-----------------
CARILLON
FUND, INC.
Annual
Report
December 31, 1996
<PAGE>
CARILLON FUND, INC. ANNUAL REPORT
Message from the President
December 31, 1996
We are pleased to present the 1996 Carillon Fund, Inc. Annual
Report. All of our portfolios recorded positive returns during
the year and surpassed the average results of underlying funds
with similar investment objectives as reported by Lipper
Variable Insurance Products Performance Analysis Service. This
excellent year of relative performance accomplished our goal set
out in last year's annual report. The encouraging details on
each of the portfolios' successes are included inside this
report.
ECONOMY AND FINANCIAL MARKETS
A positive surprise for financial markets during 1996 was the
strength of the U.S. economy. Higher-than-expected growth
emerged from an economy that looked tired and run down early in
the year from slow 1995 Christmas sales, government shutdowns,
severe winter weather, and a General Motors strike. The economic
climate warmed up right along with the weather as GDP grew at a
seasonally adjusted annual rate of 4.7% in 1996's spring quarter
and continued to display buoyant levels of economic activity in
the final two quarters of the year. If the economy wasn't enough
good news for investors, the rate of price inflation also
remained at a reasonable level which helped to keep monetary and
interest rate policy stable during much of the year. It just
doesn't get much better than this. The total inflation numbers
showed some increase as energy prices led by crude oil and
natural gas pushed higher, but the underlying inflation rate
(without energy) was the lowest in many years.
The good economic news also included higher-than-expected
corporate earnings and stocks celebrated the development with an
advance on Wall Street that kept right on rolling. The earnings
gains were aided by the good economy and continued corporate
cost control. Stocks also benefitted from the demand side of the
equation, as record net inflows into equity mutual funds looking
for high returns continued at a brisk pace. The bond market had
a more difficult year, as the stronger-than-anticipated economic
growth both surprised fixed income investors who were
anticipating a slower economy and worried them that inflation
and short-term interest rates might subsequently increase.
However, the events of the second half of 1996 allayed some of
these fears and the bond market was able to display positive
total returns for the full year.
VALUATION LEVELS
We believe that the stock market continues to be substantially
overpriced compared with historical valuation levels. Ratios of
current stock prices to various valuation techniques remain much
higher than long-term averages. This overvaluation should
restrain future stock market advances, and the market's value
should return closer to historical norms sometime during the
late 1990s. However, since we never know the exact timing of a
return to a long-term, historical valuation level, we won't be
too surprised if the unrelenting advance of stock prices lasts a
little longer. Bond prices seem more closely aligned with
longer-term economic and inflationary conditions and should
continue to produce modest returns close to their interest rate
levels.
OUTLOOK
The Equity Portfolio will remain substantially invested in
stocks, as always. However, security selection has headed more
towards smaller, less well-known domestic stocks and more into
developing country markets. Both areas appear to provide better
long-term valuation in relation to growth prospects than do the
larger capitalization U.S. and European stocks so popular today.
The Capital Portfolio's position is conservatively positioned
due to our reluctance to commit large amounts of funds into an
historically high stock market. Although 1997 has begun with a
substantial rally that may well have further to go on the
upside, several historical factors argue for a weaker finish to
the year. These include what has happened in the past after two
strong market years, the first year of an incumbent president's
term, and when valuation are historically extended. Therefore,
despite the long-term outperformance of stocks as an investment,
more conservative investors may want to allocate a higher-than-
normal portion of funds to fixed income investments, such as our
Capital Portfolio has done. Corporate earnings should provide
the key to stock market performance this year both for
individual companies and the market as a whole. We will be
watching these numbers carefully.
Individual Portfolio reports are included within this report.
Carillon Advisers is determined to offer excellent money
management and service related to all portfolios. We want each
Contract Owner to feel confident that investing with Carillon
Fund, Inc. is a prudent, long-term choice.
Sincerely,
/s/ George L. Clucas
George L. Clucas, President
January 23, 1997
This report has been prepared for the information of Contract
Owners and is not authorized for distribution to prospective
purchasers of contracts unless it is preceded or accompanied by
an effective prospectus for Carillon Fund, Inc.
<PAGE>
CARILLON FUND, INC.
EQUITY PORTFOLIO
We are very pleased with the 1996 performance of the Carillon
Equity Portfolio. The Equity Portfolio bested the S&P 500 Stock
Index for the fifth time in the last six years and also
outperformed more than 75% of its growth fund peers with a 1996
return of 24.5% (see below). In a year when large capitalization
stocks were the best gainers, the excellent performance for 1996
in the smaller capitalization-dominated Equity Portfolio
resulted from investment in three different areas: 1)
energy-related companies that benefitted from higher prices for
oil and gas and or outstanding exploration success; 2)
small-to-medium sized financial stocks that benefitted from
lower interest rate levels; and 3) real estate issues that
performed extraordinarily well in 1996's fourth quarter as
institutional investors finally discovered one of the stock
market's last vestiges of undervalued asset classes. The
Portfolio also benefitted from strong gains posted by several of
its underfollowed small capitalization growth holdings whose
solid fundamentals were recognized by the market. AEP
Industries, Morningstar Group, and Helen of Troy all more than
doubled in price during the year. These long time holdings
demonstrate the Portfolio's strategy to buy good companies at
reasonable prices not only for short-term gains, but also to
hold for long-term price appreciation.
Morningstar, Inc. awarded the Equity Portfolio a composite
rating of (four stars shown in parentheses) as of December
31,1996, signifying above-average performance for the 1,013
funds in its category (see following page). The following table
illustrates the Equity Portfolio's total return ranking based on
total return as surveyed by Lipper Analytical Variable Insurance
Products Performance Analysis Service Underlying Funds Report.
<TABLE>
<CAPTION>
LIPPER GROWTH FUND RANKING AS OF DECEMBER 31,1996
1-Year 2-Year 3-Year 4-Year 5-Year 10-Year
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Carillon Equity
Portfolio Ranking 26 49 22 15 13 16
Total Number of
Funds Ranked 106 92 71 52 46 30
</TABLE>
Past performance is no guarantee of future results.
The Equity Portfolio continued to add to its holdings of
companies with above-average returns on equity, favorable
historic sales and earnings growth, and strong balance sheets
whose stocks sell at low price-earnings ratios. Our concerns
about U.S. equity market valuations have prompted us to look
overseas, and several of the Portfolio's recent purchases have
been foreign securities. We are especially constructive toward
emerging markets that are experiencing faster economic growth
than the U.S. yet whose stock markets are selling at lower
price-earnings ratios than our domestic market. When investing
in emerging markets, we prefer world-class companies that not
only compete effectively domestically, but also globally. In
addition, the Portfolio has repositioned its energy exposure as
we remain optimistic about commodity prices, especially natural
gas, but have sold some issues that had made outsized movements
in price. Looking ahead, while the Equity Portfolio remains
fully invested. we anticipate increased volatility in the stock
market and will be highly selective in our individual security
choices as we believe that earnings disappointments will
increase in 1997.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
THE FOLLOWING LINE GRAPH DOES NOT REFLECT SEPARATE ACCOUNT
EXPENSES
(This graph compares the Carillon Equity Portfolio, S&P 500
Index and Consumer Price Index for the period December 31,1986
through December 31, 1996. The following table appears at the
upper left of the graph)
<TABLE>
<CAPTION>
Carillon Equity Portfolio Average Annual Return
1 Year 5 Year 10 Year
<C> <C> <C>
24.5% 15.83% 14.32%
</TABLE>
Past performance is not predictive of future results.
<PAGE>
SUMMARY
OBJECTIVE: Seeks long-term appreciation of capital by investing
in common stocks and other equity securities with values that
are, at present, not fully recognized by the market.
STRATEGY: The Equity Portfolio will remain in a highly invested
position ranging from 86% to 98%. The cash position will be held
in highly liquid money market instruments to meet redemptions
and to provide cash for future stock purchases as new
opportunities arise.
INCEPTION: August 15, 1984
MANAGERS: George Clucas; Michelle Stevens
HIGHLIGHTS
On December 31, 1996, the Equity Portfolio had net assets of
$288,123,723 and diversified holdings of:
Common Stocks 92.3%
Short-Term and Other 7.7%
As an investor in the Carillon Equity Portfolio, for every $1
you had invested on December 31,1996, your fund owned:
(the following percentages are graphically shown as portions of
a dollar bill
Real Estate 11.8%
Financials 12.4%
Consumer Goods 14.2%
International 11.0%
Capital Goods 11.5%
Technology 3.5%
Energy/Utilities 11.6%
Manufacturing 11.7%
Miscellaneous 4.6%
Short-Term and Other 7.7%
TOP TEN HOLDINGS
1. AEP Industries Inc.
2. Lindsay Manufacturing Company
3. Bayer AG ADR
4. Helen of Troy Limited, Bermuda
5. Banco Latinoamericano de Exportaciones
6. ABT Building Products Company
7. Penncorp Financial Group Inc.
8. Standard Federal Bancorporation
9. DH Technology, Incorporated
10. Zions Bancorporation
Morningstar, Inc. ratings are updated each month. The composite
rating is calculated using a weighted-average of the three (four
stars shown in parentheses), five (four stars shown in
parentheses) and ten (three stars shown in parentheses) year
ratings. These ratings are based on each period's risk-adjusted
average annual total retums (including the impact of insurance
expense charges). Ten percent of the funds in a category receive
five stars, the next 22.5% receive four stars and the next 35%
receive three stars.
<PAGE>
Carillon Fund, Inc.
Capital Portfolio
The Capital Portfolio recorded a strong return for 1996 and
finished the year nicely ahead of the average Lipper Flexible
Fund. We are especially pleased that the Portfolio was able to
outperform its benchmark during a strong period for equities,
despite being underweighted in the asset class. The above
average results were attributable to the performance of the
Portfolio's stock and bond positions. Energy-related and
financial issues made positive contributions to the Portfolio
due to tight oil and gas markets and low interest ratcs,
respectively. Large gains were also posted by several of the
Portfolio's long-time stock holdings, including AEP Industries,
Trizec Hahn, Bayer AG and Lindsay Manufacturing. In addition,
the Portfolio's bond position held up well during a volatile
period for fixed income investments due to its less interest
rate sensitive nature.
Morningstar, Inc. awarded the Capital Portfolio a composite
rating of (three stars shown in parentheses) as of December 31,
1996, signifying an average performance for the 1,247 funds in
it category (see following page). The following table
illustrates the Capital Portfolio's total return ranking based
on total return as surveyed by Lipper Analytical Variable
Insurance Products Performance Analysis Service Underlying Funds
Report.
<TABLE>
<CAPTION>
LIPPER FLEXIBLE FUND RANKING AS OF DECEMBER 31,1996
1-Year 2-Year 3-Year 4-Year 5-Year
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Carillon Capital
Portfolio Ranking 32 60 42 39 35
Total Number of
Funds Ranked 76 68 59 57 54
</TABLE>
Past performance is no guarantee of future results.
The Capital Portfolio is a professionally managed asset
allocation fund that shifts assets among stocks, bonds, and
money market instruments to take advantage of opportunities that
the portfolio manager believes will yield the most desirable
returns. The table on the following page highlights the
allocation of fund assets at December 31, 1996, six months ago,
one year ago and at a long-term portfolio allocation.
A strong U.S. economy with low unemployment and interest rates
set the stage for the U.S. stock market to reach record levels
in 1996. However, as we enter 1997 we believe that positive
corporate earnings comparisons will be more difficult to attain
in the face of a higher U.S. dollar, slowing economic growth,
and higher wage costs from a fully-employed economy that may
translate into inflationary pressures. Consequently, the Capital
Portfolio remains underweighted in equities, highly selective in
its individual security selection, and comfortable that its
cautious stance toward U.S. equity markets will be rewarded.
Recent purchases have centered around undervalued foreign
companies and energy issues. The Portfolio's bond allocation was
decreased during the second half of 1996 due to falling interest
rates. However, the Portfolio began 1997 overweighted in fixed
income securities due to their relative attractiveness versus
stocks. The Portfolio's fixed income position continues to have
a shorter-than-average duration.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
THE FOLLOWING LINE GRAPH DOES NOT REFLECT SEPARATE ACCOUNT
EXPENSES
(This graph compares the Carillon Capital Portfolio, Lehman
Aggregate Bond Index, Consumer Price Index and S&P 500 Index for
the period May 1, 1990 through December 31, 1996. The following
table appears at the upper left of the graph)
<TABLE>
<CAPTION>
Carillon Equity Portfolio Average Annual Return
1 Year 5 Year Since Inception
<C> <C> <C>
14.94% 10.03% 11.15%
</TABLE>
Past performance is not predictive of future results.
<PAGE>
CARILLON FUND, INC.
CAPITAL PORTFOLIO
SUMMARY
OBJECTIVE: Seeks high total return by investing in a mix of
stocks, bonds and money market securities at the discretion of
the portfolio manager.
STRATEGY: When the investment climate is near long-term
historical relationships, the portfolio will allocate its assets
approximately 63% stocks, 30% bonds, and 7% money market
instruments. As market conditions dictate, the Capital Portfolio
repositions its asset mix to take advantage of existing
opportunities.
