax-Exempt Institutional Equity Composite and the Russell 1000 Growth Index over 1, 3 and 5 year periods, weighted towards the 3 and 5 year results.
Fund Ownership. As of September 30, 2008, Frank Sands, Jr. and David Levanson did not own any shares of the Sands Capital Select Growth Fund.
Sands Capital's performance adjustment with respect to the Sands Capital Select Growth Fund's performance is calculated and paid monthly by comparing the Fund's performance to the performance of the Fund's benchmark, the Russell 1000 Growth Index, over a "performance period." The performance period consists of a rolling 12-month period that includes the current month for which performance is available plus the previous 11 months. The Fund's annual performance adjustment rate is multiplied by the average net assets of the Fund over the performance period, which is then multiplied by a fraction, the numerator of which is the number of days in the current month and the denominator of which is 365 (366 in leap years). The resulting amount is then added to (in the case of overperformance) or subtracted from (in the case of underperformance) the Sands Capital's base fee, provided such overperformance or underperformance exceeds a designated "hurdle rate."
MILLER/HOWARD INVESTMENTS
Miller/Howard Investments Inc. ("Miller/Howard"), an SEC-registered investment adviser located at 324 Upper Byrdcliffe Road, Woodstock, NY, 12498, serves as sub-advisor to the Touchstone Premium Yield Equity Fund. Miller/Howard was founded in 1984 and is owned by Lowell G. Miller, Helen Hamada, John E. Leslie III, Lee S. Chun & Bryan J. Spratt. As of December 31, 2008, Miller/Howard had approximately $884 million in assets under management.
Lowell G. Miller, Bryan J. Spratt, John E. Leslie III and Roger G. Young are responsible for the daily management of the Premium Yield Equity Fund.
Other Accounts. As of September 30, 2008, the portfolio management team that manages the Premium Yield Equity Fund managed 1 registered investment company with approximately $20.6 million in total assets, 2 unregistered pooled vehicles (collective trusts) with total assets of approximately $52.9 million and 1,868 other accounts with approximately $1.1 billion in total assets. None of the accounts listed have a performance based fee.
Conflicts. As an investment advisor to multiple types of clients, Miller/Howard recognizes that actual or potential conflicts of interest may arise. For example, conflicts of interest could result from a portfolio managers' management of multiple accounts for multiple clients, the allocation and execution of investment opportunities, multiple fee arrangements, and personal trading. Miller/Howard addresses potential conflicts by developing policies and procedures it believes are reasonably designed to treat all clients in a fair and equitable manner. Miller/Howard's policies and procedures cover such issues as execution of portfolio transactions, aggregation and allocation of trades, brokerage and soft dollars. Miller/Howard has adopted a Code of Ethics that addresses rules on personal trading and insider information which all employees are required to observe.
Compensation. Miller/Howard's investment professionals receive a base salary in line with industry and geographic standards, bonus based on performance, company contribution to a retirement plan, participation in the company health insurance plan and profit sharing based on ownership. Investment professionals are evaluated annually by the company's Board of Directors for their contribution to portfolio performance as well as participation in proprietary research projects that the firm conducts on an ongoing basis. Mr. Miller, Mr. Spratt and Mr. Leslie are currently equity owners in the firm, and each receives an annual share of firm profits available after all expenses are paid. Each member of the Investment Team shares in the progress of the firm and shares responsibility for that progress through stock selection, monitoring, and the development of the firm's information and research expertise. The firm makes no real distinction between "portfolio manager" and "analyst," and each member of the Investment Team is evaluated based on his or her performance with regard to management, analysis, and basic research.
Fund Ownership. As of September 30, 2008, Mr. Miller, Mr. Spratt, Mr. Leslie and Mr. Young did not own any shares of the Premium Yield Equity Fund.
NAVELLIER & ASSOCIATES
Navellier & Associates Inc. ("Navellier"), an SEC-registered investment adviser located at One East Liberty, Third Floor, Reno, NV 89501, serves as sub-advisor to the Touchstone International Growth Fund. Navellier was founded in 1987 and Louis G. Navellier is the primary and majority owner of Navellier. As of December 31, 2008, Navellier had approximately $2.7 billion in assets under management.
Louis G. Navellier, James O'Leary and Phillip Mitteldorf are responsible for the daily management of the International Growth Fund.
Other Accounts. As of September 30, 2008, Mr. Navellier managed 6 registered investment companies with approximately $1.3 billion in total assets, 0 unregistered pooled vehicles and 7,636 other accounts with approximately $2.2 billion in total assets. 131 of the accounts listed have a performance based fee totaling $47 million. As of September 30, 2008, Mr. O'Leary managed 0 registered investment companies, 0 unregistered pooled vehicles and 125 other accounts with approximately $79 million in total assets. Four of the accounts listed have a performance based fee totaling $1 million. As of September 30, 2008, Mr. Mitteldorf managed 0 registered investment companies, 0 unregistered pooled vehicles and 125 other accounts with approximately $79 million in total assets. None of the accounts listed for Mr. Mitteldorf have a performance based fee.
Compensation. Portfolio managers receive a fixed base salary and incentive compensation. Incentive compensation is based upon the asset growth of the portfolio(s) for which they are responsible. Incentive compensation is based upon reaching certain asset levels and is measured on a quarterly basis. Incentive compensation is paid as a percentage of the management fees received from those portfolios for which the portfolio manager is directly responsible. Portfolio managers are eligible to participate in Navellier's stock ownership program. Stock is granted to key employees dependent upon various measures such as asset growth and performance.
Conflicts. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager has a greater financial incentive, such as a pooled investment vehicle or other account with a performance based fee. Navellier manages separate managed accounts that conform to the same investment model as the Fund; however a portfolio manager is not compensated differently on other account types. Additionally, the portfolio manager issues orders to buy and sell securities to Navellier's Trading Department and does not give specific instructions as to whether a particular account should receive priority in the trading process.
Fund Ownership. The following table indicates for the International Growth Fund, the dollar range of shares beneficially owned by each of the Fund's portfolio managers as of September 30, 2008.
-------------------------------------------------------------------- PORTFOLIO MANAGER DOLLAR RANGE OF FUND SHARES OWNED -------------------------------------------------------------------- Louis G. Navellier $100,001-$500,000 -------------------------------------------------------------------- Phillip Mitteldorf $50,001-$100,000 -------------------------------------------------------------------- James O'Leary $100,001-$500,000 -------------------------------------------------------------------- |
LONGFELLOW INVESTMENT MANAGEMENT
Longfellow Investment Management Co. ("Longfellow"), an SEC-registered investment adviser located at 295 Devonshire St., 6th Fl., Boston, MA 02110, serves as sub-advisor to the Touchstone Short Duration Fixed Income Fund. Longfellow was founded in 1986 and is 100% employee owned. John Ciarleglio III, David W. Seeley and Barbara J. McKenna each owns one-third of the firm. As of December 31, 2008, Longfellow had approximately $1.6 billion in assets under management.
A short duration portfolio management team consisting of Barbara J. McKenna and David W. Seeley are responsible for the daily management of the Short Duration Fixed Income Fund. The Short Duration Fixed Income Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of February 1, 2009, Ms. McKenna managed 0 registered investment companies, 1 unregistered pooled vehicle with total assets of approximately $95 million and 39 other accounts with approximately $1.5 billion in total assets. None of the accounts listed have a performance based fee.
As of February 1, 2009, Mr. Seeley managed 0 registered investment companies, 1 unregistered pooled vehicle with total assets of approximately $95 million and 39 other accounts with approximately $1.5 billion in total assets. None of the accounts listed have a performance based fee.
Compensation. Longfellow's Senior Investment Officers own 100% of the firm and thus receive a portion of the firm's profits. Additionally, they receive a base salary. Longfellow's other professionals receive a base salary that considers their responsibilities and their experience. They also are awarded a significant annual bonus based upon their specific contributions to the success and profitability of the firm.
Conflicts. Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Short Duration Fixed Income Fund). This would include devotion of unequal time and attention to the management of the accounts and the inability to allocate limited investment opportunities across a broad array of accounts. Longfellow has adopted policies and procedures to address such conflicts.
Fund Ownership. As of February 1, 2009, Mr. McKenna and Mr. Seeley did not own any shares of the Short Duration Fixed Income Fund.
FARR, MILLER & WASHINGTON LLC
Farr, Miller & Washington LLC ("FMW"), an SEC-registered investment adviser located at 1020 19th Street, NW, Suite 200, Washington, DC, 20036, serves as sub-advisor to the Touchstone Capital Appreciation Fund. FMW was founded in 1996 and is 100% employee owned. Co-founder, President, CEO, and CIO Michael Farr is the majority owner of the firm. As of June 30, 2009, FMW had approximately $494.9 million in assets under management.
Michael Farr and Taylor McGowan are responsible for the daily management of the Capital Appreciation Fund. The Capital Appreciation Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, Michael Farr and Taylor McGowan managed 0 registered investment companies, 0 unregistered pooled vehicles, and 665 other accounts with total assets of approximately $494.9 million. With respect to such accounts, none of the accounts pay FMW a fee based upon the performance of the account.
Compensation. The members of the management team are all principals of the firm. They are compensated by salary, bonus, and partnership interest. The salary is fixed and the bonus and partnership interest are based on the firm's overall profitability.
Conflicts. FMW believes that there are not any material conflicts of interest in connection with the management of the Fund's investments and other accounts managed under Farr, Miller & Washington, LLC.
Fund Ownership. There is no fund ownership information available for the Capital Appreciation Fund since the Fund had not commenced operations prior to October 1, 2009.
BRADFORD & MARZEC LLC
Bradford & Marzec LLC ("Bradford & Marzec"), an SEC-registered investment adviser located at 333 S. Hope Street, Suite 4050, Los Angeles, California, 90071, serves as sub-advisor to the Touchstone Core Plus Fixed Income Fund. Bradford & Marzec was founded in 1984 and is a 100% owned by Bradford & Marzec Inc. As of June 30, 2009, Bradford & Marzec had approximately $3.6 billion in assets under management.
A team consisting of Edward Bradford, Zelda Marzec, Douglas Lopez, Jeff Brothers, Graham Allen and Terence Reidt are responsible for the daily management of the Core Plus Fixed Income Fund. The Core Plus Fixed Income Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, Edward Bradford, Zelda Marzec, Douglas Lopez, Jeff Brothers, Graham Allen and Terence Reidt managed 0 registered investment companies, 2 unregistered pooled vehicles with total assets of approximately $33 million, and 134 other accounts with total assets of approximately $3.6 billion. With respect to the other accounts, 2 with total assets of approximately $212 million pay Bradford & Marzec a fee based upon the performance of the account.
Compensation. All employees of the firm are compensated using an incentive-based system. Overall compensation is determined as the combination of salary, a discretionary performance bonus, and incentive plans. This system makes every effort to reward superior performance and retain key professionals.
Bradford & Marzec LLC periodically participates in an industry salary survey to collect information on the specific positions used by the firm to compare Bradford & Marzec's compensation practices versus the competition. In addition, the existing salaries of candidates who are asked to complete an employment application are gathered during Bradford & Marzec's recruiting process. These salaries (which include both base compensation and most-recent bonuses) provide management with a comparison of Bradford & Marzec's competitors' compensation. The final determination is whether we are able to retain key employees, which we have been able to do.
Conflicts. Bradford & Marzec LLC currently manages two portfolios that pay advisory fees, in whole or in part, based upon portfolio returns (performance based fee). The two Managing Partners hold individual accounts that are managed by the firm which are considered to be principal accounts. Policies and procedures are in place with respect to trade allocation to provide direction/impartiality to the allocation process and individual portfolio allocations are regularly reviewed and compared to allocations of other portfolios managed within a particular strategy to verify all clients are treated equitably.
Fund Ownership. There is no fund ownership information available for the Core Plus Fixed Income Fund since the Fund had not commenced operations prior to October 1, 2009.
AGF INVESTMENTS AMERICA INC.
AGF Investments America Inc. ("AGF"), a SEC-registered investment adviser located at 53 State Street, Boston, Massachusetts, 02109, serves as sub-advisor to the Touchstone Emerging Markets Equity Fund. AGF Management Limited, the ultimate parent company for AGF, was founded in 1957 and its non-voting shares are listed on the Toronto Stock Exchange. As of June 30, 2009, AGF Management Limited had approximately $33.1 billion in assets under management. AGF was formed in 2007 to provide investment management services in the United States of America.
Patricia Perez-Coutts and Stephen Way are responsible for the daily management of the Emerging Markets Equity Fund.
Other Accounts. As of June 30, 2009, Patricia Perez-Coutts managed 0 registered investment companies, 2 unregistered pooled vehicles with total assets of approximately $670 million and 3 other accounts with total assets of approximately $435 million. With respect to such accounts, none of the accounts pay AGF a fee based upon the performance of the account.
As of June 30, 2009, Stephen Way managed 0 registered investment companies, 7 unregistered pooled vehicles with total assets of approximately $559 million and 0 other accounts. With respect to such accounts, none of the accounts pay AGF a fee based upon the performance of the account.
Compensation. The compensation program for portfolio managers is designed to attract, motivate, reward, and retain talented individuals. This program is strongly influenced by the philosophy that the compensation of managers should be primarily linked to the performance of the mandates they manage. Salaries are based on individual responsibilities, performance and relevant competitive market data.
The salaries for portfolio managers have been established within competitive ranges, taking into account the type and size of the funds they manage. Salaries are reviewed on an annual basis. Incentive bonuses are determined relative to salary for the achievement of mandate performance relative to a peer group and managers are eligible to receive a multiple of base salary annually in the form of bonus. Long-term incentive compensation is offered through three stock acquisition plans: the stock options plan, share appreciation rights and the employee share ownership plan. These plans allow interested employees, subject to eligibility, to become shareholders which directly align their interests with those of non-employee shareholders.
Conflicts. Actual or potential conflicts of interest may arise when the portfolio manager has management responsibilities for more than one client account including and not limited to the execution and allocation of investment opportunities, use of soft dollars and other brokerage practices, personal securities trading. AGF has adopted policies and procedures to address such conflicts.
Fund Ownership. There is no fund ownership information available for the Emerging Markets Equity Fund since the Fund had not commenced operations prior to October 1, 2009.
BEDLAM ASSET MANAGEMENT PLC
Bedlam Asset Management PLC ("Bedlam"), an SEC-registered investment adviser and authorized and regulated by the UK Financial Services Authority, located at 20 Abchurch Lane, London EC4N 7BB, United Kingdom, serves as sub-advisor to the Touchstone Global Equity Fund. Bedlam was founded in 2001 and is 54% employee owned with outside investors owning the remainder. Jonathan Compton is the largest shareholder with a 25% stake. As of June 30, 2009, Bedlam had approximately $ 460 million in assets under management.
A team consisting of Jonathan Compton and Ian McCallum are responsible for the daily management of the Global Equity Fund. The Global Equity Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, the portfolio managers manage one registered investment company, Bedlam Funds plc, a Dublin registered company which is authorized and regulated by the Irish Financial Services Regulatory authority totaling approximately $205 million of which $159 million is in the global strategy; 1 unregistered US commingled vehicle with total assets of approximately $17.8 million; and 6 separate accounts with total assets of approximately $240million.
With respect to Bedlam Funds plc., Bedlam is entitled to performance fees on some of these assets based on achieving absolute rates of return subject to meeting a mixture of hurdle rates and a high water mark principle. Of the separate accounts, 2 accounts totaling $20 million have a performance fee based on a high water mark principle.
Compensation. Compensation in the form of salary, bonus and equity is based on overall contribution to the team and company. Salaries are competitive against industry standards and the bonus pool is calculated as 40% of the pre-tax, pre-bonus profit for the company. This bonus pool is allocated across all the staff and paid out in cash within two months of the company's year-end. Since Bedlam's investment process is very team based, they are looking for contributions not only to a specific company remit but also on a wider global scale. Once again, they strongly value individual contributions to the overall success of the firm. A final part of the evaluation is positive energy in the office, which although subjective, is important. All compensation is decided by the compensation committee and approved by the main Board of Directors.
All employees share in the ownership of Bedlam and equity is issued to staff by share options. In addition some staff has acquired shares in the company for cash.
Reward for performance success is built into the compensation structure in both annual bonus and the equity methodology whereby all employees are owners of Bedlam.
The continuity of investment professionals is based on combining a stimulating, enjoyable place to work with the opportunity to be rewarded for success. A team based approach means that everyone contributes to investment decisions and to the business. Financially, there is a competitive salary and incentive bonus based on individual contribution and overall firm success. Importantly, all employees have an equity stake in the firm.
Conflicts. There are no known conflicts.
Fund Ownership. There is no fund ownership information available for the Global Equity Fund since the Fund had not commenced operations prior to October 1, 2009.
CORNERSTONE REAL ESTATE ADVISERS LLC
Cornerstone Real Estate Advisers LLC ("Cornerstone"), an SEC-registered investment adviser located at 1 Financial Plaza, Suite 1700, Hartford, CT, 06103, serves as sub-advisor to the Touchstone Global Real Estate Fund. Cornerstone was founded in 1994 and is a wholly owned subsidiary of Massachusetts Mutual Life Insurance Company. As of June 30, 2009, Cornerstone had approximately $8.16 billion in assets under management.
A team consisting of Dave Wharmby and Scott Westphal are responsible for the daily management of the Global Real Estate Fund.
Other Accounts. As of June 30, 2009, Dave Wharmby managed 0 registered investment companies, 1 unregistered pooled vehicle with total assets of approximately $50 million which pays Cornerstone a fee based upon performance, and 0 other accounts.
As of June 30, 2009, Scott Westphal managed 9 unregistered pooled vehicles with total assets of approximately $81 million, 1 registered investment company with approximately $342 million in total assets, and 0 other accounts. With respect to such accounts, 5 of the unregistered pooled vehicles pay Cornerstone a fee based upon the performance of the account with total assets of approximately $33 million
Compensation. Cornerstone utilizes a competitive compensation structure to reward all employees who contribute to the firm's overall success consisting of market base pay and merit bonus. The compensation program emphasizes "individual" and "team" results and encourages a culture of collaboration with individual performance expectations. The base pay and merit bonus benchmarks are reviewed periodically and measured against the compensation programs of competitors in the investment management industry to ensure that Cornerstone's compensation program is both current and competitive within the industry. The bonus pool represents a significant proportion of Cornerstone's net operating income, comprising of base and incentive fees. The bonus pool is allocated based on individual contributions to achieving portfolio performance and service goals. Portfolio Managers' bonuses are a percentage of base pay and are tied to specific portfolio performance and service goals. The Cornerstone compensation program reinforces that investment success is dependent on two fundamental concepts: 1) a strong team approach to investing and client service and 2) individual contributions to achieving portfolio goals.
Conflicts. As indicated above, the Portfolio managers also manage other funds and accounts including those for its ultimate owner, the Massachusetts Mutual Life Insurance Company. At different times, the Fund's Portfolio Manager may manage other funds or accounts with investment objectives and strategies similar to those of the fund, or may manage funds or accounts with different investment objectives and strategies. At times, those responsibilities could potentially conflict with the interests of the Fund. That may occur whether the investment objectives and strategies of the other funds and accounts are the same as, or different from, the Fund's investment objectives and strategies. For example, the Portfolio Manager may need to allocate investment opportunities between the Fund and another fund or account having similar objectives or strategies, or may need to execute transactions for another fund or account that could have a negative impact on the value of securities held by the Fund. Not all funds and accounts advised by the Sub-Adviser have the same management fee. If the management fee structure of another fund or account is more advantageous to the Sub-Adviser than the fee structure of the Fund or the adviser is managing an account for an affiliate, the Sub-Adviser could have an incentive to favor the other fund or account. However, the Sub-Advisors' compliance procedures and Code of Ethics recognize the Sub-Advisor's obligation to treat all of its clients, including the Fund, fairly and equitably, and are designed to preclude the Portfolio Manger from favoring one client over another. It is possible, of course, that those compliance procedures and Code of Ethics may not always be adequate to do so.
Fund Ownership. There is no fund ownership information available for the Global Real Estate Fund since the Fund had not commenced operations prior to October 1, 2009.
AUGUSTUS ASSET MANAGERS LIMITED
Augustus Asset Managers Limited ("Augustus"), an SEC-registered investment adviser located at One Rockefeller Plaza, 21st Floor, New York, New York, 10020, serves as sub-advisor to the Touchstone International Fixed Income Fund. Augustus was incorporated on June, 12 1980. On January 11, 2007, Augustus went through a management buy-out. Prior to the management buy-out, 90% of the firm was owned by management and employees of Augustus Asset Managers Limited and 10% was owned by Julius Baer Holding Limited. As of June 1, 2009, GAM Holdings acquired Augustus. Augustus is now a wholly owned subsidiary of GAM Holdings. As of June 30, 2009, Augustus had approximately $8.8 billion in assets under management.
A team consisting of Daniel Sheard and Tim Haywood are responsible for the daily management of the International Fixed Income Fund. The International Fixed Income Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, Daniel Sheard and Tim Haywood co-managed 5 registered investment companies with approximately $4,927 million in total assets, 0 unregistered pooled vehicles, and 14 other accounts with total assets of approximately $1,992 million. With respect to such accounts, all of the registered investment companies pay Augustus a fee based upon the performance of the account.
Compensation. The criteria used to assess performance for investment professionals, is based on a formal annual review. This is a rigorous process comprising appraisal, assessment and setting objectives for the year ahead. The standard compensation package consists of competitive base salaries and comprehensive employee benefits. All staff are paid a discretionary bonus structured to closely align them with the company's profitability. Additionally, fund managers can be required to invest part of their performance based bonus in shares of the fund they manage, and such shares will revert to the company should the individual leave within 2 years of receiving them. Permanent staff can own shares in the holding company of Augustus, and if the employee leaves, the shares are repurchased by the company on terms which reflect the circumstances of departure.
Augustus believes the compensation structure is competitive with those of other firms within the industry.
Conflicts. There are very few areas of potential conflict, given the unit only invests in certain investment areas, and managers do not invest in the instruments that we use for clients. The main area of potential conflict is between customers, where we are bound by rules, both by the regulator as well as by clients, on best execution and 'pro rata' allocations for partially filled orders.
Fund Ownership. There is no fund ownership information available for the International Fixed Income Fund since the Fund had not commenced operations prior to October 1, 2009.
EARNEST PARTNERS LLC
EARNEST Partners LLC ("EARNEST Partners"), an SEC-registered investment adviser located at 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309, serves as sub-advisor to the Touchstone Large Cap Relative Value Fund. EARNEST Partners was founded in 1998 and is independently owned and operated. As of June 30, 2009, EARNEST Partners had approximately $14.3 billion in assets under management.
Paul Viera is responsible for the daily management of the Large Cap Relative Value Fund.
Other Accounts. As of June 30, 2009, Paul Viera managed 9 registered investment companies with approximately $962.7 million in total assets, 10 unregistered pooled vehicles with total assets of approximately $38.9 million, and 239 other accounts with total assets of approximately $8,982.7 million. With respect to the other accounts, 9 with total assets of approximately $520.8 million pay EARNEST Partners a fee based upon the performance of the account.
Compensation. EARNEST Partners personnel are paid a salary and a discretionary bonus. A portion of the bonus may consist of profit sharing and/or deferred compensation. EARNEST Partners also matches a portion of employees' 401(k) contributions, if any. The bonus is a function of client satisfaction with respect to investment results and service. Equity ownership is another component of compensation for the portfolio manager. EARNEST Partners is employee-owned.
Conflicts. EARNEST Partners may be responsible for managing the Large Cap Relative Value Fund in addition to other client accounts which may include, but are not limited to, proprietary accounts, separate accounts and other pooled investment vehicles. EARNEST Partners may manage other client accounts which may have higher fee arrangements than the Large Cap Relative Value Fund and/or may also have performance-based fees. Side-by-side management of these other client accounts may create potential conflicts of interest which may relate to, among other things, the allocation of investment opportunities and the aggregation and allocation of transactions.
EARNEST Partners seeks best execution with respect to all securities transactions and to aggregate and allocate the securities to client accounts in a fair and equitable manner. EARNEST Partners has implemented policies and procedures that it believes are reasonably designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. Specifically, EARNEST Partners manages client accounts to model portfolios that are approved by its investment committee, and aggregates and then allocates securities transactions to client accounts in a manner that EARNEST Partners believes to be fair and equitable.
Fund Ownership. There is no fund ownership information available for the Large Cap Relative Value Fund since the Fund had not commenced operations prior to October 1, 2009.
ARONSON+JOHNSON+ORTIZ
Aronson+Johnson+Ortiz ("AJO"), an SEC-registered investment adviser located at 230 South Broad Street, 20th Floor, Philadelphia, Pennsylvania, 19102, serves as sub-advisor to the Touchstone Long/Short Equity Fund. AJO was founded in 1984 and is a limited partnership wholly owned by 12 principals. Theodore R. Aronson is majority equity owner and managing principal of AJO. As of June 30, 2009, AJO had approximately $17.37 billion in assets under management.
A team consisting of Theodore Aronson, Stefani Cranston, Stuart P. Kaye, Gina Marie N. Moore, Martha Ortiz and R. Brian Wenzinger are responsible for the daily management of the Long/Short Equity Fund. The Long/Short Equity Fund is managed as a team with input from AJO's research analysts and traders.
Other Accounts. As of June 30, 2009, the team managed 18 registered investment companies with total assets of approximately $4,327 million, 21 unregistered pooled vehicles with total assets of approximately $2,642 million, and 105 other accounts with total assets of approximately $10,401 million. Of these accounts, 2 registered investment companies with total assets of approximately $72 million, 5 unregistered pooled vehicles with total assets of approximately $198 million, and 48 other accounts with total assets of approximately $3,843 million pay AJO a fee based upon the performance of the account.
Compensation. Each of AJO's portfolio managers is a principal of the firm. All principals are compensated through a fixed salary, equity-based cash distributions, and merit-based cash bonuses that are awarded entirely for contributions to the firm. Each calendar year-end, the managing principal of AJO, in consultation with the other senior principals, determines the bonus amount for each portfolio manager. Bonuses can be a significant portion of a portfolio manager's overall compensation. Bonus amounts are generally based on the following factors: net revenues and cash position of AJO, ownership percentage of the portfolio manager, and overall contributions of the portfolio manager to the operations of AJO. Portfolio managers may also be awarded non-cash compensation in the form of increased ownership in the firm.
Although many of the firm's fee arrangements are performance-based, no individual's compensation is directly tied to account performance or to the value of the assets held in particular funds, or even to firm-wide assets. Portfolio managers may also be awarded non-cash compensation in the form of increased ownership in the firm. Presently, AJO has no deferred compensation arrangements.
Conflicts. Conflicts of interest may arise in connection with the portfolio managers' management of the Fund on the one hand and other accounts for which the portfolio managers are responsible on the other. For example, portfolio managers may have conflicts of interest in allocating management time, resources, and investment opportunities among the Fund and other accounts advised by the portfolio managers. Differences between accounts may lead to additional conflicts -- accounts may differ in terms of fee structure (fixed versus performance-based), size (and, hence, absolute fee), restrictions, or investment strategy.
AJO has policies and procedures in place to mitigate potential conflicts of interest. For example, AJO's fixed-fee schedules are standardized and all discretionary fixed-fee accounts of similar size and similar mandate are subject to AJO's most-favored-nation fee policy. Investment opportunities and aggregated trades are both subject to policies requiring fair treatment across accounts, without regard to account size or fee type. All material conflicts are disclosed in AJO's Form ADV.
Fund Ownership. There is no fund ownership information available for the Long/Short Equity Fund since the Fund had not commenced operations prior to October 1, 2009.
LEE MUNDER CAPITAL GROUP, LLC
Lee Munder Capital Group, LLC ("LMCG"), an SEC-registered investment adviser located at 200 Clarendon Street, 28th Floor, Boston, MA, 02116, serves as sub-advisor to the Touchstone Mid Cap Value Fund. LMCG was founded in 2000 and is 80% employee owned. As of June 30, 2009, LMCG had approximately $3.3 million in assets under management.
A team consisting of Peter Zuger and Don Cleven are responsible for the daily management of the Mid Cap Value Fund. The Mid Cap Value Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, Peter Zuger managed 1 registered investment company with approximately $72 million in total assets, 1 unregistered pooled vehicle with total assets of approximately $1.5 million, and 7 other accounts with total assets of approximately $8.2 million. With respect to such accounts, none of the accounts pay LMIL a fee based upon the performance of the account.
As of June 30, 2009, Don Cleven supported the LMCG's Value Team in the management of 5 registered investment companies with approximately $506 million in total assets, 5 unregistered pooled vehicles with total assets of approximately $68 million, and 60 other accounts with total assets of approximately $880 million. With respect to the other accounts, 4 with total assets of $59 million pay LMCG a fee based upon the performance of the account.
Compensation. Touchstone pays LMCG a fee based on the assets under management of the Mid Cap Value Fund as set forth in an investment sub-advisory agreement between LMCG and Touchstone. LMCG pays its investment professionals out of its total revenues and other resources, including the sub-advisory fees earned with respect to the Mid Cap Value Fund. The following information relates to the period ended June 30, 2009.
Portfolio managers at LMCG are compensated through a combination of salary, bonus and partnership participation. Bonuses are formula driven based on assets managed, revenues, and performance relative to peer groups. Partnership units will be granted, at no cost, based on achieving certain asset or revenue hurdles.
LMCG's incentive compensation plans for investment teams are based on actual composite performance relative to a benchmark. The benchmark used to measure performance is a peer group universe blending retail and institutional data. Particular attention is paid to the team's performance ranking within the universe for a blended time period which includes one year, three years and since inception performance. Performance is calculated on a pre-tax basis annually.
Conflicts. The portfolio managers' management of Other Accounts may give rise to potential conflicts of interest in connection with their management of the Mid Cap Value Funds' investments, on the one hand, and the investments of the Other Accounts, on the other. The Other Accounts include all portfolios managed. The Other Accounts might have similar investment objectives as the Mid Cap Value Fund or hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Mid Cap Value Fund. While the portfolio managers' management of Other Accounts may give rise to the following potential conflicts of interest, LMCG does not believe that the conflicts, if any, are material or, to the extent any such conflicts are material, LMCG believes that it has designed policies and procedures that are designed to manage those conflicts in an appropriate way.
A potential conflict of interest may arise as a result of the portfolio managers' day-to-day management of the Mid Cap Value Fund. Because of their positions with the Mid Cap Value Fund, the portfolio managers know the size, timing, and possible market impact of Mid Cap Value Fund trades. It is theoretically possible that the portfolio managers could use this information to the advantage of Other Accounts they manage and to the possible detriment of the Mid Cap Value Fund. However, LMCG has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
A potential conflict of interest may arise as a result of the portfolio managers' management of the Mid Cap Value Fund and Other Accounts which, in theory, may allow them to allocate investment opportunities in a way that favors Other Accounts over the Mid Cap Value Fund. This conflict of interest may be exacerbated to the extent that LMCG or the portfolio managers receive, or expect to receive, greater compensation from their management of the Other Accounts than the Mid Cap Value Fund. Notwithstanding this theoretical conflict of interest, it is LMCG's policy to manage each account based on its investment objectives and related restrictions and, as discussed above, LMCG has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time and in a manner consistent with each account's investment objectives and related restrictions. For example, while the portfolio managers may buy for Other Accounts securities that differ in identity or quantity from securities bought for the Mid Cap Value Fund, such an approach might not be suitable for the Mid Cap Value Fund given their investment objectives and related restrictions.
Fund Ownership. There is no fund ownership information available for the Mid Cap Value Fund since the Fund had not commenced operations prior to October 1, 2009.
LONDON COMPANY OF VIRGINIA D/B/A THE LONDON COMPANY
London Company of Virginia d/b/a The London Company ("TLC"), an SEC-registered investment adviser located at 1801 Bayberry Court, Suite 301, Richmond, Virginia, 23226, serves as sub-advisor to the Touchstone Small Cap Core Fund. TLC was founded in 1994 and Stephen Goddard owns 100%. As of June 30, 2009, TLC had approximately $940 million in assets under management.
A team consisting of Stephen Goddard, Jonathan Moody and Wade Stinnette are responsible for the daily management of the Small Cap Core Fund. The Small Cap Core Fund is managed as a team with input from portfolio managers and analysts.
Other Accounts. As of June 30, 2009, the team managed 3 registered investment companies with approximately $60 million in total assets, 0 unregistered pooled vehicles, and 1,894 other accounts with total assets of approximately $880 million. With respect the other accounts, 1 with approximately $2 million in total assets, pays TLC a fee based upon the performance of the account.
Compensation. Portfolio Managers are compensated through salary and bonus. In addition to base salaries, Portfolio Managers are eligible to receive bonus compensation based on their individual contribution to the research effort as well as client retention and sales. They also have a potential for ownership after 5-years with the firm.
Conflicts. There are no foreseen conflicts of interest that may arise in connection with the Portfolio Managers' management of the Fund's investments and any other accounts that are managed by the Portfolio Manager.
Fund Ownership. There is no fund ownership information available for the Small Cap Core Fund since the Fund had not commenced operations prior to October 1, 2009.
FEES PAID TO THE SUB-ADVISORS
For the fiscal years ended September 30, 2008 and 2007, and the fiscal period from March 1, 2006 through September 30, 2006, the Advisor paid to the Sub-Advisors the following amounts for each Fund during the periods indicated below:
------------------------------------------------------------------------------------------------------------------------------- SUB-ADVISORY FEES PAID ------------------------------------------- FUND 2006 2007 2008 ------------------------------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund - Clover Capital* $31,853 $45,590 $41,881 ------------------------------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund - Chartwell Investment Partners** $142,729 $194,947 $202,462 ------------------------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund - Chartwell Investment Partners*** $61,276 $82,800 $66,112 ------------------------------------------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund - Sands Capital Management $1,233,309 $2,844,805 $2,643,130 ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Fund - Turner $37,935 $1,485,862 $2,365,137 ------------------------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund - Turner $182,266 $249,106 $338,576 ------------------------------------------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund ------------------------------------------------------------------------------------------------------------------------------- Turner $376,068 $598,481 $289,046 ------------------------------------------------------------------------------------------------------------------------------- James Investment Research, Inc.**** $0 $95,226 $175,147 ------------------------------------------------------------------------------------------------------------------------------- Diamond Hill Capital Management, Inc.**** $320,951 $473,319 $393,926 ------------------------------------------------------------------------------------------------------------------------------- |
* As of April 22, 2009, JKMilne became sub-advisor to the Intermediate Fixed Income Fund
** As of October 1, 2008, Fort Washington became sub-advisor to the Ultra Short Duration Fixed Income Fund.
*** As of February 27, 2009, Longfellow became sub-advisor to the Short Duration Fixed Income Fund.
**** As of June 16, 2008, James Investment Research, Inc. and Diamond Hill Capital Management, Inc. are no longer sub-advisors to the Small Cap Value Opportunities Fund.
The sub-advisory fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
Prior to March 1, 2006, CIMCO paid fees to the sub-advisors of the Funds for their services.
For the period from its inception (December 3, 2007) through September 30, 2008, the Advisor paid to the Sub-Advisor the following amount for the Premium Yield Equity Fund:
---------------------------------------------------------------------------- SUB-ADVISORY FEES PAID ------------------------ FUND 2008 ---------------------------------------------------------------------------- Premium Yield Equity Fund - Miller/Howard* $31,016 ---------------------------------------------------------------------------- |
* As of May 23, 2008 Chartwell Investment Partners was replaced with Miller/Howard as sub-advisor to the Premium Yield Equity Fund. Fees paid from December 3, 2007 through May 22, 2008 represent fees paid to Chartwell Investment Partners.
For the period from September 29, 2008 through September 30, 2008, the Advisor paid to the Sub-Advisor the following amount for the International Growth Fund:
---------------------------------------------------------------------------- SUB-ADVISORY FEES PAID ------------------------- FUND 2008 ---------------------------------------------------------------------------- International Growth Fund - Navellier* $142 ---------------------------------------------------------------------------- |
* The sub-advisory fees for the International Growth Fund for periods prior to September 28, 2008 are not shown because the predecessor Navellier International Portfolio did not have a sub-advisor.
THE ADMINISTRATOR
The Trust and the Advisor have entered into an administration agreement (the "Administration Agreement") that appoints the Advisor as the administrator (the "Administrator") for the Trust. The Administration Agreement provides that the Administrator shall perform or supervise the performance of other administrative services, such as regulatory or performance reporting and fund accounting and related accounting services, in connection with the operation of the Funds. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties or from reckless disregard by it of its duties and obligations thereunder. 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 the Trust, Touchstone Strategic Trust, Touchstone Tax-Free Trust and Touchstone Investment Trust, except the TINT Institutional Money Market Fund.
After the initial two year period, the continuance of the Administration Agreement must be specifically approved at least annually (i) by the vote of a majority of the Trustees or by the vote of a majority of the outstanding voting securities of the Trust, and, in either case, (ii) by the vote of a majority of the Trustees of the Trust who are not parties to the Administration Agreement or an "interested person" (as that term is defined in the 1940 Act) of any party thereto, cast in person at a meeting called for the purpose of voting on such approval.
Under the Administration Agreement, the Administrator may enter into agreements with service providers to provide administration services to the Trust. The Administrator has appointed JPMorgan Chase Bank, N.A. ("JPMorgan"), 303 Broadway, Cincinnati, Ohio 45202 as the Trust's sub-administrator. JPMorgan prepares and effects regulatory filings for the Trust, prepares and distributes materials for Board meetings, works with the Administrator to resolve any daily pricing issues, reviews daily reports by existing service providers and performs other duties as requested by the Administrator. JPMorgan also provides accounting and pricing services to the Funds. The sub-administration fees for JPMorgan are paid by the Administrator.
For the fiscal years ended September 30, 2006, 2007 and 2008, the Trust paid the following administrative fees (net of waivers):
---------------------------------------------------------------------------------------------- ADMINISTRATIVE FEES PAID --------------------------------------------------- FUND 2006 2007 2008 ---------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund $36,534 $36,531 $37,249 ---------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $329,279 $280,675 $323,951 ---------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund $134,834 $117,850 $105,846 ---------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund $92,454 $89,901 $135,364 ---------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund $267,141 $411,942 $321,165 ---------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund $632,145 $1,010,955 $1,152,887 ---------------------------------------------------------------------------------------------- Mid Cap Fund $12,812 $584,259 $946,442 ---------------------------------------------------------------------------------------------- |
The administration fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the Premium Yield Equity Fund paid the following administrative fees (net of waivers):
------------------------------------------------------------- ADMINISTRATIVE FEES PAID --------------------------------- FUND 2008 ------------------------------------------------------------- Premium Yield Equity Fund $36,045 ------------------------------------------------------------- |
For the period from September 29, 2008 through September 30, 2008, the International Growth Fund paid the following administrative fees (net of waivers):
--------------------------------------------------------- ADMINISTRATIVE FEES PAID --------------------------- FUND 2008 --------------------------------------------------------- International Growth Fund* $61 --------------------------------------------------------- |
* The administrative fees for the International Growth Fund for periods prior to September 28, 2008 are not shown because the predecessor Navellier International Portfolio had an agreement with Navellier to pay for certain administrative fees (the fees were not a fund expense).
For the fiscal years ended September 30, 2007 and 2008, and the fiscal period from March 1, 2006 through September 30, 2006, the Administrator paid the following sub-administrative fees:
----------------------------------------------------------------------------------------------- SUB-ADMINISTRATIVE FEES PAID --------------------------------------------------- FUND 2006 2007 2008 ----------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund $5,521 $13,728 $14,866 ----------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $44,531 $115,157 $129,451 ----------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund $19,108 $48,838 $42,239 ----------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund $14,217 $36,786 $54,138 ----------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund $53,224 $168,808 $127,973 ----------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund $114,253 $412,147 $459,976 ----------------------------------------------------------------------------------------------- Mid Cap Fund $3,288 $251,191 $377,699 ----------------------------------------------------------------------------------------------- |
The sub-administration fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the Administrator paid the following sub-administrative fees for the Premium Yield Equity Fund:
---------------------------------------------------------------- SUB-ADMINISTRATIVE FEES PAID ----------------------------- FUND 2008 ---------------------------------------------------------------- Premium Yield Equity Fund $14,566 ---------------------------------------------------------------- |
For the period from September 29, 2008 through September 30, 2008, the Administrator paid the following sub-administrative fees for the International Growth Fund:
---------------------------------------------------------------- SUB-ADMINISTRATIVE FEES PAID ----------------------------- FUND 2008 ---------------------------------------------------------------- International Growth Fund* $0 ---------------------------------------------------------------- |
* The sub-administrative fees for the International Growth Fund for periods prior to September 27, 2008 are not shown because the predecessor Navellier International Portfolio did not have a sub-administrator.
Effective November 20, 2006, JPMorgan began serving as the Trust's transfer agent (the "Transfer Agent"). JPMorgan maintains the records of each shareholder's account, answers shareholders' inquiries concerning their accounts, processes purchases and redemptions of the Funds' shares, acts as dividend and distribution disbursing agent and performs other shareholder service functions. For providing transfer agent and shareholder services to the Trust, JPMorgan 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.
Effective November 20, 2006, JPMorgan began providing compliance program development, implementation and administration services to the Trust pursuant to a Compliance Services Agreement. For providing compliance services to the Trust, the Funds pay an annual compliance administration fee. The Funds also pay other costs and expenses incurred in connection with the services provided under the Compliance Services Agreement.
For the fiscal period from November 20, 2006 through September 30, 2007, and the fiscal year ended September 30, 2008, the Trust paid the following compliance fees:
------------------------------------------------------------------------- COMPLIANCE FEES PAID ----------------------------- FUND 2007 2008 ------------------------------------------------------------------------- Intermediate Fixed Income Fund $864 $1,523 ------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $1,140 $2,224 ------------------------------------------------------------------------- Short Duration Fixed Income Fund $958 $1,703 ------------------------------------------------------------------------- Healthcare and Biotechnology Fund $921 $1,806 ------------------------------------------------------------------------- Small Cap Value Opportunities Fund $1,286 $2,219 ------------------------------------------------------------------------- Sands Capital Select Growth Fund $1,946 $4,035 ------------------------------------------------------------------------- Mid Cap Fund $1,554 $3,635 ------------------------------------------------------------------------- |
The compliance fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the Premium Yield Equity Fund paid the following compliance fees:
---------------------------------------------------- COMPLIANCE FEES PAID --------------------- FUND 2008 ---------------------------------------------------- Premium Yield Equity Fund $988 ---------------------------------------------------- |
For the fiscal years ended December 31, 2006 and 2007, and the fiscal period from January 1, 2008 through September 30, 2008, the International Growth Fund paid the following compliance fees:
-------------------------------------------------------------------------------- COMPLIANCE FEES PAID ------------------------------------------------- FUND 2006 2007 2008 -------------------------------------------------------------------------------- International Growth Fund* $80 $120 $90 -------------------------------------------------------------------------------- |
*The predecessor Navellier International Portfolio paid compliance fess pursuant to a compliance services agreement.
DISTRIBUTION AND SHAREHOLDER SERVICES
Touchstone Securities, Inc. (the "Distributor"), and the Trust are parties to a distribution agreement (the "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 a registered broker-dealer, and an affiliate of the Advisor by reason of common ownership. The Distributor is obligated to sell shares on a best efforts basis only against purchase orders for the shares. Shares of the Funds are offered to the public on a continuous basis. As compensation for providing the services under the Distribution Agreement, the Distributor receives distribution and service fees, contingent deferred sales charges and front-end sales charges. The Distributor may re-allow any or all of the distribution or service fees, contingent deferred sales charges or front-end sales charges to such brokers, dealers and other financial institutions and intermediaries as the Distributor may from time to time determine.
Ms. McGruder may be deemed to be an affiliate of the Distributor because she is a Director of the Distributor and an officer of affiliates of the Distributor. Ms. McGruder, by reason of such affiliations, may directly or indirectly receive benefits from the underwriting fees paid to the Distributor.
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 Funds may compensate dealers, including the Distributor and its affiliates, based on the average balance of all accounts in the Funds for which the dealer is designated as the party responsible for the account. See "Distribution Plans" below.
DISTRIBUTION 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. Certain Funds have 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%. Class A Shares of the following Funds are subject to the Class A Plan: Healthcare and Biotechnology Fund, Mid Cap Fund, Premium Yield Equity Fund, International Growth Fund, Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund.
CLASS C SHARES. Certain Funds have adopted a plan of distribution and shareholder service (the "Class C Plan") 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. Class C Shares of the following Funds are subject to the Class C Plan: Healthcare and Biotechnology Fund, Mid Cap Fund, Premium Yield Equity Fund, International Growth Fund, Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund.
CLASS Z SHARES. Certain Funds have adopted a shareholder service plan (the "Class Z Plan") under which the Distributor is paid up to, but not exceeding twenty-five basis points (0.25%) for shareholder service fees. Class Z Shares of the following Funds are subject to the Class Z Plan: Mid Cap Fund, Sands Capital Select Growth Fund, Short Duration Fixed Income Fund, Small Cap Value Opportunities Fund and Ultra Short Duration Fixed Income Fund.
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 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 inquires 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.
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.
For the fiscal year ended September 30, 2008, the Funds paid the following in Distribution and Shareholder Servicing fees:
-------------------------------------------------------------------------------- 2008 -------------------------------------------------------------------------------- FUND DISTRIBUTION SHAREHOLDER FEES PAID SERVICING FEES PAID -------------------------------------------------------------------------------- Intermediate Fixed Income Fund $0 $0 -------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $0 $349,866 -------------------------------------------------------------------------------- Short Duration Fixed Income Fund $0 $132,307 -------------------------------------------------------------------------------- Sands Capital Select Growth Fund Class Z $0 $903,298 -------------------------------------------------------------------------------- Mid Cap Fund Class A $372 $0 -------------------------------------------------------------------------------- Mid Cap Fund Class C $386 $0 -------------------------------------------------------------------------------- Mid Cap Fund Class Z $0 $16,530 -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund Class A $158,121 $0 -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund Class C $44,399 $0 -------------------------------------------------------------------------------- Small Cap Value Opportunities Fund Class Z $0 $376,858 -------------------------------------------------------------------------------- |
The distribution and shareholder servicing fees for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the Premium Yield Equity Fund paid the following distribution fees:
---------------------------------------------------------------- DISTRIBUTION FEES PAID ---------------------------------- FUND 2008 ---------------------------------------------------------------- Premium Yield Equity Fund Class A $44,313 ---------------------------------------------------------------- Premium Yield Equity Fund Class C $3,809 ---------------------------------------------------------------- |
For the fiscal year ended December 31, 2007, and the period from January 1, 2008 through September 30, 2008, the International Growth Fund paid the following distribution fees:
---------------------------------------------------------------- DISTRIBUTION FEES PAID ------------------------------ FUND 2007 2008 ---------------------------------------------------------------- International Growth Fund Class A* $5,772 $9,444 ---------------------------------------------------------------- International Growth Fund Class C $0 ---------------------------------------------------------------- |
*The predecessor Navellier International Portfolio paid distribution fees pursuant to a distribution agreement.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Intermediate Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Ultra Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Sands Capital Select Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Mid Cap Fund's shares were $4,018 of which the Distributor paid $735 to unaffiliated broker-dealers in the selling network, earned $2,709 as a broker-dealer in the selling network and retained $574 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Healthcare and Biotechnology Fund's shares were $291,335 of which the Distributor paid $227,696 to unaffiliated broker-dealers in the selling network, earned $21,793 as a broker-dealer in the selling network and retained $41,847 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Small Cap Value Opportunities Fund's shares were $2,089 of which the Distributor paid $1,055 to unaffiliated broker-dealers in the selling network, earned $750 as a broker-dealer in the selling network and retained $284 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Premium Yield Equity Fund's shares were $382 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $319 as a broker-dealer in the selling network and retained $63 in underwriting commissions.
For the fiscal year ended September 30, 2008, the aggregate commissions on sales of the Touchstone International Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $240,000 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Intermediate Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Ultra Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Sands Capital Select Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Mid Cap Fund's shares were $3,056 of which the Distributor paid $1,099 to unaffiliated broker-dealers in the selling network, earned $1,521 as a broker-dealer in the selling network and retained $436 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Healthcare and Biotechnology Fund's shares were $92,432 of which the Distributor paid $71,065 to unaffiliated broker-dealers in the selling network, earned $7,553 as a broker-dealer in the selling network and retained $13,814 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Small Cap Value Opportunities Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2007, the aggregate commissions on sales of the Touchstone International Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Intermediate Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Ultra Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Short Duration Fixed Income Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Sands Capital Select Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Mid Cap Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Healthcare and Biotechnology Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Small Cap Value Opportunities Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
For the fiscal year ended September 30, 2006, the aggregate commissions on sales of the Touchstone International Growth Fund's shares were $0 of which the Distributor paid $0 to unaffiliated broker-dealers in the selling network, earned $0 as a broker-dealer in the selling network and retained $0 in underwriting commissions.
The aggregate commissions on sales of shares of the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
The Distributor retains the contingent deferred sales charge on redemptions of shares of the Mid Cap Fund, Healthcare and Biotechnology Fund, Small Cap Value Opportunities Fund, Premium Yield Equity Fund, Touchstone International Growth Fund, Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund that are subject to a contingent deferred sales charge. For the fiscal years ended September 30, 2008, 2007 and 2006, the Distributor retained $0, $0 and $0, respectively, of contingent deferred sales charges on the redemption of the Mid Cap Fund. For the fiscal years ended September 30, 2008, 2007 and 2006, the Distributor retained $6,923, $0 and $0, respectively, of contingent deferred sales charges on the redemption of the Healthcare and Biotechnology Fund. For the fiscal years ended September 30, 2008, 2007 and 2006, the Distributor retained $20, $0 and $0, respectively, of contingent deferred sales charges on the redemption of the Small Cap Value Opportunities Fund. For the fiscal year ended September 30, 2008, the Distributor retained $23 of contingent deferred sales charges on the redemption of the Premium Yield Equity Fund. For the fiscal years ended September 30, 2008, 2007 and 2006, the Distributor retained $0, $0 and $0, respectively, of contingent deferred sales charges on the redemption of the Touchstone International Growth Fund. The amounts retained by the Distributor for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
TRUSTEES AND OFFICERS OF THE TRUST
The following is a list of the Trustees and principal 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 Strategic Trust, Touchstone Variable Series Trust, Touchstone Tax-Free 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 POSITION TERM OF PRINCIPAL OCCUPATION(S) NUMBER OF OTHER ADDRESS HELD OFFICE DURING PAST 5 YEARS FUNDS DIRECTORSHIPS YEAR OF BIRTH WITH AND OVERSEEN HELD(4) TRUST LENGTH IN THE OF TIME TOUCHSTONE FUND SERVED(2) COMPLEX(3) ------------------------------------------------------------------------------------------------------------------------------------ Jill T. McGruder Trustee and Until President and CEO of IFS Financial 48 Director of Touchstone President retirement Services, Inc. (a holding LaRosa's (a Advisors, Inc at age 75 company). restaurant chain), 303 Broadway or until Capital Analysts Cincinnati, OH she resigns Incorporated (an Year of Birth: 1955 or is investment advisor removed and broker-dealer), IFS Financial Trustee Services, Inc. (a since 2006 holding company), IFS Fund Distributors (a broker-dealer), 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 broker-dealer) and W&S Financial Group Distributors (a distribution company). ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES: ------------------------------------------------------------------------------------------------------------------------------------ NAME POSITION TERM OF PRINCIPAL OCCUPATION(S) NUMBER OF OTHER ADDRESS HELD OFFICE DURING PAST 5 YEARS FUNDS DIRECTORSHIPS YEAR OF BIRTH WITH AND OVERSEEN HELD(4) TRUST LENGTH IN THE OF TIME TOUCHSTONE FUND SERVED(2) COMPLEX(3) ------------------------------------------------------------------------------------------------------------------------------------ Phillip R. Cox Trustee Until President and Chief Executive 48 Director of 105 East Fourth Street retirement Officer of Cox Financial Corp. (a Cincinnati Bell (a Cincinnati, OH at age 75 financial services company). communications Year of Birth: 1947 or until he company), Bethesda resigns or Inc. (a hospital), is removed Timken Co. (a manufacturing Trustee company), Diebold since 2006 (a technology solutions company), and Ohio Business Alliance for Higher Education. ------------------------------------------------------------------------------------------------------------------------------------ H. Jerome Lerner Trustee Until Principal of HJL Enterprises (a 48 None c/o Touchstone retirement privately held investment company). Advisors, Inc. at age 75 303 Broadway or until he Cincinnati, OH resigns or Year of Birth: 1938 is removed Trustee since 2007 ------------------------------------------------------------------------------------------------------------------------------------ Donald C. Siekmann Trustee Until Executive for Duro Bag 48 None c/o Touchstone retirement Manufacturing Co. (a bag Advisors, Inc. at age 75 manufacturer) from 2002 -2008. 303 Broadway or until he President of Shor Foundation for Cincinnati, OH resigns or Epilepsy Research (a charitable Year of Birth: 1938 is removed foundation). Trustee since 2006 ------------------------------------------------------------------------------------------------------------------------------------ Robert E. Stautberg Trustee Until Retired Partner of KPMG LLP (a 48 Trustee of c/o Touchstone retirement certified public accounting firm). Tri-Health Advisors, Inc. at age 75 Vice President of St. Xavier High Physician 303 Broadway or until he School. Enterprise Cincinnati, OH resigns or Corporation. Year of Birth: 1934 is removed Trustee since 2006 ------------------------------------------------------------------------------------------------------------------------------------ John P. Zanotti Trustee Until CEO, Chairman and Director of 48 None c/o Touchstone retirement Avaton, Inc. (a wireless Advisors, Inc. at age 75 entertainment company) until 2006. 303 Broadway or until he President of Cincinnati Biomedical Cincinnati, OH resigns or (a life science and economic Year of Birth: 1948 is removed development company) from 2003 - 2007. Trustee Chairman of Integrated Media since 2007 Technologies (a media company). ------------------------------------------------------------------------------------------------------------------------------------ Susan J. Hickenlooper Trustee Until President and Trustee of Episcopal 48 Trustee of Gateway c/o Touchstone retirement Retirement Homes Foundation Trust (a Advisors, Inc. at age 75 charitable 303 Broadway or until he organization), Cincinnati, OH resigns or Trustee of Year of Birth: 1946 is removed Cincinnati Parks Foundation. Trustee since 2009 ------------------------------------------------------------------------------------------------------------------------------------ |
(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 19 series of the Trust, 6 series
of Touchstone Strategic Trust, 4 series of Touchstone Tax-Free Trust, 4
series of Touchstone Investment Trust, 11 variable annuity series of
Touchstone Variable Series Trust and 4 series of Touchstone Institutional
Funds Trust.
(4) Each Trustee is also a Trustee of Touchstone Tax-Free Trust, Touchstone
Investment Trust, Touchstone Strategic Trust, Touchstone Variable Series
Trust and Touchstone Institutional Funds Trust.
