PROSPECTUS
Carillon Capital Fund
of
Carillon Investment Trust
Carillon Capital Fund (the "Fund") is an investment
portfolio of Carillon Investment Trust (the "Trust"), a
diversified, open-end management investment company.
The Fund seeks to provide the highest total return through
a combination of income and capital appreciation consistent with
the reasonable risks associated with an investment portfolio,
which in the sole determination of the investment adviser, would
be of above average quality when compared to other portfolios.
The Fund's investments will include equity securities, debt
instruments and money market instruments. In purchasing debt
securities, the Fund will primarily invest in debt securities
rated in one of the four highest rating categories as determined
by a nationally recognized rating service, or, if unrated, of
equivalent quality as determined by the investment adviser. The
Fund may, however, invest up to 25% of the total value of the
debt securities it holds in high-yield (high-risk) bonds or the
equivalent thereof in unrated securities. High-yield (high-risk)
bonds typically are subject to greater market fluctuations and
risk of loss of income and principal due to default by the
issuer than are investments in lower yielding, higher-rated
bonds.
As a result of the market risk inherent in any investment,
there is no assurance that the investment objective of the Fund
will be realized. Investments in the Fund are neither insured
nor guaranteed by the U.S. Government or any other entity or
person.
A sales charge is deducted from the amount invested. This
sales charge ranges from 5% for investments of less than $50,000
to .5% for investments of $2,500,000 or more. (See "Sales
Charge," page 12.) Fund shares are suitable for purchase by
pension plan and IRA custodians, as well as the public
generally.
____________________________
This Prospectus sets forth concisely the information that a
prospective investor should know before investing in the Fund,
and it should be read and kept for future reference. A Statement
of Additional Information dated February 28, 1998 that contains
further information about the Fund, has been filed with the
Securities and Exchange Commission and is incorporated by
reference into this Prospectus. A copy of the Statement of
Additional Information may be obtained without charge by calling
the Fund at (513) 595-2600, or by writing the Fund at P.O. Box
40409, Cincinnati, Ohio 45240.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Dated February 28, 1998<PAGE>
FUND EXPENSES
Shareholder Transaction Expenses (as a percentage of the
offering price)
Maximum Sales Load Imposed on Purchase...... 5.00%
Maximum Deferred Sales Load................. 0.00%
Annual Fund Operating Expenses (as a percentage of average net
assets)
Advisory Fees .............................. 0.75%
Other Expenses.............................. 0.25%
Total Fund Operating Expenses............... 1.00%
EXAMPLE -- The table below shows the expenses a shareholder
would pay on a $1,000 investment assuming a 5% annual return.
1 Year 3 Years 5 Years 10 Years
-------------------------------------------
Expenses $60 $80 $103 $167
The 5% annual return is a standardized rate prescribed for
the purpose of this example and does not represent the past or
future return of the Fund.
The purpose of the preceding table is to assist investors
in understanding the various costs and expenses an investor in
the Fund would bear. All expenses are borne directly or
indirectly by shareholders. The examples for the 3-year, 5-year
and 10-year periods represent the cumulative expenses for those
periods. (For more information about Fund expenses, see
"Management of the Trust," page 9, and "Purchase of Fund
Shares," page 11.)
The example should not be considered a representation of
past or future expenses and the actual expenses may be greater
or lesser than those shown.
<PAGE>
FINANCIAL HIGHLIGHTS
The financial information in the table which follows,
insofar as it pertains to each of the five years in the period
ended October 31, 1997, has been audited in conjunction with the
annual audit of the financial statements of the Fund. The
financial statements for the year ended October 31, 1997 have
been audited by Deloitte & Touche LLP, whose unqualified report
thereon is included in the Statement of Additional Information.
The financial statements for the years ended October 31, 1996
and October 31, 1995 have been audited by Deloitte & Touche LLP.
The financial statements for the years ended October 31, 1994
and October 31, 1993, have been audited by another independent
accountant, whose reports expressed unqualified opinions on
those statements. The financial highlights should be read in
conjunction with the financial statements and notes thereto
included in the Statement of Additional Information. Further
information about the performance of the Fund is contained in
the Trust's annual report to shareholders which may be obtained
without charge.
<TABLE>
<CAPTION>
Year ended October 31,
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net asset value:
Beginning of period $13.75 $12.70 $13.01 $13.00 $12.45
Investment Activities:
Net investment income .51 .60 .52 .35 .42
Net realized and unrealized
gains (losses) .75 1.17 .73 .16 1.27
------ ------ ------ ------ ------
Total from
Investment Operations 1.26 1.77 1.25 .51 1.69
Distributions:
Net investment income (.52) (.60) (.51) (.32) (.42)
Net realized gains (1.07) (.12) (1.05) (.18) (.72)
------ ------ ------ ------ ------
Total Distributions (1.59) (.72) (1.56) (.50) (1.14)
Net Asset Value,
End of period $13.42 $13.75 $12.70 $13.01 $13.00
====== ====== ====== ====== ======
Total Return <F2> 9.94% 14.38% 10.88% 4.56% 14.50%
Ratios/Supplemental Data:
Net Assets, End of Period
(in thousands) $47,117 $42,871 $46,644 $41,849 $33,863
Ratio of Expenses
to Average Net Assets 1.00% 1.02% 1.01% 1.05% 1.11%
Ratio of Net Investment
Income to Average Net Assets 3.95% 4.52% 4.44% 3.89% 3.35%
Portfolio Turnover Rate 45.40% 47.43% 42.07% 53.20% 43.35%
Average Commission
Rate Paid <F4> $.0529 $.0631
<CAPTION>
Period
Ended
1992 1991 1990 1989 10/31/88<F1>
---- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C>
Net asset value:
Beginning of period $12.48 $ 9.79 $11.84 $11.17 $10.45
Investment Activities:
Net investment income .45 .46 .60 .54 .30
Net realized and unrealized
gains (losses) .50 2.71 (1.44) 1.07 .70
------ ------ ------ ------ -----
Total from
Investment Operations .95 3.17 (.84) 1.61 1.00
Distributions:
Net investment income (.45) (.48) (.52) (.62) (.28)
Net realized gains (.53) (.00) (.69) (.32) --
------ ------ ------ ------ ------
Total Distributions (.98) (.48) (1.21) (.94) (.28)
Net Asset Value,
End of period $12.45 $12.48 $9.79 $11.84 $11.17
====== ====== ====== ====== ======
Total Return<F2> 8.15% 32.99% (8.00%) 14.33% 9.68%
Ratios/Supplemental Data:
Net Assets, End of Period
(in thousands) $29,807 $27,385 $20,022 $22,203 $29,807
Ratio of Expenses
to Average Net Assets 1.10% 1.19% 1.27% 1.44% 1.34%<F3>
Ratio of Net Investment
Income to Average Net Assets 3.61% 4.03% 5.12% 4.88% 4.35%<F3>
Portfolio Turnover Rate 48.03% 42.07% 101.07% 92.32% 40.03%<F3>
- -------------
<FN>
<F1> Period from February 23, 1988 (the effective date of registration under
the Securities Act of 1933) through October 31, 1988.
<F2> Assumes sales load is not imposed on either initial investment or
reinvestment of distributions.
<F3> Annualized
<F4> 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>
PERFORMANCE
From time to time the Fund may advertise "total return."
This calculation is based on historical earnings and is not
intended to indicate future performance. Investment return and
the principal value of an investment may fluctuate. Shares of the
Fund, when redeemed, may be worth more or less than their
original cost. All charges shown under "Fund Expenses" are
reflected in the calculation. Total return is computed by finding
the average annual rate of return that would equate the initial
amount invested to the ending redeemable value. The calculation
of total return assumes the reinvestment of all dividends and
distributions and the deduction of the maximum sales load from
the initial investment.
THE TRUST
The Trust was established under Massachusetts law pursuant
to a Declaration of Trust dated December 8, 1986, as an
unincorporated business trust, a form of organization that is
commonly called a Massachusetts business trust. The Trust is
registered with the Securities and Exchange Commission as a
diversified, open-end management investment company under the
Investment Company Act of 1940 ("1940 Act"). Such registration
does not involve the supervision of investments or investment
policy. The Declaration of Trust permits the Trustees to issue an
unlimited number of shares and to divide such shares into an
unlimited number of portfolios, all without shareholder approval.
THE FUND
The Fund is the only portfolio of the Trust currently being
offered. The Fund is a diversified, open-end management
investment company (mutual fund). Each share of the Fund has an
equal proportionate interest in the net assets and net
liabilities of the Fund. Each shareholder of the Fund is entitled
to a pro rata share of all dividends and distributions arising
from the net income and capital gains on its investments. The
shares of the Fund are continually offered for sale to the public
at net asset value subject to the imposition of a sales charge.
INVESTMENT OBJECTIVES AND POLICIES
The Fund has investment objectives which it pursues through
its investment policies. The investment objectives of the Fund
(described on the cover of this Prospectus) are fundamental
policies and may not be changed without approval of a majority of
shareholders. There can be no assurance that the investment
objectives of the Fund will be realized.
The Fund seeks to obtain the highest total return through a
combination of income and capital appreciation consistent with
the reasonable risks associated with an investment portfolio, the
securities of which are selected by the investment adviser as
representing securities that it believes are of above-average
quality as compared to other portfolios.
The Fund invests in equity, debt and money market
securities. The Fund may borrow for temporary or emergency
purposes up to 10% of the value of its total assets.
There are no percentage limitations on the class of
securities in which the Fund may invest. The Fund may invest
entirely in equity securities, entirely in debt, entirely in
money market instruments, or in any combination of these types of
securities at the sole discretion of the investment adviser,
subject only to the investment objectives of the Fund and the
policies adopted by the Board of Trustees. The investment adviser
determines the proportion of Fund assets invested in equity, debt
and money market securities based on fundamental value analysis;
analysis of historical long term returns among equity, debt and
money market investments; and other market influencing factors.
The fundamental value analysis considers the adviser's outlook
over both the near and long-term, for corporate profitability,
short and long-term interest rates, stock price earnings ratios
for the market in total and individual stocks and inflation
rates. When the investment climate as indicated by the
fundamental factors is near historical relationships, the
portfolio will be structured approximately 63% in equity, 30% in
debt and 7% in money market securities. In addition, market
influencing factors relating to monetary policy, equity momentum,
market sentiment, economic influences and market cycles are taken
into consideration in making the asset allocation decision.
Deviations from historical fundamental market relationships
on either a current or anticipated basis, along with the
influences of market factors, may result under most foreseeable
circumstances in changes as much as 40%, plus or minus, in the
percentages allocated to equity, debt or money market securities
within the Fund's portfolio.
Equity Securities
In its equity investments, the Fund emphasizes a combination
of several themes in order to diversify its investment exposure.
Most stocks purchased by the Fund display one or more of the
following criteria:
* Low price earnings ratios in relation to their return on
equity.
* High asset values in relation to stock price.