INCEPTION: May 1,1990
MANAGER: George Clucas
HIGHLIGHTS
On December 31, 1996, the Capital Portfolio had net assets of
$159,293,886 and diversified holdings of:
<TABLE>
<CAPTION>
12/31/96 12/31/95 Long-Term
<S> <C> <C> <C>
Common Stocks 34.4% 37.4% 63%
Bonds and Notes 40.5% 37.1% 30%
Short-Temm and Other 25.1% 25.5% 7%
</TABLE>
As an investor in the Carillon Capital Portfolio, for every $1
you had invested on December 31, 1996, your fund owned:
<the following percentages are graphically shown as part of a
dollar bill)
U.S. Stocks 27.0%
International Stocks 5.2%
Precious Metals Related Stocks 2.2%
U.S. Government and Agency Securities 33.4%
Corporate Bonds 5.6%
Short-Term and Other 25.1%
Private Collateralized Mortgage Obligations 1.5%
TOP TEN HOLDINGS
1. AEP Industries Inc.
2. Charter One Financial Inc.
3. Bayer AG ADR
4. Lindsay Manufacturing Company
5. Banco Latinoamericano de Exportaciones Centers Inc.
6. DH Technology, Incorporated
7. Washington Federal Inc.
8. Winston Hotels Inc.
9. Merry Land & Investment Company
10. Shurgard Storage
Morningstar, Inc. ratings are updated each month. The composite
rating is calculated using a weighted-average of the three
(three stars are shown here in parentheses), and five (three
stars are shown here in parentheses) year ratings. These ratings
are based on each period s risk-adjusted average annual total
retums (including the impact of insurance expense charges). Ten
percent of the funds in a category receive five stars, the next
22.5% receive four stars and the next 35% receive three stars.
<PAGE>
CARILLON FUND, INC.
BOND PORTFOLIO
The year 1996 was a difficult one for bond market investors
after 1995's spectacular returns. The market began the year
fully priced: 30-year bonds yields were at 5.95%, expectations
were for further easing, and success at budget balancing was
priced in. However, things unwound from the start. The failure
of January's budget negotiation steepened the curve from 80
basis points (bp) to 130 bp as the Fed eased 25 bp one last
time. The biggest surprise of the year for investors-the
strength of the economy in the first quarter-soon followed. By
the second quarter, the market had settled into the range that
existed until the fall elections, frustrating many investors.
President Bill Clinton's victory proved positive for bonds and
the curve flattened on balanced budget optimism. However, the
story turned bearish by year-end, as the consumer lull ended,
lower interest rates accelerated activity in housing and
construction, a combination of low inventories and cold weather
pushed oil prices higher, fears of the withdrawal of foreign
support from U.S. markets arose, and Federal Reserve Board
Chairman Alan Greenspan warned of asset overvaluation.
For the year, 30-year yields rose 69 bp while the yield curve
flattened only 4 bp as measured by the 2-to-30-year bellwether
spread which decreased slightly from 80 bp to 76 bp. However, in
the absence of significant Federal Reserve activity, the short-
end of the curve steeped with 3-month bills rising 7 bp while
the 2-year rose 63 bp. Emerging market bonds continued their
comeback from depressed levels following the late 1994 Mexican
peso devaluation (34.6%). High yield corporate bonds provided
excellent relative performance (11.3%), especially versus U.S.
Treasuries (2.7%) and corporate bonds (3.3%). Overall, the bond
market had a total return of 3.6% as measured by the Salomon
Brothers Broad Investment Grade Index.
The Bond Portfolio had strong relative performance in 1996
outperforming broader market indices such as the Salomon
Brothers Broad Investment Grade Index. The incremental retum can
be attributed to two factors. First, the active sector
allocation strategy employed by the portfolio manager allowed
the Bond Portfolio to be overweighted to corporate bonds-whose
performance was excellent in 1996. In addition, further
investments were made in corporate bonds whose returns improved
relative to U.S. Treasury securities as investors favored spread
products. Second, the individual securities selected in each
sector, particularly in the corporate bond area, further
enhanced returns due to improving credit characteristics that
were eventually recognized by other investors.
Morningstar, Inc. continues to award the Bond Portfolio its
highest risk-adjusting rating (five stars are shown here) as of
December 31, 1996, signitying performance in the top 10% of the
341 of funds in its category (see following page). The Portfolio
continues its strong, long-term rankings based on total returns
surveyed by Lipper in its Variable Insurance Product Performance
Analysis Report.
<TABLE>
<CAPTION>
LIPPER CORPORATE BOND (BBB) RANKING AS OF DECEMBER 31,1996
1-Year 2-Year 3-Year 4 Year 5-Year
10-Year
<S> <C> <C> <C> <C> <C> <C>
Carillon Bond
Portfolio Ranking 1 4 1 3 3 2
Total Number of
Funds Ranked 35 34 32 28 27 15
</TABLE>
Past performance is no guarantee of future results.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
THE FOLLOWING LINE GRAPH DOES NOT REFLECT SEPARATE ACCOUNT
EXPENSES
(This graph compares Carillon Bond Portfolio, Lehman Aggregate
Bond Index and Consumer Price Index for the period December 31,
1986 through December 31, 1996. The following table is included
as part of the graph)
<TABLE>
<CAPTION>
Carillon Bond Portfolio Average Annual Total Return
1 Year 5 Year 10 Year
<C> <C> <C>
7.19% 8.63% 9.04%
</TABLE>
Past performance is not predictive of future results.
<PAGE>
CARILLON FUND, INC.
BOND PORTFOLIO
SUMMARY
OBJECTIVE: Seeks a high level of current income, without undue
risk to principal, by investing in long-term, fixed-income,
investment-grade corporate bonds.
STRATEGY: The Portfolio intends to invest at least 75% of the
value of its assets in publicly-traded straight debt securities
which have a rating within the four highest grades as rated by a
national rating agency. Up to 25% of the portfolio may be
invested in convertible debt securities, convertible preferred
and preferred stock, or other securities.
INCEPTION: August 15, 1984
MANAGERS: Steven Sutermeister
HIGHLIGHTS
On December 31, 1996, the Bond Portfolio had net assets of
$85,634,129 and diversified holdings of:
Bonds 97.3%
Short-Term and Other 2.7%
As an investor in the Carillon Bond Portfolio, for every $1 you
had invested on December 31, 1996, your fund owned:
(the following percentages are graphically shown as portions of
a dollar bill):
Corporate Bonds 50.4%
Mortgage-backed and Collateralized Mortgage Obligation
Securities 11.4%
U.S. Treasuries 35.5%
Short-Term and Other 2.7%
Morningstar, Inc. ratings are updated each month. The composite
rating is calculated using a weighted-average of the three (five
stars are shown in parentheses), five (five stars are shown in
parentheses) and ten (five stars are shown in parentheses) year
ratings. These ratings are based on each period's risk-adjusted
average annual total returns (including the impact of insurance
expense charges). Ten percent of the funds in a category receive
five stars, the next 22.5% receive four stars and the next 35%
receive three stars.
<PAGE>
CARILLON FUND, INC.
S&P 500 INDEX PORTFOLIO
Common stocks, as measured by the S&P500 Stock Index, posted
excellent returns during 1996. The S&P 500 Stock Index gained
22.96%, while the Carillon S&P 500 Index Portfolio returned
23.37% (see below). The Carillon S&P 500 Index Portfolio was
ranked #1 out of 18 similar funds by Lipper Analytical Variable
Inurance Products Performance Analysis Service based on its 1996
ttal return results in its first full year.
The primary objective of the Carillon lS&P Index Portfolio is to
poduce a return that is highly correlated to the total return of
te S&P 500 Stock Index. The focus of the portfolio manager is
to monitor and minimize the difference between the return of the
Portfolio and the return of the underllying S&P 500 Stock Index.
The Portfolio is designed to be highly correlated with the S&P
500 Inde, and transactions are limited to keep expenses low.
During 1996, the portfolio maintained a 99.9% correlated with
the uderlying S&P 500 Index.
The method used to create the Carillon S&P 500 Index Portfollio,
at its inception, was to select 300 stocks from the underlying
S&P 500 Stock Index that would closely replicate the performance
of the actual index. These 300 stocks were chosen to insure a
high correlation with the Index while keeping tansaction costs
at a minimum. During November 1996, the number of stocks was
increased from 300 to 350 to more closely track the Index while
stll keeping costs at a minimum. The 350 stocks selected
represent over 92% of the total market value of the Index.
Furthermore, the Carillon S&P 500 Index Portfolio was carefully
constructed to inure that the weighting in each of S&P's 90
industry category varied by less than 1% versus the actual S&P
500 Stock Index.
As 1997 unfolds, we will endeavor to build upon the success we
have had in managing the Carillon S&P 500 Index Portfolio. We
are confident that we can, and will, continue to provided a
return that is highly correlated with the underlyling S&P 500
Stock Index.
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
THE FOLLOWING LINE GRAPH DOES NOT REFLECT SEPARATE ACCOUNT
EXPENSES
(This graph compares Carillon S&P 500 Index Portfolio and S&P
500 Stock Index on a quarterly basis for the period December 31,
1995 through December 31, 1996.)
The following table is included as part of the graph)
<TABLE>
<CAPTION>
Carillon S&P 500 Index Portfolio Average Annual Total Return
1 Year Since Inception
<C> <C>
23.4% 23.4%
</TABLE>
Past performance is not predictive of future results.
<PAGE>
CARILLON FUND, INC.
S&P 500 INDEX PORTFOLIO
SUMMARY
OBJECTIVE: Seeks investment results that correspond to the total
return performance of U.S. common stocks, as represented by the
Standard & Poor's 500 Composite Stock Index (the "S&P 500").
STRATEGY: The Index Portfolio will remain fully invested in
stocks included in the S&P 500 and in futures contracts on the
Index. The cash position will be held in highly liquid money
market instruments to meet redemptions and to provide cash for
future stock purchases.
INCEPTION: December 29, 1995
MANAGER: Gary R. Rodmaker
HIGHLIGHTS
On December 31, 1996, the S&P 500 Index Portfolio had net assets
of $29,204,610 and diversified holdings of:
Common Stocks 82.5%
Short-Term and Other 17.5%
As an investor in the Carillon S&P 500 Index Portfolio, for
every $1 you had invested on December 31, 1996, your fund owned:
(the following percentages are graphically portrayed as portions
of a dollar bill)
Transportation 1.5%
Banking and Financial Service 12.0%
Service 0.2%
Capital Goods 4.6%
Technology 13.1%
Consumer Cyclical 6.0%
Manufacturing 7.7%
Consumer Nondurable 21.6%
Short-Term, Futures and Other 17.5%
Energy 8.0%
Utilities 7.8%
TOP TEN HOLDINGS
1. General Electric Inc.
2. Coca-Cola Company
3. Exxon Corporation
4. Intel Corporation
5. Microsoft Corporation
6. Merck & Company
7. Philip Morris Company Inc.
8. Royal Dutch Petroleum ADR
9. IBM
10. Proctor & Gamble
"Standard & Poor's", "S&P", "S&P 500", "Standard & Poor's
500", and "500" are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by Carillon
Fund, Inc. The Product is not sponsored, endorsed, sold or
promoted by Standard & Poor s and Standard & Poor's makes
no representation regarding the advisability of investing
in the Product.
<PAGE>
CARILLON FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 1996
<TABLE>
<CAPTION>
S&P 500
Equity Capital Bond Index
Portfolio Portfolio Portfolio Portfolio
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Investments in
securities, at value $282,646,476 $156,298,562 $88,078,300 $29,275,723
(cost $222,263,315;
$144,685,532;
$86,040,107;
$26,294,249)
Cash 3,375 -- -- --
Receivables:
Shares sold 1,033,820 348,253 106,559 179,916
Securities sold 5,144,647 1,864,018 -- 17,389
Interest and Dividends 575,981 879,817 1,368,459 43,553
Prepaid expenses
and other 12,911 8,460 5,022 1,195
------------ ------------ ----------- -----------
289,417,210 159,399,110 89,558,340 29,517,776
------------ ------------ ----------- -----------
LIABILITIES
Payables:
Investment securities
purchased 1,145,250 -- 3,567,982 --
Shares purchased -- 45 66 180,224
Investment advisory fees 134,253 90,306 34,737 8,233
Custodial and portfolio
accounting fees 6,794 7,868 5,954 6,022
Professional fees 6,149 5,462 5,618 5,299
Bank overdraft -- -- 218,525 23
Variation margin -- -- -- 102,200
Other accrued expenses 1,041 1,543 4,275 11,165
Deferred compensation
for directors -- -- 87,054 --
------------ ------------ ----------- -----------
1,293,487 105,224 3,924,211 313,166
------------ ------------ ----------- -----------
NET ASSETS
Paid-in capital 192,682,992 134,247,020 83,411,472 25,912,734
Undistributed net
investment income 734,698 982,540 -- 42,252
Distributions in excess
of net investment
income -- -- (296,645) --
Accumulated net realized
gain/(loss) 34,322,872 12,451,296 481,109 218,750
on investments
Net unrealized 60,383,161 11,613,030 2,038,193 3,030,874
appreciation on ------------ ------------ ----------- -----------
investments and
futures contracts
$288,123,723 $159,293,886 $85,634,129 $29,204,610
============ ============ =========== ===========
Shares authorized
($.10) par value 20,000,000 15,000,000 10,000,000 10,000,000
Shares outstanding 14,813,685 10,655,370 7,847,440 2,407,503
Net asset value,
offering, and
redemption price $19.45 $14.95 $10.91 $12.13
per share
</TABLE>
The accompanying notes are an integral part of the financial
statement.