--------------------------------------------------------------------------------------------------------- PRINCIPAL OFFICERS: --------------------------------------------------------------------------------------------------------- NAME POSITION TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) DURING ADDRESS HELD WITH LENGTH OF TIME PAST 5 YEARS YEAR OF BIRTH TRUST(1) SERVED --------------------------------------------------------------------------------------------------------- Jill T. McGruder President and Until resignation, See biography above. Touchstone Trustee removal or Advisors, Inc. disqualification 303 Broadway Cincinnati, OH President since Year of Birth: 1955 2004; President from 2000-2002 --------------------------------------------------------------------------------------------------------- Brian E. Hirsch Vice President Until resignation, Senior Vice President and Chief Touchstone and Chief removal or Compliance Officer of IFS Advisors, Inc. Compliance disqualification Financial Services, Inc. 303 Broadway Officer Cincinnati, OH Vice President Year of Birth: 1956 since 2003 --------------------------------------------------------------------------------------------------------- Steven M. Graziano Vice President Until resignation, President of Touchstone Advisors, Touchstone Advisors, Inc. removal or Inc.; Executive Vice President of 303 Broadway disqualification Pioneer Investment Management, Cincinnati, OH Head of Retail Distribution and Year of Birth: 1954 Vice President Strategic Marketing 2007 - 2008; since 2009 Executive Vice President of Pioneer Investment Management, Chief Marketing Officer 2002 - 2007. --------------------------------------------------------------------------------------------------------- William A. Dent Vice President Until resignation, Senior Vice President of Touchstone removal or Touchstone Advisors, Inc. Advisors, Inc. disqualification 303 Broadway Cincinnati, OH Vice President Year of Birth: 1963 since 2004 --------------------------------------------------------------------------------------------------------- Gregory A. Harris Vice President Until resignation, Vice President-Fund Administration Touchstone removal or of Touchstone Investments. Advisors, Inc. disqualification Managing Director, Fund Project 303 Broadway Services, Inc. 1998 - 2007. Cincinnati, OH Vice President Year of Birth: 1968 since 2007 --------------------------------------------------------------------------------------------------------- Terrie A. Wiedenheft Controller Until resignation, Chief Financial Officer of IFS Touchstone and Treasurer removal or Financial Services, Inc. Advisors, Inc. disqualification 303 Broadway Cincinnati, OH Controller since Year of Birth: 1962 2000 Treasurer since 2003 --------------------------------------------------------------------------------------------------------- Jay S. Fitton Secretary Until resignation, Assistant Vice President and JPMorgan removal or Senior Counsel at JPMorgan Chase 303 Broadway disqualification Bank, N.A Cincinnati, OH Year of Birth: 1970 Secretary since 2006. Assistant Secretary from 2002 - 2006 --------------------------------------------------------------------------------------------------------- |
(1) Each officer also holds the same office with Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Strategic Trust and Touchstone Institutional Funds 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 September 30, 2008.
------------------------------------------------------------------------------------------ NAME AGGREGATE COMPENSATION TOTAL COMPENSATION FROM THE FROM THE TRUST FOR THE TOUCHSTONE FUND COMPLEX(2) FOR FISCAL YEAR ENDED THE FISCAL YEAR ENDED SEPTEMBER 30, 2008(1) SEPTEMBER 30, 2008 ------------------------------------------------------------------------------------------ Jill T. McGruder $0 $0 ------------------------------------------------------------------------------------------ Phillip R. Cox $12,792 $76,750 ------------------------------------------------------------------------------------------ Donald Siekmann $11,958 $71,750 ------------------------------------------------------------------------------------------ Robert E. Stautberg $12,375 $74,250 ------------------------------------------------------------------------------------------ H. Jerome Lerner $12,875 $77,250 ------------------------------------------------------------------------------------------ John P. Zanotti $9,125 $54,750 ------------------------------------------------------------------------------------------ |
* Compensation for Susan J. Hickenlooper is not included because she did not become a Trustee of the Funds until August, 2009.
1 The Independent Trustees are eligible to participate in the Touchstone Trustee Deferred Compensation Plan, which allows them 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 Fund Complex during the fiscal year ended September 30, 2008 is as follows: Robert E. Stautberg - $20,000.
2 The Touchstone Fund Complex consists of 19 series of the Trust, 4 series of Touchstone Tax-Free Trust, 4 series of Touchstone Investment Trust, 6 series of Touchstone Strategic Trust, 11 variable annuity series of Touchstone Variable Series Trust and 4 series of Touchstone Institutional Funds 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 Trusts comprising the Touchstone Fund Complex.
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, Lerner and Stautberg 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 September 30, 2008, 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. The Governance Committee held four meetings during the fiscal year ended September 30, 2008.
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.
TRUSTEE OWNERSHIP IN THE TOUCHSTONE FUND COMPLEX
The following table reflects the Trustees' beneficial ownership in the Funds* and the Touchstone Fund Complex as of December 31, 2008.
------------------------------------------------------------------------------ Dollar Range Aggregate Dollar Range of Securities of Securities in the in the Small Cap Touchstone Fund Value Opportunities Complex(1) Fund ------------------------------------------------------------------------------ Jill T. McGruder None Over $100,000 Phillip R. Cox None None H. Jerome Lerner None Over $100,000 Donald C. Siekmann None Over $100,000 Robert E. Stautberg None Over $100,000 John P. Zanotti $1 - $10,000 $10,001 - $50,000 ------------------------------------------------------------------------------ |
* The Trustees did not have any beneficial interest in the Premium Yield Equity
Fund, International Growth Fund, Short Duration Fixed Income Fund, Ultra Short
Duration Fixed Income Fund, Sands Capital Select Growth Fund, Diversified Small
Cap Value Fund, Healthcare and Biotechnology Fund, Mid Cap Fund and Intermediate
Fixed Income Fund. Ownership information for Susan J. Hickenlooper is not
included because she did not become a Trustee of the Funds until August, 2009.
(1) The Touchstone Fund Complex consists of 19 series of the Trust, 6 series of
Touchstone Strategic Trust, 4 series of Touchstone Tax-Free Trust, 4 series of
Touchstone Investment Trust, 11 variable annuity series of Touchstone Variable
Series Trust and 4 series of Touchstone Institutional Funds Trust.
PURCHASE AND REDEMPTION OF SHARES
Purchases and redemptions may be made through JPMorgan P.O. Box 5354 Cincinnati, OH 45201-5354, (the "Transfer Agent") on days when the New York Stock Exchange is open for business. Currently, the days on which each Fund is closed for business are: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Shares of each Fund are offered on a continuous basis.
The Trust intends to pay your redemption proceeds in cash. However, under unusual conditions that make the payment in cash unwise (and for the protection of the remaining shareholders of the Fund) the Trust reserves the right to pay all, or part, of your redemption proceeds in liquid securities with a market value equal to the redemption price (redemption in-kind). The Trust has elected to be governed by Rule 18f-1 of the 1940 Act under which the Trust is obligated to redeem shares for any one shareholder in cash only up to the lesser of $250,000 or 1% of a Fund's net asset value during any 90-day period. Although it is highly unlikely that your shares would ever actually be redeemed in kind, you would have to pay brokerage costs to sell the securities distributed to you.
Each Fund's net asset value ("NAV") per share is computed once daily, Monday through Friday, at 4:00 p.m. Eastern Time except when the Fund is not open for business, days during which the Fund receives no purchase or redemption orders, customer holidays and on days when the New York Stock Exchange is closed.
The Trust reserves the right to suspend the right of redemption and/or to postpone the date of payment upon redemption for any period on which trading on the New York Stock Exchange is restricted, or during the existence of an emergency (as determined by the SEC by rule or regulation) as a result of which disposal or valuation of a Fund's securities is not reasonably practicable, or for such other periods as the SEC has by order permitted. The Trust also reserves the right to suspend sales of shares of any Fund for any period during which the New York Stock Exchange, the Advisor, the sub-advisors, the Administrator, the Transfer Agent and/or the Fund's custodian are not open for business.
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 AND BALANCED FUNDS:
------------------------------------------------------------------------------------------------------------- Amount of Investment Percentage of Which Equals this Dealer Offering Price Percentage of Your Net Reallowance as Deducted for Investment Percentage of Sales Charge 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 ----------------------------------------------- ------------------ ------------------------ ----------------- |
SALES CHARGE FOR BOND FUNDS ------------------------------------------------------------------------------------------------------------- Amount of Investment Percentage of Which Equals this Dealer Offering Price Percentage of Your Net Reallowance as Deducted for Investment Percentage of Sales Charge Offering Price ------------------------------------------------------------------------------------------------------------- Less than $50,000 4.75% 4.99% 4.00% ------------------------------------------------------------------------------------------------------------- $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 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.
CLASS Z SHARES. Class Z 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 a shareholder servicing fee. Class Z shares are offered through certain broker-dealers or financial institutions that have distribution agreements with the Distributor.
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. 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 may also be purchased directly through the Distributor.
Class A shareholders who are eligible to invest in Class Y shares are eligible to exchange their Class A 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 sales charges or other charges will apply to any such exchange, which will be processed as a liquidation and a purchase. For federal income tax purposes, asset transfers between share classes of the same fund are not expected to 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 should consult with your tax advisor before entering into a share class exchange.
ADDITIONAL INFORMATION ON THE CDSC
The CDSC is waived under the following circumstances:
o 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.
o 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.
o 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.
o Redemptions that are mandatory withdrawals from a traditional IRA account after age 70 1/2. The Worker, Retiree, and Employer Recovery Act of 2008 abated this mandatory withdrawal requirement for the 2009 calendar year.
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.
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 JPMorgan (formerly Integrated Investment Services, Inc.) 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 CLASS A SALES CHARGE FOR FORMER CONSTELLATION SHAREHOLDERS. Shareholders who owned shares of the 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.
WAIVER OF CLASS A SALES CHARGE FOR FORMER NAVELLIER SHAREHOLDERS. Shareholders who owned shares of the Navellier International Growth Portfolio as of September 26, 2008 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.
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 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.
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 goals and is otherwise acceptable to the Advisor. Before purchasing shares by tendering payment in-kind, an investor should 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 bear the market risk until the securities are sold and the redeeming shareholder will generally incur brokerage costs in converting such securities to cash. 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. 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.
DETERMINATION OF NET ASSET VALUE
The securities of each Fund are valued under the direction of the Administrator and under the general supervision of the Trustees. The Administrator or its delegates may use independent pricing services to obtain valuations of securities. The pricing services rely primarily on prices of actual market transactions as well as on trade quotations obtained from third parties. Prices are generally determined using readily available market prices. If market prices are unavailable or believed to be unreliable, the Sub-Administrator will initiate a process by which the Trust's Fair Value Committee will make a good faith determination as to the "fair value" of the security using procedures approved by the Trustees. The pricing services may use a matrix system to determine valuations of fixed income securities when market prices are not readily available. This system considers such factors as security prices, yields, maturities, call features, ratings and developments relating to specific securities in arriving at valuations. The procedures used by any such pricing service and its valuation results are reviewed by the officers of the Trust under the general supervision of the Trustees.
Some Funds may hold portfolio securities that are listed on foreign exchanges. These securities may trade on weekends or other days when the Funds do not calculate net asset value. As a result, the value of these investments may change on days when you cannot purchase or sell Fund shares.
Securities with remaining maturities of 60 days or less will be valued by the amortized cost method, which involves valuing a security at its cost on the date of purchase and thereafter (absent unusual circumstances) assuming a constant amortization of maturity of any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by this method, is higher or lower than the price a Fund would receive if it sold the instrument.
TAXES
The following discussion summarizes certain U.S. federal income tax considerations affecting the Funds and their 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 a Fund. The summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), 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 Code, 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 each shareholder 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 THE FUND INCLUDING, BUT NOT LIMITED TO, THE APPLICABILITY OF
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AFFECTING THE PARTICULAR SHAREHOLDER OF
SUCH FUND'S SHARES 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 regulated investment company ("RIC") under the Code. 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, through borrowing the amounts required.
QUALIFICATION AS REGULATED INVESTMENT COMPANY. Qualification as a RIC under the Code requires, among other things, that: (a) each Fund derive at least 90% of its gross income for each taxable year from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (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 (the "Qualifying Income Requirement"), and net income from certain qualified publicly traded partnerships; (b) each Fund 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"; and (c) each Fund 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 dividend paid); and (ii) 90% of its tax-exempt interest, if any, net of expenses allocable thereto.
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, no such regulations have 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 Code's timing and other requirements at least 90% of its investment company taxable income and at least 90% of the excess of its gross tax-exempt interest income, if any, over certain disallowed deductions ("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.
If for any taxable year a Fund fails to qualify as a RIC, it 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 the 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, 2011) 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% 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 Excise Tax liability at a time when an investment adviser might not otherwise have chosen to do so, and liquidation of investments in such circumstances may affect the ability of a Fund to satisfy the requirements for qualification as a RIC. 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. 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. A Fund's capital loss carryforward is treated as a short-term capital loss in the year to which it is carried. 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. As of September 30, 2008, the Funds had the following capital loss carryforwards for federal income tax purposes.
---------------------------------------------------------------------------- FUND AMOUNT OF CAPITAL LOSS CARRYFORWARDS ---------------------------------------------------------------------------- Intermediate Fixed Income Fund $86,389 ---------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund $7,235,052 ---------------------------------------------------------------------------- Short Duration Fixed Income Fund $4,265,646 ---------------------------------------------------------------------------- Sands Capital Select Growth Fund $29,932,199 ---------------------------------------------------------------------------- International Growth Fund $190,851 ---------------------------------------------------------------------------- |
A Fund cannot carry back or carry forward any net operating losses.
ORIGINAL ISSUE DISCOUNT AND MARKET DISCOUNT. A Fund may make investments in STRIPS, TRs, TIGRs, LYONs, CATS and other Zero Coupon securities which are treated as having acquisition discount, or original issue discount ("OID") (generally a debt obligation with a purchase price less than its principal amount). Generally, a Fund will be required to include the acquisition discount, or OID, in income over the term of the debt security, even though it will not receive cash payments for such discount 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 acquisition discount, or 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 distribute dividends to shareholders representing the income accruing on the debt 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 dividends 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. 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.
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 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.
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. Accordingly, while each Fund intends to account for such transactions in a manner it deems appropriate, the IRS might not accept such treatment. If it did not, the status of the Fund as a RIC might be affected. The Funds intend to monitor developments in this area. Certain requirements that must be met under the Code 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.
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 straddles 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 Code'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.
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 Code.
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.
PASSIVE FOREIGN INVESTMENT COMPANIES. A Fund may invest in a non-U.S. corporation, which could be treated as a passive foreign investment company ("PFIC") or become a PFIC under the Code. 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 from the stock of the PFIC held by it or on any gain from the sale of such equity interest in the PFIC (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 Funds 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 Code'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 Code, 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 it 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 it even though not actually received by such shareholders; and (ii) treat such respective pro rata portions as foreign income taxes paid by them. Each shareholder will be notified within 60 days after the close of each Fund's taxable year whether the foreign taxes paid by it will "pass-through" for that year.
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 such Fund's 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 Code 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 RICs, such as the Funds, will be allocated to shareholders of such RICs 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, a Fund may not be a suitable investment for certain tax-exempt-shareholders. 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, 2011. A Fund's distribution will be treated as qualified dividend income and therefore eligible for the 15% rate to the extent that 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. Not later than 60 days after the close of each calendar year, each Fund will inform shareholders of 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 should consult their 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. 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.
A shareholder is also subject to the wash sale rules described above upon a sale or redemption of shares in a Fund if within 30 days before or after the sale or redemption such shareholder purchases other shares in the Fund (through reinvestment of dividends or otherwise). Any loss disallowed under the wash sale rules will be allocated to the shareholder's basis in the newly purchased 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 ("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. No Fund that qualifies as a RIC for federal income tax purposes is liable for any income or franchise tax in Delaware. 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.
Many states grant tax-free status to dividends paid to shareholders from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment requirements that must be met by a Fund. Investment in GNMA and Fannie Mae securities, banker's acceptances, commercial paper, and repurchase agreements collateralized by U.S. government securities do not generally qualify for such tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.
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 and capital gain dividends, provided that such 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 such Fund constitute U.S. real property interests (USRPIs), as described below.
For taxable years beginning before January 1, 2010, 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. In order to qualify as an interest-related dividend a Fund must designate a distribution as such in a written notice mailed to its shareholders not later than 60 days after the close of its taxable year.
Distributions of a Fund when at least 50% of its assets are USRPIs, as defined in the Code 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," which may include certain REITs, among other entities, and certain REIT capital gain dividends) 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.
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.
TAX-EXEMPT SHAREHOLDERS. A tax-exempt shareholder could realize unrelated
business taxable income ("UBTI") by virtue of its investment in a Fund due to
such Fund's investments and if shares in such Fund constitute debt financed
property in the hands of the tax-exempt shareholder within the meaning of Code
Section 514(b).
It is possible that a tax-exempt shareholder of a Fund will also recognize UBTI if the 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. ALL 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 should 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 U.S. FEDERAL STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AFFECTING THE PARTICULAR SHAREHOLDER AND TO POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
PORTFOLIO TRANSACTIONS
The Advisor and each Sub-Advisor are authorized to select brokers and dealers to effect securities transactions for the Funds. Each will seek to obtain the most favorable net results by taking into account various factors, including price, commission, size of the transactions and difficulty of executions, the firm's general execution and operational facilities and the firm's risk in positioning the securities involved. While the Advisor and each Sub-Advisor generally seek reasonably competitive spreads or commissions, a Fund will not necessarily be paying the lowest spread or commission available. The Advisor and each Sub-Advisor seek to select brokers or dealers that offer a Fund best price and execution or other services that benefit the Funds.
The Advisor and each Sub-Advisor may, consistent with the interests of the Funds, select brokers on the basis of the research services provided to the Advisor and the Sub-Advisor. Such services may include analyses of the business or prospects of a company, industry or economic sector, or statistical and pricing services. Information so received by the Advisor and each Sub-Advisor will be in addition to and not in lieu of the services required to be performed by the Advisor and the Sub-Advisor under the Advisory Agreement or applicable Sub-Advisory Agreement, respectively. If, in the judgment of the Advisor and each Sub-Advisor, a Fund or other accounts managed by the Advisor and the Sub-Advisor will be benefited by supplemental research services, the Advisor and the Sub-Advisor are authorized to pay brokerage commissions to a broker furnishing such services that are in excess of commissions that another broker may have charged for effecting the same transaction. These research services include advice, either directly or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; providing information on economic factors and trends; assisting in determining portfolio strategy; providing computer software used in security analyses; and providing portfolio performance evaluation and technical market analyses. The expenses of the Advisor and each Sub-Advisor will not necessarily be reduced as a result of the receipt of such supplemental information, such services may not be used exclusively, or at all, with respect to a Fund or account generating the brokerage, and there can be no guarantee that the Advisor or the Sub-Advisor will find all of such services of value in advising that Fund.
The Funds may execute brokerage or other agency transactions through brokers that may be deemed "affiliates" under the 1940 Act, the Securities Exchange Act of 1934 and rules promulgated by the SEC. Under these provisions, an affiliated broker is permitted to receive commissions that do not exceed "usual and customary" brokerage commissions. The rules define "usual and customary" commissions to include amounts that are "reasonable and fair compared to the commission, fee or other remuneration received or to be received by other brokers in connection with comparable transactions involving similar securities being purchased or sold on a securities exchange during a comparable period of time." The Trustees, including those who are not "interested persons" of the Trust, have adopted procedures for evaluating the reasonableness of commissions paid to the affiliated brokers and will review these procedures periodically.
It is not the Funds' practice to allocate brokerage or principal business on the basis of sales of its shares made through broker-dealers, and in no event may the Advisor or a Sub-Advisor directly or indirectly compensate a broker for promoting Fund shares with payments from Fund portfolio transactions. In addition, notwithstanding anything to the contrary in the Advisory Agreement or any Sub-Advisory Agreement, neither the Advisor nor any Sub-Advisor may consider the sale of Fund shares in selecting among executing broker-dealers. 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.
For the fiscal years ended September 30, 2007 and 2008 the Trust's portfolio turnover rates were as follows:
-------------------------------------------------------------------------------- PORTFOLIO TURNOVER RATE ---------------------------------------- FUND 2007 2008 -------------------------------------------------------------------------------- Intermediate Fixed Income Fund 71% 62% -------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund 26% 56% -------------------------------------------------------------------------------- Short Duration Fixed Income Fund 21% 25% -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund 156% 127% -------------------------------------------------------------------------------- Small Cap Value Opportunities Fund 127% 222% -------------------------------------------------------------------------------- Sands Capital Select Growth Fund 24% 39% -------------------------------------------------------------------------------- Mid Cap Fund 193% 157% -------------------------------------------------------------------------------- |
The portfolio turnover rates for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the portfolio turnover rate for the Premium Yield Equity Fund was as follows:
-------------------------------------------------------------------------------- PORTFOLIO TURNOVER RATE ----------------------- FUND 2008 -------------------------------------------------------------------------------- Premium Yield Equity Fund 181% -------------------------------------------------------------------------------- |
For the fiscal years ended December 31, 2007, and the period from January 1, 2008 through September 30, 2008, the International Growth Fund's portfolio turnover rates were as follows:
-------------------------------------------------------------------------------- PORTFOLIO TURNOVER RATE ------------------------------------ FUND 2007 2008 -------------------------------------------------------------------------------- International Growth Fund 91% 35% -------------------------------------------------------------------------------- |
The brokerage commissions paid by the Trust for the fiscal years ended September 30, 2006, 2007 and 2008 were as follows:
------------------------------------------------------------------------------------- TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID ------------------------------------------------- FUND 2006 2007 2008 ------------------------------------------------------------------------------------- Intermediate Fixed Income Fund N/A N/A N/A ------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund N/A N/A N/A ------------------------------------------------------------------------------------- Short Duration Fixed Income Fund N/A N/A N/A ------------------------------------------------------------------------------------ Small Cap Value Opportunities Fund $551,410 $806,018 $812,822 ------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund $154,645 $122,502 $131,592 ------------------------------------------------------------------------------------- Sands Capital Select Growth Fund $243,644 $187,632 $209,016 ------------------------------------------------------------------------------------- Mid Cap Fund $85,385 $1,151,097 $1,456,517 ------------------------------------------------------------------------------------- |
The brokerage commissions for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the brokerage commissions paid by the Premium Yield Equity Fund were as follows:
-------------------------------------------------------------------------------- TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID --------------------------------------------------- FUND 2008 -------------------------------------------------------------------------------- Premium Yield Equity Fund $101,639 -------------------------------------------------------------------------------- |
For the fiscal years ended December 31, 2006 and 2007, and the period from January 1, 2008 through September 30, 2008, the International Growth Fund paid the following brokerage commissions:
---------------------------------- --------------------------------------------- FUND TOTAL AMOUNT OF BROKERAGE COMMISSIONS PAID --------------------------------------------- 2006 2007 2008 -------------------------------------------------------------------------------- International Growth Fund $22,137 $2,174 $8,509 -------------------------------------------------------------------------------- |
TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID TO THE DISTRIBUTOR --------------------------------------------- FUND 2006 2007 2008 -------------------------------------------------------------------------------- Intermediate Fixed Income Fund N/A N/A N/A -------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund N/A N/A N/A -------------------------------------------------------------------------------- Short Duration Fixed Income Fund N/A N/A N/A -------------------------------------------------------------------------------- Sands Capital Select Growth Fund N/A N/A N/A -------------------------------------------------------------------------------- Small Cap Value Opportunities Fund N/A N/A $750 -------------------------------------------------------------------------------- Healthcare and Biotechnology Fund N/A $7,553 $21,793 -------------------------------------------------------------------------------- Mid Cap Fund N/A $1,521 $2,709 -------------------------------------------------------------------------------- |
The brokerage commissions paid to the Distributor for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 30, 2008.
For the period from its inception (December 3, 2007) through September 30, 2008, the brokerage commissions paid to the Distributor by the Premium Yield Equity Fund were as follows:
-------------------------------------------------------------------------------- TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID TO THE DISTRIBUTOR ---------------------------------------------------- FUND 2008 -------------------------------------------------------------------------------- Premium Yield Equity Fund $319 -------------------------------------------------------------------------------- |
For the fiscal years ended December 31, 2006 and 2007, and the period from January 1, 2008 through September 30, 2008, the International Growth Fund paid the following brokerage commissions to the Distributor:
-------------------------------------------------------------------------------- TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID TO THE DISTRIBUTOR -------------------------------------------- FUND 2006 2007 2008 -------------------------------------------------------------------------------- International Growth Fund $0 $0 $0 -------------------------------------------------------------------------------- |
The total amount of securities of regular Broker/Dealers held by each Fund for the fiscal year ended September 30, 2008 were as follows:
-------------------------------------------------------------------------------------------------------- TOTAL AMOUNT OF SECURITIES HELD BY FUND NAME OF BROKER/DEALER FUND TYPE OF SECURITY -------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Citigroup Global Markets, Inc. $1,453,106 Debt Income Fund -------------------------------------------------------------------------------------------------------- PNC Securities $989,984 Debt -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund Citigroup Global Markets, Inc. $484,369 Debt -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund Lehman Brothers $81,250 Debt -------------------------------------------------------------------------------------------------------- Merrill Lynch $501,164 Debt -------------------------------------------------------------------------------------------------------- |
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 on an on-going basis 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, 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 six-month period. The Funds provide their full holdings to their 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 six-month period.
o The Funds (except the Sands Capital Select Growth Fund) 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.
o The Funds (except the Sands Capital Select Growth Fund) 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.
o The Sands Capital Select Growth Fund provides its full holdings on its publicly available website and to market data agencies monthly, as of the end of a month, at least sixty days after month-end.
o The Sands Capital Select Growth Fund provides its top five holdings on its publicly available website and to market data agencies quarterly, as of the end of a calendar quarter, at least seven business days after quarter end.
o The Sands Capital Select Growth Fund provides its full holdings to its 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.
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.
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.
VOTING
Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. Shares issued by each Fund have no preemptive, conversion, or subscription rights. Voting rights are not cumulative. Each Fund, as a separate series of the Trust, votes separately on matters affecting only that Fund. Shareholders of each Class of each Fund will vote separately on matters pertaining solely to that Fund or that Class. As a Delaware statutory trust, the Trust is not required to hold annual meetings of shareholders, but approval will be sought for certain changes in the operation of the Trust and for the election of Trustees under certain circumstances.
In addition, a Trustee may be removed by the remaining Trustees or by shareholders at a special meeting called upon written request of shareholders owning at least 10% of the outstanding shares of the Trust. In the event that such a meeting is requested, the Trust will provide appropriate assistance and information to the shareholders requesting the meeting.
Where the Trust's Prospectus or Statement of Additional Information state that an investment limitation or a fundamental policy may not be changed without shareholder approval, such approval means the vote of (i) 67% or more of the affected Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares of the Fund are present or represented by proxy, or (ii) more than 50% of the affected Fund's outstanding shares, whichever is less.
DESCRIPTION OF SHARES
The Trust's Declaration of Trust authorizes the issuance of an unlimited number of Funds and shares of each Fund. Each share of a Fund represents an equal proportionate interest in that Fund with each other share. Upon liquidation, shares are entitled to a pro rata share in the net assets of the Fund, after taking into account additional distribution and shareholder servicing expenses attributable to the Class A, Class C and Class Z Shares. Shareholders have no preemptive rights. The Declaration of Trust provides that the Trustees of the Trust may create additional series of shares or separate classes of funds. All consideration received by the Trust for shares of any portfolio or separate class and all assets in which such consideration is invested would belong to that portfolio or separate class and would be subject to the liabilities related thereto. Share certificates representing shares will not be issued.
SHAREHOLDER LIABILITY
The Trust is an entity of the type commonly known as a Delaware statutory trust. The Trust's Declaration of Trust contains an express disclaimer of shareholder liability for obligations of the Trust, and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by or on behalf of the Trust or the Trustees, and because the Declaration of Trust provides for indemnification out of the Trust property for any shareholder held personally liable for the obligations of the Trust.
LIMITATION OF TRUSTEES' LIABILITY
The Declaration of Trust provides that a Trustee shall be liable only for his own willful defaults and, if reasonable care has been exercised in the selection of officers, agents, employees or investment advisers, shall not be liable for any neglect or wrongdoing of any such person. The Declaration of Trust also provides that the Trust will indemnify its Trustees and officers against liabilities and expenses incurred in connection with actual or threatened litigation in which they may be involved because of their offices with the Trust unless it is determined in the manner provided in the Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Trust. However, nothing in the Declaration of Trust shall protect or indemnify a Trustee against any liability for his willful misfeasance, bad faith, gross negligence or reckless disregard of his duties.
CODE OF ETHICS
The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. In addition, the Advisor, each Sub-Advisor and Distributor have adopted Codes of Ethics pursuant to Rule 17j-1. These Codes of Ethics apply to the personal investing activities of Trustees, officers, and certain employees ("access persons"). Rule 17j-1 and the Codes of Ethics are designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under each Code of Ethics, access persons are permitted to invest in securities (including securities that may be purchased or held by a Fund), but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements. Copies of these Codes of Ethics are on file with the SEC, and are available to the public.
PROXY VOTING
The Board of Trustees of the Trust has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to the Sub-Advisor(s). Generally, Sub-Advisors will vote such proxies in accordance with their respective proxy voting policies and procedures, which are included in Appendix B to this SAI. The Board of Trustees may periodically review each Fund's proxy voting record. Information about how the Funds voted proxies relating to their portfolio securities during the most recent 12-month period ended June 30 is available by August 31st of that year without charge, upon request by calling 1-800-543-0407 or by writing to the Trust at Touchstone Funds Group Trust, P.O. Box 5354, Cincinnati, OH 45201-5354. Each Fund's Form N-PX (its voting record) will also be available on the SEC's website at www.sec.gov and on the Touchstone website at www.touchstoneinvestments.com.
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of September 8, 2009, the following persons were the only persons who were record owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of the shares of each Fund. The Trust believes that most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency, or custodial customers.
--------------------------------------------------------------------------------------------------------------- FUND NAME AND ADDRESS PERCENTAGE OF FUND'S OF BENEFICIAL OWNER SHARES --------------------------------------------------------------------------------------------------------------- Intermediate Fixed Income Fund Hertrus & Co. 96.56%* Institutional shares PO Box 445 Hershey, PA 17033 --------------------------------------------------------------------------------------------------------------- Ultra Short Duration Fixed Income Fund Charles Schwab & Co. 78.65%* Class Z 101 Montgomery St San Francisco, CA 94104 --------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund Class Z Charles Schwab & Co. 90.08%* 101 Montgomery St San Francisco, CA 94101-4151 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- FUND NAME AND ADDRESS PERCENTAGE OF FUND'S OF BENEFICIAL OWNER SHARES --------------------------------------------------------------------------------------------------------------- Short Duration Fixed Income Fund Class Y Charles Schwab & Co. 58.44%* 101 Montgomery St San Francisco, CA 94101-4151 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 23.69% FBO Dennis E Armst 525 S Tipsico Lake Rd. Milford, MI 48380 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 16.20% FBO Dennis E Armst 2953 W Highland Rd. Highland, MI 48357 --------------------------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund Class Z Charles Schwab & Co. Inc. 33.13%* For the Benefit of its Customers 101 Montgomery St. San Francisco, CA 94104-4122 --------------------------------------------------------------------------------------------------------------- Citigroup Global Markets Inc. 22.69% 333 West 34th Street, 3rd Floor New York, NY 10001 --------------------------------------------------------------------------------------------------------------- Pershing LLC 9.35% 1 Pershing Plaza Jersey City, NJ 07399 --------------------------------------------------------------------------------------------------------------- Sands Capital Select Growth Fund Class Y Charles Schwab & Co. Inc. 12.41% 4500 Cherry Creek Dr. S. Fl. 3 Denver, CO 80209 --------------------------------------------------------------------------------------------------------------- The Vanguard Fiduciary Trust Co. 49.69%* PO Box 2600 VM 613 Valley Forge, PA 19482 --------------------------------------------------------------------------------------------------------------- Saxon and Co 23.11%* PO Box 7780-1888 Philadelphia, PA 19182 --------------------------------------------------------------------------------------------------------------- Pitcairn Trust Company 5.27% 165 Township Line Rd. Jenkintown, PA 19046 --------------------------------------------------------------------------------------------------------------- Mid Cap Fund Institutional Shares Patterson & Co Omnibus Cash/Cash 79.51%* 1525 West WT Harris Blvd Charlotte, NC 28288-0001 --------------------------------------------------------------------------------------------------------------- Patterson & Co Omnibus Rein/Rein 14.78% 1525 West WT Harris Blvd Charlotte, NC 28288-0001 --------------------------------------------------------------------------------------------------------------- Mid Cap Fund Class A Raymond James & Associates Inc. 11.25% FBO Raymond James PO Box 14407 Saint Petersburg, FL --------------------------------------------------------------------------------------------------------------- First Clearing LLC 6.47% 4 Blitzen Circle NY Mills, NY 13417 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- FUND NAME AND ADDRESS PERCENTAGE OF FUND'S OF BENEFICIAL OWNER SHARES --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 6.06% FBO Joann Apuzzo 433 Saline River Dr. Saline, MI 48176 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 5.91% FBO Mark Longo 803 Meadowview Lane Gates Mill, OH 44040 --------------------------------------------------------------------------------------------------------------- NFS LLC FEBO 12.07% Jean S Crosby 7181 County Route 13 Bath, NY 14810 --------------------------------------------------------------------------------------------------------------- Mid Cap Fund Class C Raymond James & Associates Inc. 10.54% FBO John E Rockhill 1900 Tarpon LN Vero Beach, FL 32960 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 6.25% FBO Glenn F Alban Suite 102 Worthington, OH 43085 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 11.13% FBO Beth Anne Thomas 8144 Davington Drive Dublin, OH 43017 --------------------------------------------------------------------------------------------------------------- Raymond James & Associates Inc. 5.06% FBO Joyce W Yen 6830 18th Ave. NE Seattle, WA 98115 --------------------------------------------------------------------------------------------------------------- LPL Financial Services 12.69% 9785 Towne Center Drive San Diego, CA 92121 --------------------------------------------------------------------------------------------------------------- Morgan Stanley 6.59% Carol L Hodgson 11820 Berlin TPK Lovettsville, VA 20180 --------------------------------------------------------------------------------------------------------------- Morgan Stanley 22.17% Joan M Wall 11820 Berlin TPK Lovettsville, VA 20180 --------------------------------------------------------------------------------------------------------------- Small Cap Value Opportunities Fund Charles Schwab & Co. Inc. 41.27%* Class Z 4500 Cherry Creek Dr. S. Fl. 3 Denver, CO 80209 --------------------------------------------------------------------------------------------------------------- National Financial Services Corp 15.69% For the Exclusive Benefit of Our Customers 4 Manhattanville Road Purchase, NY 10577 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- FUND NAME AND ADDRESS PERCENTAGE OF FUND'S OF BENEFICIAL OWNER SHARES --------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund Charles Schwab & Co. Inc. 43.00%* Class A 4500 Cherry Creek Dr. S. Fl. 3 Denver, CO 80209 --------------------------------------------------------------------------------------------------------------- National Financial Services Corp 9.47% For the Exclusive Benefit of Our Customers 100 Magellan Way Covington, KY 41015-1987 --------------------------------------------------------------------------------------------------------------- MLPF & S 6.46% For the Sole Benefit of its Customers 4800 Deer Lake Dr. East-3nd Floor Jacksonville, FL 32246 --------------------------------------------------------------------------------------------------------------- Perching LLC 9.86% 1 Pershing Plaza Jersey City, NJ 07399 --------------------------------------------------------------------------------------------------------------- Healthcare and Biotechnology Fund MLPF & S 59.93%* Class C For the Sole Benefit of its Customers 4800 Deer Lake Dr. East-2nd Floor Jacksonville, FL 32246 --------------------------------------------------------------------------------------------------------------- Premium Yield Equity Fund Class A Western & Southern Life Insurance 51.85%* 400 Broadway Cincinnati, OH 45202 --------------------------------------------------------------------------------------------------------------- Western & Southern Financial Group 27.70%* 400 Broadway Cincinnati, OH 45202 --------------------------------------------------------------------------------------------------------------- Perching LLC 5.25% 1 Pershing Plaza Jersey City, NJ 07399 --------------------------------------------------------------------------------------------------------------- Premium Yield Equity Fund Class C Western & Southern Life Insurance 10.53% 400 Broadway Cincinnati, OH 45202 --------------------------------------------------------------------------------------------------------------- Hilliard Lyons 5.48% Bernard Wehrmey 10892 Appaloosa Drive Walton, KY 41094 --------------------------------------------------------------------------------------------------------------- MLPF & S 14.23% For the Sole Benefit of its Customers 4800 Deer Lake Dr. East-2nd Floor Jacksonville, FL 32246 --------------------------------------------------------------------------------------------------------------- International Growth Fund Class A Western & Southern Life Insurance 52.05%* 400 Broadway Cincinnati, OH 45202 --------------------------------------------------------------------------------------------------------------- Charles Schwab & Co. Inc. 28.02%* Navellier Reinvest 101 Montgomery St. San Francisco, CA 94104 --------------------------------------------------------------------------------------------------------------- |
--------------------------------------------------------------------------------------------------------------- FUND NAME AND ADDRESS PERCENTAGE OF FUND'S OF BENEFICIAL OWNER SHARES --------------------------------------------------------------------------------------------------------------- International Growth Fund Class C Robert W. Baird Co. 86.44%* 777 East Wisconsin Ave. Milwaukee, WI 53202 --------------------------------------------------------------------------------------------------------------- Trust 6.15% Jane Noschang TTEE 4916 Boomer Rd. Cincinnati, OH 45243 --------------------------------------------------------------------------------------------------------------- International Growth Fund Class Y Touchstone Advisors See Account 13.52% 303 Broadway, Suite 1100 Cincinnati, OH 45202 --------------------------------------------------------------------------------------------------------------- MLPF & S 86.48%* For the Sole Benefit of its Customers 4800 Deer Lake Dr. East-2nd Floor Jacksonville, FL 32246 --------------------------------------------------------------------------------------------------------------- |
*May be deemed to control a class or Fund because it owned beneficially more than 25% of the outstanding shares as of September 8, 2009. 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.
The 5% shareholders for the Capital Appreciation Fund, Core Plus Fixed Income Fund, Emerging Markets Equity Fund, Global Equity Fund, Global Real Estate Fund, International Fixed Income Fund, Large Cap Relative Value Fund, Long/Short Equity Fund, Mid Cap Value Fund and Small Cap Core Fund are not included because the Funds had not commenced operations prior to September 8, 2009.
As of September 8, 2009, 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).
CUSTODIAN
Brown Brothers Harriman & Co. ("BBH"), 40 Water Street, Boston, Massachusetts 02109, is 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 money as instructed and maintains records in connection with its duties.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Trust's independent registered public accounting firm, Ernst & Young LLP audits the Trust's annual financial statements. Ernst & Young LLP is located at 312 Walnut Street Cincinnati, OH 45202.
LEGAL COUNSEL
Pepper Hamilton LLP, located at 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, Pennsylvania, 19103, serves as counsel to the Trust.
FINANCIAL STATEMENTS
The Financial Statements for the fiscal year ended September 30, 2008, including the Report of Ernst & Young LLP, independent registered public accounting firm, are included in the most recent Annual Report to Shareholders and are incorporated into this SAI by reference. The Annual Report may be obtained free of charge by calling the Trust at 1-800-543-0407 or by writing to Touchstone Funds Group Trust, P.O. Box 5354, Cincinnati, OH 45202. You may also obtain the Annual or Semi-Annual Reports, as well as other information about the Touchstone Funds Group Trust, from the EDGAR Database on the SEC's website at http://www.sec.gov.
APPENDIX A - DESCRIPTION OF SECURITIES RATINGS
Moody's Investors Service, Inc. ("Moody's"), Standard &Poor's(R) ("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(R) 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. The Advisor and/or Sub-Advisor attempts to discern variations in credit rankings of the rating services and to anticipate changes in credit ranking. However, subsequent to purchase by the 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, the Advisor and/or Sub-Advisor will consider whether it is in the best interest of the Fund to continue to hold the securities.
Moody's credit ratings must be construed solely as statements of opinion and not as statements of fact or recommendations to purchase, sell or hold any securities.
An S&P issue credit rating is a current opinion of 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). The opinion evaluates 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. 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 issue credit rating is not a recommendation to purchase, sell or hold a financial obligation inasmuch as it does not comment as to market price or suitability for a particular investor.
Fitch credit ratings are 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 back in accordance with the terms on which they invested. Fitch's credit-ratings cover the global spectrum of corporate, sovereign (including supra-national 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.
SHORT-TERM CREDIT RATINGS
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:
"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.
An S&P short-term issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation having an original maturity of no more than 365 days, including commercial paper. 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.
"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 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.
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, structured and sovereign 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" - Securities possess the 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" - Securities possess good short-term credit quality. This designation indicates good intrinsic capacity for timely payment of financial commitments.
"F3" - Securities possess fair short-term credit quality. This designation indicates that the intrinsic capacity for timely payment of financial commitments is adequate. "B" - Securities possess 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" - Securities possess 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. Applicable to entity ratings only.
"D" (Default) - This designation indicates a broad-based default event for an entity, or the default of a specific short-term obligation.
Specific limitations relevant to the Short-Term Ratings scale include:
o The ratings do not predict a specific percentage of default likelihood over any given time period.
o The ratings do not opine on the market value of any issuer's securities or stock, or the likelihood that this value may change.
o The ratings do not opine on the liquidity of the issuer's securities or stock.
o The ratings do not opine on the possible loss severity on an obligation should an obligation default.
o 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.
LONG-TERM CREDIT RATINGS
Moody's long-term obligation ratings are opinions of the relative credit risk of fixed-income 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 of bonds 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.
Issue credit ratings are based, in varying degrees, on the following considerations:
o 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;
o Nature of and provisions of the obligation;
o 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.
"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.
"D" - An obligation rated "D" is in payment default. The "D" rating category is used when payments on an obligation 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.
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.
"N.R." - 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.
Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery given default on that liability is also included in the rating assessment.
The following summarizes long-term ratings used by Fitch:
"AAA" - Securities considered to be highest credit quality. "AAA" ratings denote the lowest expectation of credit 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" - Securities considered to be very high credit quality. "AA" ratings denote expectations of very low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
"A" - Securities considered to be high credit quality. "A" ratings denote expectations of low credit 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" - Securities considered to be good credit quality. "BBB" ratings indicate that expectations of credit 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" - Securities considered to be speculative. "BB" ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial commitments to be met.
"B" - Securities considered to be highly speculative. "B" ratings indicate that material credit risk is present.
"CCC" - Securities have substantial credit risk. "CCC" ratings indicate that substantial credit risk is present.
"CC" - Securities have very high levels of credit risk. "CC" ratings indicate very high levels of credit risk.
"C" - Securities have exceptionally high levels of credit risk. "C" indicates exceptionally high levels of credit risk.
Defaulted obligations typically are not assigned "D" ratings, but are instead rated in the "B" to "C" rating categories, depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have comparable overall expected loss but varying vulnerability to default and loss.
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" obligation rating category, or to corporate or public finance obligation ratings in the categories below "B."
Specific limitations relevant to the corporate obligation rating scale include:
o The ratings do not predict a specific percentage of default likelihood or expected loss over any given time period.
o The ratings do not opine on the market value of any issuer's securities or stock, or the likelihood that this value may change.
o The ratings do not opine on the liquidity of the issuer's securities or stock.
o The ratings do not opine on the suitability of an issuer as a counterparty to trade credit.
o 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 and relative recovery should a default occur.
NOTES TO SHORT-TERM AND LONG-TERM CREDIT RATINGS
Watchlist: Moody's uses the Watchlist to indicate that a rating is under review for possible change in the short-term. A rating can be placed on review for possible upgrade ("UPG"), on review for possible downgrade ("DNG"), or more rarely with direction uncertain ("UNC"). A credit is removed from the Watchlist when the rating is upgraded, downgraded or confirmed. Rating Outlooks: A Moody's rating outlook is an opinion regarding the likely direction of a rating over the medium term. Where assigned, rating outlooks fall into the following four categories: Positive ("POS"), Negative ("NEG"), Stable ("STA") and Developing ("DEV" -- contingent upon an event). In the few instances where an issuer has multiple outlooks of differing directions, an "(m)" modifier (indicating multiple, differing outlooks) will be displayed, and Moody's written research will describe any differences and provide the rationale for these differences. A "RUR" (Rating(s) Under Review) designation indicates that the issuer has one or more ratings under review for possible change, and thus overrides the outlook designation. When an outlook has not been assigned to an eligible entity, "NOO" (No Outlook) may be displayed.
Creditwatch: CreditWatch highlights the potential direction of a short- or long-term rating. It focuses on identifiable events and short-term trends that cause ratings to be placed under special surveillance by S&P's analytical staff. These may include mergers, recapitalizations, voter referendums, regulatory action or anticipated operating developments. Ratings appear on CreditWatch when such an event or a deviation from an expected trend occurs and additional information is necessary to evaluate the current rating. A listing, however, does not mean a rating change is inevitable, and whenever possible, a range of alternative ratings will be shown. CreditWatch is not intended to include all ratings under review, and rating changes may occur without the ratings having first appeared on CreditWatch. The "positive" designation means that a rating may be raised; "negative" means a rating may be lowered; and "developing" means that a rating may be raised, lowered or affirmed.
Rating Outlook: An S&P rating outlook assesses the potential direction of a long-term credit rating over the intermediate term (typically six months to two years). In determining a rating outlook, consideration is given to any changes in the economic and/or fundamental business conditions. An outlook is not necessarily a precursor of a rating change or future CreditWatch action.
o "Positive" means that a rating may be raised.
o "Negative" means that a rating may be lowered.
o "Stable" means that a rating is not likely to change.
o "Developing" means a rating may be raised or lowered.
Rating Watch: Rating Watches indicate that there is a heightened probability of a rating change and the likely direction of such a change. These are designated as "Positive," indicating a potential upgrade, "Negative," for a potential downgrade, or "Evolving," if ratings may be raised, lowered or affirmed. However, ratings that are not on Rating Watch can be raised or lowered without being placed on Rating Watch first if circumstances warrant such an action. A Rating Watch is typically event-driven and, as such, it is generally resolved over a relatively short period. The event driving the Watch may be either anticipated or have already occurred, but in both cases, the exact rating implications remain undetermined. The Watch period is typically used to gather further information and/or subject the information to further analysis. Additionally, a Watch may be used where the rating implications are already clear, but where a triggering event (e.g. shareholder or regulatory approval) exists. The Watch will typically extend to cover the period until the triggering event is resolved, or its outcome is predictable with a high enough degree of certainty to permit resolution of the Watch.
Rating Watches can be employed by all analytical groups and are applied to the ratings of individual entities and/or individual instruments. At the lowest categories of speculative grade ("CCC", "CC" and "C") the high volatility of credit profiles may imply that almost all ratings should carry a Watch. Watches are nonetheless only applied selectively in these categories, where a committee decides that particular events or threats are best communicated by the addition of the Watch designation.
Rating Outlook: Timing is informative but not critical to the choice of a Watch rather than an Outlook. A discrete event that is largely clear and the terms of which are defined, but which will not happen for more than six months - such as a lengthy regulatory approval process - would nonetheless likely see ratings placed on Watch rather than a revision to the Outlook.
An Outlook revision may, however, be deemed more appropriate where a series of potential event risks has been identified, none of which individually warrants a Watch but which cumulatively indicate heightened probability of a rating change over the following one to two years.
A revision to the Outlook may also be appropriate where a specific event has been identified, but where the conditions and implications of that event are largely unclear and subject to high execution risk over an extended period - for example a proposed, but politically controversial, privatization.
MUNICIPAL NOTE RATINGS
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.
"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.
An S&P U.S. municipal note rating reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
o Amortization schedule--the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and
o 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.
APPENDIX B - PROXY VOTING POLICIES
TURNER INVESTMENT PARTNERS, INC.
PROXY VOTING POLICY AND PROCEDURES
Turner Investment Partners, Inc., as well as its investment advisory affiliate, Turner Investment Management LLC (collectively, Turner), act as fiduciaries in relation to their clients and the assets entrusted by them to their management. Where the assets placed in Turner's care include shares of corporate stock, and except where the client has expressly reserved to itself or another party the duty to vote proxies, it is Turner's duty as a fiduciary to vote all proxies relating to such shares.
Duties with Respect to Proxies:
Turner has an obligation to vote all proxies appurtenant to shares of corporate stock owned by its client accounts in the best interests of those clients. In voting these proxies, Turner may not be motivated by, or subordinate the client's interests to, its own objectives or those of persons or parties unrelated to the client. Turner will exercise all appropriate and lawful care, skill, prudence and diligence in voting proxies, and shall vote all proxies relating to shares owned by its client accounts and received by Turner. Turner shall not be responsible, however, for voting proxies that it does not receive in sufficient time to respond.
Delegation:
In order to carry out its responsibilities in regard to voting proxies, Turner must track all shareholder meetings convened by companies whose shares are held in Turner client accounts, identify all issues presented to shareholders at such meetings, formulate a principled position on each such issue and ensure that proxies pertaining to all shares owned in client accounts are voted in accordance with such determinations.
Consistent with these duties, Turner has delegated certain aspects of the proxy voting process to Institutional Shareholder Services, and its Proxy Voter Services (PVS) subsidiary. PVS is a separate investment adviser registered under the Investment Advisers Act of 1940, as amended. Under an agreement entered into with Turner, PVS has agreed to vote proxies in accordance with recommendations developed by PVS and overseen by Turner, except in those instances where Turner has provided it with different direction.
Review and Oversight:
Turner has reviewed the methods used by PVS to identify and track shareholder meetings called by publicly traded issuers throughout the United States and around the globe. Turner has satisfied itself that PVS operates a system reasonably designed to identify all such meetings and to provide Turner with timely notice of the date, time and place of such meetings. Turner has further reviewed the principles and procedures employed by PVS in making recommendations on voting proxies on each issue presented, and has satisfied itself that PVS's recommendations are: (i) based upon an appropriate level of diligence and research, and (ii) designed to further the interests of shareholders and not serve other unrelated or improper interests. Turner, either directly or through its duly-constituted Proxy Committee, shall review its determinations as to PVS at least annually.
Notwithstanding its belief that PVS's recommendations are consistent with the best interests of shareholders and appropriate to be implemented for Turner's client accounts, Turner has the right and the ability to depart from a recommendation made by PVS as to a particular vote, slate of candidates or otherwise, and can direct PVS to vote all or a portion of the shares owned for client accounts in accordance with Turner's preferences. PVS is bound to vote any such shares subject to that direction in strict accordance with all such instructions. Turner, through its Proxy Committee, reviews on a regular basis the overall shareholder meeting agenda, and seeks to identify shareholder votes that warrant further review based upon either (i) the total number of shares of a particular company stock that Turner holds for its clients accounts, or (ii) the particular subject matter of a shareholder vote, such as board independence or shareholders' rights issues. In determining whether to depart from a PVS recommendation, the Turner Proxy Committee looks to its view of the best interests of shareholders, and provides direction to PVS only where in Turner's view departing from the PVS recommendation appears to be in the best interests of Turner's clients as shareholders. The Proxy Committee keeps minutes of its determinations in this regard.
Conflicts of Interest:
Turner stock is not publicly traded, and Turner is not otherwise affiliated with any issuer whose shares are available for purchase by client accounts. Further, no Turner affiliate currently provides brokerage, underwriting, insurance, banking or other financial services to issuers whose shares are available for purchase by client accounts.
Where a client of Turner is a publicly traded company in its own right, Turner may be restricted from acquiring that company's securities for the client's benefit. Further, while Turner believes that any particular proxy issues involving companies that engage Turner, either directly or through their pension committee or otherwise, to manage assets on their behalf, generally will not present conflict of interest dangers for the firm or its clients, in order to avoid even the appearance of a conflict of interest, the Proxy Committee will determine, by surveying the Firm's employees or otherwise, whether Turner, an affiliate or any of their officers has a business, familial or personal relationship with a participant in a proxy contest, the issuer itself or the issuer's pension plan, corporate directors or candidates for directorships. In the event that any such relationship is found to exist, the Proxy Committee will take appropriate steps to ensure that any such relationship (or other potential conflict of interest), does not influence Turner's or the Committee's decision to provide direction to PVS on a given vote or issue. Further to that end, Turner will adhere to all recommendations made by PVS in connection with all shares issued by such companies and held in Turner client accounts, and, absent extraordinary circumstances that will be documented in writing, will not subject any such proxy to special review by the Proxy Committee. Turner will seek to resolve any conflicts of interests that may arise prior to voting proxies in a manner that reflects the best interests of its clients.
Securities Lending:
Turner will generally not vote nor seek to recall in order to vote shares on loan in connection with client administered securities lending programs, unless it determines that a vote is particularly significant. Seeking to recall securities in order to vote them even in these limited circumstances may nevertheless not result in Turner voting the shares because the securities are unable to be recalled in time from the party with custody of the securities, or for other reasons beyond Turner's control.
Obtaining Proxy Voting Information:
To obtain information on how Turner voted proxies, please contact:
Andrew Mark, Director of Operations
and Technology Administration
c/o Turner Investment Partners, Inc.
1205 Westlakes Drive, Suite 100
Berwyn, PA 19312
Recordkeeping:
Turner shall retain its (i) proxy voting policies and procedures; (ii) proxy statements received regarding client statements; (iii) records or votes it casts on behalf of clients; (iv) records of client requests for proxy voting information, and (v) any documents prepared by Turner that are material in making a proxy voting decision. Such records may be maintained with a third party, such as PVS, that will provide a copy of the documents promptly upon request.
FORT WASHINGTON INVESTMENT ADVISORS, INC.
Fort Washington's policy is to vote proxies in the best interests of the Fund at all times. Fort Washington has adopted procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of the Fund in accordance with its fiduciary duties and SEC rules governing investment advisers. 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:
o maintain or strengthen the shared interests of stockholders and management;
o increase shareholder value; and
o maintain or increase shareholder rights generally.
Proxy votes will generally be cast against proposals having the opposite effect of the above. Where Fort Washington perceives that a management proposal, if approved, would tend to limit or reduce the market value of the company's securities, it will generally vote against it. Fort Washington generally supports shareholder rights and recapitalization measures undertaken unilaterally by boards of directors properly exercising their responsibilities and authority, unless such measures could have the effect of reducing shareholder rights or potential shareholder value. In cases where shareholder proposals challenge such actions, Fort Washington's voting position will generally favor not interfering with the directors' proper function in the interest of all shareholders.
Fort Washington may delegate its responsibilities under its proxy voting procedures to a third party, provided that Fort Washington retains final authority and fiduciary responsibility for proxy voting. Fort Washington has retained ISS to assist it in the proxy voting process and will use ISS's proxy voting guidelines as a resource in its proxy voting.
Fort Washington will review each proxy to assess the extent, if any, to which there may be a material conflict between it and the interests of the Fund. If Fort Washington determines that a potential conflict may exist, it will be reported to the Proxy Voting Committee. The Proxy Voting Committee is authorized to resolve any conflict in a manner that is in the collective best interests of the Fund (excluding a potential conflict). The Proxy Voting Committee may resolve a potential conflict in any of the following manners:
o If the proposal is specifically addressed in the proxy voting procedures, Fort Washington may vote the proxy in accordance with these policies, provided that such pre-determined policy involves little discretion on Fort Washington's part;
o Fort Washington may engage an independent third party to determine how the proxy should be voted;
o Fort Washington may establish an ethical wall or other informational barriers between the person involved in the potential conflict and
the persons making the voting decision in order to insulate the potential conflict from the decision maker.
SANDS CAPITAL MANAGEMENT LLC
ISSUE
Rule 206(4)-6 under the 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 procedures must address material conflicts that may arise in connection with proxy voting. 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.
SCM votes proxies for a great majority of its clients, and therefore has adopted and implemented this Proxy Voting Policy and Procedures.
POLICY
It is the policy of SCM to vote client proxies in the best interest of our clients. Proxies are an asset of a client account, which should be treated by SCM with the same care, diligence, and loyalty as any asset belonging to a client. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.
Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the client's cost.