* Foreign securities of companies judged to represent
better fundamental value than those of similar domestic
companies.
* A high level of dividend payment providing a yield that
is competitive with debt investments.
Debt Securities
The Fund may invest in rated or unrated debt securities,
including obligations of the U.S. Government and its agencies and
corporate debt obligations. The Fund's corporate debt security
investments will consist primarily of "investment grade"
corporate bonds; that is, bonds rated BBB or higher by Standard &
Poor's or Baa or higher by Moody's or that are unrated but
considered by the investment adviser to be of equivalent credit
quality. Up to 25% of the Fund's fixed-income assets, however,
may be invested in debt securities that are below investment
grade as defined above (commonly known as junk bonds). Non-
investment grade (high-risk) debt securities are considered to
have speculative characteristics. These investments are subject
to greater market fluctuations and risk of loss of income and
principal than are investments in lower yielding fixed-income
securities.
High-yield (high-risk) bonds generally include any bonds
rated Ba or below by Moody's or BB or below by Standard & Poor's
or, if unrated, considered equivalent thereof by the Fund's
investment adviser. Bonds rated Ba or BB or below are considered
speculative. The Fund may invest up to 25% of the value of its
debt portfolio in bonds so rated (or unrated but considered of
equivalent quality). Bonds rated Ca or C are described by the
rating agencies as "speculative in a high degree; often in
default or [having] other marked shortcomings." Bonds rated C or
D generally are in default or arrears and are described as having
extremely poor prospects of attaining any real investment
standings. As of January 31, 1998, the Fund held long-term debt
securities rated as follows:
Moody's/Standard & Poor's % of Long-Term Debt
Aaa/AAA............................................ 69.7%
Aa/AA.............................................. 0.0%
A/A................................................ 6.4%
Baa/BBB ........................................... 13.0%
Less than investment grade......................... 10.9%
See the Appendix for a description of corporate bond ratings.
For a more complete discussion of the risk factors
associated with high-yield bonds, see the discussion below under
"Principal Risk Factors," and "Certain Risk Factors Relating to
High-Yield, High-Risk Bonds" in the Statement of Additional
Information.
The adviser anticipates that average maturity of debt
securities (not including money market securities) in which the
Fund invests will not exceed 15 years, with the precise term to
maturity dependent upon general market and economic conditions.
Investment in Foreign Securities
The Fund may invest in foreign securities that are suitable
for the Fund's investment objectives and policies. Foreign
securities investments are limited to 35% of the Fund's net
assets. The term "foreign securities" refers to equity and debt
securities of corporate issuers whose principal stock or bond
exchange listing is outside of the United States, to American
Depositary Receipts ("ADRs") that hold such securities, and to
debt securities issued by foreign governments or foreign
government agencies.
Investing in foreign securities involves risks which are not
ordinarily associated with investing in domestic securities.
These risks include political or economic instability in the
foreign country, diplomatic developments that could adversely
affect the value of the foreign security, foreign government
taxes, the costs incurred by the Fund in converting among various
currencies, fluctuation in currency exchange rates and the
possibility of imposition of currency controls, expropriation or
nationalization measures or withholding dividends at the source.
In the event of a default on any foreign obligation, it may be
difficult legally to obtain or to enforce a judgment against the
issuer.
Currency exchange rates are determined by forces of supply
and demand. These forces are affected by international balance
of payments, other economic and financial conditions, government
intervention and other factors. The ability of a foreign obligor
to make timely payments on its external debt obligations will be
strongly influenced by the country's balance of payments,
including export performance, its access to international credits
and investments, fluctuations in interest rates and the extent of
its foreign reserves.
There may be less publicly available information about a
foreign issuer than about a domestic issuer. Foreign issuers are
subject to accounting and reporting requirements which are
generally less extensive than those applicable to domestic
issuers. Securities of foreign issuers are generally less liquid
and more volatile than those of comparable domestic issuers.
There is frequently less governmental regulation of exchanges,
broker-dealers and issuers and brokerage costs may be higher than
in the United States.
Foreign securities other than ADRs typically will be traded
on the applicable country's principal stock or bond exchange but
may also be traded on regional exchanges or over-the-counter.
Foreign markets, especially emerging markets, may have different
clearance and settlement procedures, and in certain markets there
have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult
to conduct such transactions.
A country whose exports are concentrated in a few
commodities or whose economy depends on certain strategic imports
could be vulnerable to fluctuations in international prices of
these commodities or imports. To the extent that a country
receives payment for its exports in currencies other than
dollars, its ability to make debt payments denominated in dollars
could be adversely affected.
ADRs are receipts, typically issued by a U.S. bank or trust
company, evidencing ownership of the underlying foreign
securities. ADRs are denominated in U.S. dollars and trade in
the U.S. securities markets. ADRs are subject to certain of the
same risks as direct investment in foreign securities, including
the risk that changes in the value of the currency in which the
security underlying an ADR is denominated relative to the U.S.
dollar may adversely affect the value of the ADR.
Foreign securities purchased by the Fund may include
securities issued by companies located in countries not
considered to be major industrialized nations. Such countries are
subject to more economic, political and business risk than major
industrialized nations, and the securities they issue may be
subject to abrupt or erratic price fluctuations and are expected
to be more volatile and more uncertain as to payments of interest
and principal. Developing countries may have relatively unstable
governments, economies based only on a few industries, and
securities markets that trade only a small number of securities.
The secondary market for such securities is expected to be less
liquid than for securities of major industrialized nations.
>/R>
To limit the risks of investing in any one country, the Fund
limits not only its total purchases of foreign securities, but
also its purchases for any single country. For "major
countries," the applicable limit is 20% of net assets; for other
countries, the applicable limit is 5% of net assets. "Major
countries" currently include: The United Kingdom, Germany,
France, Italy, Switzerland, Netherlands, Spain, Belgium, Canada,
Mexico, Argentina, Chile, Brazil, Australia, Japan, Singapore,
New Zealand, Hong Kong, Sweden and Norway.
Foreign Currency Transactions
The Fund may also engage in forward foreign currency
contracts ("forward contracts") in connection with the purchase
or sale of a specific security. A forward contract involves an
obligation to purchase or sell a specific foreign currency at a
future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the
time of the contract. These contracts are traded in the interbank
market conducted directly between currency traders (usually large
commercial banks) and their customers. A forward contract
generally has no margin or other deposit requirement.
The Fund will not enter into forward contracts for longer-
term hedging purposes. The possibility of changes in currency
exchange rates will be incorporated into the long-term investment
considerations when purchasing the investment and subsequent
considerations for possible sale of the investment.
Money Market Instruments
The Fund may at any time be 100% invested in money market
instruments although it likely will invest in these securities
only temporarily pending investment in equity and debt
securities, or on a limited basis. The securities described below
are considered money market instruments if their remaining
maturities are less than 13 months.
Repurchase Agreements. A repurchase agreement is a
transaction where a Fund buys a security at one price and
simultaneously agrees to sell that same security back to the
original owner at a higher price. The investment adviser, on
behalf of the Board of Trustees, reviews the credit worthiness of
the other party to the agreement and must find it satisfactory
before engaging in a repurchase agreement. Thereafter, the
investment adviser, on behalf of the Board of Trustees, monitors
the borrower to ensure that adequate credit standards continue to
be met. It is the policy of the Fund to require that repurchase
agreements be fully collateralized at all times. A majority of
repurchase agreements mature in seven days or less. In the event
of the default or bankruptcy of the other party, the Fund could
experience delays in recovering its money, may realize only a
partial recovery or even no recovery, and may also incur
disposition costs.
U.S. Government Obligations. Securities issued and
guaranteed as to principal and interest by the U.S. Government
include a variety of Treasury securities that differ only in
their interest rates, maturities and times of issuance. At
issuance, Treasury bills have a maturity of one year or less;
Treasury notes have maturities of one to seven years; and
Treasury bonds generally have a maturity of greater than five
years.
Government Agency Securities. Government agency securities
that are permissible investments consist of securities either
issued or guaranteed by agencies or instrumentalities of the U.S.
Government. Agencies of the U.S. Government that issue or
guarantee obligations include, among others, Export-Import Banks
of the United States, Farmers Home Administration, Federal
Housing Administration, Government National Mortgage Association,
Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. Obligations of instrumentalities of
the U.S. Government include securities issued or guaranteed by,
among others, the Federal National Mortgage Association, Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Banks for Cooperatives and the U.S.
Postal Service. Some of these securities, such as those
guaranteed by the Government National Mortgage Association, are
supported by the full faith and credit of the U.S. Treasury;
others, such as those issued by The Tennessee Valley Authority,
are supported by the right of the issuer to borrow from the
Treasury; while still others, such as those issued by the Federal
Land Banks, are supported only by the credit of the
instrumentality.
Certificates of Deposit. Certificates of deposit are
generally short-term, interest-bearing negotiable certificates
issued by banks or savings and loan associations against funds
deposited in the issuing institution.
Time Deposits. Time deposits are deposits in a bank or other
financial institution for a specified period of time at a fixed
interest rate for which no negotiable certificate is received.
Bankers' Acceptances. Bankers' acceptances are time drafts
drawn on commercial banks by borrowers usually in connection with
international commercial transactions (to finance the import,
export, transfer or storage of goods). The borrower is liable for
payment as well as the bank that unconditionally guarantees to
pay the draft at its face amount on the maturity date. Most
acceptances have maturities of six months or less and are traded
in secondary markets prior to maturity.
Commercial Paper. Commercial paper consists of unsecured
promissory notes issued by corporations to finance short-term
credit needs. Commercial paper is issued in bearer form with
maturities generally not exceeding nine months. Commercial paper
obligations may include variable amount master demand notes.
Variable amount master demand notes are obligations that permit
the investment of fluctuating amounts by the Fund at varying
rates of interest pursuant to direct arrangements between the
Fund, as lender, and the borrower. These notes permit daily
changes in the amounts borrowed. The Fund has the right to
increase the amount under the note at any time up to the full
amount provided by the note agreement, or to decrease the amount,
and the borrower may prepay up to the full amount of the note
without penalty. Because variable amount master demand notes are
direct lending arrangements between the lender and borrower, it
is not generally contemplated that such instruments will be
traded, and there is no secondary market for these notes,
although they are redeemable (and thus immediately repayable by
the borrower) at face value, plus accrued interest, at any time.
In connection with master demand note arrangements, Carillon
Advisers, Inc. will monitor on an ongoing basis the earning
power, cash flow, and other liquidity ratios of the issuer, and
the borrower's ability to pay principal and interest on demand.
While master demand notes, as such, are not typically rated by
credit rating agencies, if not so rated the Fund may invest in
them only if at the time of an investment the issuer meets the
criteria for other commercial paper issuers. Because master
demand notes are immediately repayable by the borrower on demand,
they are considered by the Fund to have a maturity of one
business day.