<PAGE>
<TABLE>
<CAPTION>
CARILLON FUND, INC.
STATEMENTS OF OPERATIONS
Year Ended December 31, 1996
S&P 500
Equity Capital Bond Index
Portfolio Portfolio Portfolio Portfolio
--------- --------- --------- ---------
<S> <C> >c? <C> <C>
INVESTMENT INCOME
Interest $ 1,041,257 $ 6,227,142 $ 6,257,449 $ 135,283
Dividends (net of
foreign withholding
taxes of $117,559;
$41,233; $0; $2,598) 4,734,994 1,629,448 -- 311,295
----------- ----------- ----------- ----------
5,776,251 7,856,590 6,257,449 446,578
----------- ----------- ----------- ----------
EXPENSES
Investment advisory fees 1,436,998 1,032,861 384,084 48,985
Custodial fees and
expenses 61,313 46,599 22,157 14,140
Portfolio accounting fees 48,645 46,102 39,174 29,713
Professional fees 9,181 8,980 9,448 15,895
Director's fees 11,351 11,351 11,354 10,754
Transfer agent fees 6,010 6,054 6,089 5,853
Registration and
filing fees 8,919 8,590 7,616 2,493
Other 17,403 11,713 10,894 9,982
----------- ----------- ----------- ----------
1,599,820 1,172,250 490,816 137,815
Fees waived by the Adviser -- -- -- (40,752)
----------- ----------- ----------- ----------
1,599,820 1,172,250 490,816 97,063
----------- ----------- ----------- ----------
NET INVESTMENT INCOME 4,176,431 6,684,340 5,766,633 349,515
----------- ----------- ----------- ----------
REALIZED AND UNREALIZED
GAIN/(LOSS) ON
INVESTMENTS AND
FUTURES CONTRACTS
Net realized gain
on investments 34,227,538 12,459,745 1,210,173 32,147
Net realized gain on
futures contracts -- -- -- 186,603
----------- ----------- ----------- ----------
34,227,538 12,459,745 1,210,173 218,750
----------- ----------- ----------- ----------
Net change in unrealized
appreciation/
(depreciation) on
investments 17,468,047 1,990,613 (1,316,722) 2,981,474
Net change in unrealized
appreciation/
(depreciation) on
futures contracts -- -- -- 49,375
----------- ----------- ----------- ----------
17,468,047 1,990,613 (1,316,722) 3,030,849
----------- ----------- ----------- ----------
NET REALIZED AND
UNREALIZED GAIN/
(L0SS) ON INVESTMENTS
AND FUTURES CONTRACTS 51,695,585 14,450,358 (106,549) 3,249,599
----------- ----------- ----------- ----------
NET INCREASE IN NET
ASSETS FROM OPERATIONS $55,872,016 $21,134,698 $5,660,084 $3,599,114
=========== =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Equity Portfolio
For the Year Ended December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 4,176,431 $ 3,230,075
Net realized gain/(loss)
on investments and futures 34,227,538 9,962,775
Net change in unrealized
appreciation /(depreciation) on
investments and futures contracts 17,468,047 31,418,181
----------- -----------
55,872,016 44,611,031
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (3,889,965) (3,023,061)
In excess of net investment income -- --
Net realized gain on investments (9,867,342) (12,644,665)
----------- -----------
(13,757,307) (15,667,726)
----------- -----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 41,762,282 29,948,214
Net asset value of shares
issued to shareholders
in reinvestment of distributions 13,757,307 15,667,726
Payments for shares redeemed (29,173,822) (12,692,274)
----------- -----------
26,445,767 32,923,666
----------- -----------
NET INCREASE IN NET ASSETS 68,560,476 61,866,971
NET ASSETS
Beginning of year 219,563,247 157,696,276
----------- -----------
End of year 288,123,723 219,563,247
=========== ===========
FUND SHARE TRANSACTIONS:
Sold 2,393,015 1,968,821
Issued in reinvestment
of distributions 809,878 1,111,633
Redeemed (1,660,244) (837,546)
----------- -----------
Net increase from fund
share transactions 1,542,649 2,242,908
----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Capital Portfolio
For the Year Ended December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 6,684,340 $ 6,696,820
Net realized gain on
investments and futures 12,459,745 1,973,190
Net change in unrealized
appreciation/(depreciation) on
investments and futures contracts 1,990,613 8,952,302
----------- -----------
21,134,698 17,622,312
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (6,050,397) (6,389,872)
In excess of net investment income -- --
Net realized gain on investments (2,002,549) (5,716,244)
----------- -----------
(8,052,946) (12,106,116)
----------- -----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 17,130,822 21,179,705
Net asset value of shares
issued to shareholders in
reinvestment of distributions 8,052,945 12,106,115
Payments for shares redeemed (24,594,141) (12,442,444)
----------- -----------
589,626 20,843,376
----------- -----------
NET INCREASE IN NET ASSETS 13,671,378 26,359,572
NET ASSETS
Beginning of year 145,622,508 119,262,936
----------- -----------
End of year 159,293,886 145,622,508
=========== ===========
FUND SHARE TRANSACTIONS:
Sold 1,199,385 1,579,714
Issued in reinvestment of
distributions 570,034 922,915
Redeemed (1,729,493) (928,220)
----------- -----------
Net increase from fund
share transactions 39,926 1,574,409
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Bond Portfolio
For the Year Ended December 31,
-------------------------------
1996 1995
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 5,766,633 $5,184,573
Net realized gain/(loss)
on investments and futures 1,210,173 (162,632)
Net change in unrealized
appreciation/(depreciation) on
investments and futures contracts (1,316,722) 6,104,034
----------- ----------
5,660,084 11,125,975
----------- ----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (6,340,623) (5,049,814)
In excess of net investment income (320,260) --
Net realized gain on investments -- --
----------- ----------
(6,660,883) (5,049,814)
----------- ----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 17,850,341 12,251,770
Net asset value of shares issued
to shareholders in reinvestment
of distributions 6,660,883 5,049,814
Payments for shares redeemed (11,443,995) (5,739,318)
----------- ----------
13,067,229 11,562,266
----------- ----------
NET INCREASE IN NET ASSETS 12,066,430 17,638,427
NET ASSETS
Beginning of year 73,567,699 55,927,272
----------- ----------
End of year 85,634,129 73,567,699
=========== ==========
FUND SHARE TRANSACTIONS:
Sold 1,633,803 1,141,491
Issued in reinvestment
of distributions 621,662 469,937
Redeemed (1,054,560) (538,145)
----------- ----------
Net increase from fund
share transactions 1,200,905 1,073,283
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
S&P 500 Index Portfolio
For the
Period from
For the Year December 29,
Ended 1995 to
December 31, December 31,
------------ ------------
1996 1995
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 349,515 $ 123
Net realized gain/(loss) on
investments and futures 218,750 --
Net change in unrealized
appreciation/(depreciation) on
investments and futures contracts 3,030,849 25
----------- --------
3,599,114 148
----------- --------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (307,386) --
In excess of net investment income -- --
Net realized gain on investments -- --
----------- --------
(307,386) --
----------- --------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 30,917,430 305,000
Net asset value of shares
issued to shareholders 307,386 --
in reinvestment of dividends
and distributions
Payments for shares redeemed (5,617,082) --
----------- --------
25,607,734 305,000
----------- --------
NET INCREASE IN NET ASSETS 28,899,462 305,148
NET ASSETS
Beginning of year 305,148 --
----------- --------
End of year 29,204,610 305,148
=========== ========
FUND SHARE TRANSACTIONS:
Sold 2,850,416 30,500
Issued in reinvestment of
distributions 26,989 --
Redeemed (500,402) --
----------- --------
Net increase from fund
share transactions 2,377,003 30,500
=========== ========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1996
EQUITY PORTFOLIO
SHARES/
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
COMMON STOCKS - 92.28%
BANKING & FINANCIAL SERVICE - 17.48%
ABN Amro Holdings NV Sponsored ADR 32,868 2,135,788
Allied Capital Corporation 28,571 449,993
Banco Bhif ADR* 75,000 1,228,125
Banco Frances Rio Pla Sponsored ADR 28,750 790,625
Banco Latinoamericano
De Exportanciones Sponsored ADR 75,000 3,806,250
Capital American Financial
Corporation 30,000 1,091,250
Charter One Financial, Incorporated 52,500 2,205,000
Chile Fund Incorporated 80,000 1,670,000
Community First Bankshares 91,545 2,517,488
Corus Bankshares, Incorporated 70,000 2,257,500
Czech Republic Fund 109,000 1,444,250
Deutsche Bank AG Sponsored ADR 42,000 1,959,497
FPIC Insurance Group, Incorporated* 150,000 2,025,000
Gainsco, Incorporated 217,762 2,095,959
Jefferies Group, Incorporated 64,000 2,584,000
Mid Ocean Limited Order Shares 40,000 2,100,000
Penncorp Financial Group Corporation 95,000 3,420,000
RLI Corporation 68,625 2,290,359
Raymond James Financial Corporation 66,100 1,991,263
Standard Federal Bancorporation 57,900 3,293,063
Thai Fund, Incorporated 102,500 1,691,250
Union Planters Corporation* 50,000 1,950,000
Washington Federal, Incorporated 85,100 2,255,150
Zions Bancorporation 30,000 3,120,000
------------
50,371,810
------------
CAPITAL GOOD - 11.87%
AGCO Corporation 59,400 1,700,325
Astec Industries, Incorporated* 75,000 712,500
Breed Technologies, Incorporated 90,000 2,340,000
Cemex SA Sponsored ADR 125,000 971,786
Crossman Communitites, Incorporated* 80,000 1,360,000
D.R. Horton, Incorporated 100,000 1,087,500
Deere & Company 68,000 2,762,500
Ford Motor Company 55,000 1,753,125
Griffon Corporation* 209,600 2,567,600
Kysor Industries Corporation* 75,000 2,446,875
Lindsay Manufacturing Company 117,862 5,510,048
Medusa Corporation 80,300 2,760,313
Schult Homes Corporation 50,000 1,175,000
Scotsman Industries, Incorporated 40,000 945,000
Strattec Security Corporation* 145,000 2,646,250
Toll Brothers, Incorporated* 90,000 1,755,000
Woodhead Industries, Incorporated 50,500 694,375
Visx, Incorporated* 45,000 995,625
------------
34,183,822
------------
CONSUMER CYCLICAL - 4.61%
Chromcraft Revington, Incorporated* 75,000 2,081,250
CPAC, Incorporated 125,000 1,875,000
Donnkenny, Incorporated* 100,000 462,500
Galey & Lord, Incorporated* 9,700 144,288
NCI Building Systems, Incorporated* 80,700 2,784,150
Pillowtex Corporation 56,900 1,024,200
Roberds, Incorporated* 90,000 742,500
Southern Energy Home 150,000 1,725,000
Tractor Supply Company* 30,000 618,750
Winsleow Furniture, Incorporated* 188,300 1,835,925
------------
13,293,563
------------
CONSUMER NON-DURABLE -10.87%
Advocat, Incorporated* 100,500 728,625
Allied Healthcare Products,
Incorporated 65,100 480,113
Charoen Pok Feedmill ADR 100,000 1,450,850
Conso Products Company 146,250 1,882,969
Crown Books Corporation* 29,900 351,325
Dart Group Corporation - Class A 7,500 697,500
Dairy Farm International
Holdings Sponsored ADR 200,000 804,998
Footstar, Incorporated* 68,200 1,696,475
GT Bicycles, Incorporated* 134,900 1,736,838
Helen of Troy Ltd, Bermuda* 177,000 3,894,000
IHOP Corporation* 87,000 2,055,375
King World Productions, Incorporated* 50,000 1,843,750
Morningstar Group, Incorporated* 121,000 2,374,625
Nam Tai Electronics, Incorporated* 187,500 1,453,125
Oakley, Incorporated 73,200 796,050
Orthofix International NV* 113,036 932,547
Schlotzsky's, Incorporated* 137,900 1,379,000
Shopko Stores, Incorporated 110,700 1,660,500
Titan Wheel International,
Incorporated 95,000 1,211,250
Toy Biz, Incorporated* 120,000 2,340,000
Utah Medical Products, Incorporated* 115,200 1,540,800
------------
31,310,715
------------
ENERGY - 11.52%
Apache Corporation 58,118 2,055,924
Callon Petroleum Company* 110,000 2,090,000
Cross Timbers Oil Company 70,000 1,758,750
Geoscience Corporation* 50,000 650,000
Giant Industries, Incorporated 165,000 2,310,000
Global Industries, Incorporated 100,000 1,862,500
Holly Corporation 90,000 2,407,500
Nuevo Energy Company* 45,000 2,340,000