PROCEDURES FOR SCM'S RECEIPT OF CLASS ACTIONS
The following procedures outline SCM's receipt of "Class Action" documents from clients and custodians. It is SCM's position not to file these "Class Action" documents, but if received will follow these guidelines:
If "Class Action" documents are received by SCM from the CLIENT, SCM will gather, at the client's request, any requisite information it has and forward to the client, to enable the client to file the "Class Action" at the client's discretion. SCM will not file "Class Actions" on behalf of any client.
PROXY COMMITTEE
SCM has established a Proxy Committee. The Proxy Committee consists of three permanent members (the Chief Operating Officer, Director of Client Services, Compliance Operations Manager) and one or more rotating members (Portfolio Managers). The Proxy Committee meets at least annually and as necessary to fulfill its responsibilities. A majority of the members of the Proxy Committee constitutes a quorum for the transaction of business. The Director of Client Services acts as secretary of the Proxy Committee and maintains a record of Proxy Committee meetings and actions.
The Proxy Committee is responsible for (i) the oversight and administration of proxy voting on behalf of the Adviser's clients, including developing, authorizing, implementing and updating the Adviser's proxy voting policies and procedures; (ii) overseeing the proxy voting process; and (iii) engaging and overseeing any third party service provider as voting agent to receive proxy statements and/or to provide information, research or other services intended to facilitate the proxy voting decisions made by the Adviser. The Proxy Committee typically reviews reports on the Adviser's proxy voting activity at least annually and as necessary to fulfill its responsibilities.
The Proxy Committee has developed a set of criteria for evaluating proxy issues. These criteria and general voting guidelines are set forth in the Adviser's Proxy Voting Guidelines (the "Guidelines"), a copy of which is attached hereto as Attachment C. The Proxy Committee may amend or supplement the Guidelines from time to time. All Guidelines are to be applied generally and not absolutely, such that the Adviser's evaluation of each proposal will be performed in the context of the Guidelines giving appropriate consideration to the circumstances of the company whose proxy is being voted.
PROCEDURES FOR IDENTIFICATION AND VOTING OF PROXIES
These proxy voting procedures are designed to enable SCM to resolve material conflicts of interest with clients before voting their proxies.
1. SCM shall maintain a list of all clients for which it votes proxies. The list will be maintained either in hard copy or electronically and updated by the Director of Client Services or a designee who will obtain proxy voting information from client agreements.
As part of the account opening procedure, The Director of Client Services will note whether or not SCM is responsible for voting client proxies for the new client.
2. In cases where SCM has been designated to vote client proxies, we shall work with the client to ensure that SCM is the designated party to receive proxy voting materials from companies or intermediaries.
3. The Director of Client Services shall receive all proxy voting materials and will be responsible for ensuring that proxies are voted and submitted in a timely manner.
4. Prior to a proxy voting deadline, the appropriate Research Analyst will make a determination as to how to vote each proxy proposal based on his or her analysis of the proposal and the Guidelines. In evaluating a proxy proposal, an analyst may consider information from many sources, including management of the company, shareholder groups and independent proxy research services.
5. SCM Staff Members will reasonably try to assess any material conflicts between SCM's interests and those of its clients with respect to proxy voting by considering the situations identified in the Conflicts of Interest section of this document.
6. So long as there are no material conflicts of interest identified, SCM will vote proxies according to the policy. SCM may also elect to abstain from voting if it deems such abstinence in its clients' best interests. The rationale for "abstain" votes will be documented and the documentation will be maintained in the permanent file.
7. Upon detection of a conflict of interest, the conflict will be brought to the attention of the Proxy Committee for resolution. See Conflicts of Interest section for additional information.
8. SCM is not required to vote every client proxy and such should not necessarily be construed as a violation of SCM's fiduciary obligations. SCM shall at no time ignore or neglect its proxy voting responsibilities. However, there may be times when refraining from voting is in the client's best interest, such as when an adviser's analysis of a particular client proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client.
9. The Director of Client Services and the Research Analyst will report any attempts by SCM's personnel to influence the voting of client proxies in a manner that is inconsistent with SCM's Proxy Policy, as well as, any attempts by persons or entitles outside SCM seeking to influence the voting of client proxies. Such report shall be made to SCM's CCO, or if the CCO is the person attempting to influence the voting, then to SCM's CEO.
10. All proxy votes will be recorded and the following information will be maintained:
o The name of the issuer of the portfolio security;
o The exchange ticker symbol of the portfolio security;
o The Council on Uniform Securities Identification Procedures
("CUSIP") number for the portfolio security;
o The shareholder meeting date;
o The number of shares SCM is voting on firm-wide;
o A brief identification of the matter voted on;
o Whether the matter was proposed by the issuer or by a security
holder;
o Whether or not SCM cast its vote on the matter;
o How SCM cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of directors);
o Whether SCM cast its vote with or against management; and
o Whether any client requested an alternative vote of its proxy.
In the event that SCM votes the same proxy in two directions, it shall maintain documentation to support its voting (this may occur if a client requires SCM to vote a certain way on an issue, while SCM deems it beneficial to vote in the opposite direction for its other clients) in the permanent file.
CONFLICTS OF INTEREST
Although SCM has not currently identified any material conflicts of interest that would affect its proxy voting decisions, it is aware of the following potential conflicts that could exist in the future:
o CONFLICT: SCM is retained by an institutional client, or is in the process of retaining an institutional client that is affiliated with an issuer that is held in SCM's client portfolios.
o CONFLICT: SCM retains a client, or is in the process of retaining a client that is an officer or director of an issuer that is held in SCM's client portfolios. The similar conflicts of interest exist in this relationship as discussed above.
o CONFLICT: SCM's Staff Members maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of an SCM Staff Member may be a high-level executive of an issuer that is held in SCM's client portfolios. The spouse could attempt to influence SCM to vote in favor of management.
o CONFLICT: SCM or a Staff Member(s) personally owns a significant number of an issuer's securities that are also held in SCM's client portfolios. For any number of reasons, a Staff Member(s) may seek to vote proxies in a different direction for his/her personal holdings than would otherwise be warranted by the proxy voting policy. The Staff Member(s) could oppose voting the proxies according to the policy and successfully influence SCM to vote proxies in contradiction to the policy.
SCM realizes that due to the difficulty of predicting and identifying all material conflicts, it must rely on its Staff Members to notify the Director of Client Services and/or the CCO of any material conflict that may impair SCM's ability to vote proxies in an objective manner. Upon such notification, the Director of Client Services and or the CCO will notify the Proxy Committee of the conflict.
In the event that the Proxy Committee determines that the SCM has a conflict of interest with respect to a proxy proposal, the Proxy Committee shall also determine whether the conflict is "material" to that proposal. The Proxy Committee may determine on a case-by-case basis that a particular proposal does not involve a material conflict of interest. To make this determination, the Proxy Committee must conclude that the proposal is not directly related to the Adviser's conflict with the issuer. If the Proxy Committee determines that a conflict is not material, then the Adviser may vote the proxy in accordance with the recommendation of the analyst.
In the event that the Proxy Committee determines that SCM has a material conflict of interest with respect to a proxy proposal, SCM will vote on the proposal in accordance with the determination of the Proxy Committee. Prior to voting on the proposal, the Adviser may (i) contact an independent third party (such as another plan fiduciary) to recommend how to vote on the proposal and vote in accordance with the recommendation of such third party (or have the third party vote such proxy); or (ii) with respect to client accounts that are not subject to ERISA, fully disclose the nature of the conflict to the client and obtain the client's consent as to how the Adviser will vote on the proposal (or otherwise obtain instructions from the client as to how the proxy should be voted).
RECORDKEEPING
SCM must maintain the documentation described in the following section for a period of not less than five (5) years, the first two (2) years at its principal place of business. Director of Client Services will be responsible for the following procedures and for ensuring that the required documentation is retained.
o Any request, whether written (including e-mail) or oral, received by any Staff Member of SCM, must be promptly reported to the Director of Client Services. All written requests must be retained in the permanent file.
o The Director of Client Services will record the identity of the client, the date of the request, and the disposition (e.g., provided a written or oral response to client's request, referred to third party, not a proxy voting client, other dispositions, etc.) in a suitable place.
o Clients are permitted to request the proxy voting record for the 5 year period prior to their request.
o Upon receipt of a proxy, copy or print a sample of the proxy statement or card and maintain the copy in a central file along with a sample of the proxy solicitation instructions.
NOTE: SCM is permitted to rely on proxy statements filed on the SEC's EDGAR system instead of keeping its own copies.
o Documents prepared or created by SCM that were material to making a decision on how to vote, or that memorialized the basis for the decision.
o Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, company's management discussions, etc. that were material in the basis for the decision.
DISCLOSURE
o SCM will ensure that Part II of Form ADV is updated as necessary to reflect: (i) all material changes to the Proxy Voting Policy and Procedures; and (ii) information about how clients may obtain information on how SCM voted their securities.
PROXY SOLICITATION
As a matter of practice, it is SCM's policy to not reveal or disclose to any client how SCM may have voted (or intends to vote) on a particular proxy until after such proxies have been counted at a shareholder's meeting.
The Director of Client Services is to be promptly informed of the receipt of any solicitation from any person to vote proxies on behalf of clients. At no time may any Staff Member accept any remuneration in the solicitation of proxies. The Director of Client Services shall handle all responses to such solicitations.
RESPONSIBILITY
The Director of Client Services is responsible for overseeing and implementing this policy.
ATTACHMENT C
One of the primary factors SCM considers when determining the desirability of investing in a particular company is the quality and depth of its management. Accordingly, SCM believes that the recommendation of management on any issue should be given substantial weight in determining how proxy issues are resolved. As a matter of practice, SCM will vote on most issues presented in a portfolio company proxy statement in accordance with the position of the company's management, unless SCM determines that voting in accordance with management's recommendation would adversely affect the investment merits of owning the stock. However, SCM will consider each issue on its own merits, and will not support the position of the company's management in any situation where, in SCM's judgment, it would not be in the best interests of the client to do so.
I. THE BOARD OF DIRECTORS
A. VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS
Votes on director nominees are made on a CASE-BY-CASE basis, and may consider the following factors:
o Long-term corporate performance record relative to a market index;
o Composition of board and key board committees;
o Corporate governance provisions and takeover activity;
o Board decisions regarding executive pay;
o Director compensation;
B. DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION
Proposals concerning director and officer indemnification and liability protection are evaluated on a CASE-BY-CASE basis.
C. VOTING FOR DIRECTOR NOMINEES IN CONTEST ELECTIONS
Votes in a contested election of directors are evaluated on a CASE-BY-CASE basis, and may consider the following factors:
o long-term financial performance of the target company relative to its industry;
o management's track record;
o background to the proxy contest;
o qualifications of director nominees (both slates);
o evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and
o stock ownership positions.
o Size of the Board
Proposals to limit the size of the Board should be evaluated on a CASE-BY-CASE basis.
II. AUDITORS
RATIFYING AUDITORS
We generally vote FOR proposals to ratify auditors, unless: an auditor has a financial interest in or association with the company, and is therefore not independent; 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.
III. PROXY CONTEST DEFENSES
Cumulative Voting
We vote AGAINST proposals to eliminate cumulative voting.
We vote FOR proposals to permit cumulative voting.
IV. ANTI-TAKEOVER ISSUES
We generally oppose anti-takeover measures because they reduce shareholder rights. However, as with all proxy issues, we conduct and independent review of each anti-takeover proposal. On occasion, we may vote with management when it is concluded that the proposal is not onerous and would not harm clients' interests as shareholders. Anti-takeover issues include the following:
o POISON PILLS
The "poison pill" entitles shareholders to purchase certain securities at discount prices in the event of a change in corporate control. Such a measure would make a potential takeover prohibitively expensive to the acquirer.
We review on a CASE-BY-CASE basis management proposals to ratify a poison pill.
3) FAIR PRICE PROVISIONS
Fair price provisions attempt to ensure approximately equal treatment for all shareholders in the event of a full-scale takeover. Typically, such a provision requires would-be acquirers that have established threshold positions in target companies at given per-share prices to pay at least as much if they opt for complete control, unless certain conditions are met.
We vote FOR fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.
We vote FOR shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.
4) GREENMAIL
Proposals relating to the prohibition of "greenmail" are designed to disallow the repurchase of stock from a person or group owning 5% or more of the company's common stock, unless approved by the disinterested holders of two-thirds or more of the outstanding stock. They could also prevent the company from repurchasing any class of stock at a price more than 5% above the current fair market price, unless an offer is made to all shareholders.
We vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company's ability to make greenmail payments.
We review on a CASE-BY-CASE basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.
5) SUPERSTOCK
Another takeover defense is superstock, i.e., shares that give holders disproportionate voting rights. For example, one company proposed authorizing a class of preferred stock which "could be issued in a private placement with one or more institutional investors" and "could be designated as having voting rights which might dilute or limit the present voting rights of the holders of common stock...." The purpose of this additional class of stock would be to give insiders an edge in fending off an unsolicited or hostile takeover attempt.
We will review on case-by-case basis proposals that would authorize the creation of new classes of "superstock".
E. SUPERMAJORITY RULES
Supermajority provisions require approval by holders of minimum amounts of the common shares (usually 75% to 80%). While applied mainly to merger bids, supermajority rules also may be extended to cover substantive transfers of corporate assets, liquidations, reverse splits and removal of directors for reasons other than cause. A supermajority provision would make it nearly impossible in some cases for shareholders to benefit from a takeover attempt.
a. SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO APPROVE MERGERS
We vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.
We vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
2. SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO AMEND THE CHARTER OR BYLAWS
We vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.
We vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
F. BOARD CLASSIFICATION
High on the agenda of defense-minded corporate executives are staggered terms for directors, whereby only some (typically one-third) of the directors are elected each year. The "staggered board" acts as a bar to unwelcome takeover bids. An aggressive, affluent acquirer would need two years to gain a working majority of directors at a company whose board members are elected to staggered three-year terms of office.
We vote AGAINST proposals to classify the board.
We vote FOR proposals to repeal classified boards and elect all directors annually.
IV. MISCELLANEOUS GOVERNANCE PROVISION BUNDLED PROPOSALS
We review on a CASE-BY-CASE basis bundled or "conditioned" proxy proposals. In this case where items are conditioned upon each other, we examine the benefits and costs of the packages items. In instances when the joint effect of the conditioned items is not in shareholder's best interests, we vote against the proposals. If the combined effect is positive, we support such proposals.
V. CAPITAL STRUCTURE
A. COMMON STOCK AUTHORIZATION
We review on a CASE-BY-CASE basis proposals to increase the number of shares of common stock authorized for issue.
B. DEBT RESTRUCTURING
We review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.
VI. EXECUTIVE AND DIRECTOR COMPENSATION
In general, we vote on a CASE-BY-CASE basis on executive and director compensation plans, including stock option plans, with the view that viable compensation programs reward the creation of stockholder wealth.
VII. State of Incorporation
A. VOTING ON STATE TAKEOVER STATUTES
We 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, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions and disgorgement provisions).
B. Voting on Reincorporation Proposals
Proposals to change a company's state of incorporation are examined on a CASE-BY-CASE basis.
VIII. MERGERS AND CORPORATE RESTRUCTURINGS
A. MERGERS AND ACQUISITIONS
Votes on mergers and acquisitions are considered on a CASE-BY-CASE basis.
B. Corporate Restructuring
Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyout, spin-offs, liquidations and asset sales are considered on a CASE-BY-CASE basis.
C. Spin-offs
Votes on spin-offs are considered on a CASE-BY-CASE basis.
D. Changing Corporate Name
We generally vote FOR changing the corporate name.
IX. Social and Environmental Issues
Consistent with its fiduciary duty to clients, SCM will vote on social issues with a view toward promoting good corporate citizenship. However, SCM realizes that it cannot require a portfolio company to go beyond applicable legal requirements or put itself in a non-competitive position. Social responsibility issues may include proposals regarding the following:
o Ecological issues, including toxic hazards and pollution of the air and water;
o Employment practices, such as the hiring of women and minority groups;
o Product quality and safety;
o Advertising practices;
o Animal rights, including testing, experimentation and factory farming;
o Military and nuclear issues; and
o International politics and operations, including the world debt crisis, infant formula, U.S. corporate activity in Northern Ireland, and the policy of apartheid in South Africa.
We review on a CASE-BY-CASE basis proposals regarding social or environmental issues.
.
MILLER/HOWARD INVESTMENTS PROXY VOTING POLICY
The Firm recognizes, as a matter of policy and as a fiduciary to our clients, that proxy voting is a valuable right of shareholders. Proxy voting is one of the best ways for an investor to communicate to a company his or her opinions on management's policies. Miller/Howard Investments supports voting proxies consistent with our financial, social, and environmental objectives. For more information regarding these objectives, please refer to our SRI (Socially Responsible Investing) policy.
Each proxy season, in addition to the "standard" issues placed on the ballot by management, there may be a number of other important issues put forward by shareholders in the form of shareholder resolutions. Shareholder resolutions can cover a wide range of issues, such as environmental performance, workplace diversity, the production of weapons, land mine clean up, genetically modified foods, labor standards, and management transparency. We actively support resolutions that target labor issues, human rights, compensation, and also those that decrease emissions and increase renewable energy sources. The primary goal of the shareholder resolution process is to engage management in a dialogue. We support the right of both shareholders and stakeholders to pursue such discussions.
PROXY ADMINISTRATION
In January 2008, Miller/Howard Investments enlisted the help of Broadridge Investor Communication Solutions, Inc. to administer electronic proxy voting. Using the services Broadridge provides, Miller/Howard Investments is capable of customizing proxy reports, ballot recommendations, and research tools. Because the issues related to proxy voting are complex and directly impact investment values, we have chosen Broadridge to facilitate voting SRI recommendations as provided by Glass Lewis.
Proxy voting responsibility will be determined at the opening of all new client relationships. For those clients who have retained proxy-voting authority, Miller/Howard Investments has no responsibility to receive, vote, or otherwise advise voting.
Miller/Howard Investments maintains relevant records, through EDGAR and Broadridge, including but not limited to, proxy reconciliation, ballots and research reports. Clients can receive a history of our proxy voting record upon request.
LIMITATIONS
The Firm will generally vote on all proxies it receives. However, Miller/Howard Investments may refrain from voting a proxy if the shares are no longer held by the client at the time of the meeting. Unsupervised securities, or securities held below the line, will also be excluded.
Miller/Howard Investments will vote differently from Glass Lewis recommendations if we believe such action is in the best interest of our clients and/or our unique objectives.
ANNUAL REVIEW OF PROXY POLICY
On an annual basis, Miller/Howard Investments will amend or update, as necessary, to remain consistent and current with our proxy practices. Client interests, compliance, and regulatory requirements will be reviewed and addressed.
DISCLOSURE:
Miller/Howard Investments discloses a summary of our proxy voting policy in our Form ADV Part II.
NAVELLIER & ASSOCIATES PROXY VOTING POLICY
Navellier's proxy voting policies and procedures are designed to ensure that proxies are voted in an appropriate manner. In the absence of specific voting guidelines from the Fund, Navellier will vote proxies in a manner that is in the best interests of the Fund, which may result in different voting results for proxies for the same issuer. Navellier shall consider only those factors that relate to the Fund's investment or dictated by the Fund's written instructions, including how its vote will economically impact and affect the value of the Fund's investment (keeping in mind that, after conducting an appropriate cost-benefit analysis, not voting at all on a presented proposal may be in the best interest of the Fund). Navellier has adopted specific voting policies for voting proxies with respect to routine issues, such as board of directors, reclassification of common stock and independent auditors. Navellier has adopted specific voting policies for voting non-routine issues, such as mergers and anti-greenmail provisions. The following are examples of Navellier's policies on specific matters involving routine and non-routine issues:
o Navellier will generally vote for the election of directors (where no corporate governance issues are implicated).
o Navellier will generally vote for proposals that maintain or increase the rights of shareholders.
o Navellier will generally vote for management proposals for merger or reorganization if the transaction appears to offer fair value.
If the proxy includes a routine item that implicates corporate governance changes, a non-routine item where no specific policy applies or a conflict of interest where no specific policy applies, Navellier may engage ISS to determine how the proxies should be voted. If an actual or potential conflict is found to exist, written notification of the conflict will be given to the Fund describing Navellier's vote recommendation or requesting the Fund to vote the proxy directly. If the Fund has not responded before the response deadline, Navellier may engage a non-interested party to independently review Navellier's vote recommendation if the vote is in favor of Navellier's interest, cast its vote as recommended if the vote is against Navellier's interest or abstain from voting if Navellier determines this to be in the best interest of the Fund.
JKMILNE ASSET MANAGEMENT PROXY VOTING POLICY
JKMilne invests exclusively in non-voting securities.
LONGFELLOW INVESTMENT MANAGEMENT CO.
Longfellow invests exclusively in non-voting securities, so they do not have a proxy voting policy.
FARR, MILLER & WASHINGTON, LLC
PROXY VOTING POLICIES
POLICY
Farr, Miller & Washington, LLC, ("FMW") as a matter of policy and practice, has no authority to vote proxies on behalf of its advisory clients except for Institutional ERISA clients only on a case by case basis and also for specific sub-advised mutual funds.
The firm may offer assistance as to proxy matters upon a client's request, but the client always retains the proxy voting responsibility. Farr, Miller & Washington, LLC's policy of having no proxy voting responsibility is disclosed to clients on the investment advisory contract and Form ADV Part II.
For certain sub-advised mutual funds, FMW will have the responsibility for voting proxies for portfolio securities consistent with the best economic interests of the clients. As part of our voting process, FMW has retained an independent third party proxy consultant, RiskMetrics-ISS, a fully outsourced proxy voting service which includes delivery of holdings specific proxy research and recommendations, automated voting with vote override options, full record keeping and a dedicated account management team to support the service.
BACKGROUND
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.
Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser's interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser's proxy voting activities when the adviser does have proxy voting authority.
RESPONSIBILITY
The CCO has the responsibility for the implementation and monitoring of our proxy policy, practices, disclosures and record keeping. For the sub-advised mutual fund client, the firm has delegated its responsibilities under its proxy voting procedures to a third party. We have retained RiskMetrics-ISS ("ISS") to assist in the process of proxy voting.
PROCEDURE
Farr, Miller & Washington, LLC has adopted procedures to implement the firm's policy. To ensure the policy is observed, implemented properly and amended or updated, as appropriate, FMW constantly monitors firm's activities and conducts reviews on a periodic basis. The procedures include the following:
VOTING PROCEDURES:
Any proxy materials received on behalf of the sub-advised mutual fund client will be forwarded or received directly by RiskMetrics-ISS;
Absent material conflicts, ISS will determine how Farr, Miller & Washington, LLC should vote the proxy in accordance with the applicable voting guideline, complete the proxy and vote the proxy in a timely and appropriate manner.
DISCLOSURE
Although FMW's general policy is not to accept proxy voting responsibility from its clients except for institutional ERISA clients on a case by case basis and specific sub-advised mutual funds, FMW provides conspicuously displayed information in its ADV Part II summarizing the proxy voting policy and procedures, including a statement that clients may request information regarding how Farr, Miller & Washington, LLC voted a client's proxies, and that clients may request a copy of these policies and procedures.
CLIENT REQUESTS FOR INFORMATION
All client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to Taylor McGowan, Principal or the CCO, Susan Cantus.
In response to any request FMW will prepare a written response to the client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how Farr, Miller & Washington, LLC voted the client's proxy with respect to each proposal about which client inquired.
VOTING GUIDELINES
For sub-advisers mutual funds that designate FMW as the responsible party to vote proxies, FMW has adopted Risk Metrics-ISS 2009 US Proxy Voting Guidelines which votes in the best economic interest of the client, as they may be amended by ISS from time to time, to further the interest of the funds' shareholders with respect to proxy voting matters. A current summary of the pre-determined proxy voting guidelines adopted by FMW can be found at www.riskmetrics.com/policy.
For the sub-advised mutual funds for which FMW vote proxies, proxies will be voted in accordance with recommendations contained in voting guidelines prepared by RiskMetrics-ISS, except the following:
1. The Proxy Committee may propose a particular vote cast against RiskMetrics-ISS recommendation or may propose an abstention from voting, if the Proxy Committee has determined that such action will serve the best interest of clients.
2. If RiskMetrics-ISS has not made a recommendation on how a particular proxy should be voted, the Proxy Committee will make a voting recommendation, consistent with the best interest of the clients.
3. If RiskMetrics-ISS determines that a conflict of interest exists and therefore is precluded from making a recommendation to a particular vote, the Proxy Committee will make a voting recommendation, consistent with the best interest of the clients.
The Proxy Committee (including Taylor McGowan, Principal and Susan Cantus, CCO) has the authority to override RiskMetrics-ISS recommendations and determine how a proxy should be voted.
CONFLICTS OF INTEREST
FMW will ensure that proxy votes are voted in the Funds' best interest and are not affected by FMW's conflicts of interest. Proxy votes cast based upon the recommendations of an independent third party will be cast according to a pre-determined proxy voting policy.
Farr, Miller & Washington, LLC will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Farr, Miller & Washington, LLC (including its employees) with the issuer of each security to determine if Farr, Miller & Washington, LLC or any of its employees has any financial, business or personal relationship with the issuer. The CCO also monitors any potential conflicts of interest on a periodic basis.
If a material conflict of interest exists, the Proxy Committee will determine whether it is appropriate to disclose the conflict to the affected clients, to give the clients an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third party voting recommendation.
Farr, Miller & Washington, LLC will maintain a record of the voting resolution of any conflict of interest.
RECORDKEEPING
Taylor McGowan or the CCO, Susan Cantus, shall retain the following proxy records in accordance with the SEC's five-year retention requirement.
These policies and procedures and any amendments;
Each proxy statement that Farr, Miller & Washington, LLC receives; *
A record of each vote that Farr, Miller & Washington, LLC casts; *
Any document Farr, Miller & Washington, LLC created that was material to making a decision how to vote proxies, or that memorializes that decision;
A copy of each written request from a client for information on how Farr, Miller & Washington, LLC voted such client's proxies, and a copy of any written response.
* FMW may satisfy this requirement by relying on RiskMetrics-ISS to make and retain on the advisors behalf, a copy of a proxy statement and record of the vote cast (provided FMW has obtained an undertaking from ISS to provide a copy of the record promptly upon request).
BRADFORD & MARZEC LLC
Bradford & Marzec invests exclusively in non-voting securities, so they do not have a proxy voting policy.
AGF INVESTMENTS AMERICA INC.
AGF Investments America Inc. (Emerging Markets Equity Fund) In absence of specific proxy voting guidelines from the Fund, AGF will vote proxies to maximize positive economic effect on shareholder value and to protect rights of shareholders to the best interests the Fund. AGF's proxy voting guidelines are not intended to dictate precisely how each issue must be voted in every circumstance. Rather, the intention is to provide a framework defining how to approach the voting for each issue to ensure a disciplined approach to voting proxies. AGF may retain a third-party company to provide research or other assistance with voting proxies, however the decision making process rests with AGF.
AGF apply the following proxy voting guidelines for non routine matters:
EXECUTIVE COMPENSATION: Will be voted to ensure that the interests of management and shareholders are properly aligned and positive economic shareholder value is not compromised.
EMPLOYEE STOCK PURCHASE PLANS: strategic rationale, shareholder rights, dilution, interest alignment and corporate governance, amongst other matters, will be carefully evaluated.
CORPORATE RESTRUCTURINGS, MERGERS AND ACQUISITIONS: Consideration of strategic rationale, shareholder ratification, financial implications, future economic prospects, changes in corporate governance and their impact on shareholder rights and other related matters shall be considered when voting. Generally, positive economic shareholder value and preserved shareholder rights must be anticipated.
POISON PILLS: Primary objective is to maximize positive economic effect on shareholder value and minimal impact on shareholder rights. A decision to abstain from voting or to vote for contentious poison pills may be in the interest of Client Account's where short term gains timed with the disposal of the security is anticipated.
ANY PROPOSAL AFFECTING SHAREHOLDER RIGHTS: AGF believes that certain fundamental rights of shareholders must be protected and will generally vote in favour of proposals that give shareholders a greater voice in the affairs of the company.
SHARE BLOCKING: AGF has sole discretion in determining whether to enter a vote in markets in which share blocking takes place by considering whether the potential loss resulting from the inability to trade during the blocking period outweighs any potential gain to securityholders through executing the proxy solicitation.
If a potential conflict should arise, AGF will vote proxies to maximize positive economic effect on shareholder value and to protect rights of shareholders to the best interests the Fund. If the conflict of interest arises between a portfolio manager and an issuer, the matter will be referred to the Proxy Voting Committee and the Committee will meet to consider the matter, and make a determination, based upon representations to it, as to how to vote the proxy.
BEDLAM ASSET MANAGEMENT PROXY VOTING POLICY
With the exceptions set out below, we do not usually cast votes at company meetings.
We invest in businesses. If management is doing its job well, we leave them to get on with it. This approach appears passive but the reality is far from the case. We carefully monitor corporate announcements, directors' share transactions, conflicts of interest, option policies and even relatives in the business. We are also very interested in their public profile (such as multiple directorships or sitting on the boards of failed banks, as bad directors have a pattern).
Moreover, we have always talked to management (and usually their competitors and/or suppliers) before investing in any company. This dialogue continues after investing.
If we believe that management has gone awry and there is no evidence of them changing strategy, we will sell the stock - our ultimate proxy vote.
We are hired to invest in good businesses on behalf of clients. Our strict and transparent target price discipline means that we are investing to catch the upswing in the business cycle, and to sell before inevitably it rolls over.
We do not seek to be hired as corporate activists, to change a company's direction or board, or to lobby for it to retire or issue more shares. Prior analysis should have already revealed their policies and whether such an investment fits our model and disciplines.
We believe we will have failed our investors if we become locked in a prolonged battle with the board, or are consistently spending too much of our time - for which clients pay - involved in corporate battles.
SOME EXCEPTIONS
We intend to cast votes:-
i. To protect our investors' interests such as a management or other buy-out at too low a price.
ii. A management request such as a special resolution.
iii. Management remuneration if the given company is performing well but management seeks excessive rewards.
iv. A holding in excess of 2% of the issued equity, on the premise that the larger the percentage of a company owned, the lesser the liquidity so the higher the potential risk to our clients. Thus we must monitor even more closely.
v. Board appointments if a proposed or current director lacks proven competence or has a record of value destruction.
The driving principle behind any vote is the best gain for our investors on a two year view, consistent with our modelling process.
CORNERSTONE REAL ESTATE ADVISERS LLC
PROXY VOTING POLICY
Cornerstone has adopted these proxy voting policies and procedures ("Policy") in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("Advisers Act"), and has designed the Policy to ensure compliance with that Rule as well as with other applicable fiduciary obligations of Cornerstone under other state and federal laws including, but not limited to, the Employee Retirement Income Security Act of 1974, as amended. The Policy may be amended from time to time at the sole discretion of Cornerstone.
GENERAL POLICY
Cornerstone follows this Policy for each of its clients as required by law, unless expressly directed by a client in writing to refrain from voting that client's proxies or to vote in accordance with the client's proxy voting policies and procedures. Additionally, certain circumstances may exist whereby Cornerstone is unable (or believes it to be unreasonable due to the expense of voting) to vote a proxy. Such cases include: (1) where the expense of voting a proxy exceeds the potential value to be gained by voting; (2) where the security is no longer held by a client; (3) where the security is subject to a securities lending arrangement (if any) which prohibits voting; or (4) where Cornerstone is prohibited by law or contract from exercising its voting rights with respect to a particular security. In such cases, Cornerstone will refrain from voting such proxies.
In all other cases, Cornerstone's policy is to vote proxies in accordance with the client's best interest. Cornerstone believes that the client's best interest means the client's best economic interest over the long term -that is, the common interest that all clients share in seeing the value of a common investment increase over time. Clients may have differing political or social interests, but their best economic interest is generally uniform. Additionally, to the extent consistent with economic interests, Cornerstone considers a company's good corporate governance to be important to proxy voting decisions.
USE of AN INDEPENDENT, THIRD-PARTY PROXY VOTING SERVICE
In order to discharge its duties under this policy, Cornerstone receives proxy voting research, analysis and recommendations from RiskMetrics Group ("RMG", formerly "Institutional Shareholder Services"), an independent third party. Cornerstone generally follows the recommendations of RMG, although, in unique circumstances, where Cornerstone has knowledge of additional information, for example, regarding a proposed director and believes that the individual is not suited to be a director of the respective company, Cornerstone may not follow the recommendation of RMG. All decisions with respect to proxy voting, including decisions to override an RMG recommendation may be made only by Cornerstone's Proxy Administrator ("PA") in consultation with the portfolio manager(s) whose clients hold the securities in question.
CONFLICTS OF INTEREST
Cornerstone recognizes that there may be times when its interests (or the interests of one or more Cornerstone employees) may conflict with those of its clients. Cornerstone will not allow a "material conflict of interest" to interfere with its proxy voting decisions. Material conflicts of interest may exist where: (1) the company soliciting the proxy, or a person known to be an affiliate of such company, is a Cornerstone client or is known by the PA to be a client of a Cornerstone affiliate; (2) the company soliciting the proxy, or a person known to be an affiliate of such company, to the knowledge of the PA, is being actively solicited to be a Cornerstone client or the client of a Cornerstone'affiliate; (3) a client or client-supported interest group actively supports a proxy proposal; or (4) Cornerstone (or a Cornerstone officer) has personal or other business relationships with participants in proxy contests, corporate directors or candidates for corporate directorships, or in any other matter coming before shareholders. Where such a conflict may exist, the Cornerstone individual in conflict shall not participate in the decision whether or not to follow the RMG recommendation. Moreover, if Cornerstone, as a company, has a conflict with respect to the proposed vote, it will follow the recommendation of RMG. As discussed above, only Cornerstone's PA may determine to override an RMG recommendation. To the extent Cornerstone's PA believes that he or she may have a conflict of interest with respect to a potential override, the PA will follow the RMG recommendation.
PROXY PROCEDURES
Once a client account is established for which Cornerstone has proxy voting authority, the PA is responsible for receiving and processing proxies for securities held in each such account and ensuring that votes are cast. With respect to each client proxy, Cornerstone receives electronically (either directly or through an affiliate) from RMG relevant proxy materials and RMG's recommendations for each particular proposal. The PA logs in any proxy materials received, matches them to the securities to be voted and confirms that the correct amount of shares, as of the record date, is reflected on the proxy. The PA then reviews RMG's recommendations and, unless conflicted, determines whether to accept RMG's recommendation or override. Any ballot issue under consideration for an override of RMG's recommendation will be forwarded to the relevant portfolio manager(s) for review and recommendation. The PA will forward the decision to RMG (either directly or through Cornerstone's affiliate) for execution.
To the extent any client may instruct Cornerstone to follow the client's own proxy voting policies with respect to that client's account, the PA is responsible for monitoring compliance with such client policies.
RECORDKEEPING
Cornerstone's PA, either internally or through RMG, compiles and maintains information, for each client for which Cornerstone votes proxies, showing the issuer's name, meeting date and manner in which it voted on each proxy proposal. Cornerstone's PA will maintain records of all proxies voted. As required by Rule 204-2 (c) under the Advisers Act, Cornerstone's proxy voting records will include: (1) a copy of this Policy; (2) a copy of any document created by Cornerstone that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and (3) each written client request for proxy voting records and Cornerstone's written response to any (written or oral) client request for such records. Cornerstone will either maintain its own proxy statements and records of votes cast or, as permitted by Rule 204-2(c), such records may be maintained by a third-party service provider such as RMG. To the extent that Cornerstone relies on a third-party service provider, it will obtain from that third-party an undertaking to provide Cornerstone with copies of such records promptly upon request. Proxy voting records will be maintained in an easily accessible place for five years, the first two in Cornerstone's office.
CLIENT REQUESTS FOR INFORMATION
Cornerstone will provide clients with copies of this Policy, as revised from time to time, and will provide any client with information as to how that client's proxies were voted.
REVIEW
This Policy will be subject to review on a periodic basis, as deemed appropriate by cornerstone.
AUGUSTUS ASSET MANAGERS LIMITED
Augustus invests exclusively in non-voting securities, so they do not have a proxy voting policy.
EARNEST PARTNERS LLC PROXY VOTING POLICY
The best interest of clients and plan participants (the "Client") will be the sole consideration of EARNEST Partners (the "Sub-Advisor") when voting proxies of portfolio companies. Each proxy issue will receive individual consideration based on the relevant facts and circumstances. As a general rule, the Sub-Advisor will vote against actions which would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. Following is a partial list of issues that require special attention: classified boards, change of state of incorporation, poison pills, unequal voting rights plans, provisions requiring supermajority approval of a merger, executive severance agreements, and provisions limiting shareholder rights.
In addition, the following will be adhered to unless the Sub-Advisor is instructed otherwise in writing by the Client:
o The Sub-Advisor will not actively engage in conduct that involves an attempt to change or influence the control of a portfolio company.
o The Sub-Advisor will not announce its voting intentions or the reasons for a particular vote.
o The Sub-Advisor will not participate in a proxy solicitation or otherwise seek proxy voting authority from any other portfolio company shareholder.
o The Sub-Advisor will not act in concert with any other portfolio company shareholders in connection with any proxy issue or other activity involving the control or management of a portfolio company.
o All communications with portfolio companies or fellow shareholders will be for the sole purpose of expressing and discussing the Sub-Advisor's concerns for its Clients' interests and not in an attempt to influence the control of management.
With respect to ERISA accounts, the Sub-Advisor will act prudently, solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them. It is the Sub-Advisor's policy to fully comply with all ERISA provisions regarding proxy voting for ERISA accounts and to the extent possible, amend its policies and procedures from time to time to reflect the Department of Labor's views of the proxy voting duties and obligations imposed by ERISA with respect to ERISA accounts.
The Sub-Advisor has designated a Proxy Director. The Proxy Director will consider each issue presented on each portfolio company proxy. The circumstances underlying each proxy issue will be given careful individual attention. The Proxy Director will also use all available resources, including proxy evaluation services, to assist in the analysis of proxy issues. Proxy issues presented to the Proxy Director will be voted in accordance with the judgment of the Proxy Director, taking into account the general policies outlined above and the Sub-Advisor's Proxy Voting Guidelines. Therefore, it is possible that actual votes may differ from these general policies and the Sub-Advisor's Proxy Voting Guidelines. In the case where the Sub-Advisor has a material conflict of interest with a Client, the Proxy Director will utilize the services of outside third party professionals (such as Institutional Shareholder Services) to assist in its analysis of voting issues and the actual voting of proxies to ensure that a decision to vote the proxies was based on the Client's best interest and was not the product of a conflict of interest. In the event the services of an outside third party professional are not available in connection with a conflict of interest, the Sub-Advisor will seek the advice of the Client.
A detailed description of the Sub-Advisor's specific Proxy Voting Guidelines will be furnished upon request. You may also obtain information about how the Sub-Advisor has voted with respect to portfolio company securities by calling, writing, or emailing the Sub-Advisor at:
EARNEST Partners
1180 Peachtree Street NE, Suite 2300
Atlanta, GA 30309
invest@earnestpartners.com
404-815-8772
The Sub-Advisor reserves the right to change these policies and procedures at any time without notice.
ARONSON+JOHNSON+ORTIZ, LP PROXY VOTING POLICY
OVERVIEW
ARONSON+JOHNSON+ORTIZ, LP (AJO), exercises proxy voting responsibilities on behalf of many of its clients pursuant to express or implied authorization in the client's investment management agreement, though some clients retain this authority. In the case of ERISA accounts, AJO, as adviser to the plan, must vote all proxies for the securities managed by AJO, unless the authority to vote proxies is retained by another plan fiduciary.
Each client account is voted by the firm's Proxy Manager, and our proxy voting is overseen by the firm's Proxy Oversight Committee. We have adopted and implemented policies and procedures reasonably designed to ensure proxies are voted in the best interests of clients, in accordance with our fiduciary duties and the requirements of ERISA and of SEC Rule 206(4)-6 under the Investment Advisers Act of 1940.
AJO uses a quantitative approach to investment management, using publicly available data and a proprietary investment model. Our quantitative model does not include subjective analysis of companies and their officers and directors. Therefore, for detailed analyses of proxy issues, AJO will rely primarily on one or more independent third-party proxy voting services, and we will generally vote proxies in accordance with the recommendations we receive from these services. We have procedures in place to ensure the advice we receive is impartial and in the best interests of our clients. We vote each proxy individually and on rare occasions we will not follow the third-party recommendation. We will only vote against the recommendation where it is in the portfolio's best interests to do so and where AJO has no material conflict of interest. We rely solely on the third-party recommendations in situations where AJO has a material conflict of interest (see "Conflicts of Interest," below).
In some instances AJO may abstain from voting a client proxy, particularly when the effect on the client's economic interest or the value to the portfolio is insignificant or the cost of voting the proxy outweighs the benefit to the portfolio.
CONFLICTS OF INTEREST
Actual and potential conflicts of interest, including conflicts of interest of our third- party proxy service, are monitored by AJO's Proxy Oversight Committee. When a conflict is identified, the Committee first makes a determination as to whether the conflict is material. The Committee defines a material conflict as one reasonably likely to be viewed as important by the average shareholder. In the case of a material AJO conflict, we will vote the proxy in accordance with the third-party recommendation, unless the client directs us otherwise or, in the case of an ERISA client, revokes our proxy voting authority in writing. In the case where both AJO and our primary proxy voting service each has a conflict of interest, the Committee will vote the proxy in accordance with the recommendation of our secondary proxy service.
RECORD-KEEPING
AJO will maintain all required proxy voting records for five years or for such longer time as applicable law or client guidelines require. AJO may satisfy some of its record-keeping obligations by utilizing third-party service providers or by relying on records available on EDGAR, the SEC's online document filing and retention system.
VOTE DISCLOSURE
Each proxy voted by AJO for a client account is disclosed to the client quarterly. Clients may receive additional reports of proxies voted on their behalf by AJO by calling us collect at 215/546-7500.
AJO treats proxy votes as the property of the client and will not disclose proxy votes to third parties.
LEE MUNDER CAPITAL GROUP LLC
PROXY VOTING GUIDELINE SUMMARY
VOTING GUIDELINES for Lee Munder Investments, Ltd., the wholly owned registered investment advisor subsidiary of Lee Munder Capital Group (the "Firm") are generally outlined below.
BOARD OF DIRECTORS: Our investment strategies generally favor companies in which
we believe that there are positive growth or other attributes. We generally do
not take positions in companies with the intent of effecting change. As a
result, we would normally vote in favor of the Board slate presented. However,
there are some actions by directors that would result in votes being withheld.
These instances may include: unsatisfactory attendance; actions that appear to
not be in the best interests of shareholders, including implementation of poison
pills, ignoring a shareholder proposal that is approved by a majority of the
shares outstanding, failing to act on takeover offers where the majority of the
shareholders have tendered their shares; where such directors are inside
directors and the inside directors represent a large percentage of the board, or
where such director sits on the audit, compensation, or nominating committees;
directors who enacted egregious corporate governance polices or fail to replace
management as appropriate would be subject to recommendations to withhold votes.
AUDITORS: We would generally vote in favor of the Board recommendation, unless
an auditor has financial interest in or association with the company, and is
therefore not independent; or there is reason to believe that the independent
auditor has rendered an opinion that is neither accurate nor indicative of the
company's financial position. OPTION PLANS: Option plans are generally reviewed
on a case-by-case basis. The major factor we consider is dilution (no more than
10%-12%), although reload and re-pricing options also factor in (which we do not
support either). We will also consider the shareholder cost of the plan.
EMPLOYEE STOCK PURCHASE PLANS: We would review on a case-by-case basis, however,
pricing is an important factor, where in general we would support a purchase
price at least 85 percent of fair market value. We would vote against proposals
to eliminate cumulative voting. Vote for proposals to restore or permit
cumulative voting on a case-by-case basis relative to the company's other
governance provisions. We would vote against proposals to classify the board and
vote for proposals to repeal classified boards and to elect all directors
annually. We would vote against open-ended "any other business". MERGERS AND
CORPORATE RESTRUCTURING: Would be reviewed on a case-by-case basis. Other
proposals: generally reviewed on a case-by-case basis. SHAREHOLDER PROPOSALS:
Would be reviewed on a case-by-case basis. CONFLICTS OF INTEREST: Could exist
when the Firm holds a security issued by a client in client portfolios, and the
Firm is required to vote that security. When there is a potential conflict with
a client the Firm will look to these GUIDELINES and the ISS recommendation for
voting guidance. The Firm will still perform the clerical voting functions.
LONDON COMPANY OF VIRGINIA D/B/A THE LONDON COMPANY PROXY VOTING POLICY
I. POLICY
The London Company of Virginia (the "Adviser") acts as discretionary investment adviser for various clients, including clients governed by the Employee Retirement Income Security Act of 1974 ("ERISA") and registered open-end investment companies ("mutual funds"). The Adviser's authority to vote proxies is established through the delegation of discretionary authority under its investment advisory contracts. Therefore, unless a client (including a "named fiduciary" under ERISA) specifically reserves the right, in writing, to vote its own proxies, the Adviser will vote all proxies in a timely manner as part of its full discretionary authority over client assets in accordance with these Policies and Procedures.
When voting proxies, the Adviser's utmost concern is that all decisions be made solely in the best interest of the client (and for ERISA accounts, plan beneficiaries and participants, in accordance with the letter and spirit of ERISA). The Adviser will act in a prudent and diligent manner intended to enhance the economic value of the assets of the client's account.
II. PURPOSE
The purpose of these Policies and Procedures is to memorialize the procedures and policies adopted by the Adviser to enable it to comply with its fiduciary responsibilities to clients and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended ("Advisers Act"). These Policies and Procedures also reflect the fiduciary standards and responsibilities set forth by the Department of Labor for ERISA accounts.
III. PROCEDURES
The Advisor is ultimately responsible for ensuring that all proxies received by the Adviser are voted in a timely manner and in a manner consistent with the Adviser's determination of the client's best interests. Although many proxy proposals can be voted in accordance with the Adviser's established guidelines (see Section V. "Guidelines" below), the Adviser recognizes that some proposals require special consideration which may dictate that the Adviser makes an exception to the Guidelines. The Adviser will vote the recommendation of Institutional Shareholder Services (ISS) on all proxy votes, unless otherwise directed by the Portfolio Managers.
A. CONFLICTS OF INTEREST
Where a proxy proposal raises a material conflict between the Adviser's interests and a client's interest, including a mutual fund client, the Adviser will resolve such a conflict in the manner described below:
1. VOTE IN ACCORDANCE WITH THE GUIDELINES. To the extent that the Adviser has little or no discretion to deviate from the Guidelines with respect to the proposal in question, the Adviser shall vote in accordance with such pre-determined voting policy.
2. OBTAIN CONSENT OF CLIENTS. To the extent that the Adviser has discretion to deviate from the Guidelines with respect to the proposal in question, the Adviser will disclose the conflict to the relevant clients and obtain their consent to the proposed vote prior to voting the securities. The disclosure to the client will include sufficient detail regarding the matter to be voted on and the nature of the Adviser's conflict that the client would be able to make an informed decision regarding the vote. If a client does not respond to such a conflict disclosure request or denies the request, the Adviser will abstain from voting the securities held by that client's account.
3. CLIENT DIRECTIVE TO USE AN INDEPENDENT THIRD PARTY. Alternatively, a client may, in writing, specifically direct the Adviser to forward all proxy matters in which the Adviser has a conflict of interest regarding the client's securities to an identified independent third party for review and recommendation. Where such independent third party's recommendations are received on a timely basis, the Adviser will vote all such proxies in accordance with such third party's recommendation. If the third party's recommendations are not timely received, the Adviser will abstain from voting the securities held by that client's account.
The Advisor will review the proxy proposal for conflicts of interest as part of the overall vote review process. All material conflict of interest so identified by the Adviser will be addressed as described above in this Section III.A.
B. LIMITATIONS
In certain circumstances, in accordance with a client's investment advisory contract (or other written directive) or where the Adviser has determined that it is in the client's best interest, the Adviser will not vote proxies received. The following are certain circumstances where the Adviser will limit its role in voting proxies:
1. CLIENT MAINTAINS PROXY VOTING AUTHORITY: Where client specifies in writing that it will maintain the authority to vote proxies itself or that it has delegated the right to vote proxies to a third party, the Adviser will not vote the securities and will direct the relevant custodian to send the proxy material directly to the client. If any proxy material is received by the Adviser, it will promptly be forwarded to the client or specified third party.
2. TERMINATED ACCOUNT: Once a client account has been terminated with the Adviser in accordance with its investment advisory agreement, the Adviser will not vote any proxies received after the termination. However, the client may specify in writing that proxies should be directed to the client (or a specified third party) for action.
3. LIMITED VALUE: If the Adviser determines that the value of a client's economic interest or the value of the portfolio holding is indeterminable or insignificant, the Adviser may abstain from voting a client's proxies. The Adviser also will not vote proxies received for securities which are no longer held by the client's account.
4. SECURITIES LENDING PROGRAMS: When securities are out on loan, they are transferred into the borrower's name and are voted by the borrower, in its discretion. However, where the Adviser determines that a proxy vote (or other shareholder action) is materially important to the client's account, the Adviser may recall the security for purposes of voting.
5. UNJUSTIFIABLE COSTS: In certain circumstances, after doing a cost-benefit analysis, the Adviser may abstain from voting where the cost of voting a client's proxy would exceed any anticipated benefits to the client of the proxy proposal.
IV. RECORDKEEPING
In accordance with Rule 204-2 under the Advisers Act, the Adviser will maintain for the time periods set forth in the Rule (i) these proxy voting procedures and policies, and all amendments thereto; (ii) all proxy statements received regarding client securities (provided however, that the Adviser may rely on the proxy statement filed on EDGAR as its records); (iii) a record of all votes cast on behalf of clients; (iv) records of all client requests for proxy voting information; (v) any documents prepared by the Adviser that were material to making a decision how to vote or that memorialized the basis for the decision; and (vi) all records relating to requests made to clients regarding conflicts of interest in voting the proxy.
The Adviser will describe in its Part II of Form ADV (or other brochure fulfilling the requirement of Rule 204-3) its proxy voting policies and procedures and will inform clients how they may obtain information on how the Adviser voted proxies with respect to the clients' portfolio securities. Clients may obtain information on how their securities were voted or a copy of the Adviser's Policies and Procedures by written request addressed to the Adviser. The Adviser will coordinate with all mutual fund clients to assist in the provision of all information required to be filed by such mutual funds on Form N-PX.
V. GUIDELINES
Each proxy issue will be considered individually. The following guidelines are a partial list to be used in voting proposals contained in the proxy statements, but will not be used as rigid rules.
A. OPPOSE
The Adviser will generally vote against any management proposal that clearly has the effect of restricting the ability of shareholders to realize the full potential value of their investment. Proposals in this category would include:
1. Issues regarding the issuer's Board entrenchment and anti-takeover measures such as the following:
a. Proposals to stagger board members' terms;
b. Proposals to limit the ability of shareholders to call special meetings;
c. Proposals to require super majority votes;
d. Proposals requesting excessive increases in authorized common or preferred shares where management provides no explanation for the use or need of these additional shares;
e. Proposals regarding "fair price" provisions;
f. Proposals regarding "poison pill" provisions; and
g. Permitting "green mail".
2. Providing cumulative voting rights.
B. APPROVE
Routine proposals are those which do not change the structure, bylaws, or operations of the corporation to the detriment of the shareholders. Given the routine nature of these proposals, proxies will nearly always be voted with management. Traditionally, these issues include:
1. Election of auditors recommended by management, unless seeking to replace if there exists a dispute over policies.
2. Date and place of annual meeting.
3. Limitation on charitable contributions or fees paid to lawyers.
4. Ratification of directors' actions on routine matters since previous annual meeting.
5. Confidential voting.
Confidential voting is most often proposed by shareholders as a means of eliminating undue management pressure in shareholders regarding their vote on proxy issues.
The Adviser will generally approve these proposals as shareholders can later divulge their votes to management on a selective basis if a legitimate reason arises.
6. Limiting directors' liability
7. Eliminate preemptive right
Preemptive rights give current shareholders the opportunity to maintain their current percentage ownership through any subsequent equity offerings. These provisions are no longer common in the U.S., and can restrict management's ability to raise new capital.
The Adviser generally approves the elimination of preemptive rights, but will oppose the elimination of limited preemptive rights, e.g., on proposed issues representing more than an acceptable level of total dilution.
8. Employee Stock Purchase Plan
9. Establish 401(k) Plan
C. CASE-BY-CASE
The Adviser will review each issue in this category on a case-by-case basis. Voting decisions will be made based on the financial interest of the fund. These matters include:
1. Pay directors solely in stocks
2. Eliminate director mandatory retirement policy
3. Rotate annual meeting location/date
4. Option and stock grants to management and directors
5. Allowing indemnification of directors and/or officers after reviewing the applicable laws and extent of protection requested.
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS:
(a)(1) Registrant's Agreement and Declaration of Trust dated October 25, 1993 is herein incorporated by reference to Exhibit (a)(1) of Post-Effective Amendment No. 8 to Registrant's Registration Statement on Form N-1A (File No. 003-70958), filed with the Securities and Exchange Commission ("SEC") on November 24, 1998.
(a)(2) Certificate of Amendment of Agreement and Declaration of Trust of Corona Investment Trust dated December 11, 1993 is herein incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 8 to Registrant's Registration Statement on Form N-1A (File No. 003-70958), filed with the SEC on November 24, 1998.
(a)(3) Certificate of Amendment of Agreement and Declaration of Trust and Certificate of Trust of the Solon Funds dated June 13, 1994 is herein incorporated by reference to Exhibit (a)(3) of Post- Effective Amendment No. 8 to Registrant's Registration Statement on Form N-1A (File No. 003-70958), filed with the SEC on November 24, 1998.
(a)(4) Certificate of Amendment of Agreement and Declaration of Trust dated
November 10, 1997 is herein incorporated by reference to Exhibit
(1)(d) of Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A (File No. 003-70958), filed with
the SEC on December 17, 1997.
(a)(5) Amended and Restated Agreement and Declaration of Trust dated
October 8, 1998 is herein incorporated by reference to Exhibit
(a)(5) of Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A (File No. 003-70958), filed with
the SEC on November 24, 1998.
(a)(6) Certificate and Declaration of Trust dated December 10, 1998 is herein incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 10 to Registrant's Registration Statement on Form N-1A (File No. 003-70958), filed with the SEC on January 27, 1999.
(a)(7) Certificate of Amendment of Amended and Restated Agreement and Declaration of Trust dated March 24, 2004 is herein incorporated by reference to Exhibit (a)(7) of Post-Effective Amendment No. 18 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on May 3, 2004.
(a)(8) Certificate of Amendment of Amended and Restated Agreement and Declaration of Trust dated November 17, 2006 is herein incorporated by reference to Exhibit (a)(8) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2007.
(b) Amended and Restated By-Laws of the Trust as revised November 18, 2004 are herein incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 26 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on April 14, 2005.
(c) Instruments Defining Rights of Security Holders are herein incorporated by reference to Exhibit (c) of Post-Effective Amendment No. 34 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 19, 2007.
(d)(1) Investment Advisory Agreement between the Registrant and Touchstone Advisors, Inc. is filed herewith.
(d)(2)(i) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Turner Investment Partners, Inc. dated February 17, 2006 is herein incorporated by reference to Exhibit (d)(2) of Post- Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 21, 2006.
(d)(2)(ii) Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Turner Investment Partners, Inc. dated April 1, 2007 is herein incorporated by reference to Exhibit (d)(2)(ii) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2008.
(d)(2)(iii) Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Turner Investment Partners, Inc. dated July 20, 2007 is herein incorporated by reference to Exhibit (d)(2)(iii) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2008.