Corporate Debt Securities. Corporate debt securities with a
remaining maturity of less than one year tend to become extremely
liquid and are traded as money market securities. Such issues
with between one and two years remaining to maturity tend to have
greater liquidity and considerably less market value fluctuations
than longer-term issues.
Other Information
In addition to the investment policies described above, the
Fund's investments are subject to further restrictions described
in the Statement of Additional Information. Unless otherwise
specified, the Fund's investment objectives, policies and
restrictions are not fundamental policies and may be changed
without shareholder approval.
PRINCIPAL RISK FACTORS
The Fund's investment objectives involve the assumption of
reasonable risks which include financial and market risks and
current income volatility. Financial risk refers to the ability
of an issuer of a debt security to pay principal and interest on
that security and to the earnings stability and overall financial
soundness of an issuer of an equity security. Market risk refers
to the fluctuation in the price of the security because of
changes in conditions in the securities markets in general and,
with respect to debt securities, changes in the overall level of
interest rates. Current income volatility refers to the degree
and rapidity with which changes in the overall level of interest
rates become reflected in the level of current income of the
Fund.
The Fund is subject to varying degrees of financial and
market risks and current income volatility because it invests in
a variety of investments at the adviser's discretion. The market
value of debt securities is affected by changes in general market
interest rates. If interest rates fall, the market value of these
securities tends to rise; but if interest rates rise, their value
tends to fall. Market risk affects all debt securities, but
lower-rated and unrated securities may be subject to a greater
market risk than higher-rated (lower-yield) securities. Lower-
rated securities are generally subject to greater financial risk
than higher-rated securities as there is a greater probability
that issuers of lower-rated securities will not be able to pay
the principal and interest due on such securities, especially
during periods of adverse economic conditions. Equity securities
are subject to potentially wide variations in value because of
activity in the primary markets on which such securities are
traded. The price of any equity security rises and falls. Common
stocks generally represent the riskiest investment in a company.
It is possible that investors could lose their entire investment.
Any equity security also presents the risks inherent in the
particular industry of the issuer of the equity security.
Bonds rated below the four highest grades used by Standard &
Poor's or Moody's are frequently referred to as "junk" bonds,
reflecting the greater market and investment risks associated
with such bonds. Such risks relate not only to the greater
financial weakness of the issuers of such securities but also to
other factors including: (i) the sensitivity of such securities
to interest rates and economic changes (high-yield, high-risk
bonds are very sensitive to adverse economic and corporate
developments; their yields will fluctuate over time and either an
economic downturn or rising interest rates could create financial
stress on the issuers of such bonds, possibly resulting in their
defaulting on their obligations); (ii) the payment expectations
of holders of such securities (high-yield, high-risk bonds may
contain redemption or call provisions which if exercised in a
period of lower interest rates would result in their being
replaced by lower yielding securities); (iii) the liquidity of
such securities (there may be little trading in certain high-
yield, high-risk bonds which may make it more difficult to
dispose of the securities and more difficult to determine their
fair value). See "Certain Risk Factors Relating to High-Yield,
High-Risk Bonds" in the Statement of Additional Information for a
further discussion of the risks summarized above.
The Fund is subject to the further risk that in order to
meet its objectives, the adviser must determine the proper mix of
equity, debt and money market securities. Moreover, the timing of
movements from one type of security to another could have a
negative effect on the Fund's overall objective. Inherent in the
fact that the adviser has great latitude with respect to the
Fund's portfolio composition is the risk that it may not properly
ascertain the appropriate mix of securities for any particular
economic cycle. Finally, the Fund is managed to achieve its
investment objective of highest total return. The impact of
federal and state income taxation is one factor, but by no means
a predominant factor, in the Fund's investment activity, since
the Fund's total return is greatly influenced by timely asset
sales which usually generate tax consequences.
For the risks involved in investing in foreign securities,
see "Investment in Foreign Securities" on page 6.
MANAGEMENT OF THE TRUST
Trustees
The Board of Trustees is responsible for supervising the
business affairs and investments of the Fund that are managed on
a daily basis by the Fund's investment adviser. The role of the
Trustees is not to approve specific investments, but to exercise
a control and review function.
Investment Adviser
Carillon Advisers, Inc. ("Adviser") serves as the Trust's
investment adviser under an Investment Advisory Agreement
("Agreement") originally dated December 30, 1987. Adviser, whose
principal business address is 1876 Waycross Road, Cincinnati,
Ohio 45240 (P.O. Box 40407, Cincinnati, Ohio 45240), was
incorporated under the laws of Ohio on August 18, 1986, as
successor to the advisory business of Carillon Investments, Inc.
Adviser is a wholly-owned subsidiary of The Union Central Life
Insurance Company ("UC"), a mutual life insurance company
organized in 1867 under the laws of Ohio. Adviser is also the
investment adviser of The Manhattan Life Insurance Company, which
is 100% owned by UC. Adviser is also the investment adviser of
Carillon Fund, Inc., a registered open-end management investment
company. It is also the investment sub-adviser of Summit
Investment Trust, a registered open-end management investment
company. George L. Clucas has been primarily responsible for the
day-to-day management of the Fund's portfolio since 1988. Mr.
Clucas is Trustee, President and Chief Executive Officer of the
Fund, and President and Chief Executive Officer of the Adviser.
He has been affiliated with the Adviser and UC since 1987.
The Agreement provides that, subject to the control and
direction of the Board of Trustees, Adviser will manage the
investment and reinvestment of the assets of the Fund in
accordance with its investment objectives and policies. In
addition, Adviser agrees to formulate and implement a continuing
program for the management of the Fund's assets. Adviser's
obligations include the making and execution of all investment
decisions, and the placement of orders for the purchase and sale
of securities with or through such brokers, dealers or issuers as
Adviser may select.
Adviser is also required by the Agreement to furnish or
provide to the Fund any necessary office space, equipment and
personnel, clerical services, and other necessary office
expenses, and provide the services of individuals who perform
executive and administrative functions for the Fund. In order to
fulfill these obligations, Adviser has entered into an
Administration Agreement with Carillon Investments, Inc. to
furnish such services for which Adviser pays Carillon
Investments, Inc. an annual fee equal to .20% of the Fund's
average net assets. This fee does not increase the obligation of
the Fund in any way.
Advisory Fee
Pursuant to the Agreement between the Fund and Adviser, the
Fund pays Adviser, as full compensation for all facilities and
services furnished, a fee based on its average net assets. The
fee, accrued daily and paid monthly, is computed at the annual
rate of .75% of the first $50,000,000, .65% of the next
$100,000,000, and .50% of all amounts over $150,000,000 of the
current value of the net assets of the Fund. The initial advisory
fee is higher than that charged most other funds, but management
believes it to be standard with regard to other comparable funds.
Because the fee is reduced (first reduction at $50,000,000), it
precisely recognizes "economies of size" and the fixed costs
associated with managing any fund. It gives early recognition to
the value of an increase in net assets.
Service Agreement
Under a Service Agreement between the Adviser and UC, UC has
agreed to make available to the Adviser the services of certain
employees of UC on a part-time basis for the purpose of better
enabling the Adviser to fulfill its obligations to the Trust
under the Agreement. Pursuant to the Service Agreement, the
Adviser shall reimburse UC for all the costs allocable to the
time spent on the affairs of the Adviser by the employees
provided by UC. In performing their services for the Adviser
pursuant to the Service Agreement, the specified employees shall
report and be solely responsible to the officers and directors of
the Adviser or persons designated by them. UC shall have no
responsibility for the investment recommendations or decisions of
the Adviser. The obligation of performance under the Agreement is
solely that of the Adviser and UC undertakes no obligation in
respect thereto except as otherwise expressly provided in the
Service Agreement. The Service Agreement was approved by the
shareholders at a meeting held on March 20, 1992.
Expenses
The Fund incurs expenses that are accrued daily and deducted
from total income before dividends are paid. These expenses
include: the fee of Adviser, taxes, legal, transfer and dividend
disbursing agent, bookkeeping, custodian and auditing fees, and
other expenses relating to the Trust's operations that are not
expressly assumed by Adviser under its Investment Advisory
Agreement with the Trust. For the year ended October 31, 1997,
expenses ($449,813) as a percentage of average net assets
($45,030,575) equalled 1.00%. (See "Fund Expenses," page 2.)
For the year ended October 31, 1997, the annual portfolio
turnover rate was 45.40%. Portfolio turnover refers to the rate
at which the securities held by the Fund are replaced. The higher
the rate, the higher the transactional and brokerage costs
associated with the turnover, unless the securities traded can be
bought and sold without corresponding commission costs. (See
"Financial Highlights," page 3.)
PURCHASE OF FUND SHARES
Principal Underwriter
Carillon Investments, Inc. ("Distributor"), whose address is
1876 Waycross Road, Cincinnati, Ohio 45240 (P.O. Box 40409,
Cincinnati, Ohio 45240), serves as the principal underwriter for
shares of the Trust. Distributor is a wholly-owned subsidiary of
UC. Pursuant to a Distribution Agreement with the Trust,
Distributor is obligated to pay certain expenses in connection
with the offering of shares, including sales commissions to its
representatives and fees to other broker-dealers offering the
Fund shares. Broker-dealers typically receive 90% of the sales
charge. The staff of the Securities and Exchange Commission is of
the opinion that broker-dealers receiving 90% or more of the
sales charge are considered underwriters under the Securities Act
of 1933. Distributor also pays for the printing and distribution
of prospectuses, sales literature and advertising costs in
connection with the offering of Fund shares.
How Shares May Be Purchased
The Trust continuously offers the shares of the Fund at the
public offering price which is the net asset value per share next
computed after receipt by the transfer agent of an order to
purchase, plus a sales charge. An application form for the
purchase of Fund shares is included with this Prospectus or can
be obtained from Distributor or from a broker-dealer which has
entered into a selling agreement with Distributor. The initial
purchase order must be placed through the Distributor or one of
these brokers; subsequent purchases may be made through the
broker or Distributor, by mail or through an automatic deduction
from the shareholder's checking account. The broker-dealers and
the Distributor are responsible for the prompt forwarding of
orders to the transfer agent. If the purchase order is received
by the transfer agent before 4:00 p.m., Eastern Time, on a
trading day, the shares will be purchased at the net asset value
per share determined at 4:00 p.m., Eastern Time, on that day.
Purchase orders received after 4:00 p.m., Eastern Time, will be
executed at the net asset value determined at 4:00 p.m., Eastern
Time, on the next trading day. The initial investment must be at
least $500 and subsequent investments must be at least $50. The
Trust has the unqualified right not to accept a specific order
for the purchase of shares. A $15 service charge will be
assessed for all returned checks due to insufficient funds or
closed accounts.