Offshore Energy Development* 80,000 1,220,000
Plains Resources, Incorporated* 120,000 1,875,000
St. Mary Land & Exploration 60,000 1,492,500
Southern Mineral Corporation* 350,000 2,056,250
Stone Energy Corporation* 93,900 2,805,263
Total S.A. Sponsored ADR 42,958 1,729,060
Trizec Hahn Corporation 75,000 1,650,000
Vastar Resources Incorporated* 50,000 1,900,000
YPF S.A. Sponsored ADR 55,000 1,388,750
Zeigler Coal Holdings Company 75,000 1,603,125
------------
33,194,622
------------
MANUFACTURING -14.21%
ABT Building Products Company* 145,000 3,625,000
AEP Industries, Incorporated* 107,550 5,915,250
Alltrista Corporation* 86,000 2,214,500
BWAY Corporation* 110,000 2,103,750
Bayer A G Sponsored ADR 110,000 4,482,478
Carbide Graphite Group Incorporated* 130,000 2,551,250
Echo Bay Mines Limited 90,000 596,250
Holophane Corporation 75,000 1,425,000
Falcon Products, Incorporated 147,730 2,105,153
Kevco Incorporated* 140,000 1,960,000
Matthews International Corporation
- Class A 77,000 2,175,250
Minorco Sponsored ADR 90,000 1,873,125
Pohang Iron & Steel Corporation 75,000 1,518,750
Shanghai Petro Chemical Company
Limited Sponsored ADR 40,000 1,175,000
Shelter Components Corporation 100,250 1,228,063
Sybron Chemicals, Incorporated* 65,200 1,043,200
Triangle Pacific Corporation* 92,500 2,225,781
York Group, Incorporated 140,000 2,730,000
------------
40,947,800
------------
REAL ESTATE - 11.78%
Associated Estates Realty Corporation 65,000 1,543,750
Commercial Net Lease Realty* 99,300 1,576,388
Evans Withycombe Residential 92,000 1,932,000
Health Care Property Investments,
Incorporated 47,400 1,659,000
Healthcare Realty Trust, Incorporated 111,400 2,952,100
Highwoods Properties, Incorporated* 40,000 1,350,000
Hospitality Properties Turst,
Incorporated 64,000 1,856,000
IRT Property Company 172,300 1,981,450
LTC Properties, Incorporated 95,000 1,757,500
Merry Land & Investment Company 115,000 2,472,500
Mid-America Apartment Communities 80,000 2,310,000
National Health Investors,
Incorporated 40,000 1,515,000
Public Storage, Incorporated 80,000 2,480,000
Shurgard Storage Centers,
Incorporated 70,000 2,073,750
Trinet Corporate Realty Trust
Incorporated 58,000 2,059,000
United Dominion Realty Trust
Incorporated 132,000 2,046,000
Winston Hotels, Incorporated 175,000 2,384,375
------------
33,948,813
------------
SERVICE - 1.78%
Comcast Corporation 50,000 893,750
Devon Group, Incorporated* 85,000 2,337,500
PCA International, Incorporated 55,200 897,000
Right Management Consultants 44,600 992,350
------------
5,120,600
------------
TECHNOLOGY - 3.46%
Cybex Corporation* 160,000 2,280,000
DH Technology, Incorporated* 135,000 3,240,000
Digi International, Incorporated* 95,000 902,500
Kemet Corporation* 60,000 1,395,000
Recoton Corporation* 143,000 2,136,062
9,953,562
TRANSPORTATION - 2.77%
Atlantic Southeast Airlines
Incorporated 95,000 2,078,125
Illinois Central Corporation
- Class A 82,500 2,640,000
Landstar, Incorporated* 40,000 930,000
Midwest Express Holdings* 65,000 2,340,000
------------
7,988,125
------------
UTILITY - 1.93%
CMS Energy Corporation 50,000 1,681,250
Empresa Nacional
De Electricidad Sponsored ADR 29,400 2,058,000
Tuscon Electric Power Company 110,000 1,828,750
------------
5,568,000
------------
Total Common Stocks
(cost $ 205,498,271) $265,881,432
------------
SHORT-TERM INVESTMENTS - 5.82%
COMMERCIAL PAPER - 5.37%
Army Airforce (5.600% due 01/01/97) 2,000,000 2,000,000
CC USA (5.400% due 02/06/97) 1,000,000 994,600
ConAgra, Incorporated
(5.450% due 01/03/97) 1,000,000 999,697
Circus Circus (5.500% due 01/08/97) 2,000,000 1,997,861
Dana Credit Corporation
(5.480% due 01/16/97) 1,500,000 1,496,575
Telecommunications, Incorporated
(5.700% due 01/24/97) 1,000,000 996,358
Textron Financial Corporation
(5.570% due 02/11/97) 2,000,000 1,987,313
Public Service Electric & Gas
(5.450% due 01/07/97) 1,000,000 999,092
Viacom (5.660% due 01/21/97) 2,000,000 1,993,711
White Consolidated Industries,
Incorporated(5.480% due 01/24/97) 2,000,000 1,992,998
------------
15,458,205
------------
VARIABLE RATE DEMAND NOTES<F1> - .45%
Johnson Controls, Incorporated
(5.529% due 01/01/97) 1,306,839 1,306,839
------------
Total Short-Term Investments
(cost $16,765,044) 16,765,044
------------
TOTAL INVESTMENTS - 98.10%
(cost $222,263,315)<F2> 282,646,476
------------
OTHER ASSETS AND LIABILITIES - 1.9% 5,477,247
------------
TOTAL NET ASSETS - 100% $288,123,723
============
- -----------------
* Non-income producing
(ADR) American Depository Receipt
<FN>
<F1>) Interest rates vary periodically based on current market
rates. The maturity shown for each variable rate demand note is
the later of the next scheduled interest rate adjustment date or
the date on which principal can be recovered through demand.
Information as of December 31, 1996.
<F2> Represents cost for Federal income tax purposes. Gross
unrealized appreciation and depreciation of securities at
December 31, 1996 was $69,683,138 and $9,299,977, respectively.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements
<PAGE>
CARILLON FUND, INC.
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1996
CAPITAL PORTFOLIO
SHARES/
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
COMMON STOCKS - 34.38%
BANKING & FINANCIAL SERVICE - 8.42%
Allied Capital Corporation 34,285 539,992
Banco BHIF ADR* 50,000 818,750
Banco Latinoamericano
de Exportaciones ADR 30,000 1,522,500
Black Rock Strategic Term Trust 75,000 600,000
Charter One Financial Incorporated 42,000 1,764,000
Corus Bankshares Incorporated 25,000 806,250
Deutsche Bank AG Sponsored ADR 18,000 839,784
FPIC Insurance Group Incorporated* 60,000 810,000
Gainsco Incorporated 63,000 606,375
New Germany Fund 72,229 966,063
RLI Corporation 30,480 1,017,270
Templeton Global Income Fund 125,000 890,625
Thai Fund Incorporated 55,000 907,500
Washington Federal Incorporated 50,000 1,325,000
------------
13,414,109
------------
CAPITAL GOOD - 2.57%
Astec Industries Incorporated* 50,000 475,000
Griffon Corporation* 55,000 673,750
Lindsay Manufacturing Incorporated 32,908 1,538,449
Lonrho PLC - Sponsored ADR 150,000 319,574
Strattec Security Corporation* 60,000 1,095,000
------------
4,101,773
------------
CONSUMER CYCLICAL - 2.15%
Chromcraft Revington Inc.* 25,000 693,750
NCI Building Systems Incorporated* 35,000 1,207,500
Southern Energy Homes 65,000 747,500
Winsleow Furniture Incorporated* 80,000 780,000
------------
3,428,750
------------
CONSUMER NON-DURABLE - 1.87%
GT Bicycles Incorporated* 80,000 1,030,000
Helen of Troy Limited, Bermuda* 51,000 1,122,000
IHOP Corporation* 35,000 826,875
------------
2,978,875
------------
ENERGY - 2.50%
Callon Petroleum Company* 35,000 665,000
Giant Industries Incorporated 87,400 1,223,600
Offshore Energy Development* 43,000 655,750
Stone Energy Corporation* 27,000 806,625
YPF S.A. Sponsored ADR 25,000 631,250
------------
3,982,225
------------
MANUFACTURING -8.29%
ABT Building Products Company* 45,000 1,125,000
AEP Industries, Incorporated* 45,831 2,520,705
Bayer AG Sponsored ADR 75,000 1,629,992
Bway Corporation* 44,000 841,500
Carbide Graphite Group* 60,000 1,177,500
Holly Corporation 20,000 535,000
Newmont Mining Corporation 20,000 895,000
Pohang Iron & Steel Company 32,000 648,000
Royal Oak Mines Incorporated* 125,000 406,250
Santa Fe Pacific Gold Corporation 35,000 538,125
TVX Gold Incorporated* 120,000 930,000
Vaal Reefs Exploration
& Mining Limited ADR* 120,100 43,119
York Group Incorporated 62,000 1,209,000
------------
13,199,191
------------
REAL ESTATE - 7.03%
Associated Estates Realty
Corporation 50,000 1,187,500
Columbus Realty Trust 46,000 1,046,500
Hospitality Properties Trust 33,000 957,000
IRT Properties Company 85,000 977,500
LTC Properties Incorporated 46,000 851,000
Merry Land & Investment Company 60,000 1,290,000
Mid-America Apartment Communities 40,000 1,155,000
Shurgard Storage Centers Incorporated 43,000 1,273,875
United Dominion Realty Trust 75,000 1,162,500
Winston Hotels Incorporated 95,000 1,294,375
------------
11,195,250
------------
TECHNOLOGY - 1.55%
DH Technology, Incorporated* 59,760 1,434,240
Recoton Corporation* 69,000 1,030,688
------------
2,464,928
------------
Total Common Stocks (cost $43,838,220) 54,765,101
------------
PREFERRED STOCKS - .40%
MANUFACTURING -.40%
Freeport McMoRan Copper & Gold Series 20,000 640,000
------------
Total Preferred Stock (cost $709,838) 640,000
------------
U.S. TREASURY OBLIGATIONS - 13.18%
8.000% due 01/15/97 1,000,000 1,000,313
8.500% due 04/15/97 500,000 503,906
6.750% due 02/28/97 650,000 651,016
6.750% due 05/31/97 1,000,000 1,004,063
7.875% due 04/15/98 500,000 511,719
5.500% due 02/28/99 1,000,000 991,250
6.000% due 10/15/99 5,900,000 5,900,000
5.750% due 10/31/00 1,000,000 986,875
7.500% due 11/15/01 500,000 526,406
6.375% due 08/15/02 1,750,000 1,761,485
5.875% due 02/15/04 100,000 97,375
7.250% due 05/15/04 3,500,000 3,683,750
7.875% due 11/15/04 3,100,000 3,382,875
------------
Total U.S. Treasury Notes
($20,735,403) 21,001,033
------------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 12.51%
FEDERAL HOME LOAN MORTGAGE
CORPORATION - 3.16%
1662 H (6.250% due 01/15/09) 1,007,738 989,065
1442 FA (5.970% due 11/15/07) 1,000,000 907,605
77 F (8.500% due 06/15/17) 23,592 23,592
1559 VP (5.500% due 02/15/20) 1,700,000 1,625,744
1399 PAC (7.000% due 09/15/22) 596,484 568,131
1631 SB (6.527% due 12/15/23) 1,450,000 911,855
------------
5,025,992
------------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 7.82%
Remic 93-12 ED
(7.500% due 02/25/06) 1,645,000 1,692,039
Remic 1992-163 PN
(7.000% due 07/25/07) 1,500,000 1,501,020
Remic 92-117 J
(7.500% due 07/25/20) 1,000,000 1,013,637
Remic 92-119 E
(8.000% due 07/25/20) 1,000,000 1,021,846
Remic 92-112E
(8.000% due 12/25/20) 1,500,000 1,534,255
Remic 93-127 FA
(5.430% due 10/25/21) 1,000,000 951,862
Remic 1992-39 FB
(6.190% due 03/25/22) 2,000,000 1,936,180
Remic 92-66 F
(5.906% due 05/25/22) 1,007,444 1,008,482
Remic 1993-119 SB
(7.595% due 07/25/23) 2,572,882 1,803,790
------------
12,463,111
------------
PRIVATE SECTOR - 1.53%
Prudential Home Mortgage Securities
(7.500% due 07/25/10) 521,233 515,531
Merrill Lynch Mortgage Investors
(6.438% due 09/15/17) 2,000,000 1,920,000
------------
2,435,531
------------
Total Collateralized Mortgage
Obligations (cost $20,294,887) 19,924,634
------------
MORTGAGE - BACKED SECURITIES - 9.25%
FEDERAL HOME LOAN MORTGAGE
CORPORATION - .82%
7.500% due 06/01/07 50,933 51,379
9.500% due 10/01/08 230,479 247,019
8.250% due 03/01/12 119,734 123,764
8.500% due 03/01/16 95,105 98,830
7.500% due 07/01/17 57,995 58,149
11.000% due 04/01/19 55,195 61,646
11.000% due 11/01/19 53,485 59,736
11.000% due 05/01/20 213,091 237,904
11.000% due 06/01/20 332,322 371,297
------------
1,309,724
------------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 8.08%
10.000% due 02/01/04 6,768 7,235
9.500% due 09/01/05 150,099 158,380
9.000% due 11/01/05 68,885 72,112
7.500% due 03/25/07 1,200,000 1,220,681
8.000% due 05/01/07 145,405 149,688
6.000% due 12/01/08 868,950 842,360
5.500% due 01/01/09 900,305 857,694
6.000% due 03/01/09 984,158 954,043
5.500% due 04/01/09 888,742 843,620
8.500% due 03/01/19 12,085 12,654
6.500% due 02/01/26 806,877 770,124
6.500% due 03/01/26 201,918 192,720
7.000% due 03/01/26 1,944,740 1,903,336
7.000% due 07/01/26 1,961,895 1,919,593
7.500% due 07/01/26 2,959,197 2,959,375
------------
12,863,615
------------
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION - .35%
9.000% due 11/15/16 103,445 111,000
10.500% due 11/20/19 291,488 318,313
9.000% due 12/15/19 126,525 134,961
------------
564,274
------------
Total Mortgage Backed Securities
(cost $14,273,212) 14,737,613
------------
CORPORATE BONDS AND NOTES - 5.56%
COMMUNICATIONS AND MEDIA - .57%
Loewen Group International, Inc.