(d)(2)(iv) Addendum to Sub-Advisory Agreement between Touchstone Advisors, Inc. and Turner Investment Partners, Inc. dated May 15, 2008 is herein incorporated by reference to Exhibit (d)(2)(iv) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(d)(3) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Federated Clover Investment Advisors, with respect to the Value Opportunities Fund, dated December 1, 2008 is herein incorporated by reference to Exhibit (d)(4) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(d)(4) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Federated Clover Investment Advisors, with respect to the Diversified Small Cap Value Fund, dated December 1, 2008 is herein incorporated by reference to Exhibit (d)(5) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(d)(5) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Sands Capital Management dated February 17, 2006 is herein incorporated by reference to Exhibit (d)(7) of Post-Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 21, 2006.
(d)(6) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Miller/Howard Investments Inc. dated May 20, 2008 is herein incorporated by reference to Exhibit (d)(6) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 15, 2008.
(d)(7) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Navellier & Associates, Inc. dated September 29, 2008 is herein incorporated by reference to Exhibit (d)(8) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(d)(8) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Fort Washington Investment Advisors, Inc. dated February 20, 2009 is herein incorporated by reference to Exhibit (d)(9) of Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on May 4, 2009.
(d)(9) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Longfellow Investment Management Co. LLC dated February 19, 2009 is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on May 4, 2009.
(d)(10) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Milne LLC (d/b/a JK Milne Asset Management) dated April 22, 2009 is herein incorporated by reference to Exhibit (d)(10) of Post-Effective Amendment No. 46 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on July 13, 2009..
(d)(11) Sub-Advisory Agreement between Touchstone Advisors, Inc. and AGF Investments America, Inc. dated October 1, 2009 will be filed by amendment.
(d)(12) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Farr, Miller & Washington LLC dated October 1, 2009 is filed herewith.
(d)(13) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Lee Munder Investments, Ltd. dated October 1, 2009 is filed herewith.
(d)(14) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Cornerstone Real Estate Advisers LLC dated October 1, 2009 is filed herewith.
(d)(15) Sub-Advisory Agreement between Touchstone Advisors, Inc. and EARNEST Partners LLC dated October 1, 2009 is filed herewith.
(d)(16) Sub-Advisory Agreement between Touchstone Advisors, Inc. and London Company of Virginia dated October 1, 2009 is filed herewith.
(d)(17) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Bedlam Asset Management PLC dated October 1, 2009 is filed herewith.
(d)(18) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Aronson+Johnson+Ortiz dated October 1, 2009 is filed herewith.
(d)(19) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Bradford & Marzec LLC dated October 1, 2009 is filed herewith.
(d)(20) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Augustus Asset Managers Limited dated October 1, 2009 will be filed by amendment.
(e)(1) Distribution Agreement between the Registrant and Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (e)(1) of Post-Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 21, 2006.
(e)(2) Form of Underwriter's Dealer Agreement is herein incorporated by reference to Exhibit (e)(2) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 1, 2007.
(f) Form of Touchstone Trustee Deferred Compensation Plan is herein incorporated by reference to Exhibit (f) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 12, 2007.
(g) Custodian Agreement between the Registrant and Brown Brother Harriman & Co. dated February 25, 2008 is herein incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(h)(1) Form of Amended Administration Agreement between the Registrant and Touchstone Advisors, Inc. is herein incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 29 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 1, 2007.
(h)(2) Amended Sub-Administration Agreement between Touchstone Advisors, Inc. and JPMorgan Chase Bank, N.A. is filed herewith.
(h)(3) Addendum to Amended Sub-Administration Agreement between Touchstone Advisors, Inc. and JPMorgan Chase Bank, N.A. is herein incorporated by reference to Exhibit (h)(4) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2008.
(h)(4) Transfer Agency Agreement between the Registrant and JPMorgan Chase Bank N.A. (fka Integrated Investment Services, Inc.) is filed herewith.
(h)(5) Addendum to Transfer Agency Agreement between the Registrant and JPMorgan Chase Bank, N.A. is herein incorporated by reference to Exhibit (h)(6) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2008.
(h)(6) Amended Compliance Services Agreement among the Registrant, Touchstone Strategic Trust, Touchstone Investment Trust, Touchstone Tax-Free Trust, Touchstone Variable Series Trust, Touchstone Institutional Funds Trust and JPMorgan Chase Bank, N.A. is herein incorporated by reference to Exhibit (h)(8) of Post-Effective Amendment No. 36 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2008.
(h)(7) Fidelity Bond Allocation Agreement dated April 1, 2008 is herein incorporated by reference to Exhibit (h)(7) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(h)(8) Expense Limitation Agreement is filed herewith.
(h)(9) Expense Limitation Agreement with regards to the Sands Capital
Select Growth Fund is herein incorporated by reference to Exhibit
(h)(9) of Post-Effective Amendment No. 41 to Registrant's
Registration Statement on Form N-1A (File Nos. 003-70958 and
811-08104), filed with the SEC on February 1, 2009.
(i) Opinion and Consent of Counsel is filed herewith.
(j) Consent of Ernst & Young is filed herewith.
(k) Not Applicable.
(l) Not Applicable.
(m)(1) Distribution and Shareholder Services Plan for Class A Shares is filed herewith.
(m)(2) Distribution and Shareholder Services Plan for Class C Shares is filed herewith.
(m)(3) Shareholder Services Plan for Class Z Shares is herein incorporated by reference to Exhibit (m)(3) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(n)(1) Amended and Restated Rule 18f-3 Multiple Class Plan is filed herewith.
(o) Not Applicable.
(p)(1) Code of Ethics for the Registrant is herein incorporated by reference to Exhibit (p)(1) of Post- Effective Amendment No. 27 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on January 30, 2006.
(p)(2) Code of Ethics for Touchstone Advisors, Inc. and Touchstone
Securities, Inc. is herein incorporated by reference to Exhibit
(p)(2) of Post-Effective Amendment No. 28 to Registrant's
Registration Statement on Form N-1A (File Nos. 002-80859 and
811-03651), filed with the
SEC on September 21, 2006.
(p)(3) Code of Ethics for Turner Investment Partners, Inc. is herein incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 17 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on February 5, 2004.
(p)(4) Code of Ethics for Federated Clover Investment Advisors is herein incorporated by reference to Exhibit (p)(4) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(p)(5) Code of Ethics for Sands Capital Management is herein incorporated by reference to Exhibit (p)(12) of Post-Effective Amendment No. 21 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on August 6, 2004.
(p)(6) Code of Ethics for Miller/Howard Investments, Inc. is herein incorporated by reference to Exhibit (p)(6) of Post-Effective Amendment No. 41 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on February 1, 2009.
(p)(7) Code of Ethics for Navellier & Associates, Inc. is herein incorporated by reference to Exhibit (p)(8)(ii) of Post-Effective Amendment No. 40 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on September 15, 2008.
(p)(8) Code of Ethics for Fort Washington Investment Advisors, Inc. is herein incorporated by reference to Exhibit (p)(8) of Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on May 4, 2009.
(p)(9) Code of Ethics for Longfellow Investment Management Co. LLC is herein incorporated by reference to Exhibit (p)(9) of Post-Effective Amendment No. 43 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on May 4, 2009.
(p)(10) Code of Ethics for Milne LLC d/b/a JKMilne Asset Management is herein incorporated by reference to Exhibit (p)(10) of Post-Effective Amendment No. 46 to Registrant's Registration Statement on Form N-1A (File Nos. 003-70958 and 811-08104), filed with the SEC on July 13, 2009..
(p)(11) Code of Ethics for AGF Investments America, Inc. is filed herewith.
(p)(12) Code of Ethics for Farr, Miller & Washington LLC is filed herewith.
(p)(13) Code of Ethics for Lee Munder Investments, Ltd. is filed herewith.
(p)(14) Code of Ethics for Cornerstone Real Estate Advisers LLC is filed herewith.
(p)(15) Code of Ethics for EARNEST Partners LLC is filed herewith.
(p)(16) Code of Ethics for London Company of Virginia d/b/a The London Company is filed herewith.
(p)(17) Code of Ethics for Bedlam Asset Management PLC is filed herewith.
(p)(18) Code of Ethics for Aronson+Johnson+Ortiz is filed herewith.
(p)(19) Code of Ethics for Bradford & Marzec LLC is filed herewith.
(p)(20) Code of Ethics for Augustus Asset Managers Limited is filed herewith.
(q)(1) Powers of Attorney for Phillip R. Cox, Donald C. Siekmann, Robert E. Stautberg and Jill T. McGruder are herein incorporated by reference to Exhibit (q)(1) of Post-Effective Amendment No. 28 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811- 03651), filed with the SEC on September 21, 2006.
(q)(2) Powers of Attorney for H. Jerome Lerner and John P. Zanotti are herein incorporated by reference to Exhibit (q)(2) of Post-Effective Amendment No. 30 to Registrant's Registration Statement on Form N-1A (File Nos. 002-80859 and 811-03651), filed with the SEC on March 12, 2007.
(q)(3) Power of Attorney for Susan J. Hickenlooper is filed herewith.
ITEM 24.
Not Applicable.
ITEM 25. INDEMNIFICATION:
Article VII of the Agreement and Declaration of Trust empowers the Trustees of the Trust, to the full extent permitted by law, to purchase with Trust assets insurance for indemnification from liability and to pay for all expenses reasonably incurred or paid or expected to be paid by a Trustee or officer in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.
Article VI of the By-Laws of the Trust provides that the Trust shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that such person is and other amounts or was an agent of the Trust, against expenses, judgments, fines, settlement and other amounts actually and reasonable incurred in connection with such proceeding if that person acted in good faith and reasonably believed his or her conduct to be in the best interests of the Trust. Indemnification will not be provided in certain circumstances, however, including instances of willful misfeasance, bad faith, gross negligence, and reckless disregard of the duties involved in the conduct of the particular office involved.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:
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) Chief Executive Officer-Touchstone Fund Complex (e) Senior Vice
President-Western & Southern Financial Group* (f) President-IFS Systems,
Inc.
(g) Senior Vice President-W&S Brokerage Services, Inc.*
(h) Director - Western & Southern Financial Group*, Capital Analysts,
Inc., IFS Financial Services, Inc., IFS Systems, Inc., Integrity Life
Insurance Co., National Integrity Life Insurance Company, Touchstone
Securities, Inc., Western & Southern Financial Group Distributors, Inc.*,
LaRosa's, Inc., W&S Brokerage Services, Inc.*
(2) Brian E. Hirsch - Vice President & Chief Compliance Officer-Touchstone Advisors, Inc.
(a) Senior Vice President-IFS Financial Services, Inc.
(b) Vice President & Chief Compliance Officer-Touchstone Fund Complex
(c) Director of Compliance of W&S Brokerage Services, Inc.
(d) Chief Compliance Officer-MMA Praxis Funds, Inc.
(3) Donald J. Wuebbling - Director & Chief Legal Officer-Touchstone Advisors, Inc.
(a) Director-AM Concepts, Inc.*, Touchstone Securities, Inc., IFS Agency
Services, Inc., W&S Financial Group Distributors, Inc.*, IFS Systems,
Inc., Eagle Realty Investments, Inc.*, Insurance Profillment Solutions,
LLC.*, Capital Analysts Inc., Integrity Life Insurance Company,* National
Integrity Life Insurance Company,* WestAd Inc*, Server Vault Corp.*, Todd
Investment Advisors, 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*
(b) Senior Vice President and General Counsel-Western & Southern Life Insurance Company
(c) Senior Vice President -W&S Brokerage Services, Inc.*, Columbus Life Insurance Co.*
(d) Secretary -Eagle Realty Group, LLC.*, IFS Financial Services, Inc., Western & Southern Agency Services, Inc.*, Fort Washington Investment Advisors, Inc., AM Concepts, Inc.*, Columbus Life Insurance Co.*
(e) Assistant Secretary-Eagle Realty Investments, Inc*.
(f) Vice President-AM Concepts, Inc.*
(4) 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., IFS Fund Distributors, Inc., IFS Systems, 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.*
(5) 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.*, IFS Systems, 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.*
(6) Terrie A. Wiedenheft - Senior Vice President and Chief Financial Officer-Touchstone Advisors, Inc.
(a) Senior Vice President and Chief Financial Officer-Fort Washington Investment Advisors, Inc., W&S Brokerage Services, Inc.*, IFS Financial Services, IFS Fund Distributors, Inc., and Touchstone Securities, Inc.
(b) Treasurer & Controller-Touchstone Fund Complex (c) Treasurer of IFS Fund Distributors, Inc.
(7) 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., IFS Systems, 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.
(8) William A. Dent-Senior Vice President - Product Management and Marketing-Touchstone Advisors, Inc.
(a) Vice President-Touchstone Fund Complex
(9) Gregory A. Harris-Vice President-Touchstone Advisors, Inc.
(a) Vice President Fund Administration-Touchstone Fund Complex
(10) Jeffrey K. Ringdahl-Vice President-Touchstone Advisors, Inc.
(a) Vice President Product Management-Touchstone Fund Complex
(11) Rhonda S. Malone-Secretary-Touchstone Advisors, Inc.
(a) Secretary-Touchstone Securities, Inc., W&S Brokerage Services, Inc.*, W&S Financial Group Distributors, Inc.*, IFS Systems, Inc., IFS Fund Distributors, Inc., IFS Agency Services Inc.
(b) Associate Counsel - Securities-Western & Southern Financial Group, Inc.*
(12) Steven M. Graziano-President-Touchstone Advisors, Inc.
(a) Vice President -Touchstone Fund Complex
(b) President - Touchstone Securities, Inc.
(1) Maribeth S. Rahe, President and Director
(a) Director of Todd Investment Advisors, Inc., 3160 National City Tower, Louisville, KY 40202, Capital Analysts Incorporated, Committee of 200/Foundation,Cincinnati USA Regional Chamber, Thunderbird School of Global Management, 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.; Trustee & Treasurer, Cincinnati Arts Association; Advisory Board, Sisters of Notre Dame de Namur; Advisory Board, Xavier University; Advisory Board CincyTech USA; Member Economics Club of Chicago and New York, The Chicago Network; Member, Women's Economic Roundtable; Member Shared Civic Agenda, Cincinnati Chamber of Commerce Economics
(b) Senior Vice President of The Western and Southern Life Insurance Company
(c) President of Tristate Ventures, LLC*
(2) Nicholas P. Sargen, Chief Investment Officer and Director
(a) Director of Todd Investment Advisors, Inc.
(b) Senior Vice President & Chief Investment Officer of The Western and Southern Life Insurance Company, Columbus Life Insurance Company, Integrity Life Insurance Company and National Integrity Life Insurance Company
(c) Chief Investment Officer of Tristate Ventures, LLC*
(d) Director of Good Samaritan Hospital Foundation
(e) Board of Trustees, Good Sam Hospital; Board Member, Xavier University
(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
(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., Todd Investment Advisors, Inc., Capital Analysts, Inc., The Andersons, Convergys Corp. and Fifth Third Bancorp.
(e) Director, Chairman & CEO of WestAd, Inc.
(f) President & Director of Western & Southern Financial Fund
(4) Brendan M. White, Managing Director & Senior Portfolio Manager
(a) Director of The Friars Club
(6) James A. Markley, Managing Director
(a) Director, Sycamore National Bank
(b) Trustee, Corbett Foundation
(7) Roger M. Lanham - Managing Director & Manager
(8) John J. O'Connor, Managing Director
(a) Director of Friars Club Foundation and SC Ministry Foundation
(b) Investment Committee, Province of St John the Baptist
(9) Timothy J. Policinksi, Managing Director
(10) Michele Hawkins, Chief Compliance Officer & Vice President
(a) Investment Committee, Greater Cincinnati Foundation
(11) Donald J. Wuebbling - Secretary & Director See biography above
(12) Margaret C. Bell, Managing Director
(13) Robert L. Walker, Director
(a) Director of Eagle Realty Group, LLC, Integrity Life Insurance Company, Todd Investment Advisors, Inc., Computer Services, Inc. and Tri-Health
(b) Chief Financial Officer of The Western and Southern Life Insurance Company
(14) Richard Jandrain III - Managing Director
(15) Terrie A. Wiedenheft, Senior Vice President and Chief Financial Officer - See biography above
(16) James J. Vance, Vice President & Treasurer - See biography above.
(17) Stephen A. Baker, Managing Director of Private Equity
(a) Director of SeverVault Corp.*, Walnut Hills High School Alumni Foundation, Greater Cincinnati Rowing Foundation, Fortis Security Products, LLC, NeoGenesis Pharmaceuticals, CH Mack, Inc., TCI Medical, Inc., CoMeT Solutions, Inc. and Laboratory Partners, Inc.
(b) Advisory Board, Oxford Bioscience Partners, Triathlon, Medical Ventures, Chrysalis Ventures
(18) Christopher L. Baucom, Managing Director of Private Equity
(a) Director of Biostart and Cincinnati Opera
(19) John P. Bessone, Vice President
(20) Paul D. Cohn, Vice President of Private Equity
(21) Rance G. Duke, Vice President and Sr. Portfolio Manager
(a) Board Member, Spring Grove Cemetery, Bethesda Foundation, Bethesda, Inc. and YMCA of Greater Cincinnati
(b) Member, United Way, Red Cross Partnership Committee
(22) Thomas L. Finn, Vice President and Sr. Portfolio Manager
(a) Director of The Cincinnati Foundation for the Aged
(23) Mark A. Frietch, Managing Director/Investment Operations and Marketing
(24) John J. Goetz, Vice President and Sr. Portfolio Manager
(25) Daniel J. Kapusta, Vice President and Sr. Portfolio Manager
(26) Howard R. Lodge, Vice President and Sr. Portfolio Manager
(27) Bihag N. Patel, Vice President & Sr. Portfolio Manager
(28) David K. Robinson, Vice President
(29) Nancy E. Schultz, Vice President and Controller
(a) Vice President and Controller of IFS Financial Services, Inc.
(30) Charles A. Ulbricht, Vice President and Sr. Portfolio Manager
(31) Scott D. Weston, Vice President and Portfolio Manager
(a) Director of Cincinnati Children's Theatre
(32) Stephen Ball, Vice President
(33) Marty Flesher, Vice President
(34) Jeff Meek, Vice President and Senior Financial Officer
(35) Jonathan Niemeyer, VP Associate General Counsel
(a) Board of Directors, The Pro Foundation Inc., Board of Advisors, David Pollack's Empower Foundation
Turner Investment Partners, Inc. ("Turner") is the investment sub-adviser for the Touchstone Healthcare & Biotechnology, Touchstone Mid Cap and the Touchstone Small Cap Value Opportunities Funds. The principal address of Turner is 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312. Turner is an investment adviser registered under the Advisers Act. Except as stated below, no director, officer or partner of Turner has been engaged in any other business or profession of a substantial nature during the past two fiscal years other than in their capacities as a director or officer of Turner advisory affiliates.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ------------- Thomas R. Trala Turner Funds President Chief Financial and Operating Officer, Secretary Turner Board Member & Investment Chief Partners Pty. Ltd. Operating Officer Turner Investment Board Member, Management LLC President & Chief Operating Officer & Treasurer |
Turner International Ltd. Trustee
Mark D. Turner Turner Investment Chairman Vice Chairman of the Board; Management LLC President, Senior Portfolio Manager The Episcopal Academy Trustee (Newtown Square, PA) 12 |
Robert E. Turner Turner Funds Trustee Chairman of the Board; Chief Investment Officer; Chief Turner Investment Board Member Executive Officer Partners Pty. Ltd. Bradley University Trustee Peoria, IL |
Turner International Ltd. Trustee
Christopher K. McHugh Philadelphia University Trustee
Board Member, Vice President,
Senior Portfolio Manager
Sands Capital Management, LLC ("Sands Capital") is the sub-adviser for the Touchstone Sands Capital Select Growth Fund. The principal business address of Sands Capital is 1101 Wilson Blvd., Suite 2300, Arlington, VA 22209. Sands Capital is an investment adviser registered under the Advisers Act. No director, officer or partner of Sands Capital has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
Miller/Howard Investments, Inc. ("Miller/Howard") is the investment sub-advisor for the Touchstone Premium Yield Fund. The principal address for Miller/Howard Investments is 324 Upper Byrdcliffe Rd., Woodstock, NY 12498. Miller/Howard Investments is a registered investment adviser under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ------------- Lowell G. Miller Overlook Advisers, LLC Pres., CIO, DOR Helen Hamada Overlook Advisers, LLC Managing Dir., CCO Bryan J. Spratt Overlook Advisers, LLC PM, RA John E. Leslie III Overlook Advisers, LLC PM, RA Lee S. Chun Overlook Advisers, LLC Exec. VP, Operations Client Srvcs. Manager |
Overlook Advisors LLC is affiliated with Miller/Howard Investments and has the same owners. It was the General Partner for a hedge fund that has closed (12/31/07).
Navellier & Assoicates, Inc. ("Navellier") is a registered advisor providing sub-advisory services to the Touchstone International Growth Fund. The address of Navellier is One East Liberty Street, Third Floor, Reno, Nevada. No director, officer or partner of Navellier has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
Federated Clover Investment Advisors, a division of Federated Global Investment Management Corp. ("Federated Clover"), an SEC-registered advisor located at 400 Meridian Centre, Ste 200, Rochester, NY 14618, serves as sub-advisor to the Touchstone Diversified Small Cap Value and the Touchstone Value Opportunities Funds. No director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
Longfellow Investment Management Co. ("Longfellow") is a registered advisor providing sub-advisory services to the Touchstone Short Duration Fixed Income Fund. The address of Longfellow is 295 Devonshire St., 6th Fl., Boston, MA 02110. No director, officer or partner of Longfellow has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
Milne LLC d/b/a JKMilne Asset Management ("JKMilne") is a registered advisor providing sub-advisory services to the Touchstone Intermediate Fixed Income Fund. The address of JKMilne is 100 West Station Square Drive, Suite 225, Pittsburgh, Pennsylvania 15219. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ------------- John Milne, CEO Hartwick College Trustee Lutheran Senior Life Trustee Foundation NuVentive Corporation Board of Advisors H. Gregory Moore, Member Blackhill Advisors Partner Blackhill Partners Managing Director AGF Investments America Inc. ------------------------------ |
AGF Investments America Inc. ("AGF") is the sub-adviser for the Touchstone Emerging Markets Equity Fund. The principal business address of AGF is 53 State Street, Boston, Massachusetts, 02109. AGF is an investment adviser registered under the Advisers Act. The business or other connections of each director and officer of the Adviser is currently listed in the Adviser's investment adviser registration on Form ADV (File No. 801-68681) and is hereby incorporated herein by reference thereto.
Farr, Miller & Washington LLC ("FMW") is the sub-adviser for the Touchstone Capital Appreciation Fund. The principal business address of AGF is 1020 19th Street, NW, Suite 200, Washington, DC, 20036. FMW is an investment adviser registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ----------- Michael Farr, President Sibley Hospital Trustee and Chair of and CIO Foundation Lee Munder Capital Group, LLC ------------------------------ |
Lee Munder Capital Group, LLC ("LMCG") is the sub-adviser for the Touchstone Mid Cap Value Fund. The principal business address of LMCG is 200 Clarendon Street, 28th Floor, Boston, MA, 02116. LMCG is an investment adviser registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ------------- Jeffrey Davis, Chief Investment Officer Berklee College of Music Board of Trustees and Investment Committee member Andrew Beja, Portfolio Manager The Connecticut Forum Board Member Lee Munder, Founding partner/general Children's Hospital Trust Board Member partner & member of the Board Folkman Angiogenesis Research Institute Member of Founding Council Leader Dogs for the Blind Member of Advisory Board Rednum Investments, LP Majority Owner M-Air President East Hampton Golf Club Minority Partner LM Partners, LP Partner Laura Munder Inc. Shareholder LM Golf Investments, LLC Member Sunset Automotive LLLC Sole Member Rednum Industries, LLC Member LMPB Associates, Inc. President Southern Olive Partners Partner Rednum Audio Holdings, Inc. Shareholder Palm Beach Day Academy President, Board of Trustees (2006-08) |
Cornerstone Real Estate Advisers LLC ("Cornerstone") is the sub-adviser for the Touchstone Global Real Estate Fund. The principal business address of Cornerstone is 1 Financial Plaza, Suite 1700, Hartford, CT, 06103. Cornerstone is an investment adviser registered under the Advisers Act. The business or other connections of each director and officer of the Adviser is currently listed in the Adviser's investment adviser registration on Form ADV (File No. 801-51633) and is hereby incorporated herein by reference thereto.
EARNEST Partners LLC ("EARNEST Partners") is the sub-adviser for the Touchstone Large Cap Relative Value Fund. The principal business address of EARNEST Partners is 1180 Peachtree Street, Suite 2300, Atlanta, GA, 30309. EARNEST Partners is an investment adviser registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------ ------------- Paul E. Viera EARNEST Holdings, LLC CEO & Managing Member CEO & Manager -------------------------------------------------------------------------------- GREYBULL Partners LLC CEO & Manager GREYBULL Market Neutral Ltd. Director GREYBULL Fund Corp. Director -------------------------------------------------------------------------------- John G. Whitmore GREYBULL Partners LLC COO COO -------------------------------------------------------------------------------- EARNEST Holdings, LLC Secretary -------------------------------------------------------------------------------- James M. Wilson GREYBULL Partners LLC CCO; Secretary CCO; Secretary -------------------------------------------------------------------------------- GREYBULL Fund Corp. Director -------------------------------------------------------------------------------- |
London Company of Virginia d/b/a The London Company ("TLC") is a registered advisor providing sub-advisory services to the Touchstone Small Cap Core Fund. The address of TLC is 1801 Bayberry Court, Suite 301, Richmond, Virginia, 23226. No director, officer or partner of TLC has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
Bedlam Asset Management PLC ("Bedlam") is the sub-adviser for the Touchstone Global Equity Fund. The principal business address of Bedlam is 20 Abchurch Lane, London EC4N 7BB, United Kingdom. Bedlam is an investment adviser registered under the Advisers Act and authorized and regulated by the UK Financial Services Authority. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ----------- Jonathan Compton, Managing Director Layer Marney Properties Director Aronson+Johnson+Ortiz ------------------------------ |
Aronson+Johnson+Ortiz ("AJO") is the sub-adviser for the Touchstone Long/Short Equity Fund. The principal business address of AJO is 230 South Broad Street, 20th Floor, Philadelphia, Pennsylvania, 19102. AJO is an investment adviser registered under the Advisers Act. Except as stated below, no director, officer or partner has been engaged in any business or profession of a substantial nature during the past two fiscal years.
NAME AND POSITION POSITION WITH WITH COMPANY OTHER COMPANY OTHER COMPANY --------------- ------------- ------------- Stuart Kaye, Principal Invesco Global Partner and Head of Research |
Bradford & Marzec LLC ("Bradford & Marzec") is a registered advisor providing sub-advisory services to the Touchstone Core Plus Fixed Income Fund. The address of Bradford & Marzec is 333 S. Hope Street, Suite 4050, Los Angeles, California, 90071. No director, officer or partner of Bradford & Marzec has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
Augustus Asset Managers Limited ("Augustus") is a registered advisor providing sub-advisory services to the Touchstone International Fixed Income Fund. The address of Augustus is One Rockefeller Plaza, 21st Floor, New York, New York, 10020. No director, officer or partner of Augustus has been engaged in any other business or profession of a substantial nature during the past two fiscal years.
ITEM 27. PRINCIPAL UNDERWRITERS:
(a) Touchstone Securities, Inc. acts as underwriter for the Touchstone Fund Complex.
(b) The following are the directors and officers of the underwriter. Unless otherwise noted, the address of the persons named below is 303 Broadway, Cincinnati, Ohio 45202. *The address is 400 Broadway, Cincinnati, Ohio 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 Chief Compliance None Officer Richard K. Taulbee* Vice President None James J. Vance* Treasurer None Terrie A. Wiedenheft Chief Financial Controller/Treasurer Officer Rhonda Malone Secretary None |
(c) None
ITEM 28. 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
JPMorgan
303 Broadway, Suite 900
Cincinnati, OH 45202
(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 Advisers:
Turner Investment Partners, Inc. 1205 Westlakes Drive, Suite 100 Berwyn, PA 19312
Touchstone Advisors, Inc.
303 Broadway, Suite 1100
Cincinnati, OH 45202
Federated Clover Investment Advisors 400 Meridian Centre, Ste 200 Rochester, NY 14618
Sands Capital Management, LLC 1101 Wilson Blvd, Suite 2300 Arlington, VA 22209
Miller/Howard Investments, Inc.
324 Upper Byrdcliffe Road
Woodstock, NY, 12498
Navellier & Associates, Inc. One East Liberty Street, Third Floor Reno, Nevada 89501
Fort Washington Investment Advisors, Inc.
303 Broadway, Suite 1200
Cincinnati, OH 45202
Longfellow Investment Management Co.
295 Devonshire St., 6th Fl.
Boston, MA 02110
JKMilne
100 West Station Square Drive, Suite 225
Pittsburgh, PA 15219
AGF Investments America, Inc.
53 State Street
Boston, MA 02109
Farr, Miller & Washington LLC 1020 19th Street, NW, Suite 200 Washington D.C. 20036
Lee Munder Capital Group, LLC 200 Clarendon Street, 28th Floor Boston, MA 02116
Cornerstone Real Estate Advisers LLC 1 Financial Plaza, Suite 1700 Hartford, CT 06103
EARNEST Partners LLC
1180 Peachtree Street, Suite 2300
Atlanta, GA 30309
The London Company
1801 Bayberry Court, Suite 301
Richmond, VA 23226
Bedlam Asset Management PLC
20 Abchurch Lane
London EC4N 7BB, United Kingdom
Aronson+Johnson+Ortiz
230 South Broad Street, 20th Floor
Philadelphia, PA 19102
Bradford & Marzec LLC
333 S. Hope Street, Suite 4050
Los Angeles, CA 90071
Augustus Asset Managers Limited One Rockefeller Plaza, 21st Floor New York, NY 10020
ITEM 29. MANAGEMENT SERVICES:
None.
ITEM 30. UNDERTAKINGS:
None
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 of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 47 to Registration Statement No. 002-80859 to be signed on its behalf by the undersigned, duly authorized, in the City of Cincinnati, State of Ohio on the 30th day of September, 2009.
TOUCHSTONE FUNDS GROUP TRUST
By: /S/ JILL T. MCGRUDER -------------------------------------- Jill T. McGruder President |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity on the date(s) indicated.
* Trustee September 30, 2009 ---------------------------- Phillip R. Cox * Trustee September 30, 2009 ---------------------------- Robert E. Stautberg * Trustee September 30, 2009 ---------------------------- Donald C. Siekmann * Trustee September 30, 2009 ---------------------------- H. Jerome Lerner * Trustee September 30, 2009 ---------------------------- John P. Zanotti * Trustee September 30, 2009 ---------------------------- Susan J. Hickenlooper /S/ JILL T. MCGRUDER Trustee and September 30, 2009 ---------------------------- President Jill T. McGruder /S/ TERRIE A. WIEDENHEFT Controller, September 30, 2009 ---------------------------- Treasurer and Terrie A. Wiedenheft Principal Financial Officer * By: /S/ JAY S. FITTON ---------------------- Jay S. Fitton (Attorney-in-Fact Pursuant to Power of Attorney) |
EXHIBIT INDEX
(d)(1) Investment Advisory Agreement between the Registrant and Touchstone Advisors, Inc. is filed herewith.
(d)(12) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Farr, Miller & Washington LLC dated October 1, 2009 is filed herewith.
(d)(13) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Lee Munder Investments, Ltd. dated October 1, 2009 is filed herewith.
(d)(14) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Cornerstone Real Estate Advisers LLC dated October 1, 2009 is filed herewith.
(d)(15) Sub-Advisory Agreement between Touchstone Advisors, Inc. and EARNEST Partners LLC dated October 1, 2009 is filed herewith.
(d)(16) Sub-Advisory Agreement between Touchstone Advisors, Inc. and London Company of Virginia dated October 1, 2009 is filed herewith.
(d)(17) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Bedlam Asset Management PLC dated October 1, 2009 is filed herewith.
(d)(18) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Aronson+Johnson+Ortiz dated October 1, 2009 is filed herewith.
(d)(19) Sub-Advisory Agreement between Touchstone Advisors, Inc. and Bradford & Marzec LLC dated October 1, 2009 is filed herewith.
(h)(2) Amended Sub-Administration Agreement between Touchstone Advisors, Inc. and JPMorgan Chase Bank, N.A. is filed herewith.
(h)(4) Transfer Agency Agreement between the Registrant and JPMorgan Chase Bank N.A. (fka Integrated Investment Services, Inc.) is filed herewith.
(h)(8) Expense Limitation Agreement is filed herewith.
(i) Opinion and Consent of Counsel is filed herewith
(j) Consent of Ernst & Young is filed herewith.
(m)(1) Distribution and Shareholder Services Plan for Class A Shares is filed herewith.
(m)(2) Distribution and Shareholder Services Plan for Class C Shares is filed herewith.
(n)(1) Amended and Restated Rule 18f-3 Multiple Class Plan is filed herewith.
(p)(11) Code of Ethics for AGF Investments America, Inc. is filed herewith.
(p)(12) Code of Ethics for Farr, Miller & Washington LLC is filed herewith.
(p)(13) Code of Ethics for Lee Munder Investments, Ltd. is filed herewith.
(p)(14) Code of Ethics for Cornerstone Real Estate Advisers LLC is filed herewith.
(p)(15) Code of Ethics for EARNEST Partners LLC is filed herewith.
(p)(16) Code of Ethics for London Company of Virginia d/b/a The London Company is filed herewith.
(p)(17) Code of Ethics for Bedlam Asset Management PLC is filed herewith.
(p)(18) Code of Ethics for Aronson+Johnson+Ortiz is filed herewith.
(p)(19) Code of Ethics for Bradford & Marzec LLC is filed herewith.
(p)(20) Code of Ethics for Augustus Asset Managers Limited is filed herewith.
(q)(3) Power of Attorney for Susan J. Hickenlooper is filed herewith.
INVESTMENT ADVISORY AGREEMENT
CONSTELLATION FUNDS
AGREEMENT made as of this 17th day of February, 2006, by and between Constellation Funds, a Delaware business trust (the "Trust"), and Touchstone Advisors, Inc. (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain the Adviser to render investment management services with respect to each series of the Trust set forth on Schedule A of this Agreement (each a "Fund" and collectively the "Funds"), and the Adviser is willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:
1. DUTIES OF ADVISER. The Trust employs the Adviser to manage the investment and reinvestment of the assets of the Funds, and to hire (subject to the approval of the Trust's Board of Trustees and, except as otherwise permitted under the terms of any applicable exemptive relief obtained from the Securities and Exchange Commission, or by rule or regulation, a majority of the outstanding voting securities of each Fund) and thereafter supervise the investment activities of one or more sub-advisers deemed necessary to carry out the investment program of each Fund, and to continuously review, supervise and (where appropriate) administer the investment program of each Fund, to determine in its discretion (where appropriate) the securities to be purchased or sold, to provide the Trust with records concerning the Adviser's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Trustees concerning the Adviser's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Adviser shall not relieve the Adviser of its responsibilities under this Agreement.
The Adviser shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations for each such Fund set forth in the Fund's prospectus and statement of additional information as amended from time to time, and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own expense, to render the services and to provide the office space, furnishings and equipment and the personnel (including any sub-advisers) required by it to perform the services on the terms and for the compensation provided herein. The Adviser will not, however, pay for the cost of securities, commodities, and other investments (including brokerage commissions and other transaction charges, if any) purchased or sold for any Fund.
2. FUND TRANSACTIONS. The Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Funds and is directed to use its best efforts to obtain the best net results as described from time to time in the Funds' Prospectus(es) and Statement(s) of Additional Information. The Adviser will promptly communicate to the officers and the Trustees of the Trust such information relating to portfolio transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or be in breach of any obligation owing to the Trust under this Agreement, or otherwise, by reason of its having directed a securities transaction on behalf of the Trust to a broker-dealer in compliance with the provisions of Section 28(e) of the Securities Exchange Act of 1934 or as described from time to time by the Funds' Prospectuses and Statement of Additional Information.
3. COMPENSATION OF THE ADVISER. For the services to be rendered by the Adviser as provided in Sections 1 and 2 of this Agreement, the Trust shall pay to the Adviser compensation at the rate specified on Schedule B or Schedule C, as applicable, of this Agreement. Such compensation shall be paid to the Adviser at the end of each month, and calculated by applying a daily rate, based on the annual percentage rates as specified in the appropriate Schedule, to the assets. The fee shall be based on the average daily net assets for the month involved (less any assets of such Funds held in non-interest bearing special deposits with a Federal Reserve Bank). The Adviser may, in its discretion and from time to time, waive a portion of its fee.
All rights of compensation under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.
4. OTHER EXPENSES. The Adviser shall pay all expenses of printing and mailing reports, prospectuses, statements of additional information, and sales literature relating to the solicitation of prospective clients. The Trust shall pay all expenses relating to mailing to existing shareholders prospectuses, statements of additional information, proxy solicitation material and shareholder reports.
5. EXCESS EXPENSES. If the expenses for any Fund for any fiscal year (including fees and other amounts payable to the Adviser, but excluding interest, taxes, brokerage costs, litigation, and other extraordinary costs) as calculated every business day would exceed the expense limitations imposed on investment companies by any applicable statute or regulatory authority of any jurisdiction in which shares of a Fund are qualified for offer and sale, the Adviser shall bear such excess cost.
However, the Adviser will not bear expenses of any Fund which
would result in the Fund's inability to qualify as a regulated
investment company under provisions of the Internal Revenue
Code. Payment of expenses by the Adviser pursuant to this
Section 5 shall be settled on a monthly basis (subject to
fiscal year end reconciliation) by a reduction in the fee
payable to the Adviser for such month pursuant to Section 3(a)
or 3(b) and, if such reduction shall be insufficient to offset
such expenses, by reimbursing the Trust.
6. REPORTS. The Trust and the Adviser agree to furnish to each other, if applicable, current prospectuses, proxy statements, reports to shareholders, certified copies of their financial statements, and such other information with regard to their affairs as each may reasonably request.
7. STATUS OF ADVISER. The services of the Adviser to the Trust are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services to the Trust are not impaired thereby. The Adviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.
8. CERTAIN RECORDS. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act which are prepared or maintained by the Adviser on behalf of the Trust are the property of the Trust and will be surrendered promptly to the Trust on request.
9. LIMITATION OF LIABILITY OF ADVISER. The duties of the Adviser shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Adviser hereunder. The Adviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby. (As used in this Paragraph 9, the term "Adviser" shall include directors, officers, employees and other corporate agents of the Adviser as well as that corporation itself).
10. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the Trust are or may be interested in the Adviser (or any successor thereof) as directors, partners, officers, or shareholders, or otherwise; directors, partners, officers, agents, and shareholders of the Adviser are or may be interested in the Trust as Trustees, shareholders or otherwise; and the Adviser (or any successor) is or may be interested in the Trust as a shareholder or otherwise. In addition, brokerage transactions for the Trust may be effected through affiliates of the Adviser if approved by the Board of Trustees, subject to the rules and regulations of the Securities and Exchange Commission.
11. LICENSE OF ADVISER'S NAME. The Adviser hereby agrees to grant a license to the Trust for use of its name in the names of the Funds for the term of this Agreement and such license shall terminate upon termination of this Agreement.
12. DURATION AND TERMINATION. This Agreement shall become effective as to a Fund upon its approval by the Trust's Board of Trustees and by the vote of a majority of the outstanding voting securities of each Fund. This Agreement shall continue in effect for a period of more than two years from the date that the Adviser began providing services hereunder only so long as continuance is specifically approved at least annually in conformance with the 1940 Act, however, that if the shareholders of any Fund fail to approve the Agreement as provided herein, the Adviser may continue to serve hereunder in the manner and to the extent permitted by the 1940 Act and rules and regulations thereunder. The foregoing requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.
This Agreement may be terminated as to any Fund at any time, without the payment of any penalty by vote of a majority of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund on not less than 30 days nor more than 60 days written notice to the Adviser, or by the Adviser at any time without the payment of any penalty, on 90 days written notice to the Trust. This Agreement will automatically and immediately terminate in the event of its assignment. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the other party at any office of such party.
As used in this Section 11, the terms "assignment", "interested persons", and a "vote of a majority of the outstanding voting securities" shall have the respective meanings set forth in the 1940 Act and the rules and regulations thereunder; subject to such exemptions as may be granted by the Securities and Exchange Commission under said Act.
13. NOTICE. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Trust, at 303 Broadway, Suite 1100, Cincinnati, OH 45202, Attn: President, and if to the Adviser at 303 Broadway, Suite 1100, Cincinnati, OH 45202, Attn: President.
14. SEVERABILITY. 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.
15. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.
A copy of the Declaration of Trust of the Trust is on file with the Secretary of the State of Delaware, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees, and are not binding upon any of the Trustees, officers, or shareholders of the Trust individually but binding only upon the assets and property of the Trust. Further, the obligations of the Trust with respect to any one Fund shall not be binding upon any other Fund.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.
CONSTELLATION FUNDS
By: /s/ John M. Grady -------------------------------- Attest: _________________ |
TOUCHSTONE ADVISORS, INC.
By: /s/ James H. Grifo -------------------------------- Attest: ----------------- |
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
Name of Fund
Touchstone Intermediate Fixed Income Fund
Touchstone Ultra Short Duration Fixed Income Fund
Touchstone Short Duration Fixed Income Fund
Touchstone Sands Capital Select Growth Fund
Touchstone Mid Cap Fund
Touchstone Healthcare & Biotechnology Fund
Touchstone International Growth Fund
Touchstone Small Cap Value Opportunities Fund
Touchstone Premium Yield Equity Fund
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Long/Short Equity Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
SCHEDULE B
TO THE
INVESTMENT ADVISORY AGREEMENT
This Schedule B shall apply to each of the Funds identified on Schedule B-1 hereto.
(a) GENERAL. The Trust shall pay to the Adviser, as compensation for the Adviser's services and expenses assumed hereunder, a fee determined with respect to each Fund, which shall be composed of the Basic Fee (defined below) and a Performance Adjustment (defined below) to the Basic Fee based upon the investment performance of a class of shares of the Fund in relation to the investment record of a securities index determined by the Trustees of the Trust to be appropriate over the same period.
(b) INDEX, CLASS AND CHANGES TO THE CLASS. The Trustees have initially designated for each Fund the index and class of shares of the Fund identified on Schedule B-1 as the index and class to be used for purposes of determining the Performance Adjustment (referred to herein as the "Index" and the "Class," respectively). From time to time, the Trustees may, by a vote of the Trustees of the Trust voting in person, including a majority of the Trustees who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any such parties, determine that a different class of shares of the Trust representing interests in a Fund other than the Class is most appropriate for use in calculating the Performance Adjustment. If a different class of shares (the "Successor Class") is substituted in calculating the Performance Adjustment the use of a Successor Class of shares for purposes of calculating the Performance Adjustment shall apply to the entire performance period so long as such Successor Class was outstanding at the beginning of such period. In the event that such Successor Class of shares was not outstanding for all or a portion of the Performance Period, it may only be used in calculating that portion of the Performance Adjustment attributable to the period during which such Successor Class was outstanding and any prior portion of the Performance Period shall be calculated using the Successor Class of shares previously designated.
(c) BASIC FEE. The basic fee for a Fund (the "Basic Fee") for any period
shall equal: (i) the Fund's average net assets during such period, multiplied by
(ii) the annual rate identified for such Fund on Schedule B-1 hereto, multiplied
by (iii) a fraction, the numerator of which is the number of calendar days in
the payment period and the denominator of which is 365 (366 in leap years).
(d) PERFORMANCE ADJUSTMENT. The amount of the performance adjustment (the "Performance Adjustment") shall equal: (i) the average net assets of the Fund over the Performance Period (as defined below), multiplied by (ii) the Adjustment Rate (as defined below), multiplied by (iii) a fraction, the numerator of which shall be the number of days in the last month of the Performance Period and the denominator of which shall be 365 (366 in leap years). The resulting dollar figure will be added to or subtracted from the Basic Fee depending on whether the Fund experienced better or worse performance than the Index.
(e) ADJUSTMENT RATE. The adjustment rate (the "Adjustment Rate") shall be as set forth in Schedule B-2 for each Fund, provided, however, that the Performance Adjustment may be further adjusted to the extent necessary to insure that the total adjustment to the Basic Fee on an annualized basis does not exceed the maximum Performance Adjustment identified for such Fund in Schedule B-2.
(f) PERFORMANCE PERIOD. The performance period (the "Performance Period") shall commence on the first day of the month next occurring after this Agreement becomes effective with respect to the Fund (the "Commencement Date"), provided, however, that if this Agreement should become effective on the first day of a month with respect to a Fund, then the Commencement Date shall be the first day of such month. The Performance Period shall consist of a rolling 12-month period that includes the most current month for which performance is available plus the previous 11 months.
(g) MEASUREMENT CALCULATION. The Fund's investment performance will be measured by comparing the (i) opening net asset value of one share of the Class of the Fund on the first business day of the Performance Period with (ii) the closing net asset value of one share of the Class of the Fund as of the last business day of such period. In computing the investment performance of the Fund and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable undistributed realized long-term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Fund, and all cash distributions of the companies whose securities comprise the Index, will be treated as reinvested in accordance with Rule 205-1 or any other applicable rule under the Investment Advisers Act of 1940, as the same from time to time may be amended.
(h) PAYMENT OF FEES. The Management Fee payable hereunder shall be computed daily and paid monthly in arrears.
(i) AVERAGE NET ASSETS. The term "average net assets" of a Fund as used herein for any period shall mean the quotient produced by dividing (i) the sum of the net assets of the Fund, as determined in accordance with procedures established from time to time under the direction of the Board of Trustees of the Trust, for each calendar day of such period, by (ii) the number of such days.
(j) TERMINATION. In the event this Agreement with respect to any Fund is terminated as of a date other than the last day of any month, the Basic Fee shall be computed on the basis of the period ending on the last day on which this Agreement is in effect for such Fund, subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. The amount of any Performance Adjustment to the Basic Fee will be computed on the basis of and applied to the average net assets over the Performance Period ending on the last day on which this Agreement is in effect for such Fund.
SCHEDULE B-1
TO THE
INVESTMENT ADVISORY AGREEMENT
-------------------------------------------------------------------------------- NAME OF FUND PERFORMANCE INDEX ANNUAL BASIC FEE RATE -------------------------------------------------------------------------------- Touchstone Sands Capital Select Russell 1000 Growth Index 0.85% Growth Fund -------------------------------------------------------------------------------- |
SCHEDULE B-2
TO THE
INVESTMENT ADVISORY AGREEMENT
SCHEDULE B-3
TO THE
INVESTMENT ADVISORY AGREEMENT
The tables below describes the applicable advisory fees that the Adviser would receive based on each Fund's performance as compared to its benchmark index over a given performance period:
1. TOUCHSTONE SANDS CAPITAL SELECT GROWTH FUND.
The Base Fee The Base Fee If the Fund: Increases by: If the Fund: Decreases by: ------------ ------------- ------------ ------------- Outperforms the Index by 2.50% or more + 0.15% Underperforms the Index by 2.50% or more - 0.15% Outperforms the Index by 2.49% or less 0.00% Underperforms the Index by 2.49% or less 0.00% |
SCHEDULE C
TO THE
INVESTMENT ADVISORY AGREEMENT
This Schedule C shall apply to each of the Funds identified on Schedule C-1 hereto.
(a) The Trust shall pay to the Adviser a fee for each Fund calculated daily and payable monthly in arrears, computed as a percentage of the average net assets of the Fund for such month at the rate set forth in Schedule C-1 hereto.
(b) The "average net assets" of the Fund for any month shall be equal to the quotient produced by dividing (i) the sum of the net assets of such Fund, determined in accordance with procedures established from time to time by or under the direction of the Board of Trustees of the Trust, for each calendar day of such month, by (ii) the number of such days.
SCHEDULE C-1
TO THE
INVESTMENT ADVISORY AGREEMENT
-------------------------------------------------------------------------------------------------- NAME OF FUND ANNUAL BASIC FEE RATE -------------------------------------------------------------------------------------------------- Touchstone Intermediate Fixed Income Fund 0.40% -------------------------------------------------------------------------------------------------- Touchstone Ultra Short Duration Fixed Income Fund 0.25% -------------------------------------------------------------------------------------------------- Touchstone Short Duration Fixed Income Fund 0.25% -------------------------------------------------------------------------------------------------- Touchstone Mid Cap Fund 0.80% -------------------------------------------------------------------------------------------------- Touchstone Healthcare & Biotechnology Fund 1.00% -------------------------------------------------------------------------------------------------- Touchstone International Growth Fund 0.90% -------------------------------------------------------------------------------------------------- Touchstone Small Cap Value Opportunities Fund 0.95% -------------------------------------------------------------------------------------------------- Touchstone Premium Yield Equity Fund 0.70% on the first $100 million of assets; 0.65% on the value of assets above that amount -------------------------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund 0.75% on first $25 million of assets; 0.70% next $225 million of assets; 0.65% on assets over $250 million -------------------------------------------------------------------------------------------------- Touchstone Core Plus Fixed Income Fund 0.45% on first $100 million of assets; 0.425% on next $$150 million of assets; 0.40% on assets over $250 million -------------------------------------------------------------------------------------------------- Touchstone Emerging Markets Equity Fund 1.10% on first $200 million of assets; 1.05% on next $200 million of assets; 0.95% on assts over $400 million -------------------------------------------------------------------------------------------------- Touchstone Global Equity Fund 0.85% on first $50 million of assets; 0.80% on next $450 million of assets; 0.75% on assets over $500 million -------------------------------------------------------------------------------------------------- Touchstone Global Real Estate Fund 0.80% -------------------------------------------------------------------------------------------------- Touchstone International Fixed Income Fund 0.55% on first $100 million of assets; 0.50% on next $150 million of assets; 0.45% on assets over $250 million -------------------------------------------------------------------------------------------------- Touchstone Large Cap Relative Value Fund 0.70% on first $100 million of assets; 0.65% on assets over $100 million -------------------------------------------------------------------------------------------------- Touchstone Long/Short Equity Fund 1.30% -------------------------------------------------------------------------------------------------- Touchstone Mid Cap Value Fund 0.85% on first $100 million of assets; 0.80% on next $300 million of assets; 0.75% on assets over $400 million -------------------------------------------------------------------------------------------------- Touchstone Small Cap Core Fund 0.85% -------------------------------------------------------------------------------------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE CAPITAL APPRECIATION FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and FARR, MILLER & WASHINGTON LLC, a District of Columbia limited liability company (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Capital Appreciation Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to ________ without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof. Payment will be made to Sub-Advisor within 30 calendar days of the end of the month.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates, provided, however, that the
Sub-Advisor Indemnitees shall look only to Sub-Advisor and its members,
directors and officers for satisfaction of any such losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses).
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 1020 19th St NW, Suite 200, Washington, DC 20036.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- FARR, MILLER & WASHINGTON LLC Attest: BY ------------------------------- ---------------------------- Michael K. Farr Name: President -------------------------- Title: ------------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE MID CAP VALUE FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and LEE MUNDER CAPITAL GROUP, LLC, a Delaware limited liability corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Mid Cap Value Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Adviser shall not be responsible for initiating any legal action or taking any action on behalf of the Fund with respect to any legal proceedings, including class actions or bankruptcies, related to securities or other investments held in the account(s), or the issuers thereof; provided, however, that upon receipt by the Sub-Advisor of legal notices or related materials for the Fund involving securities purchased by the Sub-Advisor for the Fund, the Sub-Advisor shall promptly transmit such legal notices or related materials to the Fund's current sub-administrator, or as otherwise directed by Advisor. Subject to the foregoing, the Advisor hereby expressly retains the right and obligation to take such legal action relating to the securities held in the Fund. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to ________ without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates and the directors, officers and
employees of the Sub-Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 200 Clarendon Street, 28th Floor, Boston, MA 02116.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- --------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- LEE MUNDER CAPITAL GROUP, LLC Attest: BY ------------------------------- --------------------------- Kenneth Swan Name: Chief Executive Officer ------------------------- Title: ------------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE GLOBAL REAL ESTATE FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and CORNERSTONE REAL ESTATE ADVISERS LLC, a Connecticut limited liability corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Global Real Estate Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any written directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to ______of average daily net assets of the Fund without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor in writing; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust in writing, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates over which it has direct control(1) and
the directors, officers and employees of the Sub-Advisor and/or any of such
affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 1 Financial Plaza, Suite 1700, Hartford, Connecticut, 06103. Notices to the Sub-Adviser shall be to the attention of CJ Karbowicz, Chief Legal Officer, with a copy to William E. Bartol, Chief Compliance Officer.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- CORNERSTONE REAL ESTATE ADVISERS LLC Attest: BY ------------------------------- --------------------------- Name: Name: -------------------------- -------------------------- Title: Title: ------------------------- ------------------------ |
SUB-ADVISORY AGREEMENT
TOUCHSTONE LARGE CAP RELATIVE VALUE FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Earnest Partners, LLC, a Delaware limited liability company (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Large Cap Relative Value Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any written directions which the Advisor or the Trust's Board of Trustees may give to the Sub-Advisor from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor shall not be responsible for acting on behalf of the Fund in legal matters such as class actions, settlements and related proofs of claim, or bankruptcies, involving securities purchased or held by the Fund. Should the Sub-Advisor receive notices or related materials for the Fund involving securities purchased by the Sub-Advisor for the Fund, the Sub-Advisor shall transmit copies of such notices to the Fund's current sub-administrator within a commercially reasonable period of time. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time reasonably request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with the officers' certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant), or the compliance by the Sub-Advisor with the federal or state securities laws, involving the affairs of the Trust or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request and shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business. The Sub-Advisor may retain copies of Fund Books and Records as required by applicable law.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) limited access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any broker or dealer, except to the extent that such loss is attributable to Sub-Advisor's negligence, bad faith or willful misfeasance; provided, however, that Sub-Advisor will make commercially reasonable efforts, or as required by law, to require that brokers and dealers selected by Sub-Advisor perform their obligations with respect to the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance
coverage in an appropriate amount and shall provide prior written notice
to the Trust (i) of any material decrease in its insurance coverage; or
(ii) if any material claims will be made on its insurance policies.