The application form for the purchase of Fund shares
requires certain elections to be made by the shareholder if
he/she anticipates making subsequent purchases by bank wire ($500
minimum), by check or by automatic monthly deductions ($100
minimum) from his/her checking account. Third party checks for
investment into mutual fund accounts will no longer be accepted;
this refers to checks that are made payable to someone other than
the registered account owner and endorsed over to a particular
mutual fund. If the appropriate election is made, money can be
wired to the transfer agent by the shareholder's bank for the
purchase of Fund shares. The shareholder's bank must be a member
of the Federal Reserve System. It is likely that the
shareholder's bank will impose a fee for this privilege. Of
course, the shareholder may send subsequent payments directly to
the transfer agent: Firstar Trust Company, Mutual Fund Services,
P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Whenever placing
an order, the shareholder must give his/her account number. (See
"Note" page 14.)
If there is a question concerning the purchase of shares,
contact the Distributor or your broker.
Sales Charge
A sales charge is deducted from investments in the Fund
shares. The amount of sales charge varies with the total amount
invested. The following is a table of sales charges applied
against investment in shares.
<TABLE>
<CAPTION>
Percent of Percent
Amount Offering of Net
Invested Price Investment
- -------------------------------------------------------------
<S> <C> <C>
Less than $50,000 5% 5.26%
$50,000 but less than $150,000 4% 4.17%
$150,000 but less than $500,000 3% 3.09%
$500,000 but less than $1,500,000 2% 2.04%
$1,500,000 but less than $2,500,000 1% 1.01%
$2,500,000 or more .5% .50%
</TABLE>
For example, from the total investment (public offering
price) of $5,000, $250 would be deducted and the net amount
invested would be $4,750. This $250 represents 5% of the purchase
payment and 5.26% of the net amount invested.
Reduced Sales Charge
Shares of the Fund may be purchased at a reduced sales charge
under certain circumstances briefly described here. Complete
procedural details are given in the Statement of Additional
Information.
(a) LETTER OF INTENT: Shareholders who sign a Letter of Intent
will be permitted to aggregate their current investment in
the Trust with the subsequent investments they intend to make
over the next 13-month period in shares of the Fund in order
to qualify for reduced sales charges.
(b) RIGHT OF ACCUMULATION AND COMBINED ACCOUNTS: If notified to
do so by the shareholder at the time a purchase is made, the
Fund takes into account the current net asset value of shares
owned by the shareholder in addition to the dollar amount of
his or her new investment in determining the sales charge.
The Fund also will consider, if notified to do so, the
current net asset value of shares owned, or the aggregate
dollar amount of new investment in Fund shares being made by
the shareholder's spouse and/or children under the age of 21.
Purchases of Fund shares for qualified retirement plans under
section 401(a) of the Internal Revenue Code ("Code"), plans
adopted by public school systems and certain tax-exempt
organizations under section 403(b) of the Code, Individual
Retirement Arrangements purchased by or on behalf of individuals
pursuant to section 408 of the Code, and government deferred
compensation plans pursuant to section 457 of the Code will not
be subject to the sales charge.
Purchases of the Fund shares by Distributor, or companies
affiliated with Distributor, and by directors, officers and
employees of Distributor or affiliated companies will not be
subject to the sales charge. Fund shares purchased by the spouse
and/or children under the age of 21 of the directors, officers
and employees of the Distributor or such affiliated companies
also will not be subject to the sales charge.
Determining Net Asset Value
The net asset value of the shares of the Fund is determined
once daily, Monday through Friday at 4:00 p.m., Eastern Time, on
days there are purchases or redemptions of Fund shares, except
when the New York Stock Exchange is closed (currently New Year's
Day, President's Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day), and any day
on which changes in the value of the portfolio securities of the
Fund will not materially affect the current net asset value of
its shares. Such determination is made by adding the values of
all securities and other assets of the Fund, subtracting
liabilities and expenses, and dividing the resulting figure by
the number of shares of the Fund outstanding. Expenses, including
the advisory fee payable to Adviser, are accrued daily.
Securities held by the Fund, except for money market
instruments maturing in 60 days or less, are valued as follows:
(a) 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 last bid prices: (b) securities traded only in the
over-the counter market that are not part of the NASDAQ National
Market System are valued at the last bid prices quoted by brokers
that make markets in the securities at the close of trading on
the New York Stock Exchange; and (c) securities and assets for
which market quotations are not readily available are valued at
fair value as determined in good faith by, or under procedures
adopted by, the Board of Trustees. Money market instruments
maturing in 60 days or less are valued pursuant to the amortized
cost method.
Shareholder Accounts
When shares are initially purchased, an account is
automatically established for the shareholder. Any shares that
are subsequently purchased or received as a distribution will be
credited directly to the shareholder's account. No certificates
are issued.
REDEMPTION OF SHARES
Fund shares can be disposed of and cash received by sending a
written request for redemption to Firstar Trust Company, Mutual
Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701, or
by telephone or telegraphic request to Firstar at 1-888-259-7565
if this option was elected on the shareholder's application form.
Upon receipt of a written request for redemption in "good
order" as described below, a check will be forwarded by Firstar,
as transfer agent for the Trust, equal to the amount of the net
asset value of the redeemed shares next determined after the
redemption request has been received. If the request for
redemption is received by Firstar before 4:00 p.m., Eastern Time,
the shares will be redeemed at the net asset value per share
determined at 4:00 p.m., Eastern Time, on that day. Requests for
redemption received by the transfer agent after 4:00 p.m.,
Eastern Time, will be executed at the net asset value determined
at 4:00 p.m., Eastern Time, on the next trading day.
The check normally will be forwarded immediately after
redemption. However, the Trust reserves the right to take up to
seven days to make payment. The proceeds of the redemption may be
more or less than the original cost. This is particularly true
when redemption is sought shortly after investment where a sales
charge was deducted from the investment. If the shares to be
redeemed were paid for by check (including certified or cashier's
checks), to allow clearance, the proceeds from the redemption
request will not be disbursed until 15 days after the receipt of
such payment.
A written redemption request will be considered to be
received in "good order" only if:
1. The number of shares to be redeemed and the shareholder
account number is indicated in writing;
2. The written request is signed by the registered owner
and by any co-owner of the account in exactly the same
name or names used in establishing the account; and
3. The signatures on the written redemption request for
amounts in excess of $10,000 are guaranteed by a
national bank, a state bank (not including a savings
bank), a trust company, Distributor, or by a member firm
of the New York, American, Boston, Midwest, Pacific or
Philadelphia Stock Exchanges.
If requested on the original application for a Fund account,
telephone or telegraphic instructions for redemption will be
honored with the following restrictions: (a) Requests for
redemption to be paid by Fed wire must be in an amount of at
least $1,000 and will be sent only to the bank and account stated
in the application. The shareholder's bank must be a member of
the Federal Reserve System. A charge of $12.00 is imposed for Fed
wires. This charge is set and may be changed by Firstar. (b)
Telephone redemption requests must be less than $10,000 and will
be mailed only to the account address appearing on the Fund's
records. Redemptions will be priced at the next calculated net
asset value after receipt of the request by the transfer agent.
(See "Determining Net Asset Value," page 12.)
Telephone redemption requests may be made by calling the
transfer agent at 1-800-338-1579 between the hours of 9:00 a.m.
and 8:00 p.m., Eastern Time, on Monday through Friday (excepting
holidays). The transfer agent will need to know the shareholder's
name, account number, and either the number of shares or the
dollar amount to be redeemed.
Other supporting legal documents may be required from
corporations or other organizations, fiduciaries or persons other
than the shareholders of record making the request for
redemption.
The Trust has the right to suspend redemption or payment at
times when the New York Stock Exchange is closed (other than
customary weekend or holiday closings) or during periods of
emergency or other periods as permitted by the Securities and
Exchange Commission. In the case of any such suspension, the
request for redemption may be withdrawn, or payment may be
received based upon the net asset value next determined after the
suspension is lifted.
Because of the high cost of maintaining small accounts, the
Trust may elect to close any account which, due to redemptions,
has a current value of less than $500 by redeeming all of the
shares in the account and mailing the proceeds to the shareholder
of record. If the Trust so elects, the shareholder will be
notified in writing that an account has a value of less than $500
and will be allowed 30 days in which to make an additional
investment in order to avoid having the account closed.
Note
Shareholders are advised that during periods of drastic
economic or market changes, telephone and telegraphic procedures
may be difficult to implement. If a shareholder is unable to
place an order or request a redemption via the telephone or
telegraph, he should make a written request instead.
SHAREHOLDER VOTING
Under the Declaration of Trust, no annual and regular
meetings of shareholders are required. Shareholder meetings
ordinarily will not be held unless required by the Investment
Company Act of 1940. The Board of Trustees is a self-perpetuating
body and the Trustees will continue in their positions until they
resign, die, or are removed by a written agreement signed by at
least two-thirds of the remaining Trustees, by vote of the
shareholders of the Trust voting not less than two-thirds of the
shares then outstanding, cast in person or by proxy at any
meeting called for that purpose, or by a written declaration
signed by shareholders voting not less than two-thirds of the
shares then outstanding and filed with the Trust's custodian.
On any matter submitted to shareholders, shares of the Fund
entitle their holders to one vote per share (with proportionate
voting for fractional shares). When issued, the Fund's shares are
fully paid and nonassessable, have no preemptive or subscription
rights, and are fully transferable. There are no conversion
rights. Shares do not have cumulative voting rights, which means
that in situations in which shareholders elect Trustees, holders
of more than 50% of the shares voting for the election of
Trustees can elect 100% of the Trustees of the Trust and the
holders of less than 50% of the shares voting for the election of
Trustees will not be able to elect any Trustees. UC initially
invested $10 million in the Fund. UC is free to redeem its
investment at any time subject to retaining at least $100,000 in
the Fund.
In addition to UC's own investment, shares of the Fund are
sold to the trustees of certain UC employee benefit plans to fund
retirement benefits for UC's employees. As of January 31, 1998,
UC and UC's plan trustees owned 33.8% and 46.7%, respectively, of
Fund shares, and consequently, UC has voting control of the
Trust.
SHAREHOLDER LIABILITY
Under Massachusetts law, the shareholders of the Trust could,
under certain circumstances, be held personally liable for the
obligations of the Trust. However, the Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Trust and indicates that notice of such disclaimer can be given
in each agreement, obligation or instrument entered into or
executed by the Board of Trustees or a Trustee. The Declaration
of Trust provides for indemnification from the Trust property for
all losses and expenses of any shareholder held personally liable
for the obligations of the Trust. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be
unable to meet its obligations.
DIVIDENDS AND DISTRIBUTIONS
It is the intention of the Fund to distribute quarterly
substantially all of its net investment income, if any. For
dividend purposes, net investment income of the Fund consists of
all dividends or interest earned by the Fund less expenses
(including the investment advisory fee). All net realized capital
gains, if any, of the Fund are distributed periodically, no less
frequently than annually. All dividends and capital gains
distributions are automatically reinvested in additional shares
at net asset value unless the shareholder requests such dividends
and distributions be paid in cash.