(8.2500% due 04/15/03) 900,000 908,104
------------
FINANCE COMPANY - .32%
Helicon Group
(11.0000% due 11/01/03) 500,000 510,000
------------
FINANCIAL SERVICES - .52%
Pacific Gulf Properties, Inc.
(8.375% due 02/15/01) 750,000 825,000
------------
GAMING INDUSTRY - .16%
Circus Circus Enterprises, Inc.
(10.625% due 06/15/97) 250,000 255,124
------------
INSURANCE - .09%
The Penn Central Corp.
(9.750% due 08/01/99) 130,000 136,857
------------
MISCELLANEOUS - .65%
Toll Corp. (10.500% due 03/15/02) 500,000 517,500
Parisian (9.875% due 07/15/03) 500,000 510,000
------------
1,027,500
------------
OIL & GAS EXPLORATION SERVICES - .97%
Maxus Debentures
(11.250% due 05/01/13) 208,000 213,200
Rowan Companies
(11.875% due 12/10/01) 750,000 795,000
Trans Texas Gas, Corp.
(11.500% due 06/15/02) 500,000 540,625
------------
1,548,825
------------
REAL ESTATE - .33%
GE Capital Marketing Services, Inc.
(6.0000% due 08/25/09) 568,877 531,547
------------
TELEPHONE & TELECOMMUNICATIONS- .75%
United Telecommunications, Inc.
(9.750% due 04/01/00) 156,000 169,674
TCI Communications Inc
(8.6500% due 09/15/04) 1,000,000 1,023,856
------------
1,193,530
UTILITIES - ELECTRIC - 1.20%
Connecticut Light & Power Co.
1st Ref Mtg. (7.625% due 04/01/97) 677,000 677,240
New Orleans Public Service Inc.
1st Mtg. (8.670% due 04/01/05) 1,200,000 1,237,629
------------
1,914,869
------------
Total Corporate Bonds
(cost $ 8,455,147) 8,851,356
------------
SHORT-TERM INVESTMENTS - 22.84%
COMMERCIAL PAPER - 17.71%
Army Airforce (5.600% due 01/10/97) 2,000,000 2,000,000
Case Credit Corporation
(5.530% due 02/03/97) 1,000,000 994,931
Circus Circus Enterprises Inc.
(5.500% due 01/08/97) 2,000,000 1,997,861
Conagra Inc. (5.450% due 01/03/97) 2,000,000 1,999,394
Dana Credit Corporation
(5.480% due 01/21/97) 1,000,000 996,956
Hanson Financial
(5.620% due 03/14/97) 1,500,000 1,483,140
IES Diversified
(5.550% due 01/27/97) 1,000,000 995,992
IES Diversified
(5.670% due 01/31/97) 1,500,000 1,492,913
Illinois Power Fuel Company
(5.450% due 01/14/97) 2,000,000 1,996,064
Nabisco Inc (5.450% due 01/13/97) 1,000,000 998,183
New York State Gas & Electric
(5.950% due 01/24/97) 2,000,000 1,992,397
Penn Power & Light Energy
(5.450% due 01/08/97) 1,000,000 998,940
Penn Power & Light Energy
(5.480% due 01/22/97) 1,000,000 996,803
Public Service Electric & Gas
(5.450% due 01/07/97) 1,000,000 999,092
Public Service Electric & Gas
(5.450% due 01/10/97) 1,000,000 998,638
Telecommunications Inc
(5.700% due 01/24/97) 2,300,000 2,291,624
Textron Financial Group
(5.550% due 02/10/97) 1,000,000 993,833
Textron Inc.
(5.5700% due 02/11/97) 1,000,000 993,656
Viacom (5.700% due 01/24/97) 1,000,000 996,358
White Consolidated Industries, Inc
(5.480% due 01/24/97) 1,000,000 996,499
White Consolidated Industries, Inc
(5.530% due 02/03/97) 1,000,000 994,931
------------
28,208,205
------------
VARIABLE RATE DEMAND NOTES - 5.13%
American Family Financial Services
(5.509% due 01/01/97) 1,485,013 1,485,013
Johnson Controls, Inc.
(5.529% due 01/01/97) 6,157,736 6,157,736
Wisconsin Electric Power Company
(5.549% due 01/01/97) 527,871 527,871
------------
8,170,620
------------
Total Short Term Investments
(cost $36,378,825) 36,378,825
------------
TOTAL INVESTMENTS - 98.12%
(cost $144,685,532)<F2> 156,298,562
------------
OTHER ASSETS AND LIABILITIES - 1.88% 2,995,324
------------
TOTAL NET ASSETS - 100% $159,293,886
------------
- -----------------
* Non-Income producing
(ADR) American Depository Receipt
<FN>
<F1> Interest rates vary periodically based on current market
rates. Rates shown are as of December 31, 1996. The maturity
shown for each variable rate demand note is the later of the
next scheduled interest rate adjustment date or the date on
which principal can be recovered through demand. Information as
of December 31, 1996.
<F2> Represents cost for Federal income tax purposes. Gross
unrealized appreciation and depreciation of securities at
December 31, 1996 was $14,144,348 and $2,531,318 respectively.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON FUND, INC.
SCHEDULE OF INVESTMENTS
December 31, 1996
BOND PORTFOLIO
<TABLE>
<CAPTION>
SHARES/
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
U.S. TREASURY OBLIGATIONS - 35.51%
U.S. TREASURY BOND - 5.41%
6.250% due 08/15/23 $3,000,000 $ 2,811,570
6.000% due 02/15/26 2,000,000 1,819,376
-----------
4,630,946
-----------
U.S. TREASURY NOTES - 25.30%
6.000% due 10/15/99 4,000,000 4,000,000
6.700% due 04/30/00 2,000,000 2,038,126
7.750% due 02/15/01 2,500,000 2,642,188
5.625% due 02/28/01 2,000,000 1,960,626
5.875% due 11/15/05 5,000,000 4,823,440
6.500% due 08/15/05 1,000,000 1,006,875
7.000% due 07/15/06 5,000,000 5,195,315
-----------
21,666,570
-----------
U.S. TREASURY STRIPS - 4.80%
0.000% due 02/15/00 3,250,000 2,695,290
0.000% due 08/15/02 2,000,000 1,416,780
-----------
4,112,070
-----------
Total U.S. Treasury Notes
(cost $30,002,142) 30,409,583
-----------
MORTGAGE - BACKED SECURITIES - 3.43%
FEDERAL HOME LOAN MORTGAGE
CORPORATION - 1.10%
7.500% due 02/01/02 46,747 47,331
9.500% due 04/01/05 77,932 82,169
7.500% due 06/01/07 112,097 113,080
11.000% due 05/01/10 13,069 14,596
12.500% due 08/01/10 18,983 21,794
8.000% due 11/01/16 55,327 56,382
9.500% due 02/01/18 76,207 81,827
6.500% due 07/01/23 553,517 532,356
-----------
949,535
-----------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - 2.14%
12.000% due 04/01/00 69,694 75,095
9.000% due 08/01/01 50,968 53,341
8.500% due 01/01/02 47,751 49,676
10.500% due 06/01/04 16,138 17,207
10.500% due 05/01/05 200,712 214,009
6.500% due 06/01/08 1,141,030 1,128,683
8.000% due 08/01/17 289,120 294,360
-----------
1,832,371
-----------
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION - .19%
11.000% due 03/15/10 61,600 68,029
9.000% due 05/15/20 86,210 90,844
-----------
158,873
-----------
Total Mortgage-Backed Securities
(cost $2,892,682) 2,940,779
-----------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 7.97%
FEDERAL HOME LOAN MORTGAGE
CORPORATION - 3.56%
59 E (8.900% due 11/15/20) 965,123 1,007,820
106 G (8.250% due 12/15/20) 1,000,000 1,031,890
1770 B (8.250% due 01/15/24) 1,000,000 1,004,836
-----------
3,044,546
-----------
FEDERAL NATIONAL MORTGAGE
ASSOCIATION - .26%
Remic (9.500% due 12/25/18) 212,032 225,191
-----------
PRIVATE SECTOR - 4.15%
Securitized Asset Sales, Inc.
(6.500% due 07/25/08) 305,789 291,457
CMC Securities Corp.
(0.000% due 12/25/08) 401,817 301,298
Country Wide Mortgage-Backed
Securities, Inc.(6.000% due 03/01/09) 876,358 807,073
Capstead Mortgage Securities Corp.
(10.950% due 02/01/14) 215,719 215,934
Greenwich Capital Acceptance
(8.238% due 08/25/24) 989,978 858,806
NWA Trust No. 2 Class B
(10.230% due 06/21/14) 950,769 1,083,310
-----------
3,557,878
-----------
Total Collateralized Mortgage
Obligations (cost $6,559,333) 6,827,615
-----------
CORPORATE BONDS AND NOTES - 50.43%
AIR TRANSPORTATION - 1.22%
Continental Airlines
(7.820% due 10/15/23) 1,000,000 1,033,140
-----------
BANK & BANK HOLDING COMPANIES - 4.17%
Comerica Inc. (9.750% due 05/01/99) 500,000 534,041
First Tennessee (8.070% due 01/06/27) 2,000,000 2,002,240
Nationsbank Corp.
(7.625% due 04/15/05) 1,000,000 1,034,698
-----------
3,570,979
-----------
COMMUNICATIONS AND MEDIA - 8.59%
Arch Communication Group
(0.000% due 03/15/08) 1,000,000 571,250
Call-Net Enterprises
(0.000% due 12/01/04) 1,250,000 1,025,000
CF Cable TV Inc.
(9.125% due 07/15/07) 1,000,000 1,070,000
Continental Cablevision
(8.300% due 05/15/06) 1,000,000 1,067,038
CS Wireless Systems
(0.000% due 03/01/06) 500,000 180,000
Jones Intercable, Inc.
(9.625% due 03/15/02) 500,000 525,000
Neodata Service (12.000% due 05/01/03) 1,000,000 1,052,500
Peoples Choice TV (0.000% due06/01/04) 2,000,000 840,000
Time Warner Inc. (8.110% due 08/15/06) 1,000,000 1,024,735
-----------
7,355,523
-----------
CONGLOMERATES - 1.78%
Figgie International Inc.
(9.875% due 10/01/99) 1,000,000 1,040,000
JB Poindexter & Company
(12.500% due 05/15/04) 500,000 487,500
-----------
1,527,500
-----------
CONSUMER PRODUCTS -2.59%
Coleman Holdings
(0.000% due 05/27/98) 1,000,000 833,750
Pillowtex Corporation
(10.000% due 11/15/06) 500,000 520,000
Revlon Consumer Products Corp.
(0.00% due 03/15/98) 1,000,000 867,500
-----------
2,221,250
-----------
ENERGY - 1.34%
Coastal Corp.(9.7500% due 08/01/03) 1,000,000 1,144,986
-----------
FINANCE COMPANIES - 1.79%
Ahmanson Capital Trust
(8.360% due 12/01/26) 1,500,000 1,536,615
-----------
FOOD, BEVERAGE, & TOBACCO -3.45%
Dimon Inc. (8.875% due 06/01/06) 1,000,000 1,037,500
RJR Nabisco, Inc.
(7.625% due 09/15/03) 500,000 482,059
Great American Cookie, Inc.