Furthermore, the Sub-Advisor shall, upon reasonable request, provide the
Trust with any information it may reasonably require concerning the amount
of or scope of such insurance.
g. In the event of any reorganization or other material change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
i. The Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any custodian, including but not limited to any loss arising from, on account of or in connection with any custodian failing to timely notify the Sub-Advisor of any corporate action or similar transaction, except to the extent of the Sub-Advisor's negligence, bad faith or willful misfeasance.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to _________ without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of securities among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto at least 48 hours prior to the effective date of this Agreement pursuant to Rule 204-3 under the Investment Advisers Act of 1940 (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold harmless the Trust and its directors, officers and employees and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) (collectively, the "Sub-Advisor Indemnitees") against actual losses, claims, damages, or liabilities (including reasonable legal expenses) caused by: (a) the Sub-Advisor and/or any of its affiliates and the directors and officers of the Sub-Advisor and/or any of its affiliates being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor's and/or any of its affiliates' and the directors' and officers' of the Sub-Advisor and/or any of its affiliates willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 1180 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30309.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- EARNEST PARTNERS, LLC Attest: BY ------------------------------- ---------------------------- Name: Name: -------------------------- ------------------------- Title: Title: ------------------------- ------------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE SMALL CAP CORE FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and THE LONDON COMPANY OF VIRGINIA, a Virginia corporation (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Global Real Estate Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to __________of average daily net assets of the Fund without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates and the directors, officers and
employees of the Sub-Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- THE LONDON COMPANY OF VIRGINIA Attest: BY ------------------------------- ---------------------------- Name: Name: -------------------------- ----------------------- Title: Title: ------------------------- ----------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE GLOBAL EQUITY FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and BEDLAM ASSET MANAGEMENT PLC, a United Kingdom public limited company (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 27, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services as sole sub-advisor of the Touchstone Global Equity Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give in writing to the Sub-Advisor from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time reasonably request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide upon request any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide reasonable support to the Advisor
with respect to the marketing of the Fund, including but not limited to:
(i) permission to use the Sub-Advisor's name as provided in Section 5,
(ii) permission to use the past performance and investment history of the
Sub-Advisor with respect to a composite of other funds managed by the
Sub-Advisor that are comparable, in investment objective and composition,
to the Fund, (iii) access to the individual(s) responsible for day-to-day
management of the Fund for marketing conferences, teleconferences and
other activities involving the promotion of the Fund, subject to the
reasonable request of the Advisor, (iv) permission to use biographical and
historical data of the Sub-Advisor and individual manager(s), and (v)
permission to use the names of those clients pre-approved by the
Sub-Advisor to which the Sub-Advisor provides investment management
services, subject to receipt of the consent of such clients to the use of
their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any significant reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement as provided in Sections 2 and 4 hereunder, except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to _________ of average daily net assets of the Fund without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily by the Advisor or its duly named designees. The fee will be paid monthly in arrears and wired to the Sub Advisor within 15 business days of the relevant month end. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof. Following the second full fiscal year of the Fund, the Sub-Advisor will thereafter be paid a minimum annual sub-advisory fee of $. To the extent that sub-advisory fees paid to the Sub-Advisor in the third and any subsequent full fiscal year of the Fund do not equal or exceed $, then the Advisor shall, within 15 business days following the close of the Fund's fiscal year, pay the Sub-Advisor the difference between the aggregate sub-advisory fees paid during the fiscal year and $ from the Advisor's own assets. If, following the second full fiscal year of the Fund, the Fund is liquidated or reorganized or the Sub-Advisor is terminated for any reason, then the guaranteed $ payment shall be prorated as of the date of liquidation, reorganization or termination.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) ("Losses") by reason of or
arising out of: (a) the Sub-Advisor being in material violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Funds' Registration Statement or any written
guidelines or instruction provided in writing by the Board, or (b) the
Sub-Advisor's willful misfeasance, bad faith or gross negligence in the
performance of its duties hereunder or its reckless disregard of its obligations
and duties under this Agreement except to the extent that any Losses arise out
of the willful malfeasance, bad faith or gross negligence of the Sub-Advisor
Indemnitees. The Advisor shall indemnify and hold harmless the Sub-Advisor and
all affiliated persons thereof (within the meaning of Section 2(a)(3) of the
1940 Act) and all controlling persons (as described in Section 15 of the 1933
Act) (collectively, the "Advisor Indemnitees") against any and all Losses by
reason of or arising out of: (a) the Advisor being in material violation of any
applicable federal or state law, rule or regulation or any investment policy or
restriction set forth in the Funds' Registration Statement or any written
guidelines or instruction provided in writing by the Board, or (b) the Advisor's
willful misfeasance, bad faith or gross negligence in the performance of its
duties under this Agreement or the Advisory Agreement, or its reckless disregard
of its obligations and duties under this Agreement or the Advisory Agreement,
except to the extent that any Losses arise out of the willful malfeasance, bad
faith or gross negligence of the Advisor Indemnitees. The duties of the
Sub-Advisor shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Sub-Advisor
hereunder. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates and the directors and officers of the
Sub-Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 20 Abchurch Lane, London EC4N 7BB, United Kingdom.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts both state or federal, in Ohio with reasonably convenient air transportation links with London, with respect to any dispute under this Agreement. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- BEDLAM ASSET MANAGEMENT PLC Attest: BY ------------------------------- ---------------------------- Jonathan Compton Name: Managing Director -------------------------- Title: ------------------------- |
SUB-ADVISORY AGREEMENT
TOUCHSTONE LONG/SHORT EQUITY FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and ARONSON+JOHNSON+ORTIZ, LP, a Delaware limited partnership (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Long/Short Equity Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to ___________ without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
Any information with respect to portfolio management provided by the Sub-Advisor to the Advisor in connection with the performance of the Sub-Advisor's obligations hereunder that is not in the public domain or otherwise known to the Advisor is to be regarded as confidential and for use only by the Advisor or the Advisor's agents in connection with the management and monitoring of the Fund.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates and the directors and officers of the
Sub-Advisor and/or any of its affiliates.
7. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust, other than the Advisor.
8. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
9. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until October 1, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
10. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
11. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 230 South Broad Street, Twentieth Floor, Philadelphia, Pennsylvania 19102.
12. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- ARONSON+JOHNSON+ORTIZ, LP Attest: BY ------------------------------- ---------------------------- Name: Name: -------------------------- -------------------------- Title: Title: ------------------------- ------------------------ |
SUB-ADVISORY AGREEMENT
TOUCHSTONE CORE PLUS FIXED INCOME FUND
TOUCHSTONE FUNDS GROUP TRUST
This SUB-ADVISORY AGREEMENT is made as of October 1, 2009, by and between TOUCHSTONE ADVISORS, INC., an Ohio corporation (the "Advisor"), and Bradford & Marzec LLC, a Delaware limited liability company (the "Sub-Advisor").
WHEREAS, the Advisor is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and has been retained by Touchstone Funds Group Trust (the "Trust"), a Delaware business trust organized pursuant to an Agreement and Declaration of Trust dated October 25, 1993 (as amended) and registered as an open-end diversified management investment company under the Investment Company Act of 1940 (the "1940 Act"), to provide investment advisory services with respect to certain assets of the Touchstone Core Plus Fixed Income Fund (the "Fund"); and
WHEREAS, the Sub-Advisor also is an investment advisor registered under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Advisor desires to retain the Sub-Advisor to furnish it with portfolio management services in connection with the Advisor's investment advisory activities on behalf of the Fund, and the Sub-Advisor is willing to furnish such services to the Advisor and the Fund;
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE SUB-ADVISOR. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.
2. DUTIES OF THE SUB-ADVISOR. The Sub-Advisor will provide the following services and undertake the following duties:
a. The Sub-Advisor will manage the investment and reinvestment of the Fund Assets, subject to and in accordance with the investment objectives, policies and restrictions of the Fund and in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and any directions which the Advisor or the Trust's Board of Trustees may give from time to time with respect to the Fund. In furtherance of the foregoing, the Sub-Advisor will make all determinations with respect to the investment of the Fund Assets and the purchase and sale of portfolio securities and shall take such steps as may be necessary or advisable to implement the same. The Sub-Advisor also will determine the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the portfolio securities will be exercised. The Sub-Advisor will render regular reports to the Trust's Board of Trustees and to the Advisor (or such other advisor or advisors as the Advisor shall engage to assist it in the evaluation of the performance and activities of the Sub-Advisor). Such reports shall be made in such form and manner and with respect to such matters regarding the Fund and the Sub-Advisor as the Trust or the Advisor shall from time to time request; provided, however, that in the absence of extraordinary circumstances, the individual primarily responsible for management of Fund Assets for the Sub-Advisor will not be required to attend in person more than one meeting per year with the trustees of the Trust.
b. The Sub-Advisor shall immediately notify the Advisor if the Sub-Advisor reasonably believes that the value of any security held by the Fund may not reflect fair value. The Sub-Advisor agrees to provide any pricing information of which the Sub-Advisor is aware to the Advisor and/or any Fund pricing agent to assist in the determination of the fair value of any Fund holdings for which market quotations are not readily available or as otherwise required in accordance with the 1940 Act or the Fund's valuation procedures for the purpose of calculating the Fund's net asset value in accordance with procedures and methods established by the Board.
c. Regulatory Compliance.
(i) The Sub-Advisor agrees to comply with the requirements of the 1940 Act, the Advisers Act, the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser. In selecting the Fund's portfolio securities and performing the Sub-Adviser's obligations hereunder, the Sub-Advisor shall cause the Fund to comply with the diversification and source of income requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated investment company. The Sub-Advisor shall maintain compliance procedures that it reasonably believes are adequate to ensure the compliance with the foregoing. No supervisory activity undertaken by the Advisor shall limit the Sub-Advisor's full responsibility for any of the foregoing.
(ii) The Sub-Advisor has adopted a written code of ethics that it
reasonably believes complies with the requirements of Rule 17j-1 under the
1940 Act, which it will provide to the Advisor and the Fund. The
Sub-Advisor shall ensure that its Access Persons (as defined in the
Sub-Advisor's Code of Ethics) comply in all material respects with the
Sub-Advisor's Code of Ethics, as in effect from time to time. Upon
request, the Sub-Advisor shall provide the Fund with (i) a copy of the
Sub-Advisor's current Code of Ethics, as in effect from time to time, and
(ii) a certification that it has adopted procedures reasonably necessary
to prevent Access Persons from engaging in any conduct prohibited by the
Sub-Advisor's Code of Ethics. No less frequently than annually, the
Sub-Advisor shall furnish a written report, which complies with the
requirements of Rule 17j-1, concerning the Sub-Advisor's Code of Ethics to
the Fund and the Advisor. The Sub-Advisor shall respond to requests for
information from the Advisor as to violations of the Code by Access
Persons and the sanctions imposed by the Sub-Advisor. The Sub-Advisor
shall immediately notify the Advisor of any material violation of the
Code, whether or not such violation relates to a security held by any
Fund.
(iii) The Sub-Advisor shall notify the Trust's Chief Compliance Officer and Advisor immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Fund's or the Adviser's policies, guidelines or procedures. In addition, the Sub-Advisor shall provide a quarterly report regarding each Fund's compliance with its investment objectives and policies and applicable law, including, but not limited to the 1940 Act, the Code, and the Fund's and the Advisor's policies, guidelines or procedures as applicable to the Sub-Advisor's obligations under this Agreement. The Sub-Advisor acknowledges and agrees that the Advisor may, in its discretion, provide such quarterly compliance certifications to the Board. The Sub-Advisor agrees to correct any such failure promptly and to take any action that the Board and/or the Advisor may reasonably request in connection with any such breach. The Sub-Advisor shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Sarbanes-Oxley Act. The Sub-Advisor will promptly notify the Trust in the event (i) the Sub-Advisor is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund's ownership of shares in the defendant) or the compliance by the Sub-Advisor with the federal or state securities laws or (ii) the controlling stockholder of the Sub-Advisor changes or an actual change in control resulting in an "assignment" (as defined in the 1940 Act) has occurred or is otherwise proposed to occur.
(iv) The Sub-Advisor shall maintain separate books and detailed records of all matters pertaining to the Fund's assets advised by the Sub-Advisor required by Rule 31a-1 under the 1940 Act (other than those records being maintained by the Advisor, custodian or transfer agent appointed by the Fund) relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed therefore by Rule 31a-2 under the 1940 Act (the "Fund Books and Records" ). The Fund Books and Records shall be available to the Advisor and the Board at any time upon request shall be delivered to the Trust upon the termination of this Agreement and shall be available for telecopying without delay during any day the Fund is open for business.
d. The Sub-Advisor shall provide support to the Advisor with respect to the marketing of the Fund, including but not limited to: (i) permission to use the Sub-Advisor's name as provided in Section 5, (ii) permission to use the past performance and investment history of the Sub-Advisor with respect to a composite of other funds managed by the Sub-Advisor that are comparable, in investment objective and composition, to the Fund, (iii) access to the individual(s) responsible for day-to-day management of the Fund for marketing conferences, teleconferences and other activities involving the promotion of the Fund, subject to the reasonable request of the Advisor, (iv) permission to use biographical and historical data of the Sub-Advisor and individual manager(s), and (v) permission to use the names of those clients pre-approved by the Sub-Advisor to which the Sub-Advisor provides investment management services, subject to receipt of the consent of such clients to the use of their names.
e. The Sub-Advisor will, in the name of the Fund, place orders for the execution of all portfolio transactions in accordance with the policies with respect thereto set forth in the Trust's registration statements under the 1940 Act and the Securities Act of 1933, as such registration statements may be in effect from time to time. When placing orders with brokers and dealers, the Sub-Advisor's primary objective shall be to obtain the most favorable price and execution available for the Fund, and in placing such orders the Sub-Advisor may consider a number of factors, including, without limitation, 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. Consistent with the Conduct Rules of the Financial Industry Regulatory Authority (FINRA), and subject to seeking most favorable price and execution and compliance with Rule 12b-1(h) under the 1940 Act, the Sub-Advisor may select brokers and dealers to execute portfolio transactions of the Fund that promote or sell shares of the Fund. The Sub-Advisor is specifically authorized, to the extent authorized by law (including, without limitation, Section 28(e) of the 1934 Act, to pay a broker or dealer 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 or dealer 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 reasonable benefit from such research services. The Sub-Advisor will present a written report to the Board of Trustees of the Trust, at least quarterly, indicating total brokerage expenses, actual or imputed, as well as the services obtained in consideration for such expenses, broken down by broker-dealer and containing such information as the Board of Trustees reasonably shall request.
f. The Sub-Adviser shall maintain errors and omissions insurance coverage in an appropriate amount and shall provide prior written notice to the Trust (i) of any material changes in its insurance policies or insurance coverage; or (ii) if any material claims will be made on its insurance policies. Furthermore, the Sub-Advisor shall, upon reasonable request, provide the Trust with any information it may reasonably require concerning the amount of or scope of such insurance.
g. In the event of any reorganization or other change in the Sub-Advisor, its investment principals, supervisors or members of its investment (or comparable) committee, the Sub-Advisor shall give the Advisor and the Trust's Board of Trustees written notice of such reorganization or change within a reasonable time (but not later than 30 days) after such reorganization or change.
h. The Sub-Advisor will bear its expenses of providing services to the Fund pursuant to this Agreement except such expenses as are expressly undertaken by the Advisor or the Trust.
3. COMPENSATION OF THE SUB-ADVISOR.
a. As compensation for the services to be rendered and duties undertaken hereunder by the Sub-Advisor, the Advisor will pay to the Sub-Advisor a monthly fee equal on an annual basis to _________ without regard to any total expense limitation of the Trust or the Advisor. Such fee shall be computed and accrued daily. If the Sub-Advisor serves in such capacity for less than the whole of any period specified in this Section 3a, the compensation to the Sub-Advisor shall be prorated. For purposes of calculating the Sub-Advisor's fee, the daily value of the Fund Assets shall be computed by the same method as the Trust uses to compute the net asset value of the Fund for purposes of purchases and redemptions of shares thereof.
b. The Sub-Advisor reserves the right to waive all or a part of its fees hereunder.
4. ACTIVITIES OF THE SUB-ADVISOR. The Sub-Advisor will report to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request, subject to the limitation on personal attendance at such meetings set forth in Section 2a) (i) the financial condition and prospects of the Sub-Advisor, (ii) the nature and amount of transactions affecting the Fund that involve the Sub-Advisor and affiliates of the Sub-Advisor, (iii) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (iv) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Advisor and affiliates of the Sub-Advisor to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Advisor with respect to providing future services to the Fund and its other accounts. The Sub-Advisor agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients.
The Sub-Advisor has supplied to the Advisor and the Trust copies of its Form ADV with all exhibits and attachments thereto (including the Sub-Advisor's statement of financial condition) and will hereafter supply to the Advisor, promptly upon the preparation thereof, copies of all amendments or restatements of such document.
5. USE OF NAMES. Neither the Advisor nor the Trust shall use the name of the Sub-Advisor in any prospectus, sales literature or other material relating to the Advisor or the Trust in any manner not approved in advance by the Sub-Advisor; provided, however, that the Sub-Advisor will approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the SEC or a state securities commission; and provided further, that in no event shall such approval be unreasonably withheld. The Sub-Advisor shall not use the name of the Advisor or the Trust in any material relating to the Sub-Advisor in any manner not approved in advance by the Advisor or the Trust, as the case may be; provided, however, that the Advisor and the Trust shall each approve all uses of their respective names which merely refer in accurate terms to the appointment of the Sub-Advisor hereunder or which are required by the SEC or a state securities commission; and, provided further, that in no event shall such approval be unreasonably withheld.
6. LIABILITY OF THE SUB-ADVISOR. The Sub-Advisor shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Sub-Advisor Indemnitees")
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses) by reason of or arising out of:
(a) the Sub-Advisor being in material violation of any applicable federal or
state law, rule or regulation or any investment policy or restriction set forth
in the Funds' Registration Statement or any written guidelines or instruction
provided in writing by the Board, or (b) the Sub-Advisor's willful misfeasance,
bad faith or gross negligence generally in the performance of its duties
hereunder or its reckless disregard of its obligations and duties under this
Agreement. As used in this Section 6, the term "Sub-Advisor" shall include the
Sub-Advisor and/or any of its affiliates and the directors, officers and
employees of the Sub-Advisor and/or any of its affiliates.
7. LIABILITY OF THE ADVISOR. The Advisor shall indemnify and hold harmless
the Sub-Advisor and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Advisor Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of: (a) the
Advisor being in material violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Funds'
Registration Statement or any written guidelines or instruction provided in
writing by the Board, or (b) the Advisor's willful misfeasance, bad faith or
gross negligence generally in the performance of its duties hereunder or its
reckless disregard of its obligations and duties under this Agreement. As used
in this Section 7, the term "Advisor" shall include the Advisor and/or its
parent, IFS Financial Services, Inc. ("IFS") and the directors and officers of
the Advisor and/or IFS.
8. LIMITATION OF TRUST'S LIABILITY. The Sub-Advisor acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Declaration of Trust. The Sub-Advisor agrees that (i) the
Trust's obligations to the Sub-Advisor under this Agreement (or indirectly under
the Advisory Agreement) shall be limited in any event to the Fund Assets and
(ii) the Sub-Advisor shall not seek satisfaction of any such obligation from the
holders of shares of the Fund, other than the Advisor, nor from any Trustee,
officer, employee or agent of the Trust.
9. FORCE MAJEURE. The Sub-Advisor shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Sub-Advisor shall take all reasonable steps to minimize service interruptions but shall have no liability with respect thereto.
10. RENEWAL, TERMINATION AND AMENDMENT.
a. This Agreement shall continue in effect, unless sooner terminated
as hereinafter provided, until September 30, 2011; and it shall continue
thereafter provided that such continuance is specifically approved by the
parties and, in addition, at least annually by (i) the vote of the holders
of a majority of the outstanding voting securities (as herein defined) of
the Fund or by vote of a majority of the Trust's Board of Trustees and
(ii) by the vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of either the Advisor or the Sub-Advisor,
cast in person at a meeting called for the purpose of voting on such
approval.
b. This Agreement may be terminated at any time, without payment of any penalty, (i) by the Advisor upon not more than sixty (60) days' nor less than thirty (30) days' written notice delivered or mailed by registered mail, postage prepaid, to the Sub-Advisor; (ii) by the Sub-Advisor upon not less than sixty (60) days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor; or (iii) by the Trust upon either (y) the majority vote of its Board or (z) the affirmative vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.
c. This Agreement may be amended at any time by the parties hereto, subject to approval by the Trust's Board of Trustees and, if required by applicable SEC rules and regulations, a vote of the majority of the outstanding voting securities of the Fund affected by such change.
d. The terms "assignment," "interested persons" and "majority of the outstanding voting securities" shall have the meaning set forth for such terms in the 1940 Act.
11. SEVERABILITY. If any provision of this Agreement shall become or shall be found to be invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
12. NOTICE. Any notices under this Agreement shall be in writing addressed and delivered personally (or by telecopy) or mailed postage-paid, to the other party at such address as such other party may designate in accordance with this paragraph for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and that of the Advisor for this purpose shall be 303 Broadway, Suite 1100, Cincinnati, Ohio 45202 and that the address of the Sub-Advisor shall be 333 South Hope St, Suite 4050, Los Angeles, CA 90071.
13. MISCELLANEOUS. Each party agrees to perform such further actions and execute such further documents as are necessary to effectuate the purposes hereof. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Ohio and the Sub-Advisor consents to the jurisdiction of courts, both state or federal, in Ohio, with respect to any dispute under this Agreement.. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously 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.
THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names and on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.
TOUCHSTONE ADVISORS, INC.
Attest: BY ------------------------------- ---------------------------- Jill T. McGruder Name: Chief Executive Officer ------------------------- Title: ------------------------- BRADFORD & MARZEC, LLC Attest: BY ------------------------------- ---------------------------- Zelda Marzec Name: Managing Member -------------------------- Title: ------------------------- |
Attest: BY ------------------------------- ------------------------ Edward Bradford Name: Managing Member -------------------------- Title: ------------------------- |
SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 1st day of March, 2006 (the "Effective Date") by and between Touchstone Advisors, Inc., an Ohio corporation (the "Administrator") and JPMorgan Chase Bank, N.A. (f/k/a Integrated Fund Services, Inc.), having its principal place of business in Ohio (the "Sub-Administrator").
THIS AGREEMENT has been amended as of September 17, 2007 to (i) reflect
that the Administrator will provide administrative services to Touchstone
Institutional Funds Trust (f/k/a Constellation Institutional Portfolios) and the
Administrator desires to retain the Sub-Administrator to assist in performing
certain administrative services to this Trust, (ii) amend Schedules A and B,
(iii) reflect the acquisition of Integrated Investment Services, Inc. by
JPMorgan Chase Bank, N.A., and (iv) amend Article 4 of this Agreement.
WHEREAS, the Administrator and Touchstone Institutional Funds Trust, Touchstone Funds Group Trust, Touchstone Strategic Trust, Touchstone Tax-Free Trust, Touchstone Investment Trust and Touchstone Variable Series Trust (individually a "Trust" and collectively the "Trusts") have entered into an Administration Agreement, as amended (the "Administration Agreement") pursuant to which the Administrator will provide administrative services to the Trusts; and
WHEREAS, the Administrator desires to retain the Sub-Administrator to assist in performing certain administrative services to each series of the Trust (individually a "Fund" and collectively the "Funds") and the Sub-Administrator is willing to perform such services on the terms and conditions hereinafter set forth herein;
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, Administrator and the Sub-Administrator hereby agree as follows:
ARTICLE 1. Retention of the Sub-Administrator. Administrator hereby retains the Sub-Administrator to furnish the Funds with administrative services as set forth in Article 2 below. The Sub-Administrator hereby accepts such employment to perform the duties set forth below. The Sub-Administrator shall, for all purposes herein, be deemed to be an independent contractor.
ARTICLE 2. Sub-Administrative and Accounting Services. The Sub-Administrator shall perform or supervise the performance by others of the administrative services set forth in Schedule B hereto, including activities related to the Funds' fiscal year-end financial statement preparation, and made a part of this Agreement. The Sub-Administrator may sub-contract with third parties to perform certain of the services to be performed by the Sub-Administrator hereunder; provided, however, that the Sub-Administrator shall remain principally responsible to Administrator for the acts and omissions of such other entities. In meeting its duties hereunder, the Sub-Administrator shall have the general authority to do all acts deemed in the Sub-Administrator's good faith belief to be necessary and proper to perform its obligations under this Agreement.
ARTICLE 3. Compensation of the Sub-Administrator. The Administrator shall pay to the Sub-Administrator compensation at the annual rate specified in Schedule A to this Agreement until this Agreement is terminated in accordance with Article 5. Such compensation shall be calculated and accrued daily, and paid to the Sub-Administrator monthly. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, the Sub-Administrator's compensation for that part of the month in which this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of the Sub-Administrator's compensation for the preceding month shall be made within 30 days after receipt of invoice. In addition, the Administrator agrees to reimburse the Sub-Administrator for the Sub-Administrator's reasonable out of pocket expenses in providing services hereunder, so long as Sub-Administrator receives prior consent in writing from the Administrator.
ARTICLE 4. Limitation of Liability of the Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages.
So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement.
The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so shall not affect the rights hereunder. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof.
The Administrator shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator.
The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts.
Also, the Sub-Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator.
Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.
ARTICLE 5. Duration and Termination of this Agreement. This Agreement
shall be in full force and effect upon the Effective Date. The initial term of
this Agreement will end one (1) year after the Effective Date. ("Initial Term").
Upon conclusion of the Initial Term, this Agreement will automatically remain in
full force and effect for a one (1) year renewable term, and for succeeding one
(1) year renewable terms thereafter, unless the Agreement is terminated as
provided below. The Administrator or the Sub-Administrator may elect to
terminate this Agreement as of the last day of the Initial Term or any renewal
term by notifying the other in writing not less than ninety (90) days prior to
the end of the then current term.
This Agreement may be terminated only: (a) by either party hereto on such date as is specified in written notice given by the terminating party, in the event of a material breach of this Agreement by the other party, provided the terminating party has notified the other party of such material breach at least 45 days prior to the specified date of termination and the breaching party has not remedied such breach by the specified date; or (b) as to any Fund or any Trust, effective upon the liquidation of such Fund or Trust, as the case may be. For purposes of this paragraph, the term "liquidation" shall mean a transaction in which the assets of the Trust or a Fund are sold or otherwise disposed of and proceeds there from are distributed in cash to the shareholders in complete liquidation of the interests of such shareholders in the entity. After termination of this Agreement for so long as the Sub-Administrator in fact continues to perform any one or more services contemplated by this Agreement, the provisions of this Agreement, including without limitation the provisions regarding limitation of liability and indemnification, shall continue in full force and effect.
Notwithstanding the foregoing, this Agreement shall terminate automatically upon termination of the Administration Agreement; provided, however, that no such termination of this Agreement shall occur if and to the extent the Administrator or any control affiliate thereof is named as, or otherwise becomes, the successor administrator to a Trust. If this Agreement is terminated pursuant to this paragraph, and the Administrator proposes or causes, directly or indirectly, a Trust to retain a third party other than the Sub-Administrator to serve as successor administrator or sub-administrator to the Trust, the Sub-Administrator will be entitled to a one time cash payment equal to the net present value of the profits the Sub-Administrator would have earned during the remainder of the then-current term of the contract based on the fee rate set forth in Schedule A hereto applied to the average daily net assets of the Trust during the six month period immediately preceding such termination.
ARTICLE 6. Activities of the Sub-Administrator. The services of the Sub-Administrator rendered to the Administrator are not to be deemed to be exclusive. The Sub-Administrator is free to render such services to others and to have other businesses and interests.
ARTICLE 7. Confidentiality. The Sub-Administrator agrees on behalf of itself and its employees to treat confidentially all records and other information relative to the Administrator and each Trust and its shareholders received by the Sub-Administrator in connection with this Agreement, including any non-public personal information as defined in Regulation S-P, and that it shall not use or disclose any such information except for the purpose of carrying out the terms of this Agreement; provided, however, that the Sub-Administrator may disclose such information as required by law or after prior notification to and approval in writing by the Administrator or a Trust, which approval may not be withheld where the Sub-Administrator may be exposed to civil or criminal contempt proceedings or penalties for failure to comply.
ARTICLE 8. Certain Records. The Sub-Administrator shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or maintained by the Sub-Administrator on behalf of the Trusts shall be prepared and maintained at the expense of the Sub-Administrator, but shall be the property of the Trusts and will be made available to or surrendered promptly to the Administrator or the Trusts on request.
In case of any request or demand for the inspection of such records by another party, the Sub-Administrator shall notify the Administrator and follow the Administrator's instructions as to permitting or refusing such inspection; provided that the Sub-Administrator may exhibit such records to any person in any case where it is advised by its counsel that it may be held liable for failure to do so, unless (in cases involving potential exposure only to civil liability) the Administrator has agreed to indemnify the Sub-Administrator against such liability.
ARTICLE 9. Compliance With Governmental Rules and Regulations. The Sub-Administrator undertakes to comply in all material respects with applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by the Sub-Administrator hereunder.
ARTICLE 10. Representations of the Administrator. The Administrator certifies to the Sub-Administrator that this Agreement has been duly authorized by the Administrator and, when executed and delivered by the Administrator, will constitute a legal, valid and binding obligation of the Administrator, enforceable against the Administrator in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.
ARTICLE 11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement, draft or proposal with respect to the subject matter hereof. This Agreement or any part hereof may be changed or waived only by an instrument in writing signed by the party against which enforcement of such change or waiver is sought.
ARTICLE 12. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party.
ARTICLE 13. Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.
ARTICLE 14. Notice. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, federal express (or substantially similar delivery service), postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to Administrator, at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202; and if to the Sub-Administrator at 303 Broadway, Suite 1100, Cincinnati, Ohio 45202.
ARTICLE 15. Force Majeure. No breach of any obligation of a party to this Agreement will constitute an event of default or breach to the extent it arises out of a cause, existing or future, that is beyond the control and without negligence of the party otherwise chargeable with breach or default, including without limitation: work action or strike; lockout or other labor dispute; flood; war; riot; theft; earthquake or natural disaster. Either party desiring to rely upon any of the foregoing as an excuse for default or breach will, when the cause arises, give to the other party prompt notice of the facts which constitute such cause; and, when the cause ceases to exist, give prompt notice thereof to the other party.
ARTICLE 16. Equipment Failures. In the event of equipment failures beyond the Sub-Administrator's control, the Sub-Administrator shall, at no additional expense to the Administrator, take reasonable and prompt steps to minimize service interruptions but shall have no liability with respect thereto. The Administrator shall develop and maintain a plan for recovery from equipment failures which may include contractual arrangements with appropriate parties making reasonable provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.
ARTICLE 17. Definitions of Certain Terms. The terms "interested person" and "affiliated person," when used in this Agreement, 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.
ARTICLE 18. Headings. All Article headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the contract requires.
ARTICLE 19. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Ohio, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 20. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
ARTICLE 21. Binding Agreement. This Agreement, and the rights and obligations of the parties hereunder, shall be binding on, and inure to the benefit of, the parties and their respective successors and assigns.
ARTICLE 22. Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.
TOUCHSTONE ADVISORS, INC.
By: /s/ William A. Dent ------------------- Name: William A. Dent Title: Vice President |
JPMORGAN CHASE BANK, N.A.
By: /s/ Roy E. Rogers ----------------- Name: Roy E. Rogers Title: Senior Vice President |
SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED SEPTEMBER 17, 2007
BETWEEN
TOUCHSTONE ADVISORS, INC.
AND
JPMORGAN CHASE BANK, N.A.
FEES: Pursuant to Article 3, the Administrator shall pay the Sub-Administrator an asset based fee calculated based on the total daily net assets of all of the Trusts. The asset based fee due to the Sub-Administrator will be deducted and paid to the Sub-Administrator from the Administrator's monthly fee. The daily net asset fee is at the following annual rates:
Percentage Rate Average Daily Net Assets --------------- ------------------------ 0.035% First $ 5,000,000,000 0.030% Next 5,000,000,000 0.025% Over 10,000,000,000 |
The fees stated above shall be subject to an annual minimum charge of $62,500 per Fund. A Fund with multiple class structures shall incur an additional charge of $1,000 for each additional class.
TERM: This amended Schedule shall become effective on September 1, 2009 and shall continue in effect through December 31, 2010.
Agreed to by:
TOUCHSTONE ADVISORS, INC.
By: /s/ Steven M. Graziano ---------------------- Name: Steven M. Graziano Title: President |
JPMORGAN CHASE BANK, N.A.
By: /s/ Roy E. Rogers ----------------- Name: Roy E. Rogers Title: Managing Director |
SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
DATED SEPTEMBER 17, 2007
BETWEEN
TOUCHSTONE ADVISORS, INC.
AND
JPMORGAN CHASE BANK, N.A.
LIST OF SERVICES
ADMINISTRATIVE SERVICES
1. Prepare and file pre- and post-effective amendments to the registration statements and other documents on behalf of the Funds with the Securities and Exchange Commission and other federal and state regulatory authorities as required by law.
2. Coordinate the scheduling of Board of Trustees' meetings, prepare the appropriate reports to the trustees and record and maintain the minutes.
3. Maintain all books and records of each Fund as required by federal and state laws.
4. Coordinate the preparation, filing and distribution of proxy materials and periodic reports as required by law.
5. Coordinate and monitor third-party services.
6. Establish and maintain procedures for the Trusts' compliance with federal and state rules and regulations.
7. Provide reports necessary for the Trusts' investment adviser to monitor compliance with federal and state rules and regulations.
8. Provide officers for the Trusts, if desired.
9. Prepare financial statements and supporting statements, footnotes, per share information and schedule of investments for inclusion in the semiannual and annual reports.
10. Conduct portfolio compliance training for Fund management and the investment adviser.
ACCOUNTING SERVICES
1. Calculate net asset value and per share net asset value in accordance with the 1940 Act and the Trusts' prospectuses.
2. Record all security transactions including appropriate gains and losses from the sale of portfolio securities.
3. Record interest income and dividend income.
4. Record each Fund's capital share activities based upon purchase and redemption transactions received by the transfer agent.
5. Calculate a daily cash figure for investment purposes.
6. Monitor and seek authorization for payment of expenses of each Fund.
7. Periodically report to each Trust or its authorized agents share purchases and redemptions and trial balances of each Fund.
8. Prepare the necessary supporting computations on a book and tax basis to ensure each Fund complies with the requirements of Section 851 of the Internal Revenue Code.
9. Facilitate and perform tax planning and administration.
10. Monitor all tax compliance calculations to ensure that each Fund qualifies as a regulated investment company pursuant to Subchapter M of the Internal Revenue Code.
11. Assist independent accountants with the annual audit by preparing necessary annual audit work papers.
12. Generate fund performance calculations (including after-tax returns) and automated report dissemination.
13. Maintain complete, accurate and current all records with respect to the Trusts required to be maintained by the Trusts under the Internal Revenue Code of 1986, as amended (the "Code"), and under the rules and regulations of the 1940 Act, and preserve said records in the manner and for the periods prescribed in the Code and the 1940 Act.
AGREEMENT dated as of November 20, 2006 between Touchstone Funds Group Trust (the "Trust"), a Delaware business trust, and Integrated Investment Services, Inc. ("Integrated"), an Ohio corporation.
WHEREAS, the Trust is an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, shares of beneficial interest in the Trust are divided into separate series (each, along with any series which may in the future be established, a "Fund," collectively the "Funds"); and
WHEREAS, the Trust wishes to employ Integrated to serve as its transfer, shareholder servicing and dividend disbursing agent on behalf of the Funds; and
WHEREAS, Integrated wishes to provide such services to the Trust under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement, the Trust and Integrated agree as follows:
1. APPOINTMENT.
The Trust hereby employs Integrated as agent to perform those services described in this Agreement for the Trust. Integrated shall act under such appointment and perform the obligations thereof upon the terms and conditions hereinafter set forth.
2. DOCUMENTATION.
The Trust will furnish from time to time the following documents:
A. Each resolution of the Board of Trustees of the Trust authorizing the original issue of the shares of the Funds;
B. Each Registration Statement filed with the Securities and Exchange Commission (the "SEC") and amendments thereof;
C. A certified copy of the Agreement and Declaration of Trust and the Bylaws of the Trust and each amendment thereto;
D. Certified copies of each resolution of the Board of Trustees authorizing officers to give instructions to Integrated;
E. Copies of all agreements with service providers on behalf of the Funds, including advisory agreements, sub-advisory agreements, underwriting and dealer agreements and custody agreements in effect;
F. Copies of all documents relating to special investment or withdrawal plans which are offered or may be offered in the future by the Trust and for which Integrated is to act as plan agent; and
G. Such other certificates, documents or opinions that Integrated may, in its discretion, deem necessary or appropriate in the proper performance of its duties.
3. INTEGRATED TO RECORD SHARES.
Integrated shall record the issuance of shares of the Funds and maintain pursuant to applicable rules of the SEC a record of the total number of shares of the Funds which are authorized, issued and outstanding, based upon data provided to it by the Trust. Integrated shall also provide the Trust on a regular basis or upon reasonable request the total number of Fund shares which are authorized, issued and outstanding, but shall have no obligation when recording the issuance of Fund shares, except as otherwise set forth herein, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust. Integrated shall not handle physical shares.
4. INTEGRATED TO VALIDATE TRANSFERS.
Upon receipt of a proper request for transfer and upon surrender to Integrated of certificates, if any, in proper form for transfer, Integrated shall approve such transfer and shall take all necessary steps to effectuate the transfer as indicated in the transfer request. Upon approval of the transfer, Integrated shall notify the Trust in writing of each such transaction and shall make appropriate entries on the shareholder records maintained by Integrated.
5. RECEIPT OF FUNDS.
Upon receipt of any check or other instrument drawn or endorsed to it as agent for, or identified as being for the account of, the Trust or a Fund, Integrated shall stamp the check or instrument with the date of receipt, determine the amount thereof due each Fund and shall forthwith process the same for collection. Upon receipt of notification of receipt of funds eligible for share purchases in accordance with the Trust's then current prospectus and statement of additional information, Integrated shall notify the Trust, at the close of each business day, in writing of the amount of said funds credited to the Trust and deposited in its account with the Custodian.
6. PURCHASE ORDERS.
Upon receipt of an order for the purchase of shares of a Fund, accompanied by sufficient information to enable Integrated to establish a shareholder account, Integrated shall, as of the next determination of net asset value after receipt of such order in accordance with the Trust's then current prospectus and statement of additional information, compute the number of shares due to the shareholder, credit the share account of the shareholder, subject to collection of the funds, with the number of shares so purchased, shall notify the Trust in writing or by computer report at the close of each business day of such transactions and shall mail to the shareholder and/or dealer of record a notice of such credit when required by applicable securities laws or regulations.
7. RETURNED CHECKS.
In the event that Integrated is notified by the Trust's Custodian that any check or other order for the payment of money is returned unpaid for any reason, Integrated will:
A. Give prompt notification to the Trust of the non-payment of said check;
B. In the absence of other instructions from the Trust, take such steps as may be necessary to redeem any shares purchased on the basis of such returned check and cause the proceeds of such redemption plus any dividends declared with respect to such shares to be credited to the account of the Trust and to request the Trust's Custodian to forward such returned check to the person who originally submitted the check; and
C. Notify the Trust of such actions and correct the Trust's records maintained by Integrated pursuant to this Agreement.
8. DIVIDENDS AND DISTRIBUTIONS.
The Trust shall furnish Integrated with appropriate evidence of Trustee action authorizing the declaration of dividends and other distributions. Integrated shall establish procedures in accordance with the Trust's then current prospectus and statement of additional information and with other authorized actions of the Trust's Board of Trustees under which it will have available from the Custodian or the Trust any required information for each dividend and other distribution. After deducting any amount required to be withheld by any applicable laws, Integrated shall, as agent for each shareholder who so requests, invest the dividends and other distributions in full and fractional shares in accordance with the Trust's then current prospectus and statement of additional information. If a shareholder has elected to receive dividends or other distributions in cash, then Integrated shall disburse dividends to shareholders of record in accordance with the Trust's then current prospectus and statement of additional information. Integrated shall, on or before the mailing date of such checks, notify the Trust and the Custodian of the estimated amount of cash required to pay such dividend or distribution, and the Trust shall instruct the Custodian to make available sufficient funds therefore in the appropriate account of the Trust. Integrated shall mail to the shareholders periodic statements, as requested by the Trust, showing the number of full and fractional shares and the net asset value per share of shares so credited. When requested by the Trust, Integrated shall prepare and file with the Internal Revenue Service, and when required, shall address and mail to shareholders, such returns and information relating to dividends and distributions paid by the Trust as are required to be so prepared, filed and mailed by applicable laws, rules and regulations.
9. UNCLAIMED DIVIDENDS AND UNCLAIMED REDEMPTION PROCEEDS.
Integrated shall, at least annually, furnish in writing to the Trust the names and addresses, as shown in the shareholder accounts maintained by Integrated, of all shareholders for which there are, as of the end of the calendar year, dividends, distributions or redemption proceeds for which checks or share certificates mailed in payment of distributions have been returned. Integrated shall use its best efforts to contact the shareholders affected and to follow any other written instructions received from the Trust concerning the disposition of any such unclaimed dividends, distributions or redemption proceeds.
10. REDEMPTIONS AND EXCHANGES.
A. Integrated shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Integrated. Upon its approval of such redemption transactions, Integrated, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Integrated shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Integrated and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired subject to approval and verification of the appropriate amounts by the Trust in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Integrated. If Integrated or the Trust determines that a request for redemption does not comply with the requirements for redemptions in accordance with the Trust's then current prospectus and statement of additional information, Integrated shall notify the shareholder indicating the reason therefore.
B. If shares of a Fund are eligible for exchange with shares of any other investment company, Integrated, in accordance with the then current prospectus and statement of additional information and exchange rules of the Trust, shall review and approve all exchange requests and shall, on behalf of the Fund's shareholders, process such approved exchange requests.
C. Integrated shall notify the Trust and the Custodian on each business day of the amount of cash required to meet payments made pursuant to the provisions of this Paragraph, and, on the basis of such notice, the Trust shall instruct the Custodian to make available from time to time sufficient funds therefore in the appropriate account of the Trust. Procedures for effecting redemption orders accepted from shareholders or dealers of record by telephone or other methods shall be established by mutual agreement between Integrated and the Trust consistent with the Trust's then current prospectus and statement of additional information.
D. The authority of Integrated to perform its responsibilities under Paragraph 3, Paragraph 5, and this Paragraph 10 shall be suspended with respect to any Fund upon receipt of notification by it of the suspension of the determination of such Fund's net asset value.
11. AUTOMATIC WITHDRAWAL PLANS.
Integrated will process automatic withdrawal orders pursuant to the provisions of the withdrawal plans duly executed by shareholders and the current prospectus and statement of additional information of the Trust. Payments upon such withdrawal order shall be made by Integrated from the appropriate account maintained by the Trust with the Custodian on approximately the last business day of each month in which a payment has been requested, and Integrated will withdraw from a shareholder's account and present for repurchase or redemption as many shares as shall be sufficient to make such withdrawal payment pursuant to the provisions of the shareholder's withdrawal plan and the current prospectus and statement of additional information of the Trust. From time to time on new automatic withdrawal plans a check for payment date already past may be issued upon request by the shareholder.
12. WIRE-ORDER PURCHASES.
Integrated will send written confirmations to the dealers of record containing all details of the wire-order purchases placed by each such dealer by the close of business on the business day following receipt of such orders by Integrated. Upon receipt of any check drawn or endorsed to the Trust (or Integrated, as agent) or otherwise identified as being payment of an outstanding wire-order, Integrated will stamp said check with the date of its receipt and deposit the amount represented by such check to Integrated's deposit accounts maintained with the Custodian. Integrated will cause the Custodian to transfer federal funds in an amount equal to the net asset value of the shares so purchased to the Trust's account with the Custodian, and will notify the Trust before noon of each business day of the total amount deposited in the Trust's deposit accounts, and in the event that payment for a purchase order is not received by Integrated or the Custodian on the tenth business day following receipt of the order, prepare a National Association of Securities Dealers ("NASD") "notice of failure of dealer to make payment."
13. TAXES.
Integrated shall withhold such sums as are required to be withheld under applicable federal and state income tax laws, rules and regulations.
14. OTHER PLANS.
Integrated will process such accumulation plans, automatic withdrawal plans, group programs and other plans or programs for investing in shares of the Trust mutually agreed upon by Integrated and the Trust in accordance with the Trust's current prospectus and statement of additional information and will act as plan agent for shareholders pursuant to the terms of such plans and programs duly executed by such shareholders, if so agreed upon by Integrated and the Trust.
15. RECORDKEEPING AND OTHER INFORMATION.
A. Prior to the commencement of Integrated's responsibilities under this Agreement, if applicable, the Trust shall deliver or cause to be delivered over to Integrated (i) an accurate, certified list of shareholders of each Fund, showing each shareholder's address of record, number of shares owned and whether such shares are represented by outstanding share certificates and (ii) all shareholders records, files, and other materials necessary or appropriate for proper performance of the functions assumed by Integrated under this Agreement including, without limitation, special instructions regarding withholding, dividend options and householding (collectively referred to as the "Materials"). The Trust shall on behalf of each applicable Fund or class indemnify and hold Integrated harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any error, omission, inaccuracy or other deficiency of the Materials, or out of the failure of the Trust to provide any portion of the Materials or to provide any information in the Trust's possession or control reasonably needed by Integrated to perform the services described in this Agreement.
B. Integrated shall create and maintain all records required by applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the various functions performed by it and not otherwise created and maintained by another party pursuant to contract with the Trust. All such records shall be the property of the Trust at all times and shall be available for inspection and use by the Trust. Where applicable, such records shall be maintained by Integrated for the periods and in the places required by Rules 31a-1 and 31a-2 under the 1940 Act. The retention of such records shall be at the expense of the Trust. Integrated shall make available during regular business hours all records and other data created and maintained pursuant to this Agreement for reasonable audit and inspection by the Trust or its agents, or any regulatory agency having authority over the Trust.
16. SHAREHOLDER RECORDS.
Integrated shall maintain records for each shareholder account showing the following:
A. Names, addresses and tax identifying numbers;
B. Name of the dealer of record, if any;
C. Number of shares held of each Fund;
D. Historical information regarding the account of each shareholder, including dividends and distributions in cash or invested in shares;
E. Information with respect to the source of all dividends and distributions allocated among income, realized short-term gains and realized long-term gains;
F. Any instructions from a shareholder including all forms furnished by the Trust and executed by a shareholder with respect to (i) dividend or distribution elections and (ii) elections with respect to payment options in connection with the redemption of shares;
G. Any correspondence relating to the current maintenance of a shareholder's account;
H. Any stop or restraining order placed against a shareholder's account;
I. Information with respect to withholding in the case of a foreign account or any other account for which withholding is required by the Internal Revenue Code of 1986, as amended; and
J. Any information required in order for Integrated to perform the calculations contemplated under this Agreement.
17. SHAREHOLDER SERVICE AND CORRESPONDENCE.
Integrated will provide and maintain adequate personnel, records and equipment to receive and answer all shareholder inquiries relating to account status, share purchases, redemptions and exchanges and other investment plans available to Trust shareholders. Integrated will answer written correspondence from shareholders relating to their share accounts and such other written or oral inquiries as may from time to time be mutually agreed upon, and Integrated will notify the Trust of any correspondence or inquiries which may require an answer from the Trust. Integrated will maintain all NASD correspondence necessary to adhere to all NASD regulations.
18. OTHER SERVICES.
Subject to the direction and control of the Trustees of the Trust, Integrated will perform the services to the Trust detailed in Schedule A.
19. DATA ACCESS AND PROPRIETARY INFORMATION.
The Trust acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by Integrated as part of the Trust's ability to access certain Trust-related data ("Customer Data") maintained by Integrated on data bases under the control and ownership of Integrated or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to Integrated or other third party. In no event shall Proprietary Information be deemed Customer Data. The Trust agrees to treat all Proprietary Information as proprietary to Integrated and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder.
20. COOPERATION WITH ACCOUNTANTS.
Integrated shall cooperate with the Trust's independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their unqualified opinion where required for any document for the Trust.
21. SPECIAL SERVICES AND EXCEPTION PROCESSING.
A. Integrated may provide additional special reports upon the request of the Trust or the Trust's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties.
B. Integrated may provide such other services with respect to the Trust as may be reasonably requested by the Trust, which may result in an additional charge, the amount of which shall be agreed upon between the parties.
C. Integrated may provide exception processing upon the request of the Trust or the Trust's investment adviser, which may result in an additional charge, the amount of which shall be agreed upon between the parties. Exception processing includes, but is not limited to, processing which:
(a) requires Integrated to use methods and procedures other than those usually employed by Integrated to perform its obligations under this Agreement;
(b) involves the provision of information to Integrated after the commencement of the nightly processing cycle of Integrated's transfer agency, administration and/or fund accounting processing system; or
(c) requires more manual intervention by Integrated, either in the entry of data or in the modification or amendment of reports generated by Integrated's transfer agency, administration and/or fund accounting processing system than is usually required.
22. FURTHER ACTIONS.
Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
23. SUBCONTRACTING.
Integrated may, at its expense, and, upon prior written approval from the Trust, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that Integrated shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and provided further, that Integrated shall be responsible for all acts of such subcontractor as if such acts were its own.
24. COMPENSATION.
For performing its services under this Agreement, the Trust shall pay Integrated a monthly fee in accordance with the schedule attached hereto as Schedule B.
25. EXPENSES.
Integrated shall furnish, at its expense and without cost to the Trust the services of its personnel to the extent that such services are required to carry out its obligations under this Agreement. All costs and expenses not expressly assumed by Integrated under this Paragraph shall be paid by the Trust, including, but not limited to, costs and expenses of officers and employees of Integrated in attending meetings of the Board of Trustees and shareholders of the Trust, as well as costs and expenses for all regulatory filings, postage, envelopes, checks, drafts, continuous forms, bank charges, reports, communications, proxies, statements and other materials, file interface expenses (e.g., Fanmail, Broker Browser, Expeditor, other distribution partners), label file creation, Blue Sky filing fees, telephone, telegraph and remote transmission lines, EDGARization, printing, confirmations, fulfillment and any other shareholder correspondence, use of outside solicitation, tabulation and mailing firms, necessary outside record storage, media for storage of records (e.g., microfilm, microfiche, computer tapes), pro rata expenses for preparation of Integrated's Transfer Agent SAS 70 reports, costs and fees, including employee time and system expenses, associated with exception processing and resolution of errors not caused by Integrated, and any and all assessments, taxes or levies assessed on Integrated for services provided under this Agreement. Postage for mailings of dividends, proxies, reports and other mailings to all shareholders shall be advanced to Integrated three business days prior to the mailing date of such materials.
26. REFERENCES TO INTEGRATED OR THE TRUST.
A. Neither the Trust nor its agents shall circulate any printed matter which contains any reference to Integrated without the prior written approval of Integrated, excepting solely such printed matter as merely identifies Integrated as Transfer, Shareholder Servicing and Dividend Disbursing Agent. The Trust will submit printed matter requiring approval to Integrated in draft form, allowing sufficient time for review by Integrated and its counsel prior to any deadline for printing.
B. Integrated shall not circulate any printed matter that contains any reference to the Trust without the prior written approval of the Trust, excepting solely such printed matter as merely identifies the Trust as a client of Integrated. Integrated will submit printed matter requiring approval to the Trust in draft form, allowing sufficient time for review by the Trust and its counsel prior to any deadline for printing.
27. EQUIPMENT FAILURES.
In the event of equipment failures beyond Integrated's control, Integrated shall take all steps necessary to minimize service interruptions but shall have no liability with respect thereto. Integrated shall endeavor to enter into one or more agreements making provision for emergency use of electronic data processing equipment to the extent appropriate equipment is available.
28. INDEMNIFICATION OF INTEGRATED.
A. Integrated may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act and the rules thereunder, neither Integrated nor its directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof shall be subject to any liability for, or any damages, including consequential damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under or payments made pursuant to this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of the duties of Integrated under this Agreement or by reason of reckless disregard by any of such persons of the obligations and duties of Integrated under this Agreement. Integrated may apply to the Trust at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and Integrated shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. Integrated shall not be held to have notice of any change of authority of any officers, employees, or agents of the Trust until receipt of written notice thereof have been received by Integrated from the Trust.
B. Any person, even though also a director, officer, employee, shareholder or agent of Integrated, or any of its affiliates, who may be or become an officer, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust, to be rendering such services to or acting solely as an officer, trustee, employee or agent of the Trust and not as a director, officer, employee, shareholder or agent of or one under the control or direction of Integrated or any of its affiliates, even though paid by one of these entities.
C. Notwithstanding any other provision of this Agreement, the Trust
shall indemnify and hold harmless Integrated, its directors, officers,
employees, shareholders, agents, control persons and affiliates of any thereof
from and against any and all losses, damages, claims, suits, actions, demands,
expenses and liabilities (whether with or without basis in fact or law),
including legal fees and expenses and investigation expenses, of any and every
nature which Integrated may sustain or incur or which may be asserted against
Integrated by any person by reason of, or as a result of: (i) any action taken
or omitted to be taken by Integrated in good faith in reliance upon any
certificate, instrument, order or share certificate believed by it to be genuine
and to be signed, countersigned or executed by any duly authorized person, upon
the oral instructions or written instructions of an authorized person of the
Trust or upon the opinion of legal counsel for the Trust or its own counsel; or
(ii) any action taken or omitted to be taken by Integrated in connection with
its appointment in good faith in reliance upon any law, act, regulation or
interpretation of the same even though the same may thereafter have been
altered, changed, amended or repealed. However, indemnification under this
subparagraph shall not apply to actions or omissions of Integrated or its
directors, officers, employees, shareholders or agents in cases of its or their
own gross negligence, willful misconduct, bad faith, or reckless disregard of
its or their own duties hereunder.
D. Notwithstanding anything to the contrary in this Agreement, in no event shall Integrated be liable to the Trust or any third party for any special, consequential, punitive or incidental damages, even if advised of the possibility of such damages.
29. TERMINATION
A. The provisions of this Agreement shall be effective on the date first above written, shall continue in effect for two years ("Initial Term") from that date and shall continue in force for one year thereafter ("Renewal Term"), but only so long as such continuance is approved (1) by Integrated, (2) the Trust, (3) by a vote of a majority of the Trust's Trustees who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (4) by vote of a majority of the Trust's Board of Trustees or a majority of the Trust's outstanding voting securities.
B. Any party may terminate this Agreement at the end of the Initial Term or at the end of any subsequent Renewal Term by giving the other parties at least one hundred twenty (120) days' prior written notice of such termination specifying the date fixed therefor. In the event this Agreement is terminated by the Trust prior to the end of the Initial Term or any subsequent Renewal Term the Trust shall make a one-time cash payment to Integrated in consideration of services provided under this Agreement, and not as a penalty, equal to the remaining balance of the fees payable to Integrated under this Agreement through the end of the Initial Term or Renewal Term, as applicable. The Trust shall likewise reimburse Integrated for any out-of-pocket expenses and disbursements ("out-of-pocket expenses") reasonably incurred by Integrated in connection with the services provided under this Agreement within 30 days of notification to the Trust of such out-of-pocket expenses regardless of whether such out-of-pocket expenses were incurred before or after the termination of this Agreement.
C. If a party materially fails to perform its duties and obligations hereunder (a "Defaulting Party") resulting in a material loss to another party or parties, such other party or parties (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, which such notice shall set forth with sufficient detail the nature of the breach. The Defaulting Party shall have ninety (90) days from its receipt of notice to cure the breach. If such material breach shall not have been remedied to commercially reasonable operating standards, the Non-Defaulting Party may terminate this Agreement by giving sixty (60) days written notice of such termination to the Defaulting Party. If Integrated is the Non-Defaulting Party, its termination of this Agreement shall not constitute a waiver of any rights or remedies with respect to services it performed prior to such termination, or the right of Integrated to receive such compensation as may be due as of the date of termination or to be reimbursed for all reasonable out-of-pocket expenses. 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 a Defaulting Party.
D. In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Trust, or a Fund, into or the consolidation of the Trust, or a Fund, with another investment company, the sale by the Trust, or a Fund, of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Trust, or a Fund, and distribution of its assets, this Agreement will terminate with respect to the applicable Fund or Funds and Integrated shall be released from any and all obligations hereunder upon the payment of the fees, disbursements and expenses due to Integrated through the end of the then current term of this Agreement. The parties acknowledge and agree that the damages provision set forth above in paragraph B shall be applicable in those instances in which Integrated is not retained to provide transfer agency services subsequent to the transactions listed above.
E. Integrated will be entitled to collect from the Trust all reasonable expenses incurred in conjunction with termination of this Agreement, including but not limited to out-of-pocket expenses, employee time, system fees and fees charged by third parties with whom Integrated has contracted.
30. SERVICES FOR OTHERS.
Nothing in this Agreement shall prevent Integrated or any affiliated person (as defined in the 1940 Act) of Integrated from providing services for any other person, firm or corporation (including other investment companies); provided, however, that Integrated expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.
31. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The parties hereto acknowledge and agree that nothing contained herein shall be construed to require Integrated to perform any services for the Trust which services could cause Integrated to be deemed an "investment adviser" of the Trust within the meaning of Section 2(a)(20) of the 1940 Act or to supersede or contravene the Trust's prospectus or statement of additional information or any provisions of the 1940 Act and the rules thereunder. Except as otherwise provided in this Agreement and except for the accuracy of information furnished to it by Integrated, the Trust assumes full responsibility for complying with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended, and any other laws, rules and regulations of governmental authorities having jurisdiction, it being acknowledged that the Trust is relying on the best efforts of Integrated.
32. LIMITATION OF LIABILITY.
It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust.
33. SEVERABILITY.
In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.
34. QUESTIONS OF INTERPRETATION.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to said 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
35. CONFIDENTIALITY
Both parties hereto agree that any non-public information obtained hereunder concerning the other party is confidential and may not be disclosed without the consent of the other party, except as may be required by applicable law or at the request of a governmental agency. The parties further agree that a breach of this provision would irreparably damage the other party and accordingly agree that each of them is entitled, in addition to all other remedies at law or in equity to an injunction or injunctions without bond or other security to prevent breaches of this provision.
36. NOTICES.
All notices required or permitted under this Agreement shall be in writing (including telex and telegraphic communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, telecommunicated, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to:
To the Trust: Touchstone Funds Group Trust 303 Broadway, Suite 1100 Cincinnati, Ohio 45202 Attention: William A. Dent To Integrated: Integrated Investment Services, Inc. 303 Broadway, Suite 1100 Cincinnati, Ohio 45202 Attention: Roy E. Rogers |
or to such other address as any party may designate by notice complying with the terms of this Paragraph. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date telecommunicated if by telegraph; (c) on the date of transmission with confirmed answer back if by telex, telefax or other telegraphic method or e-mail; and (d) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.
37. AMENDMENT.
This Agreement may not be amended or modified except by a written agreement executed by all parties.
38. BINDING EFFECT.
Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.
39. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
40. FORCE MAJEURE.
Integrated assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its control, including and without limitation, acts of God, interruption of power or other utility, transportation, mail, or communication services, acts of civil or military authority, sabotages, war, insurrection, riots, national emergencies, explosion, flood, accident, earthquake or other catastrophe, fire, strike or other labor problems, legal action, present or future law, governmental order, rule or regulation, or shortages of suitable parts, materials, labor or transportation.
41. MISCELLANEOUS.
The captions in 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
TOUCHSTONE FUNDS GROUP TRUST
By: /s/ William Dent ------------------------------------------- Its: Vice President |
INTEGRATED INVESTMENT SERVICES, INC.
By: /s/ Roy Rogers ------------------------------------------- Its: President |
SCHEDULE A
In consideration of the compensation detailed in this Agreement, Integrated shall perform the following transfer agency and shareholder services:
1. Provide core transfer agency services including, but not limited to, receiving and distributing mail, making bank deposits, RPO processing, record retention, shareholder services, account resolution and quality control.
2. Answer telephone inquiries and accept financial transactions from shareholders.
3. Offer full NSCC functionality.
4. Provide shareholder recordkeeping across multiple share classes and load schedules.
5. Provide inquiry and transaction processing via the internet for shareholders.
6. Pay commissions, if required.
7. Reconcile transfer agent cash and commission accounts, as well as the demand deposit accounts.
8. Provide reports that illustrate sales, redemptions and trends in shareholder activity.
9. Produce tax forms, backup and NRA withholding deposits to the IRS, annual filing of 945 and 1042 returns.
10. Process and service various types of retirement accounts including IRA, Roth, SIMPLE, SEP, Education, 403(b) and 401(k).
11. Conduct annual solicitation of RMD and W4P information as well as maintaining IRA Custodian agreements.
SCHEDULE B
REVISED SEPTEMBER 1, 2009
Each Fund shall pay J.P.Morgan Chase Bank, N.A. (f/k/a Integrated), on the first business day following the end of each month, a fee based on established shareholder accounts as of the end of the month as follows:
Rate Account Classification ---- ---------------------- $21.50 per account Open Direct Accounts 14.50 per account Open Matrix Level 3 Accounts 4.00 per account Closed Accounts |
Each Fund shall reimburse J.P.Morgan Chase Bank, N.A. for out-of-pocket expenses incurred in the performance of its services under this Agreement.
Agreed to by:
TOUCHSTONE FUNDS GROUP TRUST
By: /s/ Jill T. McGruder ------------------------------ Name: Jill T. McGruder Title: President |
JPMORGAN CHASE BANK, N.A.
By: /s/ Roy E. Rogers ------------------------------ Name: Roy E. Rogers Title: Managing Director |
EXPENSE LIMITATION AGREEMENT
TOUCHSTONE FUNDS GROUP TRUST
EXPENSE LIMITATION AGREEMENT, effective as of October 1, 2009 by and between Touchstone Advisors, Inc. (the "Advisor") and Touchstone Funds Group 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 Delaware 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 February 17, 2006 (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 determined that it is appropriate and in the best interests of shareholders to maintain the expenses of the Funds, and, therefore, have entered into this Expense Limitation Agreement (the "Agreement"), in order to maintain the expense ratios of the Funds at the levels specified in Schedule A attached hereto; and
NOW THEREFORE, the parties hereto agree that the Agreement provides as follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the aggregate expenses of every character incurred by a Fund in any fiscal year, including but not limited to advisory fees of the Advisor (but excluding interest, taxes, brokerage commissions, dividend expenses on securities sold short, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of such Fund's business, and amounts, if any, payable pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act, if any) ("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in Section 1.2 below, such excess amount (the "Excess Amount") shall be the liability of the Advisor.
1.2 Operating Expense Limit. The maximum expense ratio in any year with respect to a class of a Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of the Fund (the "Maximum Operating Expense Limit"). The Maximum Operating Expense Limit reflects the Operating Expense Limit for a class of the Fund, plus amounts, if any, payable by such class of a Fund pursuant to a plan adopted in accordance with Rule 12b-1 under the 1940 Act.
1.3 Method of Computation. To determine the Advisor's liability with respect to the Excess Amount, 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.
1.4 Year-End Adjustment. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the advisory fees waived or reduced and other payments remitted by the Advisor to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. Term and Termination of Agreement.
This Agreement shall continue in effect through the dates listed in Schedule A, and from year to year thereafter provided each such continuance is specifically approved by a majority of the Trustees of the Trust. This Agreement shall terminate automatically upon the termination of the Investment Advisory Agreement with respect to the applicable Fund.
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 FUNDS GROUP TRUST
By: /s/ Jill T. McGruder -------------------------- Jill T. McGruder President |
TOUCHSTONE ADVISORS, INC.
By: /s/ Steven M. Graziano -------------------------- Steven M. Graziano President |
SCHEDULE A
MAXIMUM OPERATING EXPENSE LIMITS
OCTOBER 1, 2009
------------------------------------------------------------------------------------------------------------------------------------ Fund Length/Type of Limitation Maximum Operating Expense Limits ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Fund Class A Contractual waiver through 1.15% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Fund Class C Contractual waiver through 1.90% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Fund Institutional Shares Contractual waiver through 0.90% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Fund Class Z Contractual waiver through 1.15% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Short Duration Fixed Income Fund Class Z Contractual waiver through 0.74% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Short Duration Fixed Income Fund Class Y Contractual waiver through 0.49% 5/04/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Ultra Short Duration Fixed Income Fund Contractual waiver through 0.69% Class Z 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Small Cap Value Opportunities Fund Class Z Contractual waiver through 1.50% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Healthcare and Biotechnology Fund Class A Contractual waiver through 1.55% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Healthcare and Biotechnology Fund Class C Contractual waiver through 2.30% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Intermediate Fixed Income Fund Institutional Contractual waiver through 0.40% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Premium Yield Equity Fund Class A Contractual waiver through 1.20% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Premium Yield Equity Fund Class C Contractual waiver through 1.95% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Premium Yield Equity Fund Class Y Contractual waiver through 0.95% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Growth Fund Class A Contractual waiver through 1.35% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Growth Fund Class C Contractual waiver through 2.10% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Growth Fund Class Y Contractual waiver through 1.10% 1/31/2010 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Capital Appreciation Fund Class A Contractual waiver through 1.19% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Capital Appreciation Fund Class C Contractual waiver through 1.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Capital Appreciation Fund Class Y Contractual waiver through 0.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Touchstone Capital Appreciation Fund Institutional Contractual waiver through 0.79% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Value Fund Class A Contractual waiver through 1.29% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Value Fund Class C Contractual waiver through 2.04% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Value Fund Class Y Contractual waiver through 1.04% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Mid Cap Value Fund Institutional Shares Contractual waiver through 0.89% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Real Estate Fund Class A Contractual waiver through 1.39% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Real Estate Fund Class C Contractual waiver through 2.14% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Real Estate Fund Class Y Contractual waiver through 1.14% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Real Estate Fund Institutional Shares Contractual waiver through 0.99% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Large Cap Relative Value Fund Class A Contractual waiver through 1.19% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Large Cap Relative Value Fund Class C Contractual waiver through 1.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Large Cap Relative Value Fund Class Y Contractual waiver through 0.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Large Cap Relative Value Fund Institutional Contractual waiver through 0.79% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Small Cap Core Fund Class A Contractual waiver through 1.34% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Small Cap Core Fund Class C Contractual waiver through 2.09% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Small Cap Core Fund Class Y Contractual waiver through 1.09% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Small Cap Core Fund Institutional Shares Contractual waiver through 0.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Equity Fund Class A Contractual waiver through 1.34% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Equity Fund Class C Contractual waiver through 2.09% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Equity Fund Class Y Contractual waiver through 1.09% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Global Equity Fund Institutional Shares Contractual waiver through 0.94% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Long/Short Equity Fund Class A Contractual waiver through 1.75% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Long/Short Equity Fund Class C Contractual waiver through 2.50% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Long/Short Equity Fund Class Y Contractual waiver through 1.50% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Core Plus Fixed Income Fund Class A Contractual waiver through 0.95% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ |
------------------------------------------------------------------------------------------------------------------------------------ Touchstone Core Plus Fixed Income Fund Class C Contractual waiver through 1.70% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Core Plus Fixed Income Fund Class Y Contractual waiver through 0.70% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Core Plus Fixed Income Fund Institutional Contractual waiver through 0.50% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Fixed Income Fund Class A Contractual waiver through 1.09% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Fixed Income Fund Class C Contractual waiver through 1.84% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Fixed Income Fund Class Y Contractual waiver through 0.84% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone International Fixed Income Fund Institutional Contractual waiver through 0.69% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Emerging Markets Equity Fund Class A Contractual waiver through 1.74% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Emerging Markets Equity Fund Class C Contractual waiver through 2.49% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Emerging Markets Equity Fund Class Y Contractual waiver through 1.49% 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ Touchstone Emerging Markets Equity Fund Institutional Contractual waiver through 1.34% Shares 1/31/2011 ------------------------------------------------------------------------------------------------------------------------------------ |
SULLIVAN & Sullivan & Worcester LLP T 202 775 1200
WORCESTER 1666 K Street, NW F 202 293 2275
Washington, DC 20006 www.sandw.com
September 29, 2009
Touchstone Funds Group Trust
303 Broadway
Suite 1100
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have acted as counsel for Touchstone Funds Group Trust (the "Trust"), a Delaware statutory trust, in connection with the offer by the Trust of an unlimited number of shares of beneficial interest of the Trust (the "Shares") which are currently classified as separate series (each a "Fund" and together, the "Funds"). We have participated in the preparation of Post-Effective Amendment No. 47 to the Trust's Registration Statement (the "Registration Statement") on Form N-1A relating to the Shares of each of Touchstone Capital Appreciation Fund, Touchstone Core Plus Fixed Income Fund, Touchstone Emerging Markets Equity Fund, Touchstone Global Equity Fund, Touchstone Global Real Estate Fund, Touchstone International Fixed Income Fund, Touchstone Large Cap Relative Value Fund, Touchstone Long/Short Equity Fund, Touchstone Mid Cap Value Fund and Touchstone Small Cap Core Fund of the Trust to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended ("1933 Act"), on or about September 25, 2009.
We have, as special counsel, participated in various business and other proceedings relating to the Trust. We have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of the Trust's Amended and Restated Agreement and Declaration of Trust dated September 7, 1998 and filed on October 8, 1998, as amended (the "Declaration of Trust"), its Amended and Restated By-Laws, and other documents relating to the Trust's organization and operation, and have made such other investigations as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.
We are admitted to the Bar of The Commonwealth of Massachusetts and generally do not purport to be familiar with the laws of the State of Delaware. Insofar as any opinions set forth herein relate to Chapter 38 of Title 12 of the Delaware Code Annotated, as amended, entitled "Treatment of Delaware Statutory Trusts" (the "Delaware statutory trust law"), such opinions are based, with your approval, solely upon our examination of the Delaware statutory trust law and our understanding of analogous provisions of the common law in effect in The Commonwealth of Massachusetts.
This opinion is limited to the federal securities laws of the United States of America and Delaware law to the extent provided in the paragraph above, and we express no opinion with respect to the laws of any other jurisdiction.
Based upon the foregoing and subject to the qualifications set forth herein, we hereby advise you that, in our opinion:
BOSTON NEW YORK WASHINGTON, DC
Touchstone Funds Group Trust
September 29, 2009
1. The Trust is validly existing as a Trust with transferable shares under the laws of the State of Delaware.
2. The Trust is authorized to issue an unlimited number of shares of beneficial interest, the Shares have been duly and validly authorized by all action of the Trustees of the Trust, and no action of the shareholders of the Trust is required in such connection.
3. The Shares, when issued in accordance with the Trust's Declaration of Trust and By-Laws, will be legally issued, fully paid and non-assessable by the Trust, subject to compliance with the 1933 Act, the Investment Company Act of 1940, as amended, and applicable state laws regulating the offer and sale of securities.
With respect to the opinion expressed in paragraph 3 above, we note that, pursuant to Section 5 of Article IV of the Declaration of Trust, the trustees have the power to cause any shareholder, or any shareholder of a particular series, to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the trustees, by setting off such charges due from such shareholder from declared but unpaid dividends owed such shareholder and/or by reducing the number of shares in the account of such shareholder by that number of full and/or fractional shares which represents the outstanding amount of such charges due from such shareholder.
We understand that this opinion is to be used in connection with the registration of the Shares for offering and sale pursuant to the 1933 Act. We consent to the filing of this opinion with and as a part of the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ SULLIVAN & WORCESTER LLP SULLIVAN & WORCESTER LLP |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statements of Additional Information and to the incorporation by reference of our report dated November 25, 2008 on the financial statements and financial highlights of Touchstone Funds Group Trust, in Post-Effective Amendment Number 47 to the Registration Statement (Form N-1A, No. 33-70958), included in the Annual Report to Shareholders for the fiscal year ended September 30, 2008, filed with the Securities and Exchange Commission.
/s/ Ernst & Young Cincinnati, Ohio September 25, 2009 |
TOUCHSTONE FUNDS GROUP TRUST
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
CLASS A SHARES
WHEREAS, Touchstone Funds Group 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 FUNDS GROUP TRUST
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
FOR
CLASS A SHARES
Touchstone Healthcare & Biotechnology Fund
Touchstone International Growth Fund
Touchstone Mid Cap Fund
Touchstone Premium Yield Equity Fund
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Long/Short Equity Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
TOUCHSTONE FUNDS GROUP TRUST
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
CLASS C SHARES
WHEREAS, Touchstone Funds Group 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 FUNDS GROUP TRUST
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
FOR
CLASS C SHARES
Touchstone Healthcare & Biotechnology Fund
Touchstone International Growth Fund
Touchstone Mid Cap Fund
Touchstone Premium Yield Equity Fund
Touchstone Capital Appreciation Fund
Touchstone Core Plus Fixed Income Fund
Touchstone Emerging Markets Equity Fund
Touchstone Global Equity Fund
Touchstone Global Real Estate Fund
Touchstone International Fixed Income Fund
Touchstone Large Cap Relative Value Fund
Touchstone Long/Short Equity Fund
Touchstone Mid Cap Value Fund
Touchstone Small Cap Core Fund
TOUCHSTONE FUNDS GROUP TRUST
AMENDED AND RESTATED RULE 18F-3
MULTIPLE CLASS PLAN
Touchstone Funds Group Trust (the "Trust"), formerly operating under the name "Constellation Funds," a registered investment company that currently consists of a number of separately managed funds, has 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 the Trust's 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 or service agreement relating to such class), 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 review this Plan at least annually for its continued appropriateness, and 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
TOUCHSTONE FUNDS GROUP TRUST
The Trust's Funds and Classes thereof that are currently offered are listed below:
------------------------------------------------------------------------------------------------------------------- FUNDS CLASS A CLASS C CLASS Y CLASS Z INSTITUTIONAL ------------------------------------------------------------------------------------------------------------------- Touchstone Healthcare and Biotechnology Fund x x ------------------------------------------------------------------------------------------------------------------- Touchstone Small Cap Value Opportunities Fund x ------------------------------------------------------------------------------------------------------------------- Touchstone Intermediate Fixed Income Fund x ------------------------------------------------------------------------------------------------------------------- Touchstone Ultra Short Duration Fixed Income Fund x ------------------------------------------------------------------------------------------------------------------- Touchstone Short Duration Fixed Income Fund x x ------------------------------------------------------------------------------------------------------------------- Touchstone Mid Cap Fund x x x x* ------------------------------------------------------------------------------------------------------------------- Touchstone Sands Capital Select Growth Fund x x ------------------------------------------------------------------------------------------------------------------- Touchstone Premium Yield Equity Fund x x x ------------------------------------------------------------------------------------------------------------------- Touchstone International Growth Fund x x x ------------------------------------------------------------------------------------------------------------------- Touchstone Capital Appreciation Fund x x x x ------------------------------------------------------------------------------------------------------------------- Touchstone Core Plus Fixed Income 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 Long/Short Equity Fund x x x ------------------------------------------------------------------------------------------------------------------- Touchstone Mid Cap Value Fund x x x x ------------------------------------------------------------------------------------------------------------------- Touchstone Small Cap Core Fund x x x x ------------------------------------------------------------------------------------------------------------------- |
* Effective November 13, 2008, Class Y Shares of the Touchstone Mid Cap Fund were renamed as Institutional Shares.
EXHIBIT A
TOUCHSTONE FUNDS GROUP TRUST
AMENDED CERTIFICATE OF CLASS DESIGNATION
CLASS A SHARES
1. Class-Specific Distribution and Servicing Arrangements; Other Expenses.
Class A Shares shall be offered at the then-current net asset value plus a front-end sales charge. The front-end sales charge shall be in such amount as is disclosed in a Fund's Prospectus and shall be subject to such reductions for larger purchasers and such waivers or reductions as are disclosed in a Fund's Prospectus supplement. Class A shares are subject to Rule 12b-1 distribution plan payments under the Class A Shares Distribution Plan (the "Plan") payable to the Fund's principal underwriter (the "Distributor"). Payments may be made under the Plan up to, but not exceeding, Twenty-Five basis points (0.25%) for distribution payments.
2. Rule 12b-1 Distribution Plan
The Distributor may use the payments under the Plan for (i) compensation for its services in connection with 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.
3. Eligibility of Purchasers
Class A Shares require a minimum initial investment of $2,500 and are available to individual investors who purchase shares through financial institutions or intermediaries.
4. Exchange Privileges
Class A Shares of each Fund may be exchanged for Class A Shares of each 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.
5. 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 or service agreement), 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.
6. Conversion Rights
Class A Shares do not have a conversion feature.
7. Redemption Fee
Class A Shares may be subject to a redemption fee as disclosed in the Fund's Prospectus.
EXHIBIT B
TOUCHSTONE FUNDS GROUP TRUST
CERTIFICATE OF CLASS DESIGNATION
CLASS C SHARES
1. Class-Specific Distribution and Servicing Arrangements; Other Expenses.
Class C Shares are sold without a sales charge, but are subject to Rule 12b-1 distribution plan payments, shareholder servicing fees, or a combination thereof, under the Class C Shares Distribution and Shareholder Services Plan (the "Plan") payable to the Fund's principal underwriter (the "Distributor") . Payments may be made under the Plan 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. Class C Shares are offered subject to a contingent deferred sales charge ("CDSC") in such amount as is disclosed in a Fund's Prospectus, which may waived or reduced as disclosed in a Fund's Prospectus or statement of additional information.
2. Rule 12b-1 Distribution Plan
The Distributor may use the payments under the Plan for (i) compensation for its services in connection with 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.
3. Shareholder Services Plan
The Distributor may use payments under the Plan to provide or enter into
written agreements with service providers ("Service Providers") who will provide
one or more of the following shareholder services: (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
Touchstone 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, and dividend distribution and tax notices
to Shareholders; (viii) processing purchase, exchange and redemption requests
from Shareholders and placing orders with the Funds or its 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 to
the extent that the Distributor and/or Service Provider is permitted to do under
applicable laws or regulations. The Distributor and/or Service Providers may
also use this fee for 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 and/or
Service Providers' affiliates and subsidiaries as compensation for such services
as are described herein.
4. Eligibility of Purchasers
Class C Shares require a minimum initial investment of $2,500 and are available to individual investors who purchase shares through financial institutions or intermediaries.
5. Exchange Privileges
Class C Shares of each Fund may be exchanged for Class C Shares of each 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.
6. 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 or service agreement), 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.
7. Conversion Rights
Class C Shares do not have a conversion feature.
8. Redemption Fee
Class C Shares may be subject to a redemption fee as disclosed in the Fund's Prospectus.
EXHIBIT C
TOUCHSTONE FUNDS GROUP TRUST
CERTIFICATE OF CLASS DESIGNATION
CLASS Y SHARES
1. Class-Specific Distribution and Servicing Arrangements; Other Expenses.
Class Y Shares are sold without a sales charge and are not subject to Rule 12b-1 or shareholder servicing fees.
2. Eligibility of Purchasers
Class Y Shares of all Funds require a minimum initial investment of $2,500 and are available to individual investors through certain financial institutions.
3. Exchange Privileges
Class Y Shares do not have exchange privileges.
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 or service agreement 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 the Fund's Prospectus.
EXHIBIT D
TOUCHSTONE FUNDS GROUP TRUST
CERTIFICATE OF CLASS DESIGNATION
CLASS Z SHARES
1. Class-Specific Distribution and Servicing Arrangements; Other Expenses.
Class Z Shares are sold without a sales charge, but are subject to shareholder servicing fees under the Class Z Shares Shareholder Services Plan (the "Plan") payable to the Funds' advisor (the "Advisor"). Payments may be made under the Plan up to, but not exceeding, Twenty-Five basis points (0.25%).
2. Shareholder Services Plan
The Advisor may use payments under the Plan to provide or enter into written agreements with service providers ("Service Providers") who will provide one or more of the following shareholder 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 Funds' 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. The Advisor and/or Service Providers may also use this fee for 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 Advisor and/or Service Providers' affiliates and subsidiaries as compensation for such services as are described herein.
3. Eligibility of Purchasers
Class Z Shares of all Funds require a minimum initial investment of $2,500 and are available to individual investors and to certain institutional investors investing for their own or their customer's account. 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.
4. 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.
5. 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 or service agreement 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.
6. Conversion Rights
Class Z Shares do not have a conversion feature.
7. Redemption Fee
Class Z Shares may be subject to a redemption fee as disclosed in the Fund's Prospectus.
EXHIBIT E
TOUCHSTONE FUNDS GROUP TRUST
CERTIFICATE OF CLASS DESIGNATION
INSTITUTIONAL SHARES
1. Class-Specific Distribution and Servicing Arrangements; Other Expenses.
Institutional Shares are sold without a sales charge and are not subject to Rule 12b-1 or shareholder servicing fees.
2. Eligibility of Purchasers
Institutional Shares of all Funds require a minimum initial investment of $500,000 and are available to individual investors and to certain institutional investors investing for their own or their customer's account.
3. Exchange Privileges
Institutional Shares do not have exchange privileges.
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 or service agreement 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 the Fund's Prospectus.
AGF INVESTMENTS AMERICA INC.
CODE OF ETHICS FOR PERSONAL TRADING
2009
TABLE OF CONTENTS
PURPOSE OF THE CODE............................................................1 1.1 FAIR TREATMENT OF OUR MANAGED ACCOUNTS.............................1 1.2 OUR RESPONSIBILITIES TO THE MANAGED ACCOUNTS.......................1 1.3 ADDITIONAL CODES OF ETHICS.........................................1 STANDARDS OF CONDUCT...........................................................1 2.1 STANDARD OF CARE...................................................1 2.2 OBLIGATION TO COMPLY WITH LAW......................................1 CONFLICTS OF INTEREST..........................................................2 3.1 REQUIREMENT FOR PROPER CONDUCT.....................................2 3.2 DISCLOSURE.........................................................2 PERSONAL TRADING RULES FOR ACCESS PERSONS......................................2 4.1 WHO IS AN "ACCESS PERSON"..........................................2 4.2 PROHIBITED ACTIVITIES..............................................3 4.3 REQUIREMENT FOR INDEPENDENT TRADING DECISION.......................3 4.4 REQUIREMENT TO OBTAIN PRIOR APPROVAL FOR PERSONAL TRADES...........4 4.5 PRE- CLEARANCE EXEMPT SECURITIES REQUIRING NOTIFICATION............4 4.6 PRE- CLEARANCE AND NOTIFICATION EXEMPT SECURITIES..................5 4.7 OBTAINING PRIOR APPROVAL...........................................5 4.8 BLACKOUT PERIODS...................................................7 4.9 TRADING ACTIVITY...................................................7 4.10 PERSONAL TRADING REPORTING PROCEDURES..............................7 4.11 COMPLIANCE REVIEW PROCEDURES.......................................8 SPECIAL RULES FOR OFFICERS AND DIRECTORS.......................................9 5.1 REPORTING OF SIGNIFICANT INTEREST..................................9 ANNUAL REVIEW..................................................................9 6.1 AUTHORITY TO REVIEW AND APPROVE CODE...............................9 6.2 ANNUAL REPORT TO BOARD OF AGFA.....................................9 6.3 ANNUAL REVIEW OF CODE..............................................9 ANNUAL CERTIFICATION OF COMPLIANCE.............................................9 7.1 CERTIFICATION BY EMPLOYEES.........................................9 SCHEDULE I |
List of Securities Holdings Template
SCHEDULE II
Sample Letter to send to Investment Advisors/Brokers to request Duplicate Trade
Confirmation and Accounts Statements that are covered by this Code
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
PURPOSE OF THE CODE
1.1 FAIR TREATMENT OF OUR MANAGED ACOUNTS
The purpose of this Code is to ensure the fair treatment of accounts managed or advised (collectively, the "Managed Accounts") by AGF INVESTMENTS AMERICA INC. ("AGFA"), through the highest standards of integrity and ethical conduct by employees, officers and directors.
1.2 OUR RESPONSIBILITIES TO THE MANAGED ACCOUNTS
As an employee, officer or director of AGFA the interests of the Managed Accounts must be put ahead of personal self interests at all times. Above all, unfair advantage of a position, knowledge or relationship with the Managed Accounts must not be taken, nor must any engagement in conduct be taken that is not in the best interests of the Managed Accounts.
There are special rules described in this Code that apply to personal trading activities for those employees identified as an "Access Person". All trading transactions for the Managed Accounts always have priority over all personal trading transactions.
1.3 ADDITIONAL CODES OF ETHICS
In the case where an AGFA employee is also subject to other AGF Company Codes of Ethics, the more restrictive Code will apply (e.g. specific references to approval periods for personal trading).
STANDARDS OF CONDUCT
2.1 STANDARD OF CARE
AGFA employees, officers and directors collectively have a fiduciary and statutory duty to the Managed Accounts to act honestly, in good faith and in the client's best interests as well as to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise under similar circumstances.
2.2 OBLIGATION TO COMPLY WITH LAW
AGFA "Access Persons" and all other employees, officers and directors are required to comply with all laws applicable to our business operations, including securities laws, regulatory requirements, and other legal obligations concerning the provision of investment advisory services, insider trading and reporting of insider transactions. Each has a duty to know, understand and comply with any of those laws that apply to employment duties and responsibilities. Each must be aware that legal obligations might be more extensive than obligations under this Code. Furthermore, each is obligated to advise AGF Management Limited's Corporate Compliance & Oversight and the compliance officer of AGFA (collectively all referred to as "Compliance") of any changes that may affect their status. If uncertain about these requirements, contact Compliance for guidance.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
CONFLICTS OF INTEREST
3.1 REQUIREMENT FOR PROPER CONDUCT
AGFA has adopted standards regarding conduct and conflicts of interests found in the AGF Management Limited Code of Business Conduct and Ethics and each employee and officer is required to acknowledge and agree to abide by those as a condition of employment.
3.2 DISCLOSURE
Should you be aware of the existence of a conflict of interest or the potential for one, you must immediately contact and provide all details to Compliance. If you are uncertain as to whether a conflict of interest exists or could arise, discuss the matter with Compliance immediately.
PERSONAL TRADING RULES FOR ACCESS PERSONS
All "Access Persons" are subject to special rules and restrictions with respect to trading in securities within accounts covered by this Code (referred to as "personal trading"). Access Persons must not use any non-public information about the Managed Accounts for their direct or indirect personal benefit or in a manner that would not be in the best interests of the Managed Accounts. That prohibition includes, but is not limited to, what is commonly called "front-running" and market timing and they are not only a breach of this Code but are generally punishable under U.S. securities laws.
Access Persons also must not use their position in AGFA to obtain special treatment or investment opportunities not generally available to the Managed Accounts or the public. Although independent directors of an AGF Company will not generally be considered to be Access Persons, they must adhere to the same standards of ethical conduct as Access Persons when they are in possession of non-public information or in the event they are offered opportunities not generally available to the public by reason of their directorship. Provisions specific to directors should be outlined in AGF Management Limited specific Codes of Conduct or Conflict as appropriate.
4.1 WHO IS AN "ACCESS PERSON"
(a) ACCESS TO NON-PUBLIC TRADING INFORMATION. An Access Person is an employee or officer of AGFA. who has, or is able to obtain, access to non-public information concerning the portfolio holdings, trading activities or the ongoing investment programs of any of the Managed Accounts. Examples of non-public information include access to trading blotters, portfolio accounting records, portfolio holdings, investment research and analysis.
(b) THESE RESTRICTIONS APPLY TO VARIOUS ACCOUNTS. The restrictions outlined in this Code apply to:
o Accounts registered in the Access Person's name;
o Accounts for which the Access Person is able to, directly or
indirectly, exercise or influence investment or voting
control; and
o Accounts for which the Access Person has a "beneficial
interest".
(c) WHAT IS A "BENEFICIAL INTEREST". You have a beneficial interest in an account if you are currently in a position to receive benefits comparable to ownership benefits (through family relationship, understanding, agreement or by other arrangements) or if you have the ability to gain ownership, either immediately or at some future time.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
(d) Examples of Beneficial Interest. An Access Person is considered to have a beneficial interest in accounts:
o registered in the Access Person's name;
o held by the Access Person's spouse or other family members
living in the same household (including common law and similar
relationships);
o held by a corporation, partnership or other entity in which
the Access Person participates in the investment or voting
decisions;
o held in trust for the Access Person or those listed above,
unless (i) the trustee is someone other than the Access
Person's spouse or other family members living in the same
household; and (ii) The Access Person is not able to, directly
or indirectly, exercise investment or voting control over the
account; and
o held by an investment club, of which the Access Person or
those listed above participate in the investment or voting
decisions.
The above list is not considered exhaustive. If you are uncertain about whether a beneficial interest exists, or wish to obtain an exemption for a specific account, contact Compliance. An exemption for a specific account may be possible in circumstances where the Access Person has limited or no control of investment decisions made in the account (e.g. an account managed by an unrelated third party where full discretion has been delegated to such third party) refer to 4.7(e) for details.
4.2 PROHIBITIED ACTIVITIES
The following activities are prohibited:
o violating applicable securities laws;
o communicating any non-public information concerning the
Managed Accounts to anyone outside the Company;
o inducing a Managed Account to take, or fail to take, any
action because of personal interests;
o using knowledge of a Managed Account's portfolio transactions
to personally profit by the market effect of such transactions
(e.g. "front-running", market timing or similar activities);
o using a position in the Company to obtain special treatment or
investment opportunities not generally available to the
Managed Accounts or the public;
o a purchase by an Access Person of an offering which is subject
to allocation, such as an IPO or secondary public offering, or
a private placement (other than the exceptions set out in
sections 4.7 (b) and (c);
o a personal trade by an Access Person to or from one of the AGF
Managed Accounts;
o a trade by an Access Person in a security for which there is
an unfilled order outstanding for any of the Managed Accounts;
and
o the use of derivatives to evade the restrictions imposed by
this Code.
Other activities, which are not specifically listed, may still be inappropriate if they would place an Access Person in a position of conflict with the best interests of any of the Managed Accounts. If uncertain about whether a particular activity may be prohibited, contact Compliance.
4.3 REQUIREMENT FOR INDEPENDENT TRADING DECISION
If a portfolio manager personally has registered ownership, can exercise investment or voting control or has a beneficial interest in a security, and wishes to buy or sell a security of the same issuer for the Managed Account managed or advised by him/her, that decision must be reviewed and confirmed by another portfolio manager or independent person uninfluenced by any factor other than whether the proposed trade is in the best interests of the Managed Account. The decision to buy or sell the security for a Managed Account must be reported to Compliance or a designated individual in AGFA in writing, along with supporting reasons for the decision.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
4.4 REQUIREMENT TO OBTAIN PRIOR APPROVAL FOR PERSONAL TRADES
All Access Persons must obtain prior approval from Compliance in AGFA, (where applicable using the AGF Pre-Clearance System) for any personal trade. Certain securities are exempt from this pre-clearance process. All other trades must be pre-cleared or notification submitted using the AGF Pre-Clearance System and will only be approved when Compliance AGFA., is satisfied that the personal trade will not conflict with the best interests of the Managed Accounts and has not been offered to the Access Person because of their position in AGFA.
(a) BROKERAGE ACCOUNTS: Access Persons must immediately notify Compliance of the existence or the opening of any brokerage account with a registered securities dealer regardless of whether there is intent to only hold securities exempted from pre-clearance. Compliance will record such disclosure as evidence of the Access Person's declaration.
(b) MARGIN ACCOUNTS: Access Persons are permitted to maintain margin accounts, however are required to obtain prior approval of any trades resulting from a margin call. Any trades executed without pre-clearance, regardless of their stemming from a margin call, will be considered a violation under this Code.
(c) OPTIONS, WARRANTS/RIGHTS: Access Persons are required to obtain prior approval of the purchase or sale of any option, warrant and right. While the expiration of these instruments does not require pre-clearance, the exercising of them does.
(d) CONVERTIBLE SECURITIES: Pre-clearance is required prior to the conversion of any convertible securities, including those with an automatic conversion feature.
(e) ADRs: The purchase and sale of ADRs must be pre-cleared, including their cancellation.
(f) INVESTMENT FUNDS (ETF, CLOSED END REIT, ETC.): With the exception of those investment fund securities listed as exempt securities, all investment funds require pre-approval.
(g) SYSTEMATIC PLANS: All transactions executed pursuant to a systematic plan in non-exempt securities must be precleared. To preclear a systematic plan rather than each individual transaction under the plan, contact Compliance in advance of plan commencement.
4.5 PRE- CLEARANCE EXEMPT SECURITIES REQUIRING NOTIFICATION
The following securities are exempt from the requirement for prior approval. Compliance must be notified of the purchase or sale of the securities as per the reporting procedures in this Code:
Investment Fund securities
o open-end mutual funds managed by AGFA, AGF Funds Inc. or its
affiliates
o segregated funds (e.g. personal insurance contracts), and
private pooled trust funds (e.g. hedge funds)
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
Government issued or guaranteed securities:
o by the Government of Canada,
o by any provincial government of Canada, and
o by the federal Governments of a developed country.
Deposits
o guaranteed investment certificates,
o certificates of deposit, and
o other deposits with financial institutions (although
they may not technically be "securities").
Short-Term debt securities
o maturing in less than 91 days from their date of issue.
Derivatives
o options, futures or other derivatives on any broadly based market indices including market indices in Canada, United States, United Kingdom, Europe (and any country therein), Asia (and any country therein), and Emerging Markets.
4.6 PRE- CLEARANCE AND NOTIFICATION EXEMPT SECURITIES
The following securities are exempt from the requirement for prior approval and Compliance notification.
o Direct obligations of the U.S. government (e.g.,
treasury securities);
o Bankers' acceptances, bank certificates of deposit,
commercial paper, and repurchase agreements;
o Units or Shares issued by money market funds (Excluding
funds managed by AGFA. AGF Funds Inc or its Affiliates);
o Units or Shares of open-end mutual funds that are NOT
advised or sub-advised by AGFA, AGF Funds Inc, or its
affiliates.
The above securities have been designated as exempt securities because trading in those securities by Access Persons will generally not generate a conflict with a Managed Account (e.g. likely not be the other side of a Managed Account trade), affect the value or performance of the securities or limit their availability to the Managed Accounts and because trading in those securities by the Managed Accounts will not provide a personal benefit to the Access Person. Compliance, reserves the right to amend the above list as required at any time.
4.7 OBTAINING PRIOR APPROVAL
The following practices have been adopted to ensure that only personal trades which do not conflict with the best interests of the Managed Accounts and which do not provide a benefit to the Access Person from any anticipated Managed Account trading will be approved by Compliance AGFA:
(a) NO CONFLICT BY ACCESS PERSON: The Access Person must advise Compliance, or a designated individual in AGFA (where applicable, incorporated into the AGF Pre-Clearance System) that he or she:
o does not possess material non-public information
relating to the security;
o is not aware of any proposed trade or investment program
relating to that security by any of the Managed
Accounts;
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
o believes the proposed trade has not been offered because
of the Access Person's position in AGFA. and is
available to any market participant on the same terms;
o believes the proposed trade does not contravene any of
the prohibited activities listed in Section 4.2; and
o will provide, on a timely basis, any other information
requested by Compliance, or a designated individual in
AGFA., concerning a personal trade.
(b) SPECIAL RULES FOR PRIVATE PLACEMENTS. Private placements will not be approved unless, in addition to the requirements for the approval of other trades, Compliance, or a designated individual in AGFA, is satisfied, based on the information supplied to it by the Access Person requesting approval for the trade, that the issuer is a "private company" under the Investment Advisors Act of 1940, or equivalent, and the Access Person has no reason to believe that the issuer will make a public offering of its securities in the foreseeable future. Examples include:
o shares, units or similar evidence of ownership of
private companies, private partnerships and other
issuers where the Access Person has a close personal or
business relationship (other than a relationship arising
from the Access Person's position with AGFA) with the
founder or promoter of the issuer; and
o tax shelters that are generally available on a private
placement basis.
(c) SPECIAL RULES FOR INITIAL PUBLIC OFFERINGS. Trades in IPOs will be treated in the same manner as any other non-exempted security for pre-approval purposes. IPOs will differ however, in that the Access Person must provide Compliance, or a designated individual in AGFA, with relevant offering documentation in connection with the IPO, including the offering closing date. Unlike approvals for trades in other securities, an approval of a request to participate in an IPO will remain valid until the closing date of the offering or the date Compliance, or a designated individual in AGFA, revokes approval, whichever is earlier.
(d) SPECIAL RULES FOR STOP LOSS INSTRUCTIONS ON PERSONAL TRADES. In the event an Access Person intends to issue a Stop Loss instruction to a broker regarding any security, the Access Person must obtain prior approval for the securities to which the Stop Loss instruction applies prior to giving the broker the instruction. In addition to following the usual preclearance process (e.g. AGF preclearance system, where applicable), the Access Person must also notify Compliance, or a designated individual in AGFA, by email or other written form of the Stop Loss instruction, detailing the account, the broker and the securities involved. Approval by Compliance, or a designated individual in AGFA, of sell trades will remain valid until the earlier of, the end of the month the approval was granted or Compliance or a designated individual in AGFA revokes approval. In the event the Stop Loss instruction is to remain in effect for the subsequent month, the Access Person must resubmit a pre-approval request, along with the Stop Loss instruction email or other written form to Compliance on the first business day of the subsequent month.
(e) THIRD-PARTY MANAGED (PERSONAL) INVESTMENT ACCOUNTS. Where an Access Person has an investment account with a third-party portfolio investment management firm and the firm has been granted discretion over the management of the assets in the account, the transactions in the discretionary managed account qualify for exemption from the requirement to obtain pre-approval. In order to obtain the exemption the Access Person must execute a declaration obtained from Compliance or a designated individual in AGFA concerning the account and must also ensure duplicate statements are forwarded to Compliance directly by the third-party portfolio investment management firm.
(f) COMPLIANCE REVIEW. Compliance or a designated individual in AGFA will review all relevant information and will only grant approval for the proposed personal trade when it is satisfied the trade will not be contrary to the best interests of the Managed Accounts and does not contravene any of the other restrictions imposed by this Code.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
(g) TRADING APPROVAL PERIOD. Compliance or a designated individual in AGFA will determine the period of time during which the Access Person may conduct the approved trade. The Access Person must re-apply for pre-approval if any part of the approved trade has not been completed by the end of the trading approval period and the Access Person still wishes to complete the remainder of the trade. Typically, pre-approval is granted for 2 business days, which includes the day the approval was granted. Longer pre-approvals may be granted from time to time based on the nature of the request (for example Stop Loss instructions or IPO transactions). Regardless, no pre-approval shall extend beyond one month.
(h) REVOKED TRADING APPROVALS. Compliance may revoke approvals granted to Access Persons within the approved trading period based on information received in connection with the security, the transaction or activities regarding the Managed Accounts. Compliance will immediately issue a notice revoking the approval. Where the Access Person's broker has not successfully completed (i.e. filled) the approved order, the Access Person must immediately contact their broker to cancel the order. Otherwise, the Access Person must immediately notify Compliance in writing of the trade fill details, including timing.
(i) DE MINIMUS AND OTHER EXCEPTIONS. Compliance or a designated individual in AGFA, may grant de minimus and other exceptions to permit a personal trade to proceed where there is no likelihood of the trade being contrary to or in conflict with the best interests of the Managed Accounts. For example, Compliance or a designated individual in AGFA may elect to waive the 5 trading days blackout period described below where the Managed Accounts have disposed of all of their shares of the relevant security and the Access Person also wishes to sell the same security.
4.8 BLACKOUT PERIODS
If the Access Person is a portfolio manager, Compliance or a designated individual in AGFA will generally not approve the proposed trade where there has been trading in a security of the same issuer by a Managed Account managed by that same portfolio manager within the previous 5 trading days, or such reasonable time as determined by AGFA. In all other cases Compliance or a designated individual in AGFA, will generally not approve the proposed trade by the Access Person where trading in a security of the same issuer by any of the Managed Accounts occurred during the previous trading day.
4.9 TRADING ACTIVITY
All Access Persons of AGFA are strongly discouraged from engaging in excessive trading (trading in a manner that disrupts or interferes with one's duties and responsibilities) for their personal accounts. In addition, Access Persons are discouraged from engaging in frequent trading in the same securities (e.g. day trading).
4.10 PERSONAL TRADING REPORTING PROCEDURES
An Access Person must:
(a) BROKERAGE: Disclose immediately to Compliance each brokerage account with a registered securities dealer at the time of opening and/or when the individual first becomes an Access Person. This disclosure is required regardless of the intent to only hold exempted securities in such account.
(b) INITIAL LIST OF HOLDINGS. At the time of becoming an Access Person, provide Compliance with a complete list (the number of securities and the names of the securities) of the securities for all accounts covered by this Code using Schedule I of the Code.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
(c) COPIES OF ACCOUNT STATEMENTS. Instruct their dealer(s) to provide duplicate copies of all statements for the accounts covered by this Code on a timely basis to Compliance, or a designated individual in AGFA. A sample dealer direction letter can be found in Schedule II of the Code.
(d) CONFIRMATION OF APPROVED TRADES. Instruct their dealer(s) to provide duplicate copies of all trade confirmations for the accounts covered by this Code on a timely basis to Compliance, or a designated individual in AGFA. A sample dealer direction letter can be found in Schedule II of the Code.
(e) MONTHLY DISCLOSURE STATEMENTS. Disclose all executed trade details for the month using the Monthly Disclosure Form. The Monthly Disclosure Form shall only include trade details for pre-approved trades. Where a trade was executed without prior approval, disclosure of this fact, including the trade details, must be provided in writing to Compliance immediately and no later than 1 month following submission of the Monthly Disclosure Form for the month in which the unapproved trade was executed. Where there are no executed trades for the month, a declaration of that fact must still be made in the submission of the Monthly Disclosure Form.
Failure to comply with these reporting procedures will be considered a violation of this Code.
4.11 COMPLIANCE REVIEW PROCEDURES
(a) REVIEW OF REPORTED TRADES. Compliance or a designated individual in AGFA will review on a regular basis reports submitted by Access Persons to ensure compliance with the personal trading procedures in this Code.
(b) CONFIDENTIALITY OF INFORMATION. All information received by Compliance or a designated individual in AGFA will be kept strictly confidential and will only be disclosed to other authorized individuals where the disclosure is required to administer this Code, or is required by securities regulators or other competent legal authorities. Both Compliance or a designated individual in AGFA and the Access Person are required to keep details of personal trading approval requests confidential (whether the trades are permitted or denied), subject to any legal obligation to report the trade under U.S. securities laws or other similar requirements.
(c) ENFORCEMENT OF PERSONAL TRADING PROCEDURES. Compliance or a designated individual in the AGFA will issue a written warning to offending Access Persons for any violations of the personal trading procedures in this Code. Such warnings will be copied to the direct supervisor of the Access Person. Violations not remedied within prescribed deadlines will be reported to the head of the business department of the Access Person. In the event the violation continues to remain outstanding, it will be escalated to the Chief Compliance Officer or another member of senior management of AGFA. Compliance will report all violations of personal trading procedures and the corrective action taken by AGFA to the President of AGFA and to the Board of Directors of AGFA.
(d) BREACH OF CODE. An Access Person must report to Compliance or a designated individual in AGFA any violations of this Code that comes to their attention. If an Access Person breaches any of the provisions of the Code, knowingly or unknowingly, the Access Person will be issued a written warning and a copy placed on file. In the event of a second breach an Access Person may have their employment responsibilities revised, be required to forfeit any trading profits, be suspended or be terminated. In the event any breach of the Code constitutes a violation of any securities law, an Access Person may be terminated with cause and may also face additional punishment under U.S. securities laws. Access Persons must cooperate fully in any investigations initiated by the Company under the Code or by securities regulators or other competent legal authorities.
AGF Investments America Inc. Code of Ethics for Personal Trading 2009
SPECIAL RULES FOR OFFICERS AND DIRECTORS
5.1 REPORTING OF SIGNIFICANT INTEREST
Officers and directors are required to report any direct or indirect holding in excess of 5% in any company, using prescribed forms, to Compliance.
ANNUAL REVIEW
6.1 AUTHORITY TO REVIEW AND APPROVE CODE
In their effort to act in the best interests of the investors in the Managed Accounts under this Code, the President and the Chief Compliance Officer (CCO) of AGFA are responsible for reviewing all personal trading rules and other provisions of this Code and for monitoring the administration of this Code. The President of AGFA is responsible for approving the provisions of this Code.
6.2 ANNUAL REPORT TO THE BOARD OF AGFA
Compliance will provide a written report, at least annually, to the Board summarizing:
o compliance with this Code for the period under review;
o violations of this Code for the period under review;
o sanctions imposed under this Code during the period under
review;
o changes in procedures recommended for this Code; and
o any other information requested by the Board.
6.3 ANNUAL REVIEW OF THE CODE
After receiving Compliance's report, the President and CCO of AGFA will review this Code to ensure that its administration is adequate and to identify any amendments that may be necessary in light of legal and business developments and current experience in administering this Code. The President and CCO will recommend such amendments to the Board of Directors for consideration.
ANNUAL CERTIFICATION OF COMPLIANCE
7.1 CERTIFICATION BY EMPLOYEES
Each Access Person will be required to certify annually that each has read the applicable Code of Ethics for Personal Trading and has complied with all applicable requirements of that Code.
AGF Group of Companies Code of Ethics for Personal Trading 2009
SCHEDULE I
LIST OF SECURITIES HOLDINGS
LIST OF SECURITIES HOLDINGS IN INVESTMENT/BROKERAGE ACCOUNTS REGISTERED IN MY NAME; INVESTMENT/BROKERAGE ACCOUNTS FOR WHICH I AM ABLE TO, DIRECTLY OR INDIRECTLY, EXERCISE INVESTMENT OR VOTING CONTROL; AND INVESTMENT/BROKERAGE ACCOUNTS IN WHICH I HAVE A BENEFICIAL INTEREST
(You may exclude all holdings in exempt securities as listed in Section [4.6] of the Code of Ethics on Personal Trading)
---------------------------------------------------------------------------------------------------------------------------- ACCOUNT # & NAME RELATIONSHIP BROKER NAME & SECURITIES HOLDINGS ACCOUNT TYPE (I.E. OF ACCOUNT HOLDER ADDRESS CORPORATE, JOINT, SDRSP, (INCLUDING QUANITIY, PRICE, RSP, CASH, OTHER) TOTAL VALUE OF HOLDINGS) ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- |
I certify that the above is a complete list of all securities holdings in investment/brokerage accounts registered in my name; investment/brokerage accounts for which I am able to, directly or indirectly, exercise investment or voting control; and investment/brokerage accounts in which I have a beneficial interest.
AGF Group of Companies Code of Ethics for Personal Trading 2009
SCHEDULE II
SAMPLE LETTER TO SEND TO INVESTMENT ADVISORS/BROKERS TO REQUEST DUPLICATE TRADE CONFIRMATION AND ACCOUNTS STATEMENTS THAT ARE COVERED BY THIS CODE
{Investment Advisor/Broker's Name}
{Investment Advisor/Broker's Address}
Dear {Investment Advisor/Broker}
RE: ACCOUNT NUMBER(S)
Please send a duplicate copy of all trade confirmations and account(s) statements relating to the above account(s) to:
Attn: Compliance
AGF Management Limited
P.O. Box 343
Toronto Dominion Centre
Toronto, Ontario
M5K 1K7
Yours sincerely,
{Employee's Signature}
{Employee's Name
AGF Group of Companies Code of Ethics for Personal Trading 2009
FARR, MILLER & WASHINGTON, LLC
CODE OF ETHICS
(C) Copyright 2008, National Regulatory Services. All rights reserved.
TABLE OF CONTENTS
1 - Statement of General Policy
2 - Definitions
3 - Standards of Business Conduct
4 - Prohibition Against Insider Trading
5 - Personal Securities Transactions
6 - Protecting the Confidentiality of Client Information
7 - Compliance Procedures
8 - Certification
9 - Records
10 - Reporting Violations and Sanctions
STATEMENT OF GENERAL POLICY
This Code of Ethics ("Code") has been adopted by Farr, Miller & Washington, LLC effective February 1, 2005 and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act").
This Code establishes rules of conduct for all employees of Farr, Miller & Washington, LLC and is designed to, among other things, govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Farr, Miller & Washington, LLC and its employees owe a fiduciary duty to Farr, Miller & Washington, LLC'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.
The Code is designed to ensure that the high ethical standards long maintained by Farr, Miller & Washington, LLC continue to be applied. 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 our firm continues to be a direct reflection of the conduct of each employee.
Pursuant to Section 206 of the Advisers Act, both Farr, Miller & Washington, LLC and its employees 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 the Farr, Miller & Washington, LLC has an affirmative duty of utmost good faith to act solely in the best interest of its clients.
Farr, Miller & Washington, LLC and its employees are subject to the following specific fiduciary obligations when dealing with clients:
o The duty to have a reasonable, independent basis for the
investment advice provided;
o 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;
o The duty to ensure that investment advice is suitable to meeting
the client's individual objectives, needs and circumstances; and
o A duty to be loyal to clients.
In meeting its fiduciary responsibilities to its clients, Farr, Miller & Washington, LLC expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Farr, Miller & Washington, LLC. Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Farr, Miller & Washington, LLC. Farr, Miller & Washington, LLC's reputation for fair and honest dealing with its clients has taken considerable time to build. This 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 our clients. Employees are urged to seek the advice of the President, Michael K. Farr, or Susan W. Cantus, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Farr, Miller & Washington, LLC.
The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Farr, Miller & Washington, LLC in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the President, Michael K. Farr, or the CCO, Susan W. Cantus. They may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our 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 employees.
Susan W. Cantus will periodically report to senior management/board of directors of Farr, Miller & Washington, LLC to document compliance with this Code.
DEFINITIONS
For the purposes of this Code, the following definitions shall apply:
o "Access person" means any supervised person who: has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund RIA or its control affiliates manage; or is involved in making securities recommendations to clients that are nonpublic.
o "Account" means accounts of any employee and includes accounts of the employee's immediate family members (any relative by blood or marriage living in the employee's household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.
o "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 in determining whether a
person is the beneficial owner of a security for purposes of
Section 16 of such Act and the rules and regulations
thereunder.
o "Reportable security" means any security as defined in
Section 202(a)(18) of the Advisers Act, except that it does
not include: (i) Transactions and holdings in 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) Transactions and holdings
in shares of other types of open-end registered mutual
funds, unless Farr, Miller & Washington, LLC or a control
affiliate acts as the investment adviser or principal
underwriter for the fund; and (v) Transactions in units of a
unit investment trust if the unit investment trust is
invested exclusively in mutual funds, unless Farr, Miller &
Washington, LLC or a control affiliate. acts as the
investment adviser or principal underwriter for the fund.
o "Supervised person" means directors, officers and partners of Farr, Miller & Washington, LLC (or other persons occupying a similar status or performing similar functions); employees of Farr, Miller & Washington, LLC (full time, temporary and consultants); and any other person who provides advice on behalf of Farr, Miller & Washington, LLC and is subject to Farr, Miller & Washington, LLC's supervision and control.
STANDARDS OF BUSINESS CONDUCT
Farr, Miller & Washington, LLC 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 our firm and its employees by our clients is something we value and endeavor to protect. The following Standards of Business Conduct sets 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 Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, 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 the firm's Policies and Procedures Manual. The Code also contains policies and procedures with respect to personal securities transactions of all Farr, Miller & Washington, LLC's supervised persons as defined herein. These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest or in accounts over which the supervised person exercises control as well as transactions by members of the supervised person's immediate family.
Section 206 of the Advisers Act makes it unlawful for Farr, Miller & Washington, LLC 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. This 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.
PROHIBITION AGAINST INSIDER TRADING
Every supervised person is prohibited from trading while in possession of material, nonpublic information or communicating such information to others in violation of the law. A copy of Farr, Miller & Washington's Policies and Procedures Concerning the Misue of Material Non-Public Information can be found in the firm's Policies and Procedures Manual. Any violation of the firm's policy statement can be expected to result in serious sanctions by Farr, Miller & Washington, including dismissal of the person(s) invloved.
PERSONAL SECURITIES TRANSACTIONS
GENERAL POLICY
Farr, Miller & Washington, LLC has adopted the following principles governing personal investment activities by Farr, Miller & Washington, LLC's supervised persons:
o The interests of client accounts will at all times be placed
first;
o 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;
and
o Supervised persons must not take inappropriate advantage of their
positions.
PRE-CLEARANCE REQUIRED FOR PRIVATE OR LIMITED OFFERINGS
No supervised person shall acquire beneficial ownership of any securities in a limited offering or private placement without the prior written approval of Michael K. Farr or Susan W. Cantus who has been provided with full details of the proposed transaction and, if approved, will be subject to continuous monitoring for possible future conflicts.