TAXES
Under the Internal Revenue Code, the Fund intends to elect
and qualify as a regulated investment company. As a regulated
investment company, the Fund will not be subject to federal
income tax on net investment income and capital gains, if any,
that it distributes to its shareholders if at least 90% of its
net investment income and net short-term capital gains for the
taxable year is distributed, but will be subject to tax at
regular corporate rates on any income or gains that are not
distributed.
Payments of dividends to shareholders that are not out of net
long-term capital gains and that do not exceed the current or
accumulated income of the Fund are taxable as ordinary income in
the tax year of the shareholder in which the dividend is paid,
whether paid in cash or reinvested in shares.
A 4% nondeductible excise tax will be imposed to the extent
the Fund does not distribute at least 98% of its ordinary income
earned during the calendar year and 98% of its net capital gains
(both long- and short-term) earned during its taxable year by the
end of the calendar year. For purposes of the 4% excise tax,
dividends and distributions will be treated as paid when actually
distributed, except that dividends declared in December payable
to shareholders of record on a specified date in December, and
paid before February 1 of the following year, will be treated as
having been (i) paid on the record date, and (ii) received by
each shareholder on such date. Under this rule, therefore, a
shareholder may be taxed in one year on dividends or
distributions actually received in January of the following year.
Capital gains may be taxed at one of several rates. The Fund
will send written notices to its shareholders regarding the tax
status of all distributions made during each taxable year.
The Trust will be required to withhold 31% of any reportable
income payments made to a shareholder (which may include
dividends, capital gain distributions, and share redemption
proceeds) if the shareholder has not provided an accurate
taxpayer identification number to the Trust, in a manner provided
by IRS regulations.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
Firstar Trust Company, Mutual Fund Services, P.O. Box 701,
Milwaukee, Wisconsin 53201-0701, acts as Custodian of the Trust's
assets, and is its bookkeeping, transfer and dividend disbursing
agent.
PREPARING FOR YEAR 2000
Like all financial services providers, the Adviser and the
Distributor utilize systems that may be affected by Year 2000
transition issues. In addition to the Adviser and the
Distributor, the Fund relies on service providers, including the
Fund's custodian, transfer agent, and dividend disbursing agent,
that also may be affected. The Adviser and Distributor have
advised the Fund that they have developed, and are in the process
of implementing, a Year 2000 transition plan. Management of the
Fund is in the process of confirming that the service providers
to the Fund are also engaged in similar transition plans. While
the Adviser and Distributor have made representations to
Management that each party is implementing a Year 2000 transition
plan, the resources that are being devoted to this effort are
substantial and it is difficult to predict with precision whether
the amount of resources ultimately devoted, or the outcome of
these efforts, will have any negative impact on their operations.
However, as of the date of this Prospectus, it is not anticipated
that shareholders will experience negative effects on their
investment, or on the services provided in connection therewith,
as a result of Year 2000 transition implementation. The Adviser
and Distributor have advised Management that they currently
anticipate that their systems will be Year 2000 compliant on or
about January 2, 1999, but there can be no assurance that they
will be successful, or that interaction with other service
providers will not impair the Adviser's or Distributor's services
at that time.
SHAREHOLDER INQUIRIES
Shareholder inquiries should be directed to P.O. Box 701,
Milwaukee, Wisconsin 53201-0701, or may be made by calling
1-800-338-1579.
STATEMENT OF ADDITIONAL INFORMATION
A copy of the Statement of Additional Information that
provides more detailed information about the Trust is available
upon request. The Table of Contents of this Statement follows.
TABLE OF CONTENTS
STATEMENT OF ADDITIONAL INFORMATION
Page
The Trust................................................ 2
Investment Policies...................................... 3
Money Market Instruments and Investment Techniques..... 3
Investments in Foreign Securities...................... 7
Investment Restrictions.................................. 8
Portfolio Turnover....................................... 10
Management of the Trust.................................. 11
Compensation Table..................................... 13
Investment Adviser....................................... 13
Approval of the Agreement.............................. 13
Responsibilities of the Adviser........................ 14
Trust Expenses......................................... 14
Advisory Fee........................................... 15
Administration......................................... 15
Brokerage Allocation................................... 16
Other Clients of the Adviser........................... 16
Determination of Net Asset Value......................... 17
Performance.............................................. 18
Distribution of Shares................................... 19
Purchase and Redemption of Shares........................ 19
Sales Charge........................................... 19
Qualifying for a Reduced Sales Charge.................. 19
Redemptions............................................ 20
Taxes.................................................... 20
Custodian, Transfer and Dividend Disbursing Agent........ 21
Additional Information................................... 21
Independent Auditors..................................... 22
APPENDIX
CORPORATE BOND RATINGS
Moody's Investors Services, Inc.
Aaa--Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt-edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements may
change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be high quality by
all standards. Together with the Aaa group they comprise what
are generally known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium-grade
obligations. Factors giving security to principal and interest
are considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
Ba--Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B--Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal
payment or of maintenance of other terms of the contract over any
long period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
Ca--Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.
Standard & Poor's Corporation
AAA--This is the highest rating assigned by Standard & Poor's
to a debt obligation and indicates an extremely strong capacity
to pay principal and interest.
AA--Bonds rated AA also qualify as high-quality debt
obligations. Capacity to pay principal and interest is very
strong, and in the majority of instances they differ from AAA
issues only in a small degree.
A--Bonds rated A have a strong capacity to pay principal and
interest, although they are somewhat more susceptible to the
adverse of changes in circumstances and economic conditions.
<PAGE>
BBB--Bonds rated BBB are regarded as having adequate capacity
to pay principal and interest. Whereas they normally exhibit
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to
pay principal and interest for bonds in this category than for
bonds in the A category.
BB-B-CCC-CC--Bonds rated BB, B, CCC, and CC are regarded, on
balance, as predominately speculative with the respect to the
issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
COMMERCIAL PAPER RATINGS
Moody's Investors Services, Inc.
A Prime rating is the highest commercial paper rating
assigned by Moody's Investors Services, Inc. Issuers rated Prime
are further referred to by use of numbers 1, 2 and 3 to denote
relative strength within this highest classification. Among the
factors considered by Moody's in assigning ratings for an issuer
are the following: (1) management; (2) economic evaluation of
the industry and an appraisal of speculative type risks which may
be inherent in certain areas; (3) competition and customer
acceptance of products; (4) liquidity; (5) amount and quality of
long-term debt; (6) ten-year earnings trends; (7) financial
strength of a parent company and its relationship with the
issuer; and (8) recognition by management of obligations which
may be present or may arise as a result of public interest
questions and preparations to meet such obligations.
Standard & Poor's Corporation
Commercial paper rated A by Standard & Poor's Corporation has
the following characteristics: Liquidity ratios are better than
the industry average. Long-term senior debt rating is "A" or
better. In some cases, BBB credits may be acceptable. The
issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend
with allowance made for unusual circumstances. Typically, the
issuer's industry is well established, the issuer has a strong
position within its industry and the reliability and quality of
management is unquestioned. Issuers rated A are further referred
to by use of numbers 1, 2 and 3 to denote relative strength
within this classification.
<PAGE>
Carillon Investment Trust
IMPORTANT -- Please mail completed forms to:
Carillon Investments, Inc.
P.O. Box 40409, Cincinnati, Ohio 45240
Supplemental Application
For Special Investment and
Withdrawal Options
___ IRA Plan
___ Regular Fund Account
_______________________________________________________________
ACCOUNT REGISTRATION. Please supply the following information
exactly as it appears on the Fund's records.
_______________________________________________________________
Fund Name
_______________________________________________________________
Individual
_______________________________________________________________
Joint Investor
_______________________________________________________________
Street Address City, State. Zip Code
_______________________________________________________________
Telephone Number Social Security or Tax l.D Number
Citizen of ___ U.S. ___ Other
AUTOMATIC INVESTMENT PLAN ___ YES ___ NO
- ---------------------------------------------------------------
I(We) hereby authorize Firstar Trust Company to draw a check on
my(our) personal checking account on the 15th of each month in
order to purchase shares in the Fund indicated at the top of this
application.
Amount of each check (minimum $100) $_________
NOTE: A Bank Authorization Form (below) and a voided, unsigned,
personal check must accompany the Automatic Investment Plan
Application.
Cll 334 2-97
DO NOT DETACH
CARILLON INVESTMENT TRUST AUTOMATIC INVESTMENT PLAN
- --------------------------------------------------------------
BANK AUTHORIZATION
______________________________________________________________
Bank Name Bank Account Number
______________________________________________________________
Bank Address
I(WE) authorize you, the above named bank, to debit my(our) account
for amounts drawn by Firstar Trust Company, acting as my agent.
I(We) agree that your rights in respect to each withdrawal shall be
the same as if it were a check drawn upon you and signed by me(us).
This authority shall remain in effect until I(we) revoke it in
writing and you receive it. I(We) agree that you shall incur no
liability when honoring any such check.
I(We) further agree that you will incur no liability to me(us) if
you dishonor any such withdrawal. This will be so even though such
dishonor results in the forfeiture of investment.
____________________________________________________________
Account Holder's Name
____________________________________________________________
Joint Account Holder's Name
X___________________________________________________________
Account Holder's Signature Date
X____________________________________________________________
Joint Account Holder's Signature Date
Cll 334 2-97 (OVER)
<PAGE>
<PAGE>
SYSTEMATIC WITHDRAWAL PLAN ___ YES ___ NO
- -------------------------------------------------------
Requires $7,500 minimum account balance.
I (We) hereby authorize Firstar Trust Company to redeem the
necessary number of shares from my (our) Carillon account on the
designated dates in order to make the following periodic payments:
___ Monthly on the 28th day
___ Quarterly on the 28th day of January, April, July and October
Amount of each check ($100 minimum) $_________
Please make checks payable to:
____________________________
Recipient
____________________________
Street Address
____________________________
City, State, Zip Code
____________________________
Account Number (it applicable)
If by wire ($7.50 charge per wire):
____________________________
Bank Name
____________________________
Bank Address
____________________________
Account Name
____________________________
Account Number
NOTE: If recipient of checks is not the registered shareholder,
signature(s) below must be guaranteed. A corporation (or
partnership) must also submit a "Corporate Resolution" (or
"Certification of Partnership") indicating the names and titles of
Officers authorized to act on its behalf.
AGREEMENT AND SIGNATURES
- ---------------------------------------------------------------
The investor(s) certify and agree that the certifications,
authorizations, directions and restrictions contained herein will
continue until Firstar Trust Company receives written notice of any
change or revocation. Any change in these instructions must be in
writing and all signatures guaranteed* (if applicable).