(10.875% due 01/15/01) 500,000 455,000
Nabisco Inc. (7.550% due 06/15/15) 1,000,000 978,312
-----------
2,952,871
-----------
FOREIGN - 1.12%
Quebec Province CDA
(7.125% due 02/09/24) 1,000,000 955,040
-----------
GAMING INDUSTRY - 5.84%
Argosy Gaming (13.2500% due 06/01/04) 1,000,000 927,500
Boomtown, Inc. 1st Mortgage
(11.500% due 11/01/03) 1,000,000 1,047,500
Casino Magic of Louisiana
(13.000% due 08/15/03) 1,000,000 987,500
Empress River Casino Finance Corp.
(10.750% due 04/01/02) 1,000,000 1,077,500
Hollywood Casino Corp.
(12.750% due 11/01/03) 1,000,000 960,000
-----------
5,000,000
-----------
HEALTH CARE - 1.80%
Columbia / HCA Healthcare Corp.
(7.690% due 06/15/25) 1,000,000 1,026,254
Foundation Health Corp.
(7.750% due 06/01/03) 500,000 516,881
-----------
1,543,135
-----------
INSURANCE - 4.92%
Berkley (W.R.) Corp.
(9.875% due 05/15/08) 500,000 595,056
Farmers Insurance Exhange
(8.500% due 04) 1,000,000 1,046,903
Leucadia National Corp.
(8.250% due 06/15/05) 1,000,000 1,036,976
Penn Central Corp.
(9.750% due 08/01/99) 500,000 526,374
Prudential Insurance
(8.100% due 07/15/15) 1,000,000 1,010,504
-----------
4,215,813
-----------
MANUFACTURING - 4.31%
General Instrument Corporation
(5.000% 06/15/00) 500,000 532,500
International Knife & Saw Corp.
(11.375% due 11/15/06) 1,000,000 1,035,000
International Wire Group Inc.
(11.750% due 06/01/05) 500,000 535,000
Safelite Glass Corporation
(9.875% due 12/15/06) 500,00 515,000
Terex Corp. (13.750% due 05/15/02) 1,000,000 1,075,000
-----------
3,692,500
-----------
MISCELLANEOUS - .60%
Sea Containers (10.500% due 07/01/03) 500,000 512,500
-----------
OIL & GAS - DOMESTIC - .63%
Penzoil Company (9.625% due 11/15/99) 500,000 535,737
-----------
OIL & GAS - SERVICES - 3.17%
Mitchell Energy Development Corp.
(6.750% due 02/15/04) 750,000 707,585
PDV America, Inc.
(7.750% due 08/01/00) 1,000,000 1,005,453
Petro (12.500% due 06/01/02) 1,000,000 1,000,000
-----------
2,713,038
-----------
PAPER & FOREST PRODUCTS - .62%
Westvaco Corp. (10.300% due 01/15/19) 500,000 532,396
-----------
RETAIL - GENERAL - 1.23%
Hook - SuperX Inc.
(10.125% due 06/01/02) 1,000,000 1,057,132
-----------
STEELS AND METALS - 1.26%
Gulf States Steel
(13.500% due 04/15/03) 500,000 472,500
UCAR Global Enterprises Inc.
(12.000% due 01/15/05) 530,000 610,163
-----------
1,082,663
-----------
Total Corporate Bond and Notes
(cost $42,252,009) 43,182,818
-----------
COMMON STOCKS - .04%
ENERGY - .04%
Mesa Incorproated* 6,417 33,689
-----------
Total Common Stocks (cost $ 24,365) 33,689
-----------
WARRANTS - 0.00%
RETAIL-FOOD - 0.00%
Great American Cookie Warrants 90 2,250
TECHNOLOGY - .06%
CS Wireless Systems 138 1
Terex Corporation Appreciation Rights 4,000 40
-----------
Total Warrants (cost $ 28,050) 2,291
-----------
PREFERRED STOCKS - 1.05%
BANKING AND FINANCIAL SERVICE - 1.05%
Earthshell Container Corporation
Series A
Cumulative Senior Convertible 8%<F1> 500 900,000
-----------
Total Preferred Stocks (cost $500,000) 900,000
-----------
SHORT TERM INVESTMENTS - 4.42%
VARIABLE RATE DEMAND NOTES<F2> - 4.42%
American Family (5.509% due 01/01/97) 661,231 661,231
Johnson Controls Inc.
(5.529% due 01/01/97) 2,145,196 2,145,196
Pitney Bowes Credit Corp.
(5.507% due 01/01/97) 42,913 42,913
Sara Lee (5.487% due 01/01/97) 797,184 797,184
Southwestern Bell Telephone Co.
(5.487% due 01/01/97) 135,000 135,000
-----------
Total Short-Term Investments
(cost $3,781,525) 3,781,525
-----------
TOTAL INVESTMENTS - 102.85%
(cost $86,040,107)<F3> 88,078,300
-----------
OTHER ASSETS AND LIABILITIES - (2.85)% (2,444,171)
-----------
TOTAL NET ASSETS - 100% $85,634,129
===========
- -----------------------
* Non-Income Producing
<FN>
<F1> 144A- Privately placed security traded among qualified
institutional buyers.
<F2> Interest rates vary periodically based on current market rates.
Rates shown are as of December 31, 1996. The maturity shown for each
variable rate demand note is the later of the next scheduled interest
adjustment date or the date on which principal can be recovered through
demand. Information shown is as of December 31, 1996.
<F3> Represents cost for Federal income tax purposes. Gross unrealized
appreciation and depreciation of securities at December 31, 1996 was
$3,185,795 and $1,147,602 respectively.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial statments.
<PAGE>
CARILLON FUND, INC.
SCHEDULE OF INVESTMENTS
<TABLE>
<CAPTION>
DECEMBER 31, 1996
S&P 500 INDEX PORTFOLIO
COMMON STOCKS - 82.48%
SHARES VALUE
------ -----
<S> <C> <C>
BANKING & FINANCIAL SERVICE - 11.85%
Aetna Life & Casulaty Company 667 53,318
Allstate Corporation 2,000 115,750
American Express Company 2,100 118,650
American General Corporation 900 36,788
American International Group 2,000 216,500
Banc One Corporation 1,890 81,270
Bank of Boston Corporation 700 44,975
Bank of New York Incorporated 1,700 57,375
BankAmerica Corporation 1,600 159,600
Bankers Trust New York Corporation 300 25,875
Barnett Banks, Incorporated 1,000 41,125
Boatmen's Bancshares, Incorporated 800 51,600
Chase Manhattan Corporation 2,012 179,571
Chubb Group 800 43,000
CIGNA Corporation 300 40,988
Citicorp 1,600 164,800
Comerica, Incorporated 600 31,425
CoreStates Financial Corporation 1,100 57,063
Dean Witter, Discover & Company 700 46,375
Federal Home Loan Mortgage Corporation 800 88,100
Federal National Mortgage Association 4,800 178,800
First Bank System, Incorporated 700 47,775
First Chicago NBD Corporation 1,400 75,250
First Union Corporation 1,300 96,200
Fleet Financial Group, Incorporated 1,200 59,850
General RE Corporation 400 63,100
Great Western Financial 500 14,500
Green Tree Financial Corporation 600 23,175
Household International, Incorporated 500 46,125
ITT Hartford Group Incorporated 500 33,750
KeyCorp 1,000 50,500
Lincoln National Corporation 500 26,250
Marsh & McLennan Companies, Incorporated 400 41,600
MBNA Corporation 850 35,275
Mellon Bank Corporation 600 42,600
Merrill Lynch & Company, Incorporated 800 65,200
Morgan (J. P.) & Company 900 87,863
Morgan Stanley Group Incorporated 700 39,988
National City Corporation 1,100 49,363
NationsBank Corporation 1,000 97,750
Norwest Corporation 1,600 69,600
PNC Bank Corporation 1,500 56,438
Providian Corp. 500 25,688
Republic New York Corporation 300 24,488
SAFECO Corporation 600 23,663
Salomon, Incorporated 500 23,563
SunTrust Banks, Incorporated 1,200 59,100
Transamerica Corporation 400 31,600
Travelers Group, Incorporated 2,733 124,010
US Bancorp 700 31,456
Wachovia Corporation 800 45,200
Wells Fargo & Company 433 116,802
-----------
3,460,670
-----------
CAPITAL GOOD - 4.56%
AMP, Incorporated 1,100 42,213
Caterpillar, Incorporated 900 67,725
Cooper Industries, Incorporated 600 25,275
Deere & Company 1,200 48,750
Dover Company 600 30,150
Emerson Electric Company 1,100 106,425
Foster Wheeler Corporation 300 11,138
General Electric Company 7,100 702,013
Grainger (WW), Incorporated 300 24,075
Illinois Tool Works, Incorporated 600 47,925
Ingersoll-Rand Company 500 22,250
Scientific-Atlanta, Incorporated 500 7,500
Tenneco, Incorporated 900 40,613
Tyco International Limited 800 42,300
Westinghouse Electric Corporation 1,900 37,763
WMX Technologies, Incorporated 2,300 75,038
-----------
1,331,153
-----------
CONSUMER CYCLICAL - 6.02%
American Greetings Company Class A 500 14,188
American Stores Company 700 28,613
Black & Decker Corp. 500 15,063
Chrysler Corporation 3,200 105,600
CVS Corporation 500 20,688
Dayton Hudson Corporation 1,100 43,175
Eaton Corporation 400 27,900
Federated Department Stores Incorporated* 1,000 34,125
Ford Motor Company 5,300 168,938
Gap (The), Incorporated 1,300 39,163
General Motors Corporation 3,400 189,550
Genuine Parts Company 900 40,050
Goodyear Tire & Rubber Company 800 41,100
HFS, Incorporated 600 35,850
Home Depot, Incorporated 2,100 105,263
Johnson Controls 300 24,863
K Mart Corporation* 2,200 22,825
Lowe's Companies, Incorporated 800 28,400
May Department Stores Company 1,200 56,100
NIKE, Incorporated 1,300 77,675
PACCAR, Incorporated 200 13,600
Penney, (J.C.) Company, Incorporated 1,100 53,625
Reebok International, Incorporated 300 12,600
Rite Aid Corporation 500 19,875
Sears, Roebuck & Company 1,700 78,413
Tandy Corporation 300 13,200
Limited (The), Incorporated 1,290 23,704
Toys "R" Us, Incorporated* 1,200 36,000
TRW, Incorporated 600 29,700
V.F. Corporation 400 27,000
Wal-Mart Stores, Incorporated 11,000 251,625
Walgreen Company 1,000 40,000
Whirlpool Corporation 500 23,313
Woolworth Corporation* 700 15,313
-----------
1,757,097
-----------
CONSUMER NON-DURABLE - 21.53%
Abbott Laboratories 3,400 172,550
Albertson's, Incorporated 1,200 42,750
American Brands, Incorporated 800 39,700
American Home Products Corporation 2,800 164,150
Andrew Corporation 300 15,919
Anheuser-Busch Companies, Incorporated 2,200 88,000
Archer-Daniels-Midland Company 2,495 54,890
Automatic Data Processing, Incorporated 1,400 60,025
Avon Products, Incorporated 600 34,275
Baxter International, Incorporated 1,300 53,300
Becton, Dickinson Company 700 30,363
Block, H&R Incorporated 500 14,500
Boston Scientific Corporation* 800 48,000
Bristol-Meyers Squibb Company 2,300 250,125
Browning-Ferris Industries, Incorporated 1,000 26,250
Brunswick Corporation 500 12,000
Campbell Soup Company 1,000 80,250
Clorox Co. 300 30,113
Coca-Cola Company 10,900 573,613
Cognizant Corporation 800 26,400
Colgate-Palmolive Company 600 55,350
Columbia/HCA Healthcare Corporation 3,050 124,288
Comcast Corporation 900 16,031
ConAgra, Incorporate, Class A. Special 1,100 54,725
CPC International, Incorporated 700 54,250
CUC International, Incorporated 1,850 43,938
Donnelly (RR) & Sons Company 800 25,100
Dow Jones, & Company, Incorporated 600 20,325
Dun & Bradstreet Corporation 1,200 28,500
Gannett Company, Incorporated 800 59,900
General Mills, Incorporated 700 44,363
Gillette Company 1,900 147,725
Heinz (H.J.) Company 1,700 60,775
Harrahs Entertainment, Incorporated* 500 9,938
Hershey Foods Corporation 900 39,375
Hilton Hotels Corporation 900 23,513
International Flavors & Fragrance,
Incorporated 500 22,500
Interpublic Group Companies,
Incorporated 600 28,500
Johnson & Johnson 5,800 288,550
Kellogg Company 1,000 65,625
King World Producation, Incorporated* 300 11,063
Kroger Company* 700 32,550
Lilly,(Eli) & Company 2,400 175,200
Loews Corporation 600 56,550
Manor Care 400 10,800
Mattel, Incorporated 1,250 34,688
Marriott International 600 33,150
McDonalds Corporation 3,100 140,275
McGraw Hill Companies, Incorporated 600 27,675
Medtronic, Incorporated 1,100 74,800
Merck & Company, Incorporated 5,300 420,025
PepsiCo, Incorporated 6,700 195,975
Pfizer, Incorporated 2,800 232,050
Pharmacia & Upjohn, Incorporated 2,200 87,175
Philip Morris Companies, Incorporated 3,600 405,450
Procter & Gamble Company 3,000 322,500
Ralston-Ralston Purina Group 500 36,688
Sara Lee Corporation 2,300 85,675
Schering-Plough Corporation 1,600 103,600
Seagrams Company, Limited 1,700 65,875
St. Jude Medical* 400 17,050
Sysco Corporation 900 29,363
Tele-Communications, Incorporated* 1,600 20,900
Tenet Healthcare Corporation* 1,100 24,063
Time Warner, Incorporated 2,600 97,500
Tribune Company 400 31,550
UST, Incorporated 800 25,900
United HealthCare Corporation 900 40,500
Viacom, Inc. - Class B* 1,300 45,338
Walt Disney Company, The 3,019 210,198
Warner-Lambert Company 1,300 97,500
Wendy's International 700 14,350