INTERESTED TRANSACTIONS
No supervised person shall recommend any securities transactions for a client without having disclosed his or her interest, if any, in such securities or the issuer thereof, including without limitation:
o any direct or indirect beneficial ownership of any securities of
such issuer;
o any contemplated transaction by such person in such securities;
o any position with such issuer or its affiliates; and
o any present or proposed business relationship between such issuer
or its affiliates and such person or any party in which such
person has a significant interest.
PROTECTING THE CONFIDENTIALITY OF CLIENT INFORMATION
CONFIDENTIAL CLIENT INFORMATION
In the course of investment advisory activities of Farr, Miller & Washington, LLC, the firm gains access to non-public information about its clients. Such information may include a person's status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by Farr, Miller & Washington, LLC to clients, and data or analyses derived from such non-public personal information (collectively referred to as "Confidential Client Information"). All Confidential Client Information, whether relating to Farr, Miller & Washington, LLC's current or former clients, is subject to the Code's policies and procedures. Any doubts about the confidentiality of information must be resolved in favor of confidentiality.
NON-DISCLOSURE OF CONFIDENTIAL CLIENT INFORMATION
All information regarding Farr, Miller & Washington, LLC's clients is confidential. Information may only be disclosed when the disclosure is consistent with the firm's policy and the client's direction. Farr, Miller & Washington, LLC does not share Confidential Client Information with any third parties, except in the following circumstances:
o As necessary to provide service that the client requested or authorized, or to maintain and service the client's account. Farr, Miller & Washington, LLC will require that any financial intermediary, agent or other service provider utilized by Farr, Miller & Washington, LLC (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by Farr, Miller & Washington, LLC only for the performance of the specific service requested by Farr, Miller & Washington, LLC;
o As required by regulatory authorities or law enforcement officials who have jurisdiction over Farr, Miller & Washington, LLC, or as otherwise required by any applicable law. In the event Farr, Miller & Washington, LLC is compelled to disclose Confidential Client Information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy. If no protective order or other appropriate remedy is obtained, Farr, Miller & Washington, LLC shall disclose only such information, and only in such detail, as is legally required;
o To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.
EMPLOYEE RESPONSIBILITIES
All supervised persons are prohibited, either during or after the termination of their employment with Farr, Miller & Washington, LLC, from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above. A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have access to such information to deliver the Farr, Miller & Washington, LLC's services to the client.
Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with Farr, Miller & Washington, LLC, must return all such documents to Farr, Miller & Washington, LLC.
Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.
SECURITY OF CONFIDENTIAL PERSONAL INFORMATION
Farr, Miller & Washington, LLC enforces the following policies and procedures to protect the security of Confidential Client Information:
o The firm restricts access to Confidential Client Information to
those supervised persons who need to know such information to
provide Farr, Miller & Washington, LLC's services to clients;
o Any supervised person who is authorized to have access to
Confidential Client Information in connection with the performance
of such person's duties and responsibilities is required to keep
such information in a secure compartment, file or receptacle on a
daily basis as of the close of each business day;
o All electronic or computer files containing any Confidential
Client Information shall be password secured and firewall
protected from access by unauthorized persons;
o Any conversations involving Confidential Client Information, if
appropriate at all, must be conducted by supervised persons in
private, and care must be taken to avoid any unauthorized persons
overhearing or intercepting such conversations.
o Upon hire, each employee is required to sign a Confidentiality
agreement. This form is kept in the employee's personnel file.
PRIVACY POLICY
As a registered investment adviser, Farr, Miller & Washington, LLC and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the "nonpublic personal information" of natural person clients. "Nonpublic information," under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information. Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services. Pursuant to Regulation S-P Farr, Miller & Washington, LLC has adopted policies and procedures to safeguard the information of natural person clients.
ENFORCEMENT AND REVIEW OF CONFIDENTIALITY AND PRIVACY POLICIES
The President, Michael Farr, is responsible for reviewing, maintaining and enforcing Farr, Miller & Washington, LLC's confidentiality and privacy policies. Any exceptions to this policy requires the written approval of Michael Farr.
COMPLIANCE PROCEDURES
PRE-CLEARANCE
A supervised person may, directly or indirectly, acquire or dispose of beneficial ownership of a reportable security only if: (i) such purchase or sale has been approved by a supervisory person designated by Farr, Miller & Washington, LLC firm; (ii) the approved transaction is completed by the close of business on the second trading day after approval is received; and (iii) the designated supervisory person has not rescinded such approval prior to execution of the transaction. Post-approval is not permitted.
Clearance must be obtained by completing and signing the Pre-clearance Form provided for that purpose by Susan W. Cantus. The Chief Compliance Officer monitors all transactions by all access persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of frontrunning. If the compliance officer is not available, approval may be given the by the President, Michael Farr or the CFO, Michael Fox.
Advance trade clearance in no way waives or absolves any supervised person of the obligation to abide by the provisions, principles and objectives of this Code.
REPORTING REQUIREMENTS
Every supervised person shall provide initial and annual holdings reports and quarterly transaction reports to Susan W. Cantus which must contain the information described below. It is the policy of Farr, Miller & Washington, LLC that each supervised person must arrange for their brokerage firm(s) to send automatic duplicate brokerage account statements and trade confirmations of all securities transactions to Susan W. Cantus.
1. Initial Holdings Report
Every supervised person shall, upon hire and no later than ten (10) days after the person becomes a supervised person, file an initial holdings report containing the following information:
o The title and exchange ticker symbol or CUSIP number, type of
security, number of shares and principal amount (if applicable) of
each covered security in which the supervised person had any
direct or indirect beneficial interest ownership when the person
becomes a supervised person;
o The name of any broker, dealer or bank, account name, number and
location with whom the supervised person maintained an account in
which any securities were held for the direct or indirect benefit
of the supervised person; and
o The date that the report is submitted by the supervised person.
The information submitted must be current as of a date no more than forty-five (45) days before the person became a supervised person.
2. Annual Holdings Report
Every supervised 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 supervised 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 covered security in which the supervised persons had any direct or indirect beneficial ownership:
o The date of the transaction, the title and exchange ticker symbol
or CUSIP number, the interest rate and maturity date (if
applicable), the number of shares and the principal amount (if
applicable) of each covered security;
o The nature of the transaction (i.e., purchase, sale or any other
type of acquisition or disposition);
o The price of the covered security at which the transaction was
effected;
o The name of the broker, dealer or bank with or through whom the
transaction was effected; and
o The date the report is submitted by the supervised person.
(** Please note that this requirement may be satisfied by receipt of employee's duplicate brokerage account statement and trade confirmations.)
4. Exempt Transactions
A supervised person need not submit a report with respect to:
o Transactions effected for, covered securities held in, any account
over which the person has no direct or indirect influence or
control;
o Transactions effected pursuant to an automatic investment plan;
o Any transaction or holding report if Farr, Miller & Washington,
LLC has only one supervised person, so long as the firm maintains
records of the information otherwise required to be reported
5. Monitoring and Review of Personal Securities Transactions
Susan W. Cantus or a designee will monitor and review all reports required under the Code for compliance with Farr, Miller & Washington, LLC's policies regarding personal securities transactions and applicable SEC rules and regulations. Susan W. Cantus may also initiate inquiries of supervised persons regarding personal securities trading. Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed Farr, Miller & Washington, LLC. Any transactions for any accounts of Susan W. Cantus will be reviewed and approved by the President or other designated supervisory person. Susan W. Cantus shall at least annually identify all supervised persons who are required to file reports pursuant to the Code and will inform such supervised persons of their reporting obligations.
CERTIFICATION
INITIAL CERTIFICATION
All supervised persons will be provided with a copy of the Code and
must initially certify in writing to Susan W. Cantus 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 account holdings as required by the Code.
ACKNOWLEDGEMENT OF AMENDMENTS
All supervised persons shall receive any amendments to the Code and must certify to Susan W. Cantus 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 Code as amended.
ANNUAL CERTIFICATION
All supervised persons must annually certify in writing to Susan W. Cantus 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 Michael K. Farr or Susan W. Cantus regarding any inquiries pertaining to the Code or the policies established herein.
RECORDS
Susan W. Cantus shall maintain and cause to be maintained in a readily accessible place the following records:
o A copy of any code of ethics adopted by the firm pursuant to
Advisers Act Rule 204A-1 which is or has been in effect during the
past five years;
o A record of any violation of Farr, Miller & Washington, LLC's Code
and any action that was taken as a result of such violation for a
period of five years from the end of the fiscal year in which the
violation occurred;
o A record of all written acknowledgements of receipt of the Code
and amendments thereto for each person who is currently, or within
the past five years was, a supervised person which shall be
retained for five years after the individual ceases to be a
supervised person of Farr, Miller & Washington, LLC;
o A copy of each report made pursuant to Advisers Act Rule 204A-1,
including any brokerage confirmations and account statements made
in lieu of these reports;
o A list of all persons who are, or within the preceding five years
have been, access persons;
o A record of any decision and reasons supporting such decision to
approve a supervised persons' acquisition of limited offerings
within the past five years after the end of the fiscal year in
which such approval is granted.
REPORTING VIOLATIONS AND SANCTIONS
All supervised persons shall promptly report to Michael Farr or Susan W. Cantus all apparent violations of the Code.
Susan W. Cantus shall promptly report to senior management all apparent material violations of the Code. When Susan W. Cantus 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 or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this 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 the employee's employment with the firm.
LEE MUNDER [LOGO] CAPITAL GROUP
CODE OF ETHICS
GOAL
Lee Munder Capital Group, LLC ("LMCG" or the "Firm") is committed to the highest
ethical and professional standards. This Code of Ethics applies to all Employees
of LMCG, and governs your personal conduct and your personal investment
transactions. The goal of LMCG's Code of Ethics and the Firm's policies,
procedures and organizational structure is to establish standards and
corresponding processes that put the interests of LMCG's clients first, ensure
that no client or account is favored over another, and identify and disclose
conflicts of interest whenever the possibility arises.
INTRODUCTION
LMCG has an affirmative duty of care, loyalty, honesty and good faith to act in
the best interest 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.
The Firm has the responsibility to supervise Employees and communicate the expectation that Employees are required to comply with this Code of Ethics, existing LMCG policies and procedures and with all applicable state and Federal securities laws.
All Employees need to be familiar with all the processes related to their function and embrace the intent and the spirit conveyed in the LMCG's policies and the corresponding culture of fiduciary obligation and client service.
Employees are encouraged to raise any questions concerning this Code of Ethics or other LMCG policies with the Chief Compliance Officer or a member of the Compliance Office.
DEFINITIONS
"Access Person" includes all Employees of Lee Munder Capital Group, LLC.
"Beneficial Ownership" of a security means having or sharing the power to dispose of or to vote the security. For purposes of this Code, a person is deemed to beneficially own the following securities, among others: (i) Securities held in a person's own name, or that are held for the person's benefit in a nominee, custodial or street name account; (ii) Securities owned by or for a partnership in which the person is a general partner; (iii) Securities that are being managed for a person's benefit on a discretionary basis by an investment adviser, broker, bank, trust company or other manager, unless the securities are held in a blind trust or similar arrangement; (iv) Securities in a person's individual retirement account; (v) Securities in a person's 401(k) or similar retirement plan; (vi) Securities owned by a trust of which the person is either a trustee or a beneficiary; (vii) Securities owned by a corporation, partnership or other entity which the person controls. This is not a complete list of the forms of ownership that could constitute "Beneficial Ownership" for purposes of this procedure. If you have specific questions, you should ask the Compliance Office.
"Covered Security" means any Security (as defined below) other than: (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) other shares issued by registered open-end investment
companies (mutual funds) EXCEPT THOSE MUTUAL FUNDS FOR WHICH LMCG OR AN
AFFILIATE ACTS AS THE INVESTMENT ADVISER OR SUB-ADVISER OR PRINCIPAL
UNDERWRITER; (v) shares issued by unit investment trusts that are invested
exclusively in unaffiliated mutual funds; (vi) Exchange Traded Funds ("ETFs");
(vii) closed end funds; (viii) collective trust funds.
"Employee" includes individuals who work for LMCG on an ongoing basis either full-time or part-time and some contractors providing long-term (greater than three consecutive months) service to the Firm. The CCO will be responsible for determining if a long-term contractor should be covered by this Code based on the degree of supervision and control and access to investment information.
"Family Member" means an officer's or Employee's "significant other," spouse or other relative, whether related by blood, marriage or otherwise, who either (i) shares the same home, or (ii) is financially dependent upon the officer or Employee, or (iii) whose investments are controlled by the officer or Employee. The term also includes any unrelated individual whose investments are controlled by and to whose financial support the officer or Employee materially contributes.
"Investment Person" means (i) any executive officer of the Firm; (ii) personnel employed by the Firm who make investment decisions for clients (portfolio manager), who provide information or advise to the portfolio manager (analyst), who help execute and implement the portfolio manager's decision (traders), or any other individual who has knowledge regarding client trades in advance of execution (junior analyst, client services, compliance).
"Security" includes all stock, debt obligations and other instruments in which client funds may be invested, including any warrant or option to acquire or sell a security and financial futures contracts.
CONFIDENTIALITY
LMCG will keep all information about Clients (including potential and former
clients) in the strictest confidence, in compliance with the Firm's Privacy
Notice and Privacy Policy.
No Employee of LMCG shall discuss in person or by telephone any information relating to the voting or investment of any account of LMCG in the presence, or within the hearing, of any employee, officer or director of Convergent Capital Management ("CCM"), including those serving as an outside director of LMCG. If such information is discussed with, or in the presence of, a CCM-related person serving as an Outside Director, that person is prohibited from communicating that information to any other CCM employee, officer or director.
Notwithstanding the preceding statements, employees, officers or directors of CCM and Employees of LMCG may discuss general trends in the securities markets, including information relating to specific securities, for information purposes and that are not designed to influence, directly or indirectly, the investment discretion of LMCG.
POLITICAL AND CHARITABLE CONTRIBUTIONS
LMCG prohibits Employees from making political contributions for the purpose of
obtaining or retaining advisory contracts with government entities. No Employee
may engage in any charitable, civic or trade association activity which could
interfere with the Employee's obligation to LMCG or specific requirements of
LMCG clients.
No Employee may make or authorize any contribution by LMCG or expenditure by LMCG for or on behalf of any political party, organization, committee, candidate, or public official or in connection with any political caucus, convention or election. Under federal and many state laws, prohibited corporate contributions and expenditures include the donation of company funds, the use of corporate facilities, including office space, and duplicating, telephone or word processing equipment, and the donation of the services of corporate Employees to the campaign committee of a candidate.
SERVICE WITH OTHER ORGANIZATIONS
LMCG discourages Employees from engaging in outside business or investment
activities that may interfere with their duties within the Firm.
Each Employee must report, upon commencement of employment and annually thereafter, affiliations and relationships with outside entities, both public and private.
No Employee may accept employment or provide any service to any third party, unless an Employee has first obtained the written consent of the Chief Compliance Officer (CCO). Authorization shall be made in writing and maintained in the Employee's personnel file.
FIDUCIARY APPOINTMENTS
Employees need to receive approval from the Chief Compliance Officer before
accepting an executorship, trusteeship, or power of attorney, other than as a
result of a family or personal relationship and not as a result of employment
with LMCG.
RECOMMENDATIONS MAY BE CONTINGENT UPON DISCLOSURE
Investment Persons are prohibited from recommending, implementing or considering
any security 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.
SOLICITATION OF GIFTS OR ENTERTAINMENT
Employees shall not solicit gifts or entertainment of any value for themselves
or the firm.
RECEIPT OF GIFTS: From time to time, outside service providers or vendors may offer Employees gifts or other tokens intended to show appreciation or further the relationship of the vendor with LMCG. Gifts in excess of $100 per year may not be accepted, and in no event may an Employee accept a cash gift.
GIFT LOG: Compliance maintains a Gift Log of all gifts received by Employees in the amount of $50 or more. It is the responsibility of an Employee to bring information regarding gifts to the attention of Compliance Office for proper documenting.
ENTERTAINMENT: Employees may accept, under limited circumstances, opportunities to attend events (sporting, theater, dinner) offered by vendors. These opportunities should only be accepted in the event that the vendor is also attending the event and the event is designed to improve the business relationship. Employees should review with their manager attendance at these events. Frequent attendance of events with the same vendor should be avoided.
This policy is not intended to discourage the necessary occasions where a vendor may pay for a meal or the periodic sporting event in order to provide a time or location for more detailed discussions or promote relationships. However, Employees should be mindful of the number of events, the amount of time attending such events and the level of extravagance associated with the events.
MISUSE OR MISREPRESENTATION OF CORPORATE POSITION
No Employee may use his or her position with LMCG to further any personal
interests.
No Employee may use company facilities, equipment or material other than for corporate business.
No Employee may use his or her corporate position in any manner that would lead someone outside LMCG to believe that an Employee is acting within the scope of his or her corporate duties or on behalf of LMCG when he or she is not.
TRAINING & CERTIFICATION
Each newly hired Employee will receive a copy of this Code of Ethics upon commencement of employment with LMCG, and will be required to acknowledge receipt of these procedures. An Employee is required to submit to Compliance Office, within ten (10) days from commencement of employment, a list of personal holdings and accounts which is no older than forty-five (45) days.
At least annually the Compliance Office shall conduct a training session, which all employees are required to attend, to review the requirements of these policies and procedures.
Certifications will be obtained as part of the initial and annual training process. Every Employee must certify on an annual basis that he or she has: (i) complied with these policies and procedures; (ii) received, read and understood them; and (iii) disclosed, pre-cleared, and reported all transactions in securities consistent with the requirements of these policies and procedures.
From time to time the CCO will be required to report to the Board of Members regarding the Code of Ethics or other compliance matters. Records and certifications are maintained by LMCG Compliance Department.
OTHER CODES OF ETHICS AND STANDARDS OF PRACTICE
At LMCG, some of the Employees have earned and others are candidates for the
Chartered Financial Analyst designation ("CFA(R)") and are subject to the CFA(R)
Institute Code of Ethics and Standards of Professional Conduct contained in the
CFA(R) Institute Standards of Practice Handbook. Employees are reminded that the
Handbook is an excellent resource for information on professional conduct.
Copies are available from the Compliance Office.
Certain Employees may also be registered representatives of affiliated broker-dealers and will be covered by the broker-dealer's Code of Ethics and policies. Mutual Funds, Wrap Fee programs or other financial firms doing business with LMCG may require compliance with additional rules. In the event of a conflict between LMCG's policies and another entity's rules, the more restrictive policy should apply.
CODE OF ETHICS ENFORCEMENT
Employees are required annually to certify their compliance with this Code of
Ethics. The Compliance Office may grant exemptions/exceptions to the
requirements of the Code on a case-by-case basis if the proposed conduct appears
to involve no opportunity for abuse. All exceptions/exemptions shall be in
writing and copies shall be maintained by Compliance Department.
If any Employee becomes aware of a violation of the Code of Ethics, whether by him/her or by another person, the violation must be reported to the Chief Compliance Officer promptly. You may report violations or suspected violations without fear of retaliation. LMCG does not permit retaliation of any kind against Employees for good faith reports of potentially illegal or unethical behavior.
A record shall be maintained of all violations or suspected violations reported to the Chief Compliance Officer, and any other violations of which the Compliance Office becomes aware, and of the results of the investigation and/or resolution of such violation. Such record may, but need not, include the name of the person reporting the violation.
Employees are advised that the Code's procedures (including Insider Trading and Employee Personal Trading procedures) will be monitored and enforced, with potential sanctions for violations including a written warning, disgorgement of profits, fines, suspension, termination and, where required, reports to the CFA(R) Institute or the appropriate regulatory authority. Copies of all reports filed, records of violations and any records of sanctions imposed will be maintained in a compliance file.
The Chief Compliance Officer shall have primary responsibility for enforcing the Code of Ethics and will consult with the Chief Executive Officer when appropriate.
INSIDER TRADING POLICY AND PROCEDURES
POLICY: Under the Insider Trading and Securities Fraud Enforcement Act of 1988 ("ITSFEA"), LMCG must establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, nonpublic information. These procedures are designed to prevent the misuse of material, nonpublic information by the Firm and its Employees and directors. Failure to institute such policies and procedures could result in very substantial liability. Assuming "inside" information were actually misused, the Firm, the individuals involved, and Firm officers and directors, could face potentially substantial regulatory, civil and criminal sanctions, including mandated jail sentences, a fine of not less than $1,000,000 for each violation, potential loss of license as an investment adviser and possible liability under the Racketeer Influenced and Corrupt Organizations Act.
AS AN INDIRECT SUBSIDIARY OF CITY NATIONAL CORPORATION, SPECIAL CARE SHOULD BE TAKEN TO ENSURE THAT INFORMATION YOU ARE AWARE OF ABOUT THE FIRM AND/OR CITY NATIONAL CORPORATION NOT BE UTILIZED IN VIOLATION OF THIS POLICY OR PROCEDURES.
BACKGROUND: On a day-to-day basis, you may come into possession of information that has not yet been released to the public about companies with which the Firm does business or has other dealings. Depending on the significance of the information and the circumstances under which you receive it, the information may be considered "inside information" under United States securities laws. Rule 10b-5, promulgated by the Securities and Exchange Commission ("SEC") pursuant to its rule-making authority under the Securities Exchange Act of 1934, makes it unlawful for any person in connection with the purchase or sale of any registered or unregistered security:
(1) to employ any device, scheme, or artifice to defraud,
(2) to make any untrue statement of material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, or
(3) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.
From its inception, courts have held that the misuse of "inside" information constitutes fraud under Rule 10b-5.(1) The misuse of "inside" information includes purchasing or selling securities on the basis of such information for the account of the Firm, yourself, a Family Member, customers, clients, or anyone else.
Misuse also includes "tipping" such information to anyone or using it as a basis for recommending the purchase or sale of a security. Courts have further found that the misappropriation of confidential information from an employer in connection with the purchase or sale of securities, contrary to an Employee's duty to the employer, constitutes fraud within the meaning of Rule 10b-5.
Additionally, under Regulation FD, public companies have had significant constraints imposed on their dealings with investors and analysts in order to eliminate the potential for disclosure of "inside" information and to provide greater transparency and level of the playfield.
INSIDE INFORMATION: The term "inside" information generally includes "MATERIAL" information which is "NON-PUBLIC" and has been provided ON A CONFIDENTIAL BASIS or IN BREACH OF A FIDUCIARY DUTY. In light of the severe sanctions for misuse of inside information (including disciplinary actions for violating the Adviser's policy prohibiting such activities), you should strictly adhere to the following guidelines:
Assume that ALL information you learn about a company is "inside information" and is non-public unless you know or have reasonable basis to believe that the information has been publicly disseminated. Examples of cases where you would have such reasonable basis would include information obtained at conferences, information during open meetings or investor conference calls, or updates to previously public information.
Once material, non-public information has been released to the investing public, it loses its status as "inside" information. However, for "non-public" information to become public information it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.
For Rule 10b-5 purposes, an insider is any person who, by reason of his fiduciary or commercial relationship to an issuer of securities (including CYN), has access to material, non public information. As an insider, the Firm has a fiduciary obligation not to breach the trust of the party that has communicated the "inside" information by misusing that information, including information about CYN, of which the Firm is aware.
It is possible that events at the Firm could be deemed under certain circumstances to be "material" with respect to the Company's indirect parent, City National Corporation ("CYN"). You should consult with the Compliance Office if you believe an issue at the Firm could be material to CYN, or if, in the course of your duties at the Firm, you learn something material about CYN.
Due to the nature of our business, we must be especially wary of "inside" information disclosed in breach of a corporate insider's fiduciary duty. Even where there is no expectation of confidentiality, the Firm personnel may become "insiders" upon receiving material, non-public information in circumstances where they know, or should know, that a corporate insider is disclosing information in breach of the fiduciary duty he or she owes the corporation and its shareholders. Firm personnel may, depending on the circumstances, also become "insiders" or "tippees" when they obtain apparently material, non-public information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and "tips" from insiders or other third parties.
Given the potentially severe regulatory, civil and criminal sanctions to which the Firm and its personnel could be subject, any director or Employee uncertain as to whether the information he or she possesses is "inside" information should immediately contact the Compliance Office. Pending a final determination by the Compliance Office, the information must be treated as "inside" information which cannot be otherwise communicated or misused.
PROCEDURES TO FOLLOW:
o An Employee must contact the Compliance Office if he or she becomes aware of material, non-public information.
o An Employee must contact the Compliance Office if he or she becomes aware of an actual or potential insider trading violation or violation of the policies and procedures contained herein.
o Do not purchase or sell, or agree to purchase or sell, any securities of any company as to which you have inside information, or any related "derivative" securities (such as exchange-traded options), and do not suggest or recommend that anyone you know purchase or sell any such securities for an account of the company, any affiliate, any company or affiliate customer or client, or any third party.
o Do not purchase or sell, or agree to purchase or sell, any securities of any company as to which you have inside information, or any related "derivative" securities (such as exchange-traded options), and do not suggest or recommend that anyone you know purchase or sell any such securities for your personal account, or for any account over which you have a direct or indirect beneficial interest (including an account held by or for any family member), or for any other account over which you have discretionary investment authority or power or attorney.
o Do not engage in "tipping" or solicit or recommend, whether formally, informally, orally or in writing, the purchase of sale of any security based on "inside" information relevant to that security.
o Do not discuss "inside" information with ANYONE who does not have a "need to know" the information; this includes discussing such information with other Employees unless they have a "need to know," with family members; and also discussing such information via cell phones, in elevators, hallways or other places where you may be overheard by others who do not have a "need to know."
o All information held by the Firm in connection with the purchase or sale of securities must be kept confidential.
The Compliance Office will periodically review Employee trades to verify compliance and detect insider trading (e.g., by comparing such trades with trades by the Firm's advisory accounts and securities listed on "restricted" lists).
INFORMATION BLOCKING DEVICES ("CHINESE WALL"): When one or more Firm Employees receive material, nonpublic information about a company while serving in any other capacity which, in the opinion of the Compliance Office, necessitates information blocking devices (also called "Chinese Walls"), no Employee or advisory account may trade in securities issued by such company until information blocking devices designed to block the flow of such information between the "Inside Employees" and other Employees and departments are in place.
Information blocking devices shall prohibit:
o The "Inside Employee(s)" from discussing the material, nonpublic information with other Employees unless they are also "Inside Employees";
o The "Inside Employee(s)" from trading, or recommending the trading, of securities issued by the company which is the subject of the material, non-public information; and
o Access by non-"Inside Employees" to any files, including computer files, containing the material, nonpublic information. Physical and electronic systems must be put in place to prevent such access.
THE FIRM AND AFFILIATE INFORMATION FLOW: The Firm does not conduct joint operations and does not share investment information with any of its affiliated investment advisers and does not provide investment advice that is formulated, in whole or in part, by such affiliated investment advisers. However, you may be aware of information about the Firm that could impact CYN. Before disclosing that information to any third party, please consult with the Compliance Department.
RESTRICTED LISTS: The Compliance Office will place certain securities on a "restricted list." Securities issued by companies about which an Employee or a limited number of persons possess material, non-public information should be placed on the restricted list.
Employees are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed on the restricted list. The Compliance Office maintains the restricted lists, and ensures that all client and personal transactions are reviewed against the restricted list. The stock of the Firm's indirect parent, City National Corporation ("CYN") is placed on the restricted list.
EMPLOYEE PERSONAL TRADING POLICY AND PROCEDURES
POLICY: LMCG recognizes that Employee trading for personal accounts represents an inherent conflict of interest that requires supervision. Therefore LMCG, as part of its enforcement of its obligations of fiduciary duty to clients as emphasized in the LMCG Code of Ethics, shall develop procedures to ensure Employee's personal trading for their personal accounts does not conflict with those of LMCG clients.
PROCEDURES: LMCG Employees may trade for their personal accounts, but must do so in conformance with these procedures as a condition of continued employment.
All Employees need to be aware of and familiar with these procedures. Certain Employees by the nature of their positions and access to certain information have additional constraints and corresponding requirements that they need to keep in mind in the event that they want to trade for their, or a Family Member's personal account. These procedures identify processes that need to be followed for all Access Persons and Investment Persons, as well as their Family Members. A list of Access Persons and Investment Persons, and the products with which each Investment Person is involved, is maintained by the Compliance Department, and is updated at least annually.
ALL EMPLOYEES: PRE-CLEARANCE
LMCG requires that all permitted personal trades for Employees and their Family Members be pre-cleared. This requirement for pre-clearance approval applies to all transactions in Covered Securities, except for (i) purchases or sales that are non-volitional on the part of the Employee (e.g., purchases made pursuant to an automatic dividend reinvestment plan); (ii) purchases implemented upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities; (iii) trades in unaffiliated funds in mutual-fund only 401K, 403B and 529 Plans; (iv) accounts placed with an outside adviser where such adviser has full and sole discretion as to the timing and nature of securities transactions in those accounts. Such accounts shall not be afforded special treatment in the placement of securities transactions by the outside investment adviser.
The Compliance Office may pre-clear transactions that appear, upon reasonable inquiry, to present no reasonable likelihood of harm to any client. The Compliance Office shall prepare and maintain appropriate documentation for the pre-clearance of personal trades by Employees. A request for pre-clearance should be submitted to the Compliance Office, containing the following information (exhibit A):
o The Employee's name and name of the individual trading, if different;
o Name of security or derivative and ticker symbol of security, of publicly traded;
o CUSIP number, if publicly traded;
o Type of transaction (sale or purchase)
o If a private placement (including 144As), the seller and/or the broker and whether or not the seller and/or the broker is one with whom the Employee does business on a regular basis
Requests for Private Placements must be submitted to the Chief Compliance Officer for a written consent. CCO will consider whether investment opportunity should be reserved for clients or whether the opportunity is being offered to the Employee by virtue of their position with the Firm. Subsequent consideration for investing in any private placement issuer held by an Employee will be subject to review and written approval by the CCO.
o The date of the request
o The type of security.
Please note that the approval is effective only for the date granted.
ALL EMPLOYEES AND FAMILY MEMBERS: PROHIBITED TRANSACTIONS
o If LMCG is trading in a security for a client portfolio at the same time an Employee proposes to trade the same security, pre-clearance will be denied.
o No Employee may trade shares of CITY NATIONAL CORPORATION ("CYN"), or any other security which appears on LMCG Restricted List.
o No Employee may acquire a security in an initial public offering (IPO).
o No Employee may profit from short-term trading. Employees may not purchase
Covered Securities followed by the sale of the same security within SIXTY
(60) DAYS after the purchase. Employees may not sell a Covered Security
followed by the purchase of the same security within sixty (60) days after
the sale. Employees may sell, AT A LOSS, any security held for less than
sixty (60) days without such sale being considered a violation of this
policy.
o No Employee may make any decision to buy or sell any personal investment or enter into any financial or business relationship or participate in any transaction which would impair his or her independence of judgment or adversely affect the performance of his or her duties in the best interests of the Firm.
o No Employee may use his or her position with the Firm for personal profit or gain or for the profit or gain of any family member.
o No Employee may make personal use of confidential or proprietary information acquired as an Employee of LMCG, including using such information to make any decision to buy or sell any securities, real property or other investment or to enter into any financial or business relationship for his or her own account or for the account of any family member.
o No Employee may acquire or dispose of any investment for his or her own account or the account of any Family Member if such investment activity would compete with any current or proposed investment activity of LMCG.
o Employees must avoid any action that would cause a relative or other third party to engage in a securities transaction that an Employee would not be able to complete otherwise.
INVESTMENT PERSONS: PROHIBITED TRANSACTIONS
No Investment Person, Family Member, or other third party acting upon the advice or instruction of such Investment Personnel, may:
o Take positions inconsistent with clients' positions in the same securities.
o Implement or consider any security transaction for a client without having disclosed to the CCO any material beneficial ownership, business or personal relationship or any other material interest in the issuer or its affiliates.
o Short a position where the position held long by any accounts managed by the Firm is less liquid and the firms' aggregated position is material (stock appears on the "No Short List").
In addition, Investment Persons are reminded of the importance of not "front-running" a trade or trading in close proximity (before or after) to a known or expected trade in an LMCG product, other than trades due to client rebalancing or cash flows (a "Product Trade"). A BLACK-OUT PERIOD applies to all Investment Persons for the securities where they have actual or presumed knowledge of Product Trades.
Investment Persons will be presumed to have knowledge of Product Trades for the products they are involved with for seven (7) days prior to the Product Trade being given to the trading desk. In addition, all Investment Persons will be subject to a black-out period on the day(s) when a Product Trade is being worked by the trading desk and for seven (7) days thereafter. Notwithstanding the preceding sentence, pre-clearance will be granted to Investment Persons to trade large cap stocks (at or above the minimum cap size for inclusion in the Russell 1000) beginning on the day following the completion of a Product Trade in that stock.
GENERAL EXEMPTION: The Compliance Office may exempt a transaction from the requirements of any portion of these procedures after consideration of all of the facts and circumstances of the transaction. Such consideration shall be documented in writing and filed with the appropriate quarterly transaction reports.
REPORTING
Each Employee shall report all holdings in Securities other than money market funds in which such Employee has acquired any direct or indirect Beneficial Ownership within ten (10) days from commencement of employment with the Firm, and annually thereafter. Such report must consist of a list of all personal holdings of an Employee and Family Members, including private placements, which is no older than forty-five (45) days.
Each Employee shall report all transactions in Securities other than money market funds of which such Employee has acquired any direct or indirect Beneficial Ownership. Such reports shall be filed with the Compliance Office within thirty (30) days after the end of each calendar quarter, and must contain the following information (exhibit B):
o The Employee's name and name of the individual trading, if different;
o Name of Security and ticker symbol of Security, of publicly traded;
o CUSIP number, if publicly traded;
o Type of transaction (sale or purchase)
o If a private placement (including 144As), the seller and/or the broker and whether or not the seller and/or the broker is one with whom the Employee does business on a regular basis
o The date of the transaction.
o The type of security.
Every Employee must arrange with a broker-dealer or other financial institution to provide the Compliance Office with a duplicate copy of quarterly account statements issued. Every Employee who opens an account at a broker-dealer or other financial institution shall: (i) immediately notify the Compliance Office of the opening of such account; (ii) direct each existing or new broker-dealer or other financial institution to provide the Compliance Office with a duplicate copy of quarterly account statements issued. Even if the broker account only holds non-Covered Securities, i.e., unaffiliated mutual funds, arrangements need to be made with the broker to provide copies of the statements to the compliance office on the quarterly basis.
The following exemptions to the reporting requirements apply:
THE FIRM MANAGES THE EMPLOYEE ASSETS: The requirements relating to pre-clearance, holding periods and blackout periods shall not apply to accounts of Employees that are managed by the Firm in a manner and style consistent with all other similarly situated accounts.
OTHER PLANS: 401K, 403B and 529 Plans are exempted from pre-clearance, holding periods and blackout periods as long as they hold unaffiliated mutual funds only and do not hold individual securities.
MONITORING PERSONAL SECURITIES TRANSACTIONS
ASSESSMENT OF WHETHER EMPLOYEES ARE FOLLOWING INTERNAL PROCEDURES: Compliance will review all personal trade pre-clearance requests to determine whether securities are held in LMCG client accounts. Compliance will review the requests for pre-clearance to determine if securities to be pre-cleared are being traded on the desk and to ensure the blackout period is enforced. On a quarterly basis, compliance will collect Employee Personal Trading reports and brokerage statements, and review all documents for compliance with LMCG Code of Ethics.
RESTRICTED LISTS COMPARED TO PERSONAL ACCOUNTS: Compliance will compare all personal trade pre-clearance requests to any restricted security list including securities restricted due to liquidity constraints.
SPECIAL CASES
INCUBATOR/PILOT PRODUCTS: Funds or Accounts may be set up to test investment product ideas that portfolio managers might have. Certain principals in the firm may invest in some form of a fund to provide capital to facilitate the testing. The manager responsible for the proposed product will ensure product definition is documented. Product definition will include benchmark, securities, market cap exposure, credit quality, etc. The product must be approved by the COO, CIO and CCO.
Pre-Clearance, Black-out periods and Short-term trading prohibitions will not apply. IPOs will be restricted by compliance for these funds. Account statements may be pulled quarterly by compliance, and trading activity analyzed and reviewed against product definition, as necessary.
RECORDS
The following records shall be maintained by the Firm as required by the Investment Advisers Act:
o A copy of the Code of Ethics and associated policies and procedures;
o Records of any violation of these procedures and actions taken by the Firm in response to such violation;
o Copies of Employee reports and broker-dealer confirmations and account statements;
o Records of all written acknowledgements of receipt from the Employees for the policies and procedures which require annual review.
o Lists of Access and Investment Persons.
o Records of any decision supporting approval of private placement purchases, including list of private placements owned by Employees.
o Records of any decision supporting any waivers granted in accordance with the policies and procedures.
Adopted: 7/21/2009
Exhibit A
PRE-CLEARANCE FORM
TO: COMPLIANCE REVIEWER
FROM:________________
DATE:________________
Please pre-clear the following securities to be traded in the accounts indicated. I have read the LMCG Personal Trading Policy and Procedures For Investment Persons only: I understand that if there are any Product Trades on the desk within 7 days of my transaction the trade may need to be reversed.
-------------------------------------------------------------------------------- B/S Type of Name of Security Cusip/ Amount Account Trading/ Security ticker Compliance -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- |
COMPLIANCE: ______________________ DATE/TIME: __________________
TRADING: ______________________ DATE/TIME: __________________
EXHIBIT B
QUARTERLY REPORT FOR PERIOD ENDING _________________________
THIS FORM MUST BE RETURNED TO THE COMPLIANCE OFFICER NO LATER THAN THE 30TH DAY OF THE MONTH FOLLOWING THE QUARTER END NOTED ABOVE.
Dear Sir/Madam:
As required by Rule 204-2(a)(12) of the Investment Advisers Act of 1940, I submit the following information concerning transactions during the most recent calendar quarter in Securities (other than money market funds) in which I have or had direct or indirect beneficial ownership.
---------------------------------------------------------------------------------------------------------- Date of Nature of Type of Title of Number Price/ Principal Broker/ Transaction Transaction Security Security/ Of shares Share Amount * Dealer (Purchase, CUSIP # Bank Sale, Gift, etc) ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- |
* Principal amount equals the amount paid or received excluding any commissions.
NOTE: Brokerage statements reflecting transactions may be attached as an alternative to listing above.
By signing this form, you are indicating that you have complied with the Firm's Code of Ethics with respect to these transactions and that all transactions required to be reported are listed above or attached.
Date: ________________________ Signed: ___________________________________
Print Name: __________________________
CORNERSTONE REAL ESTATE ADVISERS LLC
POLICIES AND PROCEDURES
PART II
CODE OF ETHICS
CORNERSTONE REAL ESTATE ADVISERS LLC
CODE OF ETHICS
ADOPTION OF CODE OF ETHICS
This Code of Ethics (the "Code") has been approved and adopted by the Compliance Committee of Cornerstone Real Estate Advisers LLC ("Cornerstone", the "Firm") The Code applies to all persons employed by Cornerstone, as well as their spouses, minor children, and other adults living in the Employee's household ("Employees"). The Code is intended to provide a framework for compliance with SEC Rule 204A-1 under the Investment Advisers Act of 1940 ("Advisers Act") and Rule 17j-1 (together, the "Rules") under the Investment Company Act of 1940 ("Investment Company Act").
These Rules require SEC registered investment advisers to have in place a code of ethics with respect to the business conduct of supervised persons and access persons that reflects Cornerstone's fiduciary duties and requires supervised persons to comply with applicable securities laws. The Rules also require certain personnel to report their personal securities holdings and transactions (including transactions in mutual funds advised by the adviser or an affiliate), and to pre-clear certain personal security transactions. These and other requirements of the Rules are set forth in this Code.
STATEMENT OF FIDUCIARY STANDARDS
A fiduciary is a person or organization that manages money or property for another, usually a client, and, as a result, has a legal duty to act in the best interests of that client. This Code is based on the overriding principle that the employees of Cornerstone have a fiduciary duty to the Firm's clients. Accordingly, employees should conduct their activities in accordance with the following standards:
1. CLIENTS' INTERESTS COME FIRST. In the course of fulfilling their duties and responsibilities to clients, employees should at all times place the interests of the clients first. In particular, employees should avoid putting their own personal interests ahead of the interests of a client.
2. CONFLICTS OF INTEREST SHOULD BE AVOIDED. Employees should avoid any situations involving an actual or potential conflict of interest or possible impropriety with respect to their duties and responsibilities to the Firm's clients.
3. COMPROMISING SITUATIONS SHOULD BE AVOIDED. Employees should never take advantage of their position of trust and responsibility at the Firm. Employees should avoid any situation that might compromise or call into question their exercise of full independent judgment in the best interests of clients.
All activities of employees should be guided by, and adhere to, these fiduciary standards. The remainder of this Code sets forth specific rules and procedures that are consistent with these fiduciary standards. However, all activities by employees are required to conform to these standards regardless of whether the activity is specifically covered in this Code. Any violation of this Code may result in penalties that could include termination of employment.
EMPLOYEE'S DUTY TO COMPLY WITH THE FEDERAL SECURITIES LAWS
Cornerstone's activities are governed by the federal securities laws, including the Advisers Act and the Investment Company Act. Employees are required to adhere to the federal securities laws, whether or not the activity is specifically covered in this Code.
COMPLIANCE WITH PROSPECTUS
All transactions in shares of the Oppenheimer Real Estate Fund and any other mutual fund advised by Cornerstone must be in accordance with the policies and procedures set forth in the Prospectus and Statement of Additional Information for the relevant Fund, including but not limited to the Fund's policies and procedures relating to short term trading and forward pricing of securities.
PROHIBITIONS ON INSIDER TRADING
1. TRADING ON KNOWLEDGE OF CORNERSTONE CLIENTS' ACTIVITIES. All employees are prohibited from taking personal advantage of their knowledge of recent or impending investment activities of clients. In particular, employees are prohibited from trading (purchasing, selling or disposing in any manner, including by gift, directly or indirectly) any security when they have actual knowledge that the security is being purchased or sold, or considered for purchase or sale, on behalf of a client account.
2. TRADING ON KNOWLEDGE OF MATERIAL NON-PUBLIC INFORMATION. All employees are prohibited from buying or selling any security while in the possession of material non-public information about the issuer of the security. Employees should be particularly aware of information relating to hotel, hotel management, property management, real estate brokerage, engineering, construction, architectural, appraisal, real estate consulting, or other companies which may have been obtained in the conduct of Cornerstone's business. The Code also prohibits employees from communicating to outside parties any material non-public information about any security or the company that issues the security.
(A) IDENTIFYING MATERIAL NON-PUBLIC INFORMATION.
MATERIAL INFORMATION. Information is material when there is a substantial likelihood that a reasonable investor would consider it important when making investment decisions. Generally, this is information that, if disclosed, would have an effect on the price of a company's securities.
Material information often relates to a company's results and operations, including dividend changes, earnings results, changes in previously released estimates, merger or acquisition proposals, major litigation, liquidity problems and management developments. Material information may also relate to the market for a company's securities. Information about a significant order to purchase or sell securities may also be deemed material.
Unfortunately, there is no simple test to determine when information is material. You are encouraged to direct any questions to the Compliance Department.
NON-PUBLIC INFORMATION. Information is considered public when it has been circulated broadly to investors in the marketplace. Tangible evidence of such circulation is the best indication that the information is public. For example, information can be considered public when it has been made available through a public filing with a regulatory body, or through a mainstream media source such as The Wall Street Journal.
(B) REPORTING MATERIAL NON-PUBLIC INFORMATION. Before executing any trade for yourself or a client, you must determine whether you have knowledge of any material non-public information. If you think you might have such knowledge, you should:
|X| Report the information and proposed trade immediately to the Chief Compliance Officer;
|X| Refrain from trading in the security on behalf of yourself or clients;
|X| Refrain from communicating the information to anyone outside or inside the Firm other than the Compliance Department.
Cornerstone will determine whether the information is material and non-public and, if so, what actions need to be taken.
COVERED PERSONS
A Covered Person under the Code includes any employee holding the position of Vice President or higher and any other employee notified by the Chief Compliance Officer ("CCO") that he or she is a Covered Person. "Covered Person" as referred to in this Code has been defined to include those persons defined in the Rules as "Access Person(s)".
TRADE GROUP COVERED PERSONS
Trade Group Covered Persons are Covered Persons who are also members of the Securities Group, the Research Group, and the Investment Committee - Securities Group.
TRADING RESTRICTIONS FOR TRADE GROUP COVERED PERSONS
Trade Group Covered Persons are prohibited from purchasing any Restricted Security. For purposes of this prohibition, "Restricted Security" means any security (including common and preferred stock, or debt) of:
o a real estate investment trust (REIT);
o a real estate operating company (REOC);
o an issuer of a security included in the global benchmark(s) as set forth in the Firm's GIPS Performance Presentations; or,
o an issuer of any other security held by a client or which may be purchased for a client (i.e., for which active coverage exists in the Securities Group).
TRADE GROUP COVERED PERSONS/PRE CLEARANCE REQUIREMENTS
REIT/REOC SECURITIES. Trade Group Covered Persons must obtain clearance from the Securities Group prior to selling any Restricted Security.(1) This enables the Securities Group to ensure that Covered Persons are not trading in potential conflict with client trading.
PROCEDURE. Prior to selling any Restricted Security, a Covered Person must request approval by notifying the Securities Group Managing Director and his designee by email of the intended transaction (the "Intended Transaction"). The email must contain the following information:
o The name of the company;
o The security intended to be sold (Including ticker or CUSIP, if
available); and,
o The number of shares or face amount to be sold.
The CCO must be copied on the email to the Securities Group.
The Securities Group will respond to the requestor with an approval or denial of the Intended Transaction. Such determination will be made by the Securities Group after consideration of client trading and holdings, and includes a consideration of the securities that Cornerstone is considering purchasing or selling on behalf of a client or clients.
If the Securities Group determines that there is no conflict of interest presented by the Intended Transaction and the CCO has no other objection to it, the Securities Group will notify the Covered Person of such by e-mail with a copy to the CCO. The employee shall then be free to sell the stock, subject to conditions as to timing or size of the transaction which may be imposed upon the Intended Transaction by the Securities Group or the CCO. Approvals without conditions are valid as requested, but ONLY for the day granted.
CORNERSTONE ADVISED MUTUAL FUNDS
There is no requirement that Covered Persons obtain approval prior to purchasing or selling shares in a Cornerstone advised mutual fund ("Cornerstone Fund"). However, any purchase or sale of shares in a Cornerstone Fund shall be detailed in the Quarterly Transaction Report, and shall be properly disclosed on a new hire or annual holdings report. (Note: Any shares purchased as part of an "Automatic Investment Plan" such as a payroll related investment in the Firm's 401(k) do not need to be precleared or reported on the quarterly transaction report).
OTHER REQUIREMENTS
Trade Group Covered Persons are prohibited from selling any security for which pre-clearance is required within seven days (before or after) a Firm client trades that security. In the event of a violation of this prohibition, the Trade Group Covered Person may be required to disgorge any profits realized in the trade and may be subject to other remedies as contemplated in this Code and the Firm's policies and procedures.
TRANSACTION/HOLDINGS REPORTS
The Rules also require that Covered Persons provide to the CCO a list of their personal securities holdings at the time they become a Covered Person and at least annually thereafter. All Covered Persons must also provide the CCO with quarterly securities transaction reports.
COVERED SECURITIES: All securities shall be listed on the holdings and transactions reports except for the following:
(i) direct obligations of the Government of the United States;
(ii) money market instruments;
(iii) shares of money market funds; and
(iv) holdings in shares of mutual funds, UNLESS THE MUTUAL FUND IS
ADVISED OR SUB ADVISED BY CORNERSTONE OR AN AFFILIATE OF
CORNERSTONE. In this respect, the Oppenheimer Real Estate Fund is a
mutual fund advised by Cornerstone. Thus, transactions and holdings
in that fund must be reported in accordance with the Code.
(v) securities transactions in accounts over which you have no direct or
indirect influence or control.
TRANSACTION REPORT: Not more than thirty (30) days after the end of the calendar quarter, each Covered Person shall provide to the CCO a securities transaction report indicating their securities transactions over the prior quarter.
HOLDINGS REPORT: Not more than ten (10) days after the start of their employment, or the time at which an employee becomes a Covered Person (i.e. any Vice President or higher and any other employee designated by the CCO as a Covered Person) the Covered Person shall provide to the CCO a list of their personal securities holdings (the "Holdings Report") by completing the New Hire Holdings Report. The information in the report shall be as of a date no more than forty-five (45) days prior to the date at which the employee becomes a Covered Person (whether by hire or by promotion).
ANNUAL HOLDINGS REPORT: Each Covered Person shall provide to the CCO an annual holdings report listing each security personally owned by such person and/or their immediate family members.
COVERED PERSONS EMPLOYED WITH AFFILIATES
From time to time Cornerstone may engage affiliates or employees of affiliates to provide Cornerstone or its clients with services which may give an affiliated employee access to firm recommendations or client trading so as to make such person a Cornerstone "Access Person" as contemplated in the Rules. In cases where the affiliated employee is covered by the affiliate's Code of Ethics, the CCO may revise the above procedure and utilize the affiliate's procedures, controls, or reports so as to fulfill its obligations under the Rules.
IPOS AND LIMITED OFFERINGS
All Covered Persons must receive the prior approval of the CCO prior to investing in any initial public offering or limited offering (for example, a private placement of unregistered securities). This rule is intended to guard against a Covered Person misappropriating a potential investment opportunity of a client and to insure that Covered Persons do not receive a benefit from directing client business. Thus, prior to investing in any initial public offering or limited offering, all Covered Persons must obtain the prior approval of the CCO.
REPORTING OF VIOLATIONS
In accordance with the Rules, all employees are required to report to the CCO any violations of the Rules. This means that such persons must report any failure to abide by the terms of the securities laws, this Code of Ethics and/or the Manual. For example, if an employee is aware of a violation of the `34 Act prohibition on insider trading, such person must report such violation to the CCO.
DISTRIBUTION OF CODE OF ETHICS AND ACKNOWLEDGEMENT
Each employee is required to be provided with a copy of this Code of Ethics. In addition, each such person is required to acknowledge in writing their receipt of the Code and will be required to do so annually.
RECORD KEEPING
The following books and records must be maintained in order to document the administration of the Code and maintain compliance with the relevant rules.
o Copies of the Code;
o Records of any violations of the Code and actions taken as a result of violations;
o Copies of the acknowledgments of receipt of the Code;
o Holdings and transaction reports submitted as required by the Code;
o A list of the names of all Covered Persons and Trade Group Covered Persons, as revised;
o Decisions approving access persons' acquisition of IPOs and limited offerings; and,
o Any report furnished to a mutual fund Board of Directors with which Cornerstone has an advisory relationship concerning the Code of Ethic as set forth in Rule 17j-1(c)(2)(ii) of the Investment Company Act.
o Any revision or modification of the procedures under the Code to utilize an affiliate's procedures, controls, or reports to effect compliance with the Rules.
These records must be maintained for a minimum of six years from the date in which they were created.
FORM ADV
This Code of Ethics shall be described or incorporated into Cornerstone's Form ADV and shall be provided to clients and prospective clients of Cornerstone upon request.
CODE OF ETHICS FOR EARNEST PARTNERS
I. STATEMENT OF GENERAL PRINCIPLES
It is the policy of EARNEST Partners ("EARNEST") that:
A. With respect to the personal investment activities of access persons (as defined herein), it is the duty of access persons at all times to place the interests of the clients (as defined herein) first.
B. All personal securities transactions of access persons be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of any access person's (as defined herein) position of trust and responsibility.
C. Access persons should not take inappropriate advantage of their positions with respect to their personal investment activities.
D. Access persons must comply with all applicable federal securities laws.
II. DEFINITIONS
For purposes of this Code of Ethics, the following definitions shall apply:
1. The term "access person" shall mean any director, officer, general partner, advisory person (as defined below), supervised person (as defined below), or affiliated person, as that term is defined in Section 2(a)(3) of the Investment Company Act of 1940, as amended (the "1940 Act"), of EARNEST.
2. The term "advisory person" shall mean every employee of EARNEST (or of any company in a control relationship to EARNEST).
3. The term "beneficial ownership" shall mean a direct or indirect "pecuniary interest" (as defined in subparagraph (a) (2) of Rule 16a-1 under the Securities Exchange Act of 1934, as amended) that is held or shared by a person directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. While the definition of "pecuniary interest" in subparagraph (a) (2) of Rule 16a-1 is complex, the term generally means the opportunity directly or indirectly to profit or share in any profit derived from a transaction in a security.
4. The term "control" shall mean the power to exercise a controlling influence over the management or policies of EARNEST, unless such power is solely the result of an official position with EARNEST, all as determined in accordance with Section 2 (a) (9) of the 1940 Act.
5. The term "client" shall mean an entity (natural person, corporation, investment company or other legal structure having the power to enter into legal contracts) for whom or which EARNEST serves as an "investment adviser" within the meaning of Section 202(a)(11) of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), which has entered into a contract with EARNEST to receive investment management services.
6. The term "investment company" shall mean a management investment company registered as such under the 1940 Act, which is a client of EARNEST.
7. The term "material non-public information" with respect to a client shall mean information, not yet released to the public, that would have a substantial likelihood of affecting a reasonable investor's decision to buy or sell any securities of such issuer.
8. The term "purchase" shall include the writing of an option to purchase a security.
9. The term "Review Officer" shall mean the chief compliance officer designated from time to time by EARNEST to receive and review reports of purchases and sales by access persons. The term "Alternate Review Officer" shall mean the officer of EARNEST designated from time to time to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer.
10. The term "sale" shall include the writing of an option to sell a security.
11. The term "security" shall have the meaning set forth in Section 2 (a) (36) of the 1940 Act and Section 202(a)(18) of the Advisers Act, except that it shall not include shares of registered open-end investment companies that are not advised or sub-advised by EARNEST or its affiliates, securities issued by the United States government, short-term securities which are "government securities" within the meaning of Section 2 (a) (16) of the 1940 Act, bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt obligations, including repurchase agreements, and such other money market instruments as may be designated from time to time by EARNEST.
12. The term "supervised person" shall mean any partner, officer, director (or
other person occupying a similar status or performing similar functions),
or employee of an investment adviser, or other person who provides
investment advice on behalf of the investment adviser and is subject to
the supervision and control of the investment adviser as set forth in
Section 202(a)(25) of the Advisers Act.
III. LEGAL REQUIREMENTS
The federal securities laws, provide, among other things, that it is unlawful for any access person of EARNEST to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such access person of any security held or to be acquired by a client in contravention of such rules and regulations as the Securities and Exchange Commission (the "Commission") may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative. The Commission has adopted rules which state that it is unlawful for any access person of EARNEST in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client:
(i) to employ any device, scheme or artifice to defraud a client;
(ii) to make to a client any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(iii) to engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client; or
(iv) to engage in any manipulative practice with respect to a client.