______________________________________________
Date
X______________________________________________
Signature
X______________________________________________
Signature
_______________________________________________
Signature Guarantee (if applicable)
______________________________________________
Signature Guarantee (if applicable)
_____________
* Acceptable signature guarantors: (1) a commercial bank which is
a member of the Federal Deposit Insurance Corporation; (2) a trust
company; (3) a member firm of a U.S. stock exchange; or (4) a
foreign branch of any of the foregoing. A notary public or a
savings and loan association is NOT an acceptable guarantor
INDEMNIFICATION AGREEMENT
- -------------------------------------------------------------
To: Bank Named on the Reverse
In consideration of your compliance with the request and
authorization of the depositor(s) named on the reverse, Firstar
Trust Company hereby agrees:
1. To indemnify and hold you harmless from any loss you may incur
because of the payment by you and of any check drawn by Firstar
Trust Company, Agent, to its own order on the account of such
depositor(s) and received by you in the regular course of business
for payment, or arising out of the dishonor by you of any check,
provided there are sufficient funds in such account to pay the same
upon presentation.
2. To defend at its own expense any action which might be brought
by any depositor or any other persons because of your actions taken
pursuant to the above mentioned request or in any manner arising by
reason of your participation in connection with such request.
Firstar Trust Company
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
<PAGE>
(page 1)
APPLICATION--CARILLON INVESTMENT TRUST ("CIT")
P.O. Box 40409, Cincinnati, Ohio 45240
- ------------------------------------------------------------------
(This page consists of two columns. First column is as follows:)
Return the completed application to: Carillon Investments, Inc.
P.O. Box 40409 Cincinnati, Ohio 45240 Make checks payable to
Carillon Investment Trust. Do not use for IRAs--special forms will
be provided. For pension plan purchases, back of form must be
completed.
1. Account Registration-- Please print or type
___ Investor's Name
___________________________________________________
First Name Middle Initial Last Name
___________________ ____________________________________
Date of Birth Social Security Number (Tax Identification
Number)
___ Joint Investor's Name ____________________________________
Unless otherwise indicated joint tenants will have the right of
survivorship.
___________________ _____________________________________
Date of Birth Social Security Number
___ Custodian ________________________________ as custodian for
Name of Custodian
_______________________________________________ under the
Name of Minor
________________________________ Uniform Gift to Minors Act.
Minor's State of Residence
______________________ _____________________________
Minor's Date of Birth Social Security Number
___ Trustee ___________________________________________
Name of Co-Trustee _____________________________________
Name of Trust __________________________________________
__________ _____________________________
Date Tax Identification Number
___ Other (___ Corporation ___ Association ___ Partnership)
____________________________________________________________
Resolution papers must be completed and attached to establish your
account.
Citizen of: ___ United States or _________________
Specify Country
<PAGE>
2. Address for All Reports and Statements
Street ___________________________________________________
City _______________________ State ______ Zip Code ______
__________________________________ ____________________
Area Code Home Telephone Number Area Code Business
Telephone Number
3. Investment by Check or Bank Wire--$500 minimum
$_______________ Capital Fund (02)
___ BY CHECK: The enclosed check(s) payable to Carillon Investment
Trust total $____________
___ BANK WIRE
I wired $_________ from ________________________ on
(Name of Bank)
_________________ Bank Account No. ____________
(date)
4. Right of Accumulation and Combined Accounts
___ My spouse or children under age 21 own shares of The Capital
Fund and these should be combined for determining sales charges.
Account Numbers involved:
5. Letter of Intent
___ I(We) wish to take advantage of the Letter of Intent provisions
of the CIT Prospectus and will execute the Letter of Intent printed
on the back of this Application (or separately) in furtherance
thereof.
__________________________________________________________
For Transfer Agent Use Only
CO __________ FD _____________ ACCT _____________________
IDENT ________________________________ TYPE ____________
OWN __________ STATE ________ ZIP _______ MAIL ________
CMSN __________ SS CD ____________ SS#__________________
CERT _________ DLR ________ BRNCH _________ REP__________
DIV ______________ FREQ __________ MSTR ACCT ___________
ALIEN RT ________ FED EX _______ EMP_____ NOTICE CD _____
- ---------------------------------------------------------------
CIT 2417 2-97
(second column of application follows:)
6. Automatic Investments--$100 minimum
___ I(We) intend to make automatic monthly investments from my(our)
checking account and have included with this Application the
necessary papers.
7. Telephone Redemptions
Shareholders may redeem amounts of $1,000 or more by bank wire
provided your bank is a member of the Federal Reserve System, or
amounts under $10,000 by mail upon telephone request
Complete appropriate section if you wish to establish this service.
___ I(We) hereby authorize Firstar Trust Company ("Bank"), to honor
any telephone requests to have amounts of $1,000 or more withdrawn
from my(our) CIT account and wired to my(our) bank account
designated below. I(We) understand and agree that the Bank will not
redeem any shares until it is reasonably assured that payment has
been collected for previously purchased shares. I(We) hereby agree
that neither the Fund nor the Bank will be liable for any loss,
liability, cost, or expense for acting upon such instructions.
________________________________________________________
Name on Account
________________________________________________________
Joint Account Holder
________________________________________________________
Bank Name (Include Branch)
________________________________________________________
Bank Account Number
________________________________________________________
Bank Street Address
________________________________________________________
City, State, Zip Code
For "Other" forms of registration the name on the bank account must
be the same as the name in which the account is registered in
Section 1 of this Application.
Bank is authorized to honor telephone or telegraphic instructions
from any person to redeem shares from my(our) account(s) in an
amount not to exceed $10,000 and mail the amount payable to me(us)
to the address on the Fund's Records.
Neither CIT, the Bank, Carillon Investments, Inc., or any employee
or agent thereof, shall have any liability to me(us) for acting
upon any instruction relating to the Telephone Redemption privilege
elected above regardless of the authority or absence thereof of the
person giving the instructions and l(We) will indemnify and hold
harmless CIT, the Bank, Carillon Investments Inc., and any employee
or agent thereof, from and against all losses, claims expenses and
liabilities that may arise out of or be in any way connected with
a transaction arising out of use of either option whether or not
properly authorized or directed.
8. Distribution Option
Shareholders may elect to have dividend and capital gain
distributions paid on a periodic basis. IF NO SUCH ELECTION IS
MADE, ALL DISTRIBUTIONS WILL BE REINVESTED IN ADDITIONAL SHARES OF
THE FUND.
___ Pay all dividend distributions to me(us) at my(our) address of
record.
___ Pay all capital gain distributions to me(us) at my(our) address
of record.
(See the "Dividends and Distributions" section of the current
Prospectus for frequency of distributions.)
9. Signature
l(We) am(are) of legal age and have received and read the
appropriate current CIT Prospectus and agree to its terms. Under
penalties of perjury, I certify (1) that the Taxpayer Number above
is correct, and (2) that the account owner is not subject to backup
withholding because (a) the account owner has not been notified by
the IRS that the account owner is subject to backup withholding as
a result of a failure to report all interest or dividends, or (b)
the IRS has notified the account owner that he account owner is no
longer subject to backup withholding. [Cross out (2) if it is not
correct.]
_____________________________________________________
Investor's Signature Date
_____________________________________________________
Joint Investor's Signature Date
For Broker-Dealer Use Only
DLR ______________________ NO ___________
BR________________________ NO ___________
RR________________________ NO ___________
NAV Purchase Approved __________
Date ______________
<PAGE>
(Reverse side of application)
LETTER OF INTENT
Carillon Investments, Inc.
P.O. Box 40409
Cincinnati, Ohio 45240
RE: Letter of Intention
Carillon Investment Trust
Gentlemen:
This is to advise that the undersigned, the undersigned's spouse
and their minor children ("Investor") intend, during the 13-month
period indicated below, to purchase shares of Carillon Investment
Trust having a total public offering price of:
$______________
Subject to the conditions specified, each purchase will be made at
the public offering price applicable to a single transaction of the
dollar amount indicated above, as described in the Prospectus.
The Investor makes no commitment to purchase additional shares, but
if total purchases within 13 months do not aggregate the sum
specified, Investor will pay the increased amount of the sales
charge prescribed in the terms of escrow. It is understood that a
portion of the shares purchased hereunder will be held in escrow in
the form of shares registered in Investor's name(s). These shares
will be held by the escrow agent and will be subject to the terms
of escrow.
To ensure that quantity discounts are received on future purchases,
Investor's dealer must inform Carillon Investments, Inc. that this
Letter is in effect at the time of the first purchase after this
Letter has been signed. Investor understands that this Letter is
not a binding obligation on his part to purchase, or on Carillon
Investments, Inc. to sell, the full amount indicated above.
TERMS OF ESCROW
Firstar Trust Company ("Bank"), shall be the escrow agent for
Carillon Investments, Inc. Any reference to the "escrow agent" in
this Letter of Intention is understood to mean the Bank.
1. To assure compliance with the provisions of the Investment
Company Act of 1940, out of the initial purchase (or subsequent
purchases if necessary), 5% of the dollar amount to be purchased
will be held in escrow in the form of shares (computed to the
nearest full share at the applicable public offering price)
registered in the Investor's name. These shares will be held by the
escrow agent and be subject to the terms of escrow.
2. When the minimum investment specified in this Letter of
Intention has been completed, the escrowed shares will be released
for deposit to Investor's account.
3. If total purchases under this Letter are less than the amount
specified above, Investor will remit to the Bank any difference
between the sales charge paid based on the amount specified and the
sales charge based on the amount actually purchased. If Investor
does not pay such difference in sales charge within 20 days after
written request by the Bank, the escrow agent will redeem an
appropriate number of the escrowed shares in order to realize such
difference.
4. In signing this Letter of Intention, Investor hereby irrevocably
constitutes and appoints the escrow agent his attorney to surrender
for redemption any or all escrowed shares with full power of
substitution in the premises.
Dated ____________________________________________
Investor _________________________________________
Expiration Date __________________________________
Investor _________________________________________
PENSION PLANS
Plan documents must accompany Application.
This Application is for a contract to be issued pursuant to the
provisions of the Internal Revenue Code, and is meant to fund a:
___ Qualified Corporate Pension or Profit-Sharing Plan
(See Section 401)
___ Qualified Self-Employed Retirement Plan (HR-10)
___ Tax-Deferred Annuity (See Section 403(b))
___ Government Deferred Compensation Plan (See Section 457)
<PAGE>
(first column of this page:)
TABLE OF CONTENTS
Page
Fund Expenses........................ 2
Financial Highlights................. 3
Performance.......................... 4
The Trust............................ 4
The Fund............................. 4
Investment Objectives and Policies... 4
Equity Securities.................. 5
Debt Securities.................... 5
Investment in Foreign Securities... 6
Foreign Currency Transactions...... 7
Money Market Instruments........... 7
Other Information.................. 8
Principal Risk Factors............... 8
Management of the Trust.............. 9
Trustees........................... 9
Investment Adviser................. 9
Advisory Fee....................... 10
Service Agreement.................. 10
Expenses .......................... 10
Purchase of Fund Shares.............. 11
Principal Underwriter.............. 11
How Shares May Be Purchased........ 11
Sales Charge....................... 12
Reduced Sales Charge............... 12
Determining Net Asset Value........ 12
Shareholder Accounts............... 13
Redemption of Shares................. 13
Shareholder Voting................... 14
Shareholder Liability................ 15
Dividends and Distributions.......... 15
Taxes................................ 15
Custodian, Transfer and
Dividend Disbursing Agent.......... 16
Preparing for Year 2000.............. 16
Shareholder Inquiries................ 16
Statement of Additional Information.. 16
Table of Contents of Statement
of Additional Information.......... 17
Appendix
Corporate Bond Ratings............. 18
Commercial Paper Ratings........... 19
(second column of this page:)
CARILLON
CAPITAL
FUND
Carillon
Investment Trust
1876 Waycross Road
Cincinnati, Ohio 45240
- --------------------------
PROSPECTUS
- --------------------------
INVESTMENT ADVISER
Carillon Advisers, Inc.
1876 Waycross Road
Cincinnati, Ohio 45240
DISTRIBUTOR
Carillon Investments, Inc.
1876 Waycross Road
Cincinnati, Ohio 45240
Dated February 28, 1998
CIT 432 5-98
<PAGE>
CARILLON INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1998
This Statement of Additional Information is not a prospectus.
Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectus for
Carillon Capital Fund. Accordingly, this Statement should be read
in conjunction with the Prospectus, dated February 28, 1998, that
may be obtained by calling the Trust at (513) 595-2600, or writing
the Trust at P.O. Box 40409, Cincinnati, Ohio 45240.
TABLE OF CONTENTS
Page
The Trust.................................................. 2
Investment Policies........................................ 3
Money Market Instruments and Investment Techniques.... 3
Investments in Foreign Securities..................... 7
Investment Restrictions.................................... 8
Portfolio Turnover......................................... 10
Management of the Trust.................................... 11
Compensation Table.................................... 13
Investment Adviser......................................... 13
Approval of the Agreement............................. 13
Responsibilities of the Adviser....................... 14
Trust Expenses........................................ 14
Advisory Fee.......................................... 15
Administration........................................ 15
Brokerage Allocation.................................. 16
Other Clients of the Adviser.......................... 16
Determination of Net Asset Value........................... 17
Performance................................................ 18
Distribution of Shares..................................... 19
Purchase and Redemption of Shares.......................... 19
Sales Charge.......................................... 19
Qualifying for a Reduced Sales Charge................. 20
Redemptions........................................... 21
Taxes...................................................... 21
Custodian, Transfer and Dividend Disbursing Agent.......... 22
Additional Information..................................... 22
Independent Auditors....................................... 22
CIT 444 2-98 <PAGE>
THE TRUST
Carillon Investment Trust ("Trust") is registered with the
Securities and Exchange Commission under the Investment Company
Act of 1940 ("1940 Act") as a diversified, open-end management
investment company. The Trust was organized on December 8, 1986,
pursuant to a Declaration of Trust under the laws of the
Commonwealth of Massachusetts, as a voluntary association known as
a "Massachusetts business trust." It operated as a "series
company," as that term is used in Rule 18f-2 under the 1940 Act.
The Trust originally had three series: the Carillon Capital Fund
("Fund"), the Carillon Growth Stock Fund ("Growth Fund") and the
Carillon U.S. Government Securities Fund ("U.S. Securities Fund").
On February 22, 1989, The Union Central Life Insurance Company
("UC"), the sole shareholder of the Growth Fund and the U.S.
Securities Fund, voted to dissolve these funds. Consequently, the
Trust is now composed only of Carillon Capital Fund, whose shares
are currently being sold.
UC, an insurance company organized under the laws of Ohio,
provided the initial capital for the Fund by purchasing one
million shares. UC is free to redeem its investment at any time,
subject to retaining at least $100,000 in the Fund. The principal
business address of UC is 1876 Waycross Road, Cincinnati, Ohio
45240 (P.O. Box 40888, Cincinnati, Ohio 45240).
In addition to UC's own investment, shares of the Fund are
sold to the trustees of certain UC employee benefit plans to fund
retirement benefits for UC's employees. As of January 31, 1998,
UC and UC's plan trustees owned 33.8% and 46.7%, respectively, of
Fund shares, and, consequently, UC has voting control of the
Trust.
As described under "Shareholder Voting" in the Prospectus for
the Fund, the Declaration of Trust provides that no annual or
regular meetings of shareholders are required. In addition, after
the Trustees were initially elected by shareholders, the Trustees
became a self-perpetuating body. Thus, there ordinarily will be
no shareholder meetings unless otherwise required by the 1940 Act.
The 1940 Act specifically requires that a shareholder meeting
be held for the purpose of electing Trustees if at any time less
than a majority of the Trustees has been elected by the
shareholders of the Trust. The shareholders also have the power
to remove a Trustee by the affirmative vote of the holders of not
less than two-thirds of the shares outstanding and entitled to
vote either by a declaration in writing filed with the custodian
or by votes cast in person or by proxy at a meeting called for the
purpose of removal. The Trustees will promptly call such a
meeting when requested to do so by the record holders of not less
than 10 percent of the outstanding shares.
Ten or more shareholders who have been shareholders for at
least six months preceding the date of application and who hold in
the aggregate either shares having a net asset value of at least
$25,000 or at least one percent of the outstanding shares,
whichever is less, may apply in writing to the Trustees stating
that they wish to communicate with other shareholders to obtain
signatures in order to request a meeting to remove a Trustee.
This application must be accompanied by the proposed communication
and form of the request that they wish to transmit. The Trustees
will, within five business days after receipt of such application,
either: (1) afford to the applicants access to a list of the
names and addresses of all shareholders; or (2) inform such
applicants as to the approximate number of shareholders of record
and the approximate cost of mailing to them the proposed
communication and request, and upon tender by the applicants of
the amount so determined, undertake to mail such communications to
shareholders of record.
The phrase "a majority of the outstanding voting securities"
of the Fund (or of the Trust) means the vote of the lesser of:
(1) 67% of the shares of the Fund (or the Trust) present at a
meeting if the holders of more than 50% of the outstanding shares
are present in person or by proxy; or (2) more than 50% of the
outstanding shares of the Fund (or the Trust).
INVESTMENT POLICIES
The following specific policies supplement the "Investment
Objectives and Policies" set forth in the Prospectus for the Fund.
Money Market Instruments and Investment Techniques
The Fund may at any time be 100% invested in money market
instruments, subject only to its objective of highest total
return. These securities will only be considered money market
instruments if their remaining maturities are less than 13 months.
Repurchase Agreements. A repurchase agreement is an instrument
under which the purchaser (i.e., the Fund) acquires ownership of
the obligation (the underlying security) and the seller (the
"issuer" of the repurchase agreement) agrees, at the time of sale,
to repurchase the obligation at a mutually agreed upon time and
price, thereby determining the yield during the purchaser's
holding period. This results in a fixed rate of return during
such period. The underlying securities will only consist of
securities in which the Fund may otherwise invest. Repurchase
agreements usually are for short periods, normally under one week,
and are considered to be loans under the 1940 Act. Repurchase
agreements will be fully collateralized at all times and interest
on the underlying security will not be taken into account for
valuation purposes. Securities underlying repurchase agreements
will be held by the Trust's custodian.
If the issuer of the repurchase agreement defaults and does
not repurchase the underlying security, the Fund might incur a
loss if the value of the underlying security declines, and the
Fund might incur disposition costs in liquidating the underlying
security. In addition, if the issuer becomes involved in
bankruptcy proceedings, the Fund may be delayed or prevented from
obtaining the underlying security for its own purposes. In order
to minimize any such risk, the Fund will only engage in repurchase
agreements with recognized securities dealers and banks determined
to present minimal credit risk by Carillon Advisers, Inc. on
behalf of the Board of Trustees.
U.S. Government Obligations. Securities issued and guaranteed as
to principal and interest by the U.S. Government include a variety
of Treasury securities that differ only in their interest rates,
maturities and times of issuance. At issuance, Treasury bills
have a maturity of one year or less; Treasury notes have
maturities of one to seven years; and Treasury bonds generally
have a maturity of greater than five years.
Government Agency Securities. Government agency securities that
are permissible investments consist of securities either issued or
guaranteed by agencies or instrumentalities of the U.S.
Government. Agencies of the U.S. Government that issue or
guarantee obligations include, among others, Export-Import Banks
of the United States, Farmers Home Administration, Federal Housing
Administration, Government National Mortgage Association ("GNMA"),
Maritime Administration, Small Business Administration and The
Tennessee Valley Authority. Obligations of instrumentalities of
the U.S. Government include securities issued or guaranteed by,
among others, the Federal National Mortgage Association ("FNMA"),
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation
("FHLMC"), Federal Intermediate Credit Banks, Banks for
Cooperatives, and the U.S. Postal Service. Some of these
securities, such as those guaranteed by the Government National
Mortgage Association, are supported by the full faith and credit
of the U.S. Treasury; others, such as those issued by The
Tennessee Valley Authority, are supported by the right of the
issuer to borrow from the Treasury; while still others, such as
those issued by the Federal Land Banks, are supported only by the
credit of the instrumentality. The Fund's primary usage of these
types of securities will be GNMA certificates and FNMA and FHLMC
mortgage-backed obligations which are discussed in more detail
below.
Certificates of Deposit. Certificates of deposit are generally
short-term, interest-bearing negotiable certificates issued by
banks or savings and loan associations against funds deposited in
the issuing institution.
Time Deposits. Time deposits are deposits in a bank or other
financial institution for a specified period of time at a fixed
interest rate for which no negotiable certificate is received.
Bankers' Acceptances. Bankers' acceptances are time drafts drawn
on commercial banks by borrowers usually in connection with
international commercial transactions (to finance the import,
export, transfer or storage of goods). The borrower is liable for
payment as well as the bank that unconditionally guarantees to pay
the draft at its face amount on the maturity date. Most
acceptances have maturities of six months or less and are traded
in secondary markets prior to maturity.
Commercial Paper. Commercial paper consists of unsecured
promissory notes issued by corporations to finance short-term
credit needs. Commercial paper is issued in bearer form with
maturities generally not exceeding nine months. Commercial paper
obligations may include variable amount master demand notes.
Variable amount master demand notes are obligations that permit
the investment of fluctuating amounts by the Fund at varying rates
of interest pursuant to direct arrangements between the Fund, as
lender, and the borrower. These notes permit daily changes in the
amounts borrowed. The Fund has the right to increase the amount
under the note at any time up to the full amount provided by the
note agreement, or to decrease the amount, and the borrower may
prepay up to the full amount of the note without penalty. Because
variable amount master demand notes are direct lending
arrangements between the lender and the borrower, it is not
generally contemplated that such instruments will be traded, and
there is no secondary market for these notes, although they are
redeemable (and thus immediately repayable by the borrower) at
face value, plus accrued interest, at any time. In connection
with master demand note arrangements, Carillon Advisers, Inc. will
monitor on an ongoing basis the earning power, cash flow and other
liquidity ratios of the issuer, and the borrower's ability to pay
principal and interest on demand. While master demand notes, as
such, are not typically rated by credit rating agencies, if not so
rated the Fund may invest in them only if at the time of an
investment the issuer meets the criteria for all other commercial
paper issuers. Because master demand notes are immediately
repayable by the borrower on demand, they are considered by the
Fund to have a maturity of one business day.