Winn-Dixie Stores, Incorporated 700 22,138
Wrigley, (Wm), Jr. Company 500 28,125
-----------
6,286,683
-----------
ENERGY - 7.95%
Amerada Hess Corporation 500 28,938
Amoco Corporation 2,300 185,150
Atlantic Richfield Company 800 106,000
Burlington Resources, Incorporated 600 30,225
Chevron Corporation 2,800 182,000
Columbia Gas System, Incorporated 300 19,088
Dresser Industries, Incorporated 1,200 37,200
Enron Corporation 1,100 47,438
Exxon Corporation 5,300 519,400
Halliburton Company 600 36,150
Kerr-McGee Company 300 21,600
Mobil Corporation 1,700 207,825
Occidental Petroleum 1,600 37,400
Phillips Petroleum Company 1,300 57,525
Royal Dutch Petroleum Company ADR 2,300 392,725
Schlumberger Limited 1,400 139,825
Sun Company, Incorporated 700 17,063
Texaco, Incorporated 1,200 117,750
USX-Marathon 1,400 33,425
Union Pacific Resources Group 1,092 31,941
Unocal Corporation 1,100 44,688
Williams Companies 750 28,125
-----------
2,321,481
-----------
MANUFACTURING - 7.68%
Air Products & Chemicals, Incorporated 600 41,475
Alcan Aluminum Limited 1,500 50,438
Allegheny Teledyne, Incorporated 800 18,400
Aluminum Company of America 1,100 70,125
Applied Materials Incorporated* 900 32,344
Barrick Gold 1,800 51,750
Bemis Company 300 11,063
Bethlehem Steel Corporation* 700 6,300
Centex Corporation 100 3,763
Champion International Corporation 500 21,625
Corning, Incorporated 1,100 50,875
Crown Cork & Seal Company, Incorporated 600 32,625
Dow Chemical Company 1,200 94,050
DuPont (E.I.) De Nemours & Company 2,500 235,938
Eastman Chemical Company 400 22,100
Eastman Kodak Company 1,500 120,375
Englehard Corporation 600 11,475
Fluor Corporation 500 31,375
Freeport McMoran Copper 600 17,925
Fresenius Medical Care* 400 56
Georgia-Pacific Company 500 36,000
Grace, (WR) & Company 400 20,700
Great Lakes Chemical Corporation 400 18,700
Hercules, Incorporated 600 25,950
Inco, Limited 1,100 35,063
International Paper Company 1,300 52,488
ITT Corporation 600 26,025
Kimberly-Clark Corporation 1,300 123,825
Louisiana-Pacific Corporation 600 12,675
Mallincrokdt Group, Incorporated 500 22,063
Masco Corporation 800 28,800
Minnesota Mining & Manufacturing Company 1,900 157,463
Mead Corporation 300 17,438
Monsanto Company 2,700 104,963
Morton International, Incorporated 700 28,525
Nalco Chemical Company 400 14,450
Newmont Mining Corporation 1,200 53,700
Nucor Corporation 500 25,500
Owens Corning 300 12,788
Phelps Dodge Corporation 500 33,750
Placer Dome, Incorporated 1,200 26,100
PPG Industries, Incorporated 900 50,513
Praxair Incorporated 700 32,288
Reynolds Metals Company 400 22,550
Rohm & Haas 300 24,488
Rubbermaid, Incorporated 800 18,200
Sherwin- Williams 500 28,000
Silicon Graphics Incorporated* 900 22,950
Union Camp Corporation 400 19,100
Union Carbide Corporation 700 28,613
Unilever (N.V.) ADR 700 122,675
USX-US Steel Group 500 15,688
Weyerhaeuser Company 1,000 47,375
Worthington Industries, Incorporated 500 9,063
-----------
2,242,546
-----------
SERVICE - 0.21%
Alco Standard Corporation 600 30,975
Service Corporation International 1,100 30,800
-----------
61,775
-----------
TECHNOLOGY - 13.04%
3COM Corporation* 800 58,700
Advanced Micro Devices, Incorporated* 700 18,025
AirTouch Communications, Incorporated* 2,300 58,075
AlliedSignal Incorporated 1,300 87,100
Amgen, Incorporated* 1,200 65,250
Boeing Company 1,542 164,030
Cabletron Systems, Incorporated 800 26,600
Cisco Systems, Incorporated 2,900 184,513
COMPAQ Computers Corporation* 1,100 81,675
Computer Associates International,
Incorporated 1,600 79,600
Computer Sciences Corporation* 400 32,850
Digital Equipment Corporation* 700 25,463
Dell Computer Corporation 800 42,500
First Data Corporation 2,000 73,000
Hewlett-Packard Company 4,700 236,175
Honeywell, Incorporated 600 39,450
Intel Corporation 3,700 484,469
International Business Machines
Corporation 2,300 347,300
Lockheed Martin Corporation 900 82,350
LSI Logic Corporation* 600 16,050
Lucent Technologies 2,785 128,806
McDonnell Douglas Corporation 1,000 64,000
Micron Technology Incorporated 1,000 29,125
Microsoft Corporation* 5,200 429,650
Motorola Incorporated 2,600 159,575
Nothern Telecom, Limited 1,200 74,250
Novell, Incorporated* 1,600 15,150
Oracle Systems Corporation 2,900 121,075
Perkin-Elmer Corporation 300 17,663
Pitney-Bowes Incorporated 800 43,600
Raytheon Company 1,100 52,938
Rockwell International Corporation 1,000 60,875
Seagate Technology, Incorporated 1,000 39,500
Sun Microsystems, Incorporated 1,600 41,100
Tandem Computer Incorporated* 600 8,250
Tektronix, Incorporated 200 10,250
Tellabs, Incorporated 800 30,100
Texas Instruments, Incorporated 900 57,375
Textron Incorporated 400 37,700
Unisys Corporation* 900 6,075
United Technologies Corporation 1,200 79,200
Western Atlas, Incorporated* 300 21,263
Xerox Corporation 1,500 78,938
-----------
3,809,633
-----------
TRANSPORTATION - 1.51%
AMR Corporation* 400 35,250
Burlington Northern Santa Fe Corporation 900 77,738
Caliber System, Incorporated 300 5,775
Conrail Incorporated 400 39,850
CSX Corporation 1,300 54,925
Delta Air Lines 400 28,350
Federal Express 600 26,700
Laidlaw Incorporated 1,400 16,100
Norfolk Southern Company 700 61,250
Ryder System 500 14,063
Southwest Airlines Company 700 15,488
Union Pacific Corporation 1,100 66,138
-----------
441,627
-----------
UTILITY - 8.13%
ALLTELL Corporation 1,000 31,375
American Electric Power Company,
Incorporated 1,000 41,125
AT&T Corporation 6,900 300,150
Ameritech Corporation 2,500 151,563
Baltimore Gas & Electric Company 800 21,400
Bell Atlantic Corporation 2,000 129,500
BellSouth Corporation 4,300 173,613
Carolina Power & Light Company 700 25,550
Central & Southwest Corporation 1,000 25,625
CinergyCorporation 700 23,363
Coastal Corporation 500 24,438
Consolidated Edison Co. of N.Y.,
Incorporated 900 26,325
Consolidated Natural Gas Company 500 27,625
Dominion Resources 900 34,650
Duke Power 1,000 46,250
DTE Energy Company 700 22,663
Edison International 1,900 37,763
Entergy Corporation 1,000 27,750
FPL Group Incorporated 1,000 46,000
General Public Utilities Corporation 600 20,175
GTE Corporation 3,800 172,900
Houston Industries, Incorporated 1,100 24,888
MCI Communications Corporation 3,000 98,063
Niagara Mohawk Power Corporation* 600 5,925
NYNEX Corporation 2,000 96,250
Pacific Gas & Electric Company 1,900 39,900
Pacific Telesis Group 1,800 66,150
PacifiCorp 1,400 28,700
PanEnergy Corporation 700 31,500
PECO Energy Company 900 22,725
Public Service Enterprise Group,
Incorporated 900 24,525
SBC Communications 2,600 134,550
Southern Company 2,900 65,613
Sprint Corporation* 1,600 63,800
Sonat, Incorporated 400 20,600
Texas Utilities Company 1,000 40,750
Unicom Corporation 1,000 27,125
Union Electric Company 600 23,100
U.S. West Communications Group 2,100 67,725
US West Media Group* 2,200 40,700
WorldCom, Incorporated 1,700 44,306
-----------
2,376,698
-----------
Total Common Stocks (cost $21,107,889) 24,089,363
<CAPTION>
SHORT-TERM INVESTMENTS - 17.76%
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
US Treasury Bill<F2>
(5.360% due 05/01/97) $5,200,00 5,112,578
Portico US Federal Money Market Fund 73,782 73,782
-----------
Total Short-Term Investments
(cost $5,186,360) 5,186,360
-----------
TOTAL INVESTMENTS -
100.24% (cost $26,294,249)<F1> 29,275,723
-----------
OTHER ASSETS AND LIABILITIES - (0.24%) (71,113)
-----------
TOTAL NET ASSETS - 100% $29,204,610
- -----------
*Non-income producing
(ADR) American Depository Receipt
<FN>
<F1> Represents cost for Federal income tax purposes. Gross unrealized
appreciation and depreciation of securities at December 31, 1996
was $3,401,349 and $370,475 respectively.
<F2> Security is held by the custodian in a segregated account for open
futures contracts. At December 31, 1996, the Fund's open futures contracts
were as follows:
</FN>
</TABLE>
<TABLE>
<CAPTION>
Unrealized Appreciation/
Type Contracts (Depreciation)
- ---- ---------- ------------
<S> <C> <C>
Standard & Poor's 500 Index (03/97) 10 $57,750
Standard & Poor's 500 Index (03/97) 2 6,350
Standard & Poor's 500 Index (03/97) 2 (14,700)
-------
$49,400
=======
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON FUND, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Carillon Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a no-load,
diversified, open-end management investment company. The shares
of the Fund are sold only to The Union Central Life Insurance
Company (Union Central) and its separate accounts to fund the
benefits under certain variable insurance and retirement
products. The Fund's shares are offered in four different
series - Equity Portfolio, Capital Portfolio, Bond Portfolio,
and S&P 500 Index Portfolio. The Equity Portfolio seeks long-
term appreciation of capital by investing primarily in common
stocks and other equity securities. The Capital Portfolio seeks
the highest total return through a combination of income and
capital appreciation consistent with the reasonable risks
associated with an investment portfolio of above-average quality
by investing in equity securities, debt instruments, and money
market instruments. The Bond Portfolio seeks a high level of
current income as is consistent with reasonable investment risk
by investing primarily in long-term, fixed-income, investment-
grade corporate bonds. The S&P 500 Index Portfolio seeks
investment results that correspond to the total return
performance of U.S. common stocks, as represented in the
Standard & Poor's 500 Index.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
SECURITIES VALUATION - Securities held in each Portfolio, except
for money market instruments maturing in 60 days or less, are
valued as follows: Securities traded on stock exchanges
(including securities traded in both the over-the-counter market
and on an exchange), or listed on the NASDAQ National Market
System, are valued at the last sales price as of the close of
the New York Stock Exchange on the day the securities are being
valued, or, lacking any sales, at the closing bid prices.
Securities traded only in the over-the-counter market are valued
at the last bid price, as of the close of trading on the New
York Stock Exchange, quoted by brokers that make markets in the
securities. Other securities for which market quotations are
not readily available are valued at fair value as determined in
good faith under procedures adopted by the Board of Directors.
Money market instruments with a remaining maturity of 60 days or
less held in each Portfolio are valued at amortized cost which
approximates market.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME - Securities
transactions are recorded on the trade date (the date the order
to buy or sell is executed). Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual
basis. All amortization of discount is recognized currently
under the effective interest method. Gains and losses on sales
of investments are calculated on the identified cost basis for
financial reporting and tax purposes.
FEDERAL TAXES - It is the intent of the Fund to comply with the
requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net
investment income and any net realized capital gains. Regulated
investment companies owned by the segregated asset accounts of a
life insurance company, held in connection with variable annuity
contracts, are exempt from excise tax on undistributed income.