IV. SUBSTANTIVE RESTRICTIONS ON PERSONAL TRADING ACTIVITIES
A. Prohibited Activities
While the scope of actions which may violate the Statement of General Principles set forth above cannot be defined exactly, such actions would always include at least the following prohibited activities:
1. Except in a transaction exempted by Section IV.B. of this Code of Ethics, no access person shall, directly or indirectly, purchase or sell securities in any way that would compete in the market with actual or considered securities transactions for any client, or otherwise personally act to injure any client's securities transactions;
2. No access person shall use the knowledge of securities purchased or sold by any client or securities being considered for purchase or sale by any client to profit personally, directly or indirectly, by the market effect of such transactions;
3. No access person shall, directly or indirectly, communicate to any person who is not an access person any material non-public information relating to any client or any issuer of any security owned by any client, including, without limitation, the purchase or sale or considered purchase or sale of a security on behalf of any client, except to the extent necessary to effectuate securities transactions on behalf of the client;
4. Except in a transaction exempted by Section IV.B. of this Code of Ethics, no access person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership on a day during which EARNEST has a pending "buy" or "sell" order in the same security until that order is executed or withdrawn;
5. No access person shall accept any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of a client;
6. No access person shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Chief Executive Officer of EARNEST that the board service would be consistent with the interests of clients;
7. Access persons shall not, directly or indirectly, purchase any security sold in an initial public offering of an issuer without obtaining prior written approval from the Review Officer; and
8. Access persons shall not, directly or indirectly, purchase any security issued pursuant to a private placement without obtaining prior written approval from the Review Officer. Access persons who have been authorized to acquire securities in a private placement must disclose such investment when they are involved in a client's subsequent consideration of an investment in the issuer. In such circumstances, the client's decision to purchase securities of the issuer must be independently reviewed by access persons with no personal interest in the issuer.
B. Exempt Transactions and Conduct
This Code of Ethics shall not be deemed to be violated by any of the following transactions:
1. Purchases or sales for an 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 investment plan;
4. Purchases which are part of an automatic dividend reinvestment plan;
5. Purchases made by exercising rights distributed by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired by the access person from the issuer, and sales of such rights so acquired;
6. Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer's acquisition of all of the securities of the same class;
7. Purchases or sales for which the access person has received prior written approval from the Review Officer. As an additional requirement, shares of registered open-end investment companies that are advised or sub-advised by EARNEST or its affiliates must be held for a minimum of 30 days. Prior approval shall be granted only if a purchase or sale of securities is consistent with the purposes of this Code of Ethics and the federal securities laws; and
8. Purchases or sales of equity securities with prior written approval of the Head Trader and Review Officer that meet the following requirements and thus qualify as a de minimis transaction: 1) 5,000 or fewer shares traded and 2) security market capitalization of greater than $1 billion. As an additional requirement, no more than one de minimis exemption per security per individual can be claimed during a 30-day period.
V. COMPLIANCE PROCEDURES
A. Records of Securities Transactions
Upon the written request of the Review Officer, access persons are required to direct their brokers to supply to EARNEST on a timely basis duplicate copies of broker trade confirmations of all securities transactions and/or account statements for all securities accounts in which the access person has a beneficial ownership interest.
B. Quarterly Reporting Requirements
1. Each access person shall submit to the Review Officer a report which shall set forth at least the information described in subparagraph 2 of this Section V.B. as to all securities transactions during each quarterly period, in which such access person has, or by reason of such transactions acquires or disposes of, any direct or indirect beneficial ownership of a security.
2. Every report shall be made not later than thirty (30) days after the end of each calendar quarter in which the transaction(s) to which the report relates was effected and shall contain the following information:
(1) the date of each transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each security involved;
(2) the nature of each transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(3) the price of the security at which each transaction was effected;
(4) the name of the broker, dealer or bank with or through whom each transaction was effected; and
(5) the date that the report is submitted by the access person.
If no transactions in any securities required to be reported were effected during a quarterly period by an access person, such access person shall submit to the Review Officer a report within the time-frame specified above stating that no reportable securities transaction were effected.
3. Each access person shall submit to the Review Officer a report which shall set forth new brokerage accounts established during each quarterly period. Every report shall be made not later than ten (10) days after the end of each calendar quarter in which the account(s) was established and shall contain the following information:
(1) the name of the broker, dealer or bank with whom the access person established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the access person.
4. Every report concerning a securities transaction prohibited under the Statement of General Principles or Prohibited Activities set forth in Sections I or IV.A., respectively, with respect to which the reporting person relies upon the exceptions provided in Section IV.B shall contain a brief statement of the exemption relied upon and the circumstances of the transactions.
C. Disclosure of Personal Holdings
1. Each access person shall submit to EARNEST an initial holdings report no later than 10 days after the person becomes an access person, current as of a date not more than 45 days prior to the person becoming an access person, which contains the following information:
(i) The title, number of shares and principal amount of each security in which the access person had any direct or indirect beneficial ownership when the person became an access person;
(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the access person as of the date the person became an access person; and
(iii) the date the report is submitted by the access person.
2. Each access person shall submit to EARNEST an annual holdings report, no later that January 31, which contains the following information (with such information current as of a date no more than 45 days before the report is submitted):
(i) The title, number of shares and principal amount of each security in which the access person had any direct or indirect beneficial ownership;
(ii) The name of any broker, dealer of bank with whom the access person maintained an account in which any securities (including the securities which are excepted from the definition of securities in Section II.12.) were held for the direct or indirect benefit of the access person; and
(iii) The date the report is submitted by the access person.
D. Review of Reports
1. At the end of each calendar quarter, the Review Officer shall prepare a summary of all transactions by access persons during the prior quarter.
2. The Review Officer or the Alternate Review Officer shall compare all reported personal securities transaction with completed and contemplated portfolio transactions of the client to determine whether a violation of this Code of Ethics may have occurred. 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.
3. If the Review Officer determines that a violation of this Code of Ethics has or may have occurred, he shall submit a written determination, together with the related report by the access person and any additional explanatory material provided by the access person, to EARNEST's Chief Executive Officer.
E. Reporting Violations
Supervised persons must promptly report violations of this Code of Ethics to the Review Officer. Retaliation against anyone that reports a violation will not be tolerated.
F. Certification of Compliance
All access persons shall certify initially, and annually (or upon any amendment)
thereafter, that they (i) have received a copy of this Code of Ethics (i) have
read and understand this Code of Ethics and recognize that they are subject
hereto, (ii) have complied with the requirements of this Code of Ethics and
(iii) have disclosed or reported all personal securities transactions, holdings
and accounts which are required to be disclosed or reported pursuant to the
requirements of this Code of Ethics.
G. Joint Participation
Access persons should be aware that a specific provision of the 1940 Act prohibits such persons, in the absence of an order of the Commission, from effecting a transaction in which an Investment Company is a "joint or a joint and several participant" with such person. Any transaction which suggests the possibility of a question in this area should be presented to legal counsel for review.
H. Annual Review by Chief Executive Officer and/or Board
Each year the Review Officer shall prepare an annual report to the Chief Executive Officer and/or Board of Earnest and boards of funds advised or sub-advised by Earnest that make a valid written request that: (1) summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year; (2) identifies any violations requiring significant remedial action during the past year; and (3) identifies any recommended changes in existing restrictions or procedures based upon EARNEST's experience under the Code of Ethics, evolving industry practices, or developments in applicable laws or regulations.
VI. SANCTIONS
Upon discovering a violation of this Code of Ethics, EARNEST shall impose any sanctions that it may deem appropriate under the circumstances, which may include, but is not limited to, removal, suspension or demotion from office, imposition of a fine, a letter of censure and/or restitution to the affected client of an amount equal to the advantage the offending person shall have gained by reason of such violation.
VII. RECORDKEEPING REQUIREMENTS
EARNEST shall maintain and preserve in an easily accessible place:
a. A copy of the Code of Ethics (and any prior code of ethics that was in effect at any time during the past five years) for a period of five years;
b. A record of any violation of this Code of Ethics and of 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 occurs;
c. A copy of each report made by an access person, including any information submitted pursuant to Rule 17j-1(d)(2)(v) of the 1940 Act, for a period of five years after the end of the fiscal year in which the report is made or the other information provided (only those reports and information submitted during the previous two years must be maintained and preserved in an easily accessible place);
d. A list of all persons who are, or within the past five years were, required to make reports pursuant to this Code of Ethics;
e. The names of each person who is serving or who has served as Review Officer or Alternate Review Officer within the past five years; and
f. A copy of each report submitted to the Chief Executive Officer and/or Board of EARNEST and boards of funds advised or sub-advised by Earnest that made a valid written request for a period of five years after the end of the fiscal year in which the report was made (only those reports submitted during the previous two years must be maintained and preserved in an easily accessible place).
EARNEST shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by access persons of securities in an initial public offering and/or private placement for a period of five years after the end of the fiscal year in which the approval was granted.
VIII. MISCELLANEOUS
EARNEST shall identify all persons who are considered to be "access persons," inform such persons of their respective duties and provide such persons with copies of this Code of Ethics.
Section 12. Code of Ethics/Personal Trading
XII. CODE OF ETHICS
In accordance with Rule 204A-1 of the Investment Advisors Act of 1940, The London Company ("TLC") requires that all employees follow the standard of business conduct as set forth in this Code of Ethics document ("the Code"). The Code will be distributed to every employee and each will be required to sign and return documentation in acknowledgement of receipt. Annual recertification that each employee has re-read, understands and has complied with the Code will be documented though signature on the Compliance Manual Employee Review memo, which includes a specific section on the Code to highlight its importance. The anniversary for employee signature will coincide with the distribution of the Compliance Manual in or around October after its annual review.
TLC places a high value on ethical conduct based on the fundamental principles of openness, integrity, honesty and trust. All employees are challenged to live up to not only the letter of the law, but a sound moral standard. As an investment manager, we owe a fiduciary duty to our clients and therefore must place their interests ahead of our own. All personnel must avoid any conduct which could create a potential conflict of interest, and must ensure that their personal securities transactions do not interfere with the clients' portfolio transactions and that they do not take inappropriate advantage of their positions. By following these principles, our actions will easily fall within a high standard of business conduct. We are committed to maintaining these standards and as such, have adopted strict policies to ensure that everyone adheres to them.
I. Securities Laws. TLC requires that all employees comply with all applicable securities laws. Ignorance of the law does not preclude one from adhering to it. Should any employee violate current law, they will be subject to immediate termination.
II. Insider Trading. No TLC employee may trade, either personally or on behalf of others, while in possession of material, non-public information; nor may they communicate material, non-public information to others.
III. Client Priority. Our first duty is to our clients. All employees are expected to protect client information, securities transactions and holdings. Employees must remember that all investment opportunities are offered first to clients.
IV. Material Nonpublic Information. This information includes internal firm recommendations as well as client personal information, securities transactions and holdings. Employees will keep firm and client related information private and confidential. In order to prevent the misuse of material nonpublic information, TLC will safeguard this sensitive information in the following ways: (The section below can also be found in Section I. VIII. Privacy Protection.)
A. Offices. All entrances into the offices of TLC and all files located on the premises are locked when no employees are present.
B. Computers. All computers are password protected, have virus protection software and updated software patches. The network has a firewall and there is no file sharing outside the network. The external hard drive used for backup purposes is encrypted.
C. Employees. All employees are required to honor TLC's Client Privacy Policy as outlined in the CM (See Section 13.) The Compliance Manual Employee Review document that all new employees sign when initially hired and all employees sign annually in October includes a specific section on client privacy to highlight the importance of this issue.
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D. Interns. All interns will be required to sign and date a copy of the Client Privacy Policy when they are hired. A file of this documentation will be maintained by the CCO.
E. Vendors. Any vendors or third party service providers that have access to account data have to sign a separate confidentiality agreement if a confidentiality clause is not already included in the service contract. A file of these separate agreements will be maintained by the CCO.
F. Non-Employees. Any person working in TLC's office space will sign a confidentiality agreement. A file of these agreements will be maintained by the CCO.
G. Clients
1. Providing the Client Privacy Notice (See Section 13.)
a. The initial Client Privacy Notice will be sent with all new client contracts.
b. The Client Privacy Notice will be sent annually to all active clients with the 2nd quarter letter.
2. Disposal of Consumer Report Information and Records (also includes and will be referred to as "Client Non-Public Personal Information")
a. Paper Copies. All paper copies that contain client non-public personal information will be shredded so that the information cannot be practicably read or reconstructed.
b. Electronic Media. All electronic media containing client non-public personal information will be erased or otherwise destructed so that the information cannot be practicably read or reconstructed.
c. Third-Party Service Provider
i. Before a service provider is contracted to engage in record destruction on TLC's behalf, reasonably appropriate measures will be taken to determine the competency and integrity of the disposal company and to ensure that the company will dispose of the information in accordance with the disposal rule as outlined in Regulation S-P. Due diligence can include:
1. Reviewing an independent audit of the disposal company's operations and/or its compliance with the disposal rule.
2. Obtaining information about the disposal company from several references or other reliable sources.
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3. Requiring that the disposal company be certified by a recognized trade association or similar third party.
4. Reviewing and evaluating the disposal company's information security policies or procedures.
ii. TLC will notify the service provider that the information for disposal is client non-public personal information.
V. Access Persons.
A. Definition. Those employees in a position to exploit information about client transactions and holdings are considered Access Persons. They will be subject to additional reporting requirements that are not necessary for other employees. An Access Person has access to nonpublic information regarding clients' purchase or sale of securities. An Access Person is involved in making securities recommendations to clients that are nonpublic or who have access to such recommendations. This includes those who have access to nonpublic information regarding the portfolio holdings of an affiliated mutual fund. Since the London Company's primary business is providing investment advice, all directors, officers and partners are presumed to be Access Persons.
B. List of Access Persons. The Chief Compliance Officer ("CCO") will maintain a list of Access Persons to be updated at the end of each reporting quarter. Any employee that became an Access Person during the reporting quarter will be required to submit reports as itemized in the Code.
VI. Request for Personal Trading Information. The CCO will send a memo (see Compliance Manual Appendix 2. for sample memo) by email to all Access Persons within the first week of each new quarter requesting a list of personal trades from the previous quarter. This completed form is to be returned by the 10th day of the month. Response by hard copy or email is allowed. If not returned by the 10th day, a second request will be made to the necessary employees. If not returned by the 30th day, a memo will be sent to the Principal and a copy kept in the Personal Securities Transactions file. In addition, all Access Persons shall submit to the CCO all security and brokerage statements for review and file. These statements shall be submitted by the 15th day. If not returned by the 15th day, a second request will be made to the necessary employees. If not returned by the 30th day, a memo will be sent to the Principal and a copy kept in the Personal Securities Transactions file. During months where an employee engages in personal trading, the employee shall submit all security and brokerage statements on a monthly basis for review by the CCO. As such, employees who are not trading will submit statements quarterly, and those who are trading will submit monthly.
A. Reportable Securities. Reportable securities are considered any where an Access Person has any direct or indirect beneficial ownership. This includes securities held by his or her immediate family members sharing the same household. The Access Person will certify that all transactions are included by their signature on the memo.
B. Exceptions. The following are excluded from reporting:
1. Transactions pursuant to an automatic investment plans.
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2. Transactions in accounts where the Access Person has no direct or indirect control.
3. Those securities that present little opportunity for improper trading:
i. Mutual fund transactions other than those managed by TLC.
ii. Directed obligations of the US government.
iii. Money market funds and money market instruments such as bankers' acceptance, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments.
iv. Units of a unit investment trust unless invested exclusively in unaffiliated mutual funds.
C. Review. The CCO will review and save hard copy files of the lists of employee trades. Each list will be signed and dated by the CCO as proof of review. The Principal will review the CCO's personal trades. The CCO will use employee reports to review the following:
1. Assess whether the Access Person followed any required internal procedures.
2. Analyze trading patterns that indicate abuse, including market timing.
3. Asses whether the Access Person is trading for his own account in the same securities he is trading for clients, and if so, whether the clients are receiving terms as favorable as the Access Person.
4. Investigate any substantial disparities between the quality of performance the Access Person achieves for his own account versus the performance of clients.
5. Investigate any substantial disparities between the percentage of trades that are profitable when the Access Person trades for his own account versus the profitability for the clients.
D. Violations. If the CCO finds any violations of our employee trading policies, the following actions will be taken.
1. First Violation. A letter will be sent to the employee in violation highlighting the personal trading policy. The employee will be required to sign, date and return a copy of the memo as proof of notification.
2. Second Violation. A letter will be sent to the employee in violation highlighting the personal trading policy and stating that the 3rd offense will result in termination. The employee will be required to sign, date and return a copy of the memo as proof of notification.
3. Third Violation. The employee will be terminated as approved by the Principal.
VII. Request for Employee Holdings. The CCO will send a memo (see Compliance Manual Appendix 3. for sample memo) by email to all Access Persons within the first week of each new year requesting a list of personal holdings as of year-end. Response within 30 days by hard copy or email is allowed. If not returned by the 30th day, a second request will be made to the necessary employees. If not returned within 45 days, a memo will be sent to the Principal and a copy kept in the Personal Securities Holdings file.
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New employees will be sent the memo upon initial employment and must respond within 10 days of becoming an Access Person.
A. Holdings must reflect those as of a date not more than 45 days before the report is submitted.
B. Reportable securities are considered the same as those listed above in the section on Personal Securities Transactions.
C. The Access Person will certify that all of their personal and immediate family holdings are included by their signature on the memo returned.
D. The CCO will review and save hard copy files of the annual holing reports.
VIII. Restricted Lists. This is a list of securities maintained by the Investment Committee that the firm is analyzing or recommending for client transactions. It may also include securities for which the firm has inside information. It is distributed quarterly to all employees. In the event that a new security is added to or deleted from the restricted list during the quarter, notification of the change will be sent to all employees by the Chief Compliance Officer.
A. Pre-clearance. All employees are prohibited from personally trading until written authorization is received from the Portfolio Manager and the Trader. (See Compliance Manual Appendix 4. for sample form.) This includes securities on the restricted list, as well as any and all other reportable transaction types. The signed pre-clearance is valid only for the day in which it is signed. If the employee wishes to trade on any other day, the written authorization must be obtained from the Portfolio Manager and Trader. A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.
B. Blackout Period. Employees who wish to trade a security on the restricted list must wait until seven days after all anticipated client trades in the same security are completed. Employees must get a signature from the Portfolio Manager and Trader for all trades they wish to make as confirmation that the blackout period has ended or does not exist. (See Compliance Manual Appendix 4. for sample form.) A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.
C. Employees who wish to participate in an IPO or Private Placement must get a signature from the Portfolio Manager and Trader as confirmation that TLC will not be participating in the same IPO or Private Placement for clients. If TLC will be participating, the employee may be included, but will only receive shares after all client orders have been allocated. (See Compliance Manual Appendix 4. for sample form.) A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.
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D. Short-swing trading and market timing. All employees are prohibited form participating in short-swing trading and market timing. Short-swing trading is defined as holding a security for less than one week.
IX. Gifts. No Access Person shall accept a gift or other thing of more than $100 from any person or entity that does business with or on behalf of TLC if such gift is in relation to the business of the employer of the recipient of the gift. In addition, an Access Person who receives an unsolicited gift or a gift with an unclear status under this section shall promptly notify the CCO and only accept the gift upon written approval of the CCO. In addition, no Access Person shall give a gift or other thing of more than $100 to any person or entity that does business with or on behalf of TLC if such a gift is in relation to the business of the employer of the recipient of the gift.
X. Reporting Violations. All violations of the Code of Ethics should be reported immediately to the CCO.
a. Employees are expected to self-report if they have committed a violation.
b. To help prevent retaliation, those reporting violations may do so anonymously. Should retaliation occur against a reporting employee, the person retaliating will be considered in further violation of the Code and appropriate measures will be taken.
XI. File Maintenance. Copies of the Code, records of violations and actions taken, copies of receipt of the Code by employees, names of Access Persons, holdings and transactions of Access Persons and documentation of decisions approving trades such as Blackout/Pre-Clearance forms will be maintained by the CCO.
a. All records will be maintained for 5 years in an easily accessible place, including those of employees who are no longer considered Access Persons or those individuals who have left the firm or been terminated. The most recent 2 years will be held on site.
b. All records will be held in hard copy format until such time as it becomes burdensome or technology permits electronic maintenance.
XII. A summary description of the Code is included in ADV Part II, along with instructions on how to request a full copy. A full copy of the Code will be also offered annually to clients with the 2nd quarter letter and furnished upon request.
XIII. The CCO will review and amend the Code as needed.
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BEDLAM ASSET MANAGEMENT
CODE OF ETHICS
CONTENTS
1. Introduction
2. Compliance with Laws and Regulations
3. Conflicts of Interest
4. Gifts and Entertainment Related to Company Business
5. Confidential Information
6. Personal Dealing
7. Insider Trading
8. Fair Dealing
9. Safeguarding Assets and Property
10. Administration and enforcement of the Code
1. INTRODUCTION
The Code of Ethics (the "Code") sets out basic principles to guide the day to day business activities of directors, officers and employees ("Supervised Persons" as defined in the Investment Advisors Act 1940) of Bedlam Asset Management (the "Company" or "Bedlam"). Underlying this Code is the objective that Bedlam expects all supervised persons to maintain the highest standards of integrity and conduct in order to meet their respective duties and obligations and to enable Bedlam to meet its own fiduciary responsibilities. The Code is designed to ensure compliance with all applicable federal securities laws.
Every director, office and employee of Bedlam must read, acknowledge receipt and understanding of and retain this Code. If they become aware of any violations of the Code they are required to report the violation to Bedlam's compliance officer.
2. COMPLIANCE WITH LAWS AND REGULATIONS
Bedlam Asset Management expects all its Supervised Persons to comply with both the letter and the spirit of all laws, rules and regulations applicable to its operation and businesses. While no Supervised Person is expected to be an expert on all applicable laws and regulations they are expected to know them well enough to recognise when an issue arises and if in doubt to seek guidance from the Compliance Officer.
3. CONFLICTS OF INTEREST.
We are required to:
i. Take all reasonable steps to identify conflicts of interest between:
a. Bedlam (or a linked entity) and its clients.
b. one client and another or
c. an employee's private interests and those of Bedlam or its clients,
ii. Maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps designed to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of our clients.
iii. Disclose the general nature and/or the sources of the conflicts of interest for the client, where the arrangements to manage a conflict of interest are not sufficient to ensure, with reasonable confidence, that the risks of damage to the interests of a client will be prevented.
IDENTIFICATION OF CONFLICTS
When identifying potential conflicts of interest, Bedlam will take into account whether the firm or an employee:
i. Is likely to make a financial gain, or avoid a loss, at the expense of the client.
ii. Has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client's interest in that outcome.
iii. Has a financial or other incentive to favour the interests of another client or group of clients over the interests of the client.
iv. Carries on the same business as the client.
v. Receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service.
MANAGEMENT OF CONFLICTS
Bedlam maintains a number of relevant and related policies and procedures.
GENERAL ISSUES
i. Transparency: Bedlam has an embedded culture and practice of transparency through client communications including its website which provides openness of activity to scrutiny.
ii. Lack of conflict between funds: Bedlam does not operate funds where intra fund trading occurs. Thus no one Bedlam fund can gain from trading activity at the expense of another.
4. GIFTS AND ENTERTAINMENT RELATED TO COMPANY BUSINESS
Bedlam's directors and employees must not solicit or accept any gift, entertainment or benefit which may be regarded as an inducement which is likely to influence their business judgement, or to conflict significantly with any duty owed to the Company or its customers. Similarly, they must not offer or give any gift, entertainment or benefit which may be regarded as an inducement which is likely to place their counterparties or customers in a similar position.
Directors and employees are expressly prohibited from: offering, giving, soliciting or receiving, money or cash.
The Financial Services Authority (FSA) Rules prohibit the accepting and giving of any inducement that is likely to cause a conflict of interest between the duties, which a firm and its staff owes to customers and the recipient or donor of the gift. Business-related gifts and/or hospitality may be given or received provided there is no intention or likelihood that they would affect or appear to influence the business judgement of the recipient or place the recipient under any obligation to the donor.
5. CONFIDENTIAL INFORMATION
All Bedlam employees shall take care in maintaining the confidentiality of any confidential information about Bedlam, or its investment clients. Exceptions to this may occur if disclosure is authorised by the client, if disclosure is required by law or if the information concerns illegal activities on the part of the client or prospective client.
6. PERSONAL ACCOUNT DEALING
All regulated firms are required by the FSA to have in place comprehensive rules covering the personal account dealing of all its staff members. The rules are in place to protect the reputation of regulated firms and their staff from allegations of impropriety. The rules apply to directors and all staff of Bedlam Asset Management and to connected persons of these individuals.
i. Permission from the Compliance Officer or Managing Director must be obtained before making or disposing of investments for the following accounts
o That of the staff member, including SIPP schemes
o That of a spouse
o Those of their children who are under the age of 18
o Those involving any trust, private company or arrangement with another party in which the staff member or spouse has influence regarding investment decisions.
o If in doubt ask the Compliance Officer.
ii. The staff member must complete a `Personal Dealing Request' form supplied by the Compliance Officer and obtain approval before dealing. The request is valid for 7 days. Following the execution of the approved transaction a duplicate contract note must be passed to the Compliance Officer within five working days of the date of the transaction, or where holdings are held with custodians then written confirmation of the transaction and an annual statement must be provided.
7. INSIDER TRADING
All employees are prohibited, both by law and Company policy, from engaging in any securities transaction for their own benefit or for the benefit of others while in possession of "un-published, price sensitive" information concerning such securities. (To avoid any doubt, in the US this is known as Material Non-Public information)
Information is "unpublished" until it has ben effectively communicated to the marketplace. For example information appearing in the Financial Times, The Wall Street Journal or other publications of general circulation would be considered public as would information released to a recognised Stock Exchange or announced by a company at a presentation.
8. FAIR DEALING
We are committed to acting at all times in our customers best interests. With a policy of openness and transparency, any conflicts of interest that do arise are managed without prejudice to the interests of our customers, and we have well-defined internal policies and procedures that are embedded and supported at all levels across the company. Bedlam (probably) more than other fund managers has always made strong efforts in this area with unique transparency including monthly factsheets, investment bulletins, newsletters, investment information on the website and access to fund managers.
Bedlam has a policy of "Treating Customers Fairly" that amongst other this specifically requires that:
i. Customers should clearly understand the nature of the services we provide, including our terms, conditions and charges.
ii. Customers must clearly understand our products and the risks inherent in the markets in which we operate.
iii. We must communicate in an open, transparent and easily understandable manner and have a clear understanding of Customers' investment objectives and investment experience.
iv. We will not promise to provide services we are not able or equipped to deliver.
v. Training and Competence programmes must embed the concept of "Treating Customers Fairly" within our corporate culture.
vi. Our complaints procedure must be clear, unambiguous and impartial.
vii. We must be able to measure the effectiveness of our policies of treating customers fairly.
9. ANTI MONEY LAUNDERING RESPONSIBILITIES.
All employees are required to undergo anti-money laundering training in order to understand the possible situations in which money laundering may occur and the possibility of encountering suspicious transactions.
It is the responsibility of each employee to report any suspicious transactions to the money laundering officer.
10. ADMINISTRATION AND ENFORCEMENT OF THE CODE
Every Bedlam Employee is required to ensure his or her own compliance with this code. Employees need to certify annually that the have read, understood and complied with the Code, that they have made all reports required by the code and have not engaged in any prohibited conduct.
CODE OF ETHICS
ARONSON+JOHNSON+ORTIZ, LP ("AJO"), while affirming its confidence in the integrity and good faith of its employees, principals, and associates ("employees" or "you"), recognizes that employees 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 its clients, and that if employees 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 the clients.
In view of the foregoing and of the provisions of Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") and of Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), AJO has adopted this Code of Ethics (the "Code") to specify and prohibit certain types of transactions deemed to create actual conflicts of interest or the potential for conflicts, and to establish reporting requirements and enforcement procedures.
I. STATEMENT OF GENERAL PRINCIPLES
AJO has a fiduciary relationship with its clients and owes those clients the utmost duty of loyalty, good faith, and fair dealing. In order to uphold these important duties, and in recognition of the trust and confidence placed in AJO by its clients, AJO hereby adopts the following general principles to guide the actions of its employees, principals, and associates:
(1) The interests of the clients are paramount. AJO employees must place the interests of the clients before their own.
(2) All personal transactions in securities or reportable funds by AJO employees must be accomplished so as to avoid actual or potential conflicts of interest on the part of such personnel with the interests of any client.
(3) All AJO employees must avoid actions or activities that would allow them to inappropriately profit or benefit from their position with respect to any client, or that otherwise bring into question the employee's independence or judgment.
(4) All oral and written statements made by AJO employees in the performance of their duties must be professional, accurate, and not misleading.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 1
II. SCOPE OF THE CODE
The Code addresses the personal trading and other securities-related conduct of AJO's employees and is an integral aspect of AJO's compliance program. AJO has developed other compliance policies and procedures, some of which may be applicable to you. AJO's chief compliance officer (CCO) or other personnel will notify you regarding the other compliance policies and procedures to which you must adhere.
(1) Persons Covered by the Code
This Code applies to each of AJO's partners, officers, and employees, all of whom AJO deems to be "access persons" for purposes of the Code. In general, this Code also applies to the "Family Members" of access persons. AJO's CCO may designate additional persons as access persons subject to the Code from time to time as appropriate, such as independent contractors or consultants.
"Family Members" are an access person's spouse, minor children, and relatives by blood or marriage living in the person's household.
(2) Securities Covered by the Code
The term "security" as used in this Code means any stock, bond, future, investment contract or any other instrument that is considered a "security" under the Investment Advisers Act. The term "security" is very broad and includes items such as: (a) options on securities, on indexes, and on currencies; (b) limited partnerships; (c) foreign unit trusts and foreign mutual funds; and (d) private investment funds, hedge funds, and investment clubs.
The term "security" does NOT include: (a) direct obligations of the U.S. government; (b) bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt obligations, including repurchase agreements; (c) shares issued by money market funds; (d) shares of open-end mutual funds; and (e) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds.
The Code governs any security in which you, as an access person, have any direct or indirect beneficial ownership, including interests in a trust, partnership, or retirement plan. For purposes of this Code, you are presumed to have "beneficial ownership" of securities or accounts held by any Family Members living in your household. A more comprehensive definition of "beneficial ownership," and of other terms used herein, can be found in the Definitions section at the end of this Code.
This Code also governs investments in "reportable funds." A "reportable fund" means an investment company registered under the 1940 Act or similar legislation (or a series of such a company) for which AJO acts as adviser or sub-adviser. A current list of reportable funds can be found on AJO's intranet or can be obtained from a Compliance Officer.
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III. PROHIBITED PURCHASES AND SALES OF SECURITIES
(1) No employee 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; or
(D) engage in any manipulative practice with respect to such client.
(2) You may not purchase or sell, directly or indirectly, any security in which you have or by reason of such transaction acquire beneficial ownership, on a day during which the same (or a related) security is being purchased or sold by any client. You may not trade a security within three calendar days before a date when it is reasonably expected that a client will trade in the same (or a related) security. Exemptions from this prohibition are permitted as described in Article V below.
(3) No employee may purchase or redeem shares of a reportable fund in violation of the policies and restrictions set forth in the reportable fund's prospectus or other offering document, including but not limited to the restrictions limiting the frequency of transfers into and out of the reportable fund that are designed to prevent so-called "market timing."
(4) Employees are generally prohibited from acquiring securities as part of an Initial Public Offering. Exceptions to this general prohibition may be made by the CCO.
(5) No employee shall purchase a security offered in a Limited Offering without the specific, prior written approval of a member of AJO's compliance staff (a "Compliance Officer").
(6) No employee shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) equity security within a 30-day period. Exceptions to this policy are permitted only with the approval of a Compliance Officer and then only in the case of emergency or extraordinary circumstances.
IV. POLICY STATEMENT ON INSIDER TRADING
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AJO forbids any employee from trading, either personally or on behalf of others, including accounts managed by AJO, 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" and is a violation of the federal securities laws, punishable by a prison term and significant monetary fines for the individual and the investment adviser. AJO's policy applies to every principal, associate, and employee and extends to activities within and outside their duties at AJO. Any questions regarding AJO's policy and procedures should be referred to a 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 nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.
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, or
(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 principals, associates, and employees 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 employees of such organizations. AJO 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 AJO to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before AJO 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 principals, associates, 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, liquidation problems, and extraordinary management developments. Any non-public information about a client should be considered material, including client holdings and actual or potential client trades.
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Information is nonpublic 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 Dow Jones, Reuters, The Wall Street Journal, or other publications of general circulation or readily accessible on the Internet would be considered public.
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 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 a Compliance Officer.
(2) Do not purchase or sell the securities on behalf of yourself or others.
(3) Do not communicate the information inside or outside AJO, other than to the Compliance Officer.
(4) After the Compliance 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 persons within AJO, 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.
The role of the Compliance Officer is critical to the implementation and maintenance of AJO's policy and procedures against insider trading. AJO's supervisory procedures can be divided into two classifications -- prevention of insider trading and detection of insider trading.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 5
To prevent insider trading, AJO will, when it has been determined that a principal, associate, or employee of AJO has material nonpublic information,
(1) implement measures to prevent dissemination of such information, and
(2) if necessary, restrict principals, associates, and employees from trading the securities.
To detect insider trading, the Compliance Officer will:
(1) review the trading activity reports filed by each principal, associate, and employee, and
(2) compare such activity to the trading activity of accounts managed by AJO.
V. PRECLEARANCE OF TRANSACTIONS
(1) Except as provided in Section V(3), you must pre-clear each proposed transaction in equity securities with a Compliance Officer prior to proceeding with the transaction. No transaction in securities shall be effected without the prior written approval of the Compliance Officer. In determining whether to grant such clearance, the Compliance Officer shall refer to Section V(4), below. Preclearance of a securities transaction is generally valid for 48 hours but may be extended by the Compliance Officer if circumstances warrant such an extension.
(2) In determining whether to grant approval for the purchase of a
security offered in a Limited Offering by an employee, the
Compliance Officer shall take into account, among other factors,
whether the investment opportunity should be reserved for a client
and whether the opportunity is being offered to the employee by
virtue of his or her position with AJO. (See also, Article VII,
Section 6.)
(3) The preclearance requirements of Section V(1) shall not apply to the following transactions:
(A) Purchases or sales over which the employee has no direct or indirect influence or control.
(B) Purchases or sales that are non-volitional on the part of the employee, including purchases or sales upon exercise of puts or calls written by the employee and sales from a margin account pursuant to a bona fide margin call.
(C) Purchases that are part of an automatic dividend reinvestment plan or other automated investment plan.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 6
(D) Purchases effected upon the exercise of rights issued by an issuer pro rata 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.
(E) Fixed income securities.
(F) Mutual funds and exchange-traded funds, including reportable funds.
(G) The exercise of options on employer stock by a Family Member of an employee.
(4) The following transactions shall be entitled to clearance by the Compliance Officer:
(A) Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any client and which are otherwise in accordance with Rule 204A-1 and Rule 17j-1. Such transactions would normally include purchases or sales of up to 1,000 shares of a security if the issuer has a market capitalization of over $1 billion.
(B) Purchases or sales of securities that are not eligible for purchase or sale by any client as determined by reference to the 1940 Act and blue sky laws and regulations thereunder, the investment objectives and policies and investment restrictions of the clients and any undertakings made to regulatory authorities.
(C) Transactions that the Compliance Officer after consideration of all the facts and circumstances, determines to be in accordance with Article III and to present no reasonable likelihood of harm to a client.
VI. ADDITIONAL RESTRICTIONS AND REQUIREMENTS
(1) No employee shall accept or receive any gift of more than US$100 in value from any person or entity that does business with or on behalf of AJO or a client. Employees may 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. You may not accept from a client, prospective client, or any entity that does business with or on behalf of AJO any gifts of cash or cash equivalents.
(2) AJO employees are prohibited from making political or other contributions with the intent of obtaining investment advisory business from a governmental or quasi-governmental agency.
(3) No AJO employee 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 CCO as consistent with the interests of the clients. If board service is authorized, AJO employees serving as directors normally should be isolated from those making investment decisions through "Chinese wall" or other procedures. Employees shall not engage in outside business activities in the financial services industry or in any other business which competes with AJO unless such outside business activity has been approved by the CCO.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 7
(4) You must direct each brokerage firm, investment adviser, mutual fund or bank at which the access person maintains a securities or reportable fund personal account to promptly send duplicate copies of such person's account statements and transaction confirmations to the CCO. Compliance with this provision can be effected by providing duplicate copies of all such statements and confirmations directly to the CCO within two business days of receipt by the employee.
(5) All non-public client information (including that of former clients), including portfolio holdings, should be considered confidential and should not be disclosed to anyone other than a) the client and its designated representatives and agents; and b) AJO service providers who require the information to provide services to AJO and who have agreed to keep the information confidential.
(6) Any employee who commits, witnesses, or discovers a violation of this Code must promptly report such violation to a Compliance Officer. No retaliatory measures will be taken or permitted against any employee for reporting a Code violation. Questions about this Code and its applicability should be directed to a Compliance Officer.
(7) You must comply with all applicable federal securities laws, including the prohibition on market manipulation under Section 9 of the Securities Exchange Act of 1934. Market manipulation includes price manipulation and other deliberate attempts to interfere with the free and fair operation of the securities markets and may encompass the spreading of rumors about an issuer. You must report to a Compliance Officer any conviction of a felony or other crime or disciplinary action covered by section 11 of AJO's Form ADV or any other matter that could require disclosure in or amendment of the Form ADV.
VII. REPORTING OBLIGATIONS
(1) Initial Holdings Reports. You shall report to the Compliance Officer not later than 10 days after you become subject to this Code the following information:
(A) The title, number of shares, and principal amount of each security and each reportable fund in which you had any beneficial ownership when you became an access person subject to the Code;
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 8
(B) The name of any broker, dealer, or bank with whom you maintained an account in which any securities or reportable funds were held for your beneficial ownership as of the date you became an access person; and
(C) The date you submitted the report.
(2) Quarterly Transaction Reports. You shall report all security or reportable fund transactions, and any new personal accounts opened, to the Compliance Officer each quarter. In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated. Every report shall be made not later than 30 days after the end of a calendar quarter and shall contain the following information:
(A) With respect to any transaction during the quarter in a security or a reportable fund in which you had any beneficial ownership:
(i) The date of the transaction, title, number of shares, and principal amount of each security or reportable fund involved;
(ii) The nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);
(iii) The price of the security or reportable fund at which the transaction was effected;
(iv) The name of the broker, dealer, adviser, mutual fund company, or bank with or through whom the transaction was effected; and
(v) The date you submitted the report.
(B) With respect to any personal account established during the quarter in which any securities or reportable funds were held for your beneficial ownership:
(i) The name of the broker, dealer, adviser, mutual fund company, or bank with whom the account was established;
(ii) The date the account was established; and
(iii) The date you submitted the report.
(3) Annual Holdings Reports. You shall report to the Compliance Officer not later than January 30 each year the following information:
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 9
(A) The title, number of shares, and principal amount of each security and reportable fund held for your beneficial ownership of December 31 the prior year;
(B) The name of any broker, dealer, adviser, mutual fund company, or bank with whom you or a Family Member maintains a personal account in which any securities or reportable funds were held for your beneficial ownership; and
(C) The date you submitted the report.
(4) Annual Certification. You shall certify annually that you:
(A) Have read and understand this Code;
(B) Recognize that you are subject to the Code;
(C) Have complied with the Code; and
(D) Have disclosed and reported all personal securities and reportable fund transactions and holdings required to be disclosed or reported.
(5) You 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 you if such total beneficial ownership is more than 1/2 of 1% of the company's outstanding shares.
(6) If you own securities acquired in a Limited Offering, you shall disclose such ownership to the Compliance Officer if you are involved in any subsequent consideration of an investment in the issuer by AJO on behalf of a client. AJO'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) The Compliance Officer shall submit confidential quarterly and annual reports with respect to his or her own personal securities transactions and holdings to a principal designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the Compliance Officer.
VIII. REVIEW AND ENFORCEMENT
(1) AJO shall create and thereafter maintain a list of all access persons subject to the Code.
(2) A Compliance Officer shall review all transactions and holdings reports submitted by such access persons. The Compliance Officer shall compare all reported personal securities transactions with completed portfolio transactions of the access persons and a list of securities being considered for purchase or sale by AJO to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Compliance Officer shall give such person an opportunity to supply additional explanatory material.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 10
(3) If the CCO determines that a violation of this Code may have occurred, he may submit his written determination, together with the confidential quarterly report and any additional explanatory material provided by the individual, to AJO's outside counsel, who shall make an independent determination as to whether a violation has occurred.
(4) If it is determined that a violation of this Code has occurred, AJO's Managing Principal and other principals shall impose upon the individual such sanctions as they deem appropriate.
(5) No person shall participate in a determination of whether he or she has committed a violation of this Code or in the imposition of any sanction against himself or herself. If a securities transaction of the CCO is under consideration, AJO's Managing Principal shall act in all respects in the manner prescribed herein for the CCO.
IX. RECORDS
AJO 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 or other regulatory body.
(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 in an easily accessible place;
(2) A record of any violation of this Code, and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;
(3) A copy of each report made by an access person 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 is made, the first two years in an easily accessible place;
(4) A record of all persons who are, or within the past five years have been, required to make reports pursuant to this Code or are required to review these reports shall be maintained in an easily accessible place;
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 11
(5) A copy of each report required in Article X below must be maintained for at least five years following the end of the fiscal year in which it is made, the first two years in an easily accessible place; and
(6) AJO shall maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by access persons of Limited Offerings for at least five years after the end of the fiscal year in which the approval is granted.
X. MISCELLANEOUS
(1) All reports of securities transactions and any other information filed with AJO pursuant to this Code shall be treated as confidential, except where AJO is required by law or by fiduciary obligation to disclose such information.
(2) AJO may from time to time adopt such interpretations of this Code as it deems appropriate.
(3) AJO's compliance staff shall provide to AJO employees such training and education related to this Code as the compliance staff deems necessary.
(4) AJO's CCO shall report at least annually to AJO and, as requested, to the Board of Trustees of each reportable fund as to the operation of this Code and shall address in any such report any violations requiring significant remedial action and the need (if any) for further changes or modifications to this Code.
(5) As required by law or as requested by a reportable fund, the CCO shall certify to the Board of Trustees of the reportable fund that AJO has adopted procedures reasonably necessary to prevent Access Persons from violating AJO's Code of Ethics.
(6) The CCO shall submit this Code and all material changes to this Code to each reportable fund for review and approval no later than six months following the date of implementation of such material changes.
XI. DEFINITIONS
(1) "Beneficial Ownership" of a security or reportable fund is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 (the "1934 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 or reportable funds held by (i) his or her spouse or minor children, (ii) a relative who shares his or her home, or (iii) 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.
ARONSON+JOHNSON+ORTIZ CODE OF ETHICS 12
(2) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933 (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 1934 Act.
(3) A "Limited Offering" means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the 1933 Act.
(4) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security.
(5) A "security held or to be acquired" by a client means any security which,
within the most recent 15 days, (i) is or has been held by a client or
(ii) is being or has been considered by AJO for purchase by a client. A
"security held or to be acquired" also includes any option to purchase or
sell, and any security convertible into or exchangeable for, securities
held or considered for purchase under (i) or (ii).
(6) A security is "being purchased or sold" by a client from the time when a recommendation has been communicated to the person who places the buy and sell orders for a client until the time when such program has been fully completed or terminated.
This Code is effective January 2, 2009 and supercedes any prior version of the Code. (Originally adopted the 20th day of February 1996 and amended January 15, 1999, September 26, 2000, December 31, 2003, January 3, 2005, January 3, 2006, and January 2, 2008.)
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CODE OF ETHICS
PURSUANT TO RULE 204A-1 OF THE INVESTMENT ADVISERS ACT OF 1940
This Code of Ethics Statement (the "Code") shall apply to the investment operations of AAML as required by Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Code applies to every "Access Person" of AAML. An Access Person means a person who has access to non-public information relating to a client's purchase or sale of securities. Rule 204A-1 presumes the firm's directors and officers are Access Persons. Investment Personnel acting on behalf of AAML are also deemed to be Access Persons.
The Code governs conflicts of interest in personal securities transactions that may arise when Access Persons of AAML invest in a security or fund that is held or to be acquired by an AAML client, and is designed to prevent circumstances that may result in an actual or potential conflict of interest or the appearance thereof and abuses of an individual's position of trust and responsibility. In accordance with Section 204A of the Advisers Act, the Code is reasonably designed, taking into consideration the nature of AAML's business to prevent any Access Person from trading in a security or fund while in possession of material non-public information ("insider trading").
Every Access Person must read and acknowledge receipt of the Code and any amendments thereto. Any questions regarding the Code should be referred to the Chief Compliance Officer ("CCO") of AAML (who is also the UK Compliance Officer).
STANDARDS OF CONDUCT
All Access Persons have a duty at all times to place the interests of clients above their own interests, and never to take inappropriate advantage of their position. All Access Persons are prohibited from engaging in, or recommending, any transaction of a security or fund that places or appears to place their own interests above that of any client, and shall insure that all Personal securities Transactions are conducted consistent with this Code or any other separate procedures in force in such a manner as to avoid any actual or potential conflict of interest, or any abuse of an Access Person's position of trust and responsibility.
Confidential Information All information concerning the identity of Reportable Security holdings and financial circumstances of AAML's Clients is confidential and may only be disclosed by Access Persons pursuant to Group or AAML policies. All Access Persons are prohibited from divulging current and anticipated portfolio transactions or strategies with respect to any Client to anyone unless it is properly within his or her duties to do so.
Inside Information All Access Persons are prohibited from engaging in any transaction for their own benefit or the benefit of others, including Clients, while in possession of material non-public information. As more fully set forth in the Inside Information Policy on GAM Online, information in your possession that you identify as material and non-public may not be communicated to anyone, including persons within the GAM Group, except to Compliance. In addition, care should be taken so that such information is secure. An inside list is maintained by Compliance. Under no circumstances would a transaction, whether for a client or a personal account, be permitted in a security on the inside list. Penalties for trading on or communicating material non-public information can be severe under both the laws of the US and UK, including a fine and/or jail sentence.
Gifts An Access Person may accept a gift from any person that does business with or on behalf of AAML if, following a review of any potential conflicts of interest by Compliance, Compliance has pre-approved such gift or gifts and the matter has been duly recorded in the gifts register.
PROCEDURES FOR PERSONAL SECURITIES TRANSACTIONS
Procedures are set out in the UK PA Dealing Policy which applies to all Access Persons. These include:
Prior Approval - All Access Persons engaging in any Personal Securities Transaction shall obtain prior-approval from line manager and Compliance. Compliance may undertake such investigation as considered necessary to determine whether the transaction complies with this Code and the UK Personal Account Dealing Policy.
July 2009
Reporting - All Access persons shall, within 30 days of such transaction, submit or have submitted to Compliance a bank or broker's confirmation detailing the transaction. Where these have not been submitted previously, the relevant broker's confirmations should be included with the Quarterly Transactions Report to Compliance (see below).
Holding Period -No Access Person shall profit from the purchase and sale, or sale and purchase of the same Reportable Security of which such Access Person has a Beneficial Ownership within 30 calendar days. This restriction may be waived in appropriate cases, at the discretion of Compliance.
Restrictions - An Access Person must not engage in a Personal Securities Transaction within seven business days (either in advance or retrospectively) of transactions executed in the same security or fund on behalf of funds or portfolios that he or she manages or administers, unless Compliance determines that under the circumstances the applicable Clients have not been adversely affected by the transaction..
Private Placements and IPOs As an Access Person, you may not acquire Beneficial Ownership of any Reportable Security in a private placement or an initial public offering (an "IPO"), or subsequently sell such interests, unless you have received the prior written approval of Compliance. In approving such investments, consideration will be given as to whether the investment opportunity should be reserved for a Client.
Blackout Periods From time to time a Blackout Period may be applicable to transactions in a Reportable Security. This would also apply to a position in a portfolio or fund managed by the Access Person for which a sale or purchase is contemplated, in addition to any personal account transaction.
The UK PA Dealing Policy sets out further details of these procedures and should be read in conjunction with this Code of Ethics.
REPORTING OBLIGATIONS OF ACCESS PERSONS
Access Persons are required to follow reporting procedures outlined in the "UK Personal Account Dealing Policy". See procedures on GAM Online or contact Compliance.
In addition to the requirements set out in the UK Personal Account Dealing Policy, Access Persons are required to submit the following reports:
Initial Report Within 10 calendar days of commencing employment or within 10 calendar days of any event that causes you to become an Access Person under this Code, you must provide Compliance with a list of Reportable Securities holdings and brokerage accounts in which you have a Beneficial Ownership interest. These reports must be current to within 45 calendar days of becoming an Access Person and must include the information required in the form attached hereto as Appendix C. [Reportable Securities excludes Government bonds and cash/money market investments but does include funds managed or advised by AAML or other entities within the GAM Group- please see Appendix A for definitions].
You should arrange for Compliance to receive duplicate copies of transaction confirmations.
Annual Holdings Report All Access Persons must report to Compliance on an annual basis the holdings of all Reportable Securities in which they have a beneficial ownership interest (Appendix D). The information in the Annual Holdings Report must be current as of a date no more than 45 calendar days before the report is submitted. This report will be requested in January each year.
Quarterly Transactions Report All Access Persons must submit a transaction report no later than 30 days after the end of each calendar quarter which details all transactions during the quarter in Reportable Securities. A report of all transactions reported to Compliance is sent to each Access Persons, who are required to confirm the accuracy of this report by signing and returning to Compliance.
The following are excluded from reporting requirements:
o Transactions effected pursuant to an automatic investment plan (unless the transaction overrides the set schedule or allocations of the plan);
o Securities held in accounts over which the Access Person has no direct influence of control.
This Code should also be read in conjunction with the Group External Directorships and Mandates Policy, the Group Gifts and UK Gifts and Entertainment Policies, which apply to all employees including Access Persons.
July 2009
MONITORING
The Chief Compliance Officer for AAML will monitor compliance with the Code of Ethics, and all Policies referred to herein, by all persons subject to it.
REPORTING VIOLATIONS
Access Persons are required to report any violations of the Code they become aware of promptly to Compliance. Through the GAM UK Whistleblowing Policy (see GAM Online), AAML is committed to providing an avenue for Access Persons to raise concerns and have reassurance that they will be protected from reprisals for whistleblowing in good faith.
RECORD KEEPING
Compliance shall maintain (i) a record of any violation of this Code, (ii) a copy of each report made by an Access Person pursuant to this Code, (iii) a list of all Access Persons and (iv) record of all acknowledgements of receipt of this Code by those persons. These records will be kept for a period of five years.
July 2009
APPENDIX A - DEFINED TERMS
ACCESS PERSON means every person associated with AAML who has access to non-public information regarding clients' purchases or sales of securities or involved in making securities recommendations to clients. The definition presumes that every director and officer are Access Persons. This term covers not only the Access Person, but also any other member of the Access Person's immediate household, any trust or estate of which the person or spouse is a trustee, fiduciary or beneficiary or any person for whom the Access Person directs or effects transactions under a power of attorney or otherwise.
BENEFICIAL OWNERSHIP
As a general matter, you are considered to have a "Beneficial Ownership" interest in a Reportable Security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Reportable Security. YOU ARE PRESUMED TO HAVE A BENEFICIAL OWNERSHIP INTEREST IN ANY REPORTABLE SECURITY HELD, INDIVIDUALLY OR JOINTLY, BY YOU AND/OR BY A MEMBER OF YOUR IMMEDIATE FAMILY (AS DEFINED BELOW). In addition, unless specifically excepted by Compliance based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Reportable Security held by: (1) a JOINT ACCOUNT to which you or a member of your Immediate Family are a party; (2) a PARTNERSHIP in which you or a member of your Immediate Family are a general partner; (3) a LIMITED LIABILITY COMPANY in which you or a Member of your Immediate Family are a manager-member; or (4) a TRUST in which you or a member of your Immediate Family has a pecuniary interest.
CHIEF COMPLIANCE OFFICER (as per the SEC Rules) means the individual who is responsible for administering AAML's written compliance policies and procedures.
INVESTMENT PERSONNEL means any Access Person who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a Reportable Security by a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales.
REPORTABLE SECURITY includes all securities with the following exceptions:
o securities issued or guaranteed by the US or UK government
o money market instruments
o shares of money market funds
o shares issued by registered open-end investment funds other than those for which AAML or another firm within the GAM or Julius Baer Group acts as investment manager/adviser.
July 2009
APPENDIX B
CODE OF ETHICS
PURSUANT TO RULE 204A-1 OF THE INVESTMENT ADVISERS ACT OF 1940
ACKNOWLEDGEMENT
I hereby acknowledge that I have read, understand and will comply with the AAML Code of Ethics and Policy Statement (the "AAML Code of Ethics").
I also understand that any violations of the AAML Code of Ethics or any policies of the GAM Group incorporated by reference herein may subject me to dismissal from the entity with which I am employed within the GAM Group.
By signing below I agree to place and have placed the interests of the GAM Group and the GAM Group's clients, at all times material hereto, before my own personal interests.
Date: ____________________
July 2009
APPENDIX C
Initial Holdings Report
This report is required of all employees who are subject to the AAML Code of Ethics and have been identified as "Access Persons" or "Investment Personnel" as those terms are defined under the Code.
This report must be completed and returned to UK Compliance within 10 days of receipt. Identify each Reportable Security(1) held by you or for your direct or indirect benefit.
--------------------------------------------------------------------------------------------------------- TITLE OF THE REPORTABLE SECURITY OR TYPE OF REPORTABLE NUMBER OF SHARES HELD OR NAME OF ISSUER (INCLUDING TICKER OR CUSIP) SECURITY PRINCIPAL AMOUNT OF THE REPORTABLE SECURITY --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- |
Identify the name and address of each Broker-Dealer or Bank with whom you maintain an account in which Reportable Securities are held for your direct or indirect benefit.
I hereby certify that the information provided on this form is current as of a date no more than 45 days before the date of this report and I have identified all of the Reportable Securities and all accounts that hold Reportable Securities in which I have a Beneficial Ownership interest
Name (printed): _____________________ Date: _____________________
Signature: _________________________
July 2009
APPENDIX D
Annual Holdings Report
This report is required of all employees, who are subject to the AAML Code of Ethics and have been identified as "Access Persons" or "Investment Personnel" as those terms are defined under the Code.
This report must be current as of December 31, 200_ and submitted to UK Compliance no later than February 14, 200_. Identify each Reportable Security(2) held by you or for your direct or indirect benefit.
--------------------------------------------------------------------------------------------------------- TITLE OF THE REPORTABLE SECURITY TYPE OF REPORTABLE NUMBER OF SHARES HELD OR NAME OF ISSUER (INCLUDING TICKER OR CUSIP) SECURITY PRINCIPAL AMOUNT OF THE REPORTABLE SECURITY --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------- |
Identify the name and address of each Broker-Dealer or Bank with whom you maintain an account in which Reportable Securities are held for your direct or indirect benefit.
I hereby certify that the information provided on this form is current as of a date no more than 45 days before the date of this report and I have identified all of the Reportable Securities and all accounts that hold Reportable Securities in which I have a Beneficial Ownership interest
Name (printed): _____________________ Date: _____________________
Signature: _________________________
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, TOUCHSTONE FUNDS GROUP TRUST, a business trust organized as a Delaware Business Trust (hereinafter referred to as the "Trust"), has filed with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, a registration statement with respect to the issuance and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as indicated beside her name;
NOW, THEREFORE, the undersigned hereby constitutes and appoints JAY S. FITTON and FRANK L. NEWBAUER, and each of them, her attorneys for her and in her name, place and stead, to execute and file any amendments to the registration statement on Form N-1A and amended prospectus or prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 19th day of August, 2009.
/s/ Susan J. Hickenlooper ------------------------------------- SUSAN J. HICKENLOOPER Trustee |
STATE OF OHIO ) ) ss: COUNTY OF HAMILTON ) |
On the 19th day of August, 2009, personally appeared before me, SUSAN J. HICKENLOOPER, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that she executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 19th day of August, 2009.
/s/ Jay S. Fitton ------------------------------------- Notary Public |