Corporate Debt Securities. Corporate debt securities with a
remaining maturity of less than one year tend to become extremely
liquid and are traded as money market securities. Such issues
with between one and two years remaining to maturity tend to have
greater liquidity and considerably less market value fluctuations
than longer-term issues.
GNMA Certificates. GNMA certificates are mortgage-backed
securities representing part ownership of a pool of mortgage loans
on which timely payment of interest and principal is guaranteed by
the full faith and credit of the U.S. government. GNMA
certificates differ from typical bonds because principal is repaid
monthly over the term of the loan rather than returned in a lump
sum at maturity. Because both interest and principal payments
(including prepayments) on the underlying mortgage loans are
passed through to the holder of the certificate, GNMA certificates
are called "pass-through" securities.
Although the mortgage loans in the pool have maturities of up
to 30 years, the actual average life of the GNMA certificates
typically will be substantially less because the mortgages are
subject to normal principal amortization and may be prepaid prior
to maturity. Prepayment rates vary widely and may be affected by
changes in market interest rates. In periods of falling interest
rates, the rate of prepayment tends to increase, thereby
shortening the actual average life of the GNMA certificates.
Conversely, when interest rates are rising, the rate of prepayment
tends to decrease, thereby lengthening the actual average life of
the GNMA certificates. Accordingly, it is not possible to predict
accurately the average life of a particular pool. Reinvestment of
prepayments may occur at higher or lower rates that the original
yield on the certificates. Due to the prepayment feature and the
need to reinvest prepayments of principal at current rates, GNMA
certificates can be less effective than typical bonds of similar
maturities at "locking-in" yields during periods of declining
interest rates, although they may have comparable risks of decline
in value during periods of rising interest rates.
FNMA and FHLMC Mortgage-Backed Obligations. The Federal National
Mortgage Association ("FNMA"), a federally chartered and privately
owned corporation, issues pass-through securities representing an
interest in a pool of conventional mortgage loans. FNMA guarantees
the timely payment of principal and interest but this guarantee is
not backed by the full faith and credit of the U.S. government.
The Federal Home Loan Mortgage Corporation ("FHLMC"), a corporate
instrumentality of the United States, issues participation
certificates that represent an interest in a pool of conventional
mortgage loans. FHLMC guarantees the timely payment of interest
and the ultimate collection of principal and maintains reserves to
protect holders against losses due to default, but the
certificates are not backed by the full faith and credit of the
U.S. government. As is the case with GNMA certificates, the actual
maturity of and realized yield on particular FNMA and FHLMC pass-
through securities will vary based on the prepayment experience of
the underlying pool of mortgages.
Mortgage-Related Securities. The Fund may invest in
collateralized mortgage obligations ("CMOs") or mortgage-backed
bonds issued by financial institutions such as commercial banks,
savings and loan associations, mortgage banks and securities
broker-dealers (or affiliates of such institutions established to
issue these securities). CMOs are obligations fully collateralized
directly or indirectly by a pool of mortgages on which payments of
principal and interest are dedicated to payment of principal and
interest on the CMOs. Payments on the underlying mortgages (both
interest and principal) are passed through to the holders,
although not necessarily on a pro rata basis, on the same schedule
as they are received. Mortgage-backed bonds are general
obligations of the issuer fully collateralized directly or
indirectly by a pool of mortgages. The mortgages serve as
collateral for the issuer's payment obligations on the bonds, but
interest and principal payments on the mortgages are not passed
through either directly (as with GNMA certificates and FNMA and
FHLMC pass-through securities) or on a modified basis (as with
CMOs). Accordingly, a change in the rate of prepayments on the
pool of mortgages could change the effective maturity of a CMO but
not that of a mortgage-backed bond (although, like many bonds,
mortgage-backed bonds may be callable by the issuer prior to
maturity).
The Fund may also invest in a variety of more risky CMOs,
including interest only ("IOs"), principal only ("POs"), inverse
floaters, or a combination of these securities. Stripped
mortgage-backed securities ("SMBS") are usually structured with
several classes that receive different proportions of the interest
and principal distributions from a pool of mortgage assets. A
common type of SMBS will have one class receiving all of the
interest from the mortgage assets (an IO), while the other class
will receive all of the principal (a PO). However, in some
instances, one class will receive some of the interest and most of
the principal while the other class will receive most of the
interest and the remainder of the principal. If the underlying
mortgage assets experience greater-than-anticipated or less-than-
anticipated prepayments of principal, the Fund may fail to fully
recoup its initial investment or obtain its initially assumed
yield on some of these securities. The market value of the class
consisting entirely of principal payments generally is unusually
volatile in response to changes in interest rates. The yields on
classes of SMBS that have more uncertain timing of cash flows are
generally higher than prevailing market yields on other mortgage-
backed securities because there is a greater risk that the initial
investment will not be fully recouped or received as planned over
time.
The Fund may invest in another CMO class known as leveraged
inverse floating rate debt instruments ("inverse floaters"). The
interest rate on an inverse floater resets in the opposite
direction from the market rate of interest to which the inverse
floater is indexed. An inverse floater may be considered to be
leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index
rate of interest. The higher degree of leverage inherent in
inverse floaters is associated with greater volatility in their
market values. Accordingly, the duration of an inverse floater may
exceed its stated final maturity.
Certain CMOs may be deemed to be illiquid securities for
purposes of the Fund's 10% limitation on investments in such
securities. The investment adviser limits investments in more
risky CMOs to no more than 5% of its total assets.
Certain Risk Factors Relating to High-Yield (High-Risk) Bonds.
The Fund may, to a limited extent, invest in high-yield (high-
risk) bonds. That is, up to a maximum of 25% of the total value
of the Fund's portfolio of debt securities may be invested in
high-yield bonds or unrated bonds equivalent thereto. These bonds
present certain risks which are discussed below.
Sensitivity to Interest Rates and Economic Changes. High-yield
bonds are very sensitive to adverse economic changes and corporate
developments. During an economic downturn or substantial period
of rising interest rates, highly leveraged issuers may experience
financial stress that would adversely affect their ability to
service their principal and interest payment obligations, to meet
projected business goals, and to obtain additional financing. If
the issuer of a bond defaulted on its obligations to pay interest
or principal or entered into bankruptcy proceedings, the Fund may
incur losses or expenses in seeking recovery of amounts owed to
it. In addition, periods of economic uncertainty and changes can
be expected to result in increased volatility of market prices of
high-yield bonds and the Fund's net asset value.
Payment Expectations. High-yield bonds may contain redemption or
call provisions. If an issuer exercised these provisions in a
declining interest rate market, the Fund might have to replace the
security with a lower yielding security, resulting in a decreased
return for investors. Conversely, a high-yield bond's value will
decrease in a rising interest rate market, as will the value of
the Fund's assets. If the Fund experiences unexpected net
redemptions, this may force it to sell high-yield
bonds without regard to their investment merits, thereby
decreasing the asset base upon which expenses can be spread and
possibly reducing the Fund's rate of return.
Liquidity and Valuation. There may be little trading in the
secondary market for particular bonds, which may affect adversely
the Fund's ability to value accurately or dispose of such bonds.
Adverse publicity and investor perceptions, whether or not based
on fundamental analysis, may decrease the values and liquidity of
high-yield bonds, especially in a thin market.
Investments in Foreign Securities
American Depositary Receipts. American Depositary Receipts
("ADRs") may be issued in sponsored or unsponsored programs. In
sponsored programs, the issuer makes arrangements to have its
securities traded in the form of ADRs; in unsponsored programs,
the issuer may not be directly involved in the creation of the
program. Although the regulatory requirements with respect to
sponsored and unsponsored programs are generally similar, the
issuers of unsponsored ADRs are not obligated to disclose material
information in the United States and, therefore, such information
may not be reflected in the market value of the ADRs.
Foreign Exchange. If a foreign country cannot generate
sufficient earnings from foreign trade to service its external
debt, it may need to depend on continuing loans and aid from
foreign governments, commercial banks, multilateral organizations,
and inflows of foreign investment. The cost of servicing external
debt will also generally be adversely affected by rising
international interest rates because many external debt
obligations bear interest at rates which are adjusted based upon
international interest rates. The ability to service external debt
will also depend on the level of the relevant government's
international currency reserves and its access to foreign
currencies. Currency devaluations may affect the ability of an
obligor to obtain sufficient foreign currencies to service its
external debt.
Foreign Currency Exchange Transactions. The Fund may engage in
foreign currency exchange transactions on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign exchange currency
market, or on a forward basis to "lock in" the U.S. dollar price
of the security. By entering into a forward contract for the
purchase or sale, for a fixed amount of U.S. dollars, of the
amount of foreign currency involved in the underlying
transactions, the Fund attempts to protect itself against possible
loss resulting from an adverse change in the relationship between
the U.S. dollar and the applicable foreign currency during the
period between the date on which the security is purchased or sold
and the date on which related payments are made or received.
The Fund will not enter into forward contracts for longer-
term hedging purposes. The possibility of changes in currency
exchange rates will be incorporated into the long-term investment
considerations when purchasing the investment and subsequent
considerations for possible sale of the investment.
Foreign Markets. Delays in settlement which may occur in
connection with transactions involving foreign securities could
result in temporary periods when a portion of the assets of the
Fund is uninvested and no return is earned thereon. The inability
of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to
settlement problems could result in losses to the Fund due to
subsequent declines in values of the portfolio securities or, if
the Fund has entered into a contract to sell the security,
possible liability to the purchaser. Certain foreign markets,
especially emerging markets, may require governmental approval for
the repatriation of investment income, capital or the proceeds of
sales of securities by foreign investors. The Fund could be
adversely affected by delays in, or a refusal to grant, any
required governmental approval for repatriation of capital, as
well as by the application to the Fund of any restrictions on
investments.
Foreign Debt Securities. Investing in foreign debt securities
will expose the Fund to the direct or indirect consequences of
political, social or economic changes in the industrialized
developing and emerging countries that issue the securities. The
ability and willingness of obligor or the governmental authorities
that control repayment of their external debt to pay principal and
interest on such debt when due may depend on general economic and
political conditions within the relevant country. Additional
country-related factors unique to foreign issuers which may
influence the ability or willingness to service debt include, but
are not limited to, a country's cash flow situation, the
availability of sufficient foreign exchange on the date a payment
is due, the relative size of its debt service burden to the
economy as a whole, and its government's relationships with the
International Monetary Fund, the World Bank and other
international agencies.
INVESTMENT RESTRICTIONS
The Trust has adopted the following fundamental restrictions
relating to the investment of assets of the Fund