Therefore, no provision for income or excise taxes has been
recorded.
DISTRIBUTIONS -Distributions from net investment income in all
Portfolios are declared and paid quarterly. Net realized
capital gains are distributed periodically, no less frequently
than annually. Distributions are recorded on the ex-dividend
date. All distributions are reinvested in additional shares of
the respective Portfolio at the net asset value per share.
The amount of distributions are determined in accordance with
federal income tax regulations which may differ from generally
accepted accounting principles. These "book/tax" differences
are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts
are reclassified within the capital accounts based on their
federal tax-basis treatment; temporary differences do not
require reclassification. Distributions which exceed net
investment income and net realized capital gains for financial
reporting purposes but not for tax purposes are reported as
distributions in excess of net investment income or
distributions in excess of net realized capital gains. To the
extent they exceed net investment income and net realized
capital gains for tax purposes, they are reported as
distributions of paid-in-capital.
EXPENSES - Allocable expenses of the Fund are charged to each
Portfolio based on the ratio of the net assets of each Portfolio
to the combined net assets of the Fund. Nonallocable expenses
are charged to each Portfolio based on specific identification.
NOTE 2 - TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEES - The Fund pays investment advisory
fees to Carillon Advisers, Inc. (the Adviser), under terms of an
Investment Advisory Agreement (the Agreement). Certain officers
and directors of the Adviser are affiliated with the Fund. The
Fund pays the Adviser, as full compensation for all services and
facilities furnished, a monthly fee computed separately for each
Portfolio on a daily basis, at an annual rate, as follows:
(a) for the Equity Portfolio - .65% of the first
$50,000,000, .60% of the next $100,000,000, and .50% of all over
$150,000,000 of the current net asset value:
(b) for Capital Portfolio - .75% of the first
$50,000,000, .65% of the next $100,000,000, and .50% of all over
$150,000,000 of the current net asset value.
(c) for the Bond Portfolio - .50% of the first
$50,000,000, .45% of the next $100,000,000, and .40% of all over
$150,000,000 of the current net asset value.
(d) for the S & P 500 Index Portfolio - .30% of the
current net asset value.
The Agreement provides that if the total operating expenses of
the Fund, exclusive of the advisory fee and certain other
expenses as described in the Agreement, for any fiscal quarter
exceed an annual rate of 1% of the average daily net assets of
the Equity, Capital , or Bond Portfolios, the Adviser will
reimburse the Fund for such excess, up to the amount of the
advisory fee for that year. The Adviser has agreed to waive its
advisory fee and pay any other expenses of the S&P 500 Index
Portfolio to the extent that such expenses exceed 0.60% of its
average annual net assets. As a result, for the year ended
December 31, 1996, the Adviser waived management fees of $40,752
for the S&P 500 Index Portfolio.
In addition to providing investment advisory services, the
Adviser is responsible for providing certain administrative
functions to the Fund. The Adviser has entered into an
Administration Agreement with Carillon Investments, Inc. (the
Distributor) under which the Distributor furnishes substantially
all of such services for an annual fee of .20% of the Fund's
average net assets for the Equity, Capital, and Bond Portfolios,
and .05% of the Fund's average net assets for the S & P 500
Index Portfolio. The fee is borne by the Adviser, not the Fund.
Carillon Advisers, Inc. and Carillon Investments, Inc. are
wholly-owned subsidiaries of Union Central.
DIRECTORS' FEES - Each director who is not affiliated with the
Adviser receives fees from the Fund for service as a director.
Members of the Board of Directors who are not affiliated with
the Adviser are eligible to participate in a deferred
compensation plan. The value of each director's deferred
compensation account will increase or decrease at the same rate
as if it were invested in shares of the Scudder Money Market
Fund.
NOTE 3 - FUTURES CONTRACTS
S&P 500 Index Portfolio ("Index") may purchase futures contracts
on the Standard & Poor's 500 Stock Index. These contracts
provide for the sale of a specified quantity of a financial
instrument at a fixed price at a future date. When Index enters
into a futures contract, it is required to deposit and maintain
as collateral such initial margin as required by the exchange on
which the contract is traded. Under terms on the contract,
Index agrees to receive from or pay to the broker an amount
among equal to the daily fluctuation in the value of the
contract (known as the variation margin). The variation margin
is recorded as unrealized gain or loss until the contract
expires or is otherwise closed, at which time the gain or loss
is realized. Index invests in futures as a substitute to
investing in the 500 common stock positions in the Standard &
Poor's 500 Index. The potential risk to Index is that the
change in the value in the underlying securities may not
correlate to the value of the contracts.
NOTE 4 - SUMMARY OF PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of securities for the year ended December
31, 1996 excluding short-term obligations, follow:
<TABLE>
<CAPTION>
Equity Capital Bond S&P 500
Portfolio Portfolio Portfolio Index
--------- --------- --------- -------
<S> <C> <C> <C> <C>
Total Cost of
Purchases of:
Common Stocks $134,595,735 $32,689,304 $ 500,000 $21,253,070
U.S. Government
Securities -- 29,758,818 20,072,333 --
Corporate Bonds -- 4,655,726 143,754,858 --
------------ ----------- ------------ -----------
$134,595,735 $67,103,848 $164,327,191 $21,253,070
============ =========== ============ ===========
Total Proceeds
from Sales of:
Common Stocks $121,196,447 $45,862,233 $ 56,998 $ 148,079
U.S. Government
Securities -- 17,316,857 13,542,937 --
Corporate Bonds -- 5,810,391 137,605,856 --
------------ ----------- ------------ -----------
$121,196,447 $68,989,481 $151,205,791 $ 148,079
============ =========== ============ ===========
</TABLE>
<PAGE>
Note 5 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock
outstanding throughout the year.
<TABLE>
<CAPTION>
Equity Portfolio
Year Ended December 31,
-----------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Year $16.54 $14.30 $14.58 $13.74 $12.60
------- ------- ------- ------- -------
Investment Activities:
Net investment income .29 .24 .20 .16 .19
Net realized and unrealized 3.61 3.36 .31 1.69 1.27
gains/(losses)
------- ------- ------- ------- -------
Total from Investment
Operations 3.90 3.60 .51 1.85 1.46
------- ------- ------- ------- -------
Distributions:
Net investment income (.27) (.23) (.19) (.16) (.19)
Net realized gains (.72) (1.13) (.60) (.85) (.13)
------- ------- ------- ------- -------
Total Distributions (.99) (1.36) (.79) (1.01) (.32)
------- ------- ------- ------- -------
Net Asset Value,
End of year $19.45 $16.54 $14.30 $14.58 $13.74
------- ------- ------- ------- -------
Total Return 24.52% 26.96% 3.42% 14.11% 11.78%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets .64% .66% .69% .70% .72%
Ratio of Net Investment
Income to Average Net Assets 1.66% 1.73% 1.45% 1.18% 1.47%
Portfolio Turnover Rate 52.53% 34.33% 40.33% 37.93% 46.75%
Average Commission Rate Paid $.0628<F1>
Net Assets, End of Year
(000's) $288,124 $219,563 $157,696 $138,239 $102,306
<FN>
<F1> Represents the dollar amount of commissions paid on Portfolio
transactions divided by the total number of shares purchased and sold for
which commissions were charged. Disclosure not required for periods prior
to fiscal 1996.
</FN>
</TABLE>
<PAGE>
Note 5 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock outstanding
throughout the year.
<TABLE>
<CAPTION>
Capital Portfolio
Year Ended December 31
----------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Year $13.72 $13.19 $13.81 $12.99 $12.82
Investment Activities:
Net investment income .63 .64 .52 .43 .42
Net realized and unrealized 1.36 1.15 (.39) 1.17 .56
gains/(losses)
Total from Investment
Operations 1.99 1.79 .13 1.60 .98
Distributions:
Net investment income (.57) (.64) (.52) (.42) (.42)
Net realized gains (.19) (.62) (.23) (.36) (.39)
Total Distributions (1.76) (1.26) (.75) (.78) (.81)
Net Asset Value,
End of year $14.95 $13.72 $13.19 $13.81 $12.99
Total Return 14.94% 14.28% .94% 12.72% 7.93%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets .77% .77% .80% .82% .88%
Ratio of Net Investment
Income to Average Net Assets 4.42% 4.99% 4.25% 3.31% 3.49%
Portfolio Turnover Rate 53.11% 43.83% 41.89% 32.42% 39.74%
Average Commission
Rate Paid .0615<F1>
Net Assets,
End of Year (000's) $159,294 $145,623 $119,263 $100,016 $68,674
<FN>
<F1> Represents the dollar amount of commissions paid on
Portfolio transactions divided by the total number of shares
purchased and sold for which commissions were charged.
Disclosure not required for periods prior to fiscal 1996.
</TABLE>
<PAGE>
Carillon Fund, Inc.
Notes to Financial Statements
Note 5 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock outstanding
throughout the period.
<TABLE>
<CAPTION>
Bond Portfolio
Year Ended December 31
----------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <S> <C> <C> <C> <C>
Net Asset Value,
Beginning of Year $11.07 $10.04 $11.30 $10.91 $10.96
------ ------ ------ ------ ------
Investment Activities:
Net investment income .79 .88 .77 .73 .82
Net realized and unrealized (.04) .98 (.95) .54 (.01)
gains/(losses)
------ ------ ------ ------ ------
Total from Investment
Operations .75 1.86 (.18) 1.27 .81
------ ------ ------ ------ ------
Distributions:
Net investment income (.87) (.83) (.78) (.73) (.82)
In excess of net
investment income (.04) -- -- -- --
Net realized gains -- -- (.30) (.15) (.04)
------ ------ ------ ------ ------
Total Distributions (.91) (.83) (1.08) (.88) (.86)
------ ------ ------ ------ ------
Net Asset Value,
End of period $10.91 $11.07 $10.04 $11.30 $10.91
====== ====== ====== ====== ======
Total Return 7.19% 19.03% (1.63%) 11.94% 7.65%
Ratios/Supplemental Data:
Ratio of Expenses to
Average Net Assets .62% .65% .68% .66% .69%
Ratio of Net Investment
Income to Average Net Assets 7.24% 7.43% 7.21% 6.65% 7.59%
Portfolio Turnover Rate 202.44% 111.01% 70.27% 137.46% 40.91%
Net Assets,
End of Year (000's) $85,634 $73,568 $55,929 $54,128 $38,557
</TABLE>
<PAGE>
Note 5 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock outstanding
throughout the year.
<TABLE>
<CAPTION>
S & P 500 Index Portfolio
Year Ended
December 31, 1996<F1>
---------------------
<S> <C>
Net Asset Value,
Beginning of Year $ 10.00
Investment Activities:
Net investment income .20
Net realized and unrealized 2.12
gains/(losses) -------
Total from Investment Operations 2.32
Distributions:
Net investment income (.19)
Net realized gains --
Total Distributions (.19)
Net Asset Value,
End of Year $ 12.13
Total Return, not annualized 23.37%
Ratios/Supplemental Data:
Ratio of Net Expenses to
Average Net Assets .59%<F2>
Ratio of Net Investment
Income to Average Net Assets 2.14%<2>
Portfolio Turnover Rate 1.09%
Average Commission Rate Paid $ .0601<F3>
Net Assets, End of Year (000's) $ 29,205
<FN>
<F1> The portfolio commenced operation on December 29, 1995. The financial
highlights table for the period ending December 31, 1995 is not presented
because the activity for the period did not round to $0.01 in any category
of the reconciliation of beginning to ending net asset value per share. The
ratios and total return were all less than 0.1%. The net assets at December
31, 1995 were $305,148.
<F2> The ratios of net expenses to average net assets would have increased
and net investment income to average net assets would have decreased by .25%
for the year ended December 31, 1996, had the Adviser not waived a portion
of its fee.
<F3> Represents the dollar amount of commissions paid on Portfolio
transactions divided by the total number of shares purchased and sold for
which commissions were charged. Disclosure not required for periods prior
to fiscal 1996.
</FN>
</TABLE>
<PAGE>
CARILLON FUND, INC.
REPORT OF INDEPENDENT AUDITORS
To the Board of Trustees and Shareholders of Carillon Fund, Inc.
We have audited the accompanying statements of assets and
liabilities of Carillon Fund, Inc. (consisting of the Equity
Portfolio, Capital Portfolio, Bond Portfolio and the S&P 500
Index Portfolio), including the schedules of investments, as of
December 31, 1996, and the related statements of operations for
the year then ended, and the statements of changes in net assets
and financial highlights for the periods ended December 31, 1996
and December 31, 1995, respectively. These financial statements
and financial highlights ("financial statements") are the
responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements based on our
audits. The financial highlights presented for periods prior to
December 31, 1995 were audited by other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements. Our
procedures included confirmation of securities owned as of
December 31, 1996, by correspondence with the custodian and
brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of each of the
Portfolios of Carillon Fund, Inc. as of December 31, 1996, the
results of their operations for the year then ended, and the
changes in their net assets and the financial highlights for the
periods ended December 31, 1996 and December 31, 1995,
respectively, in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Dayton, Ohio
February 3, 1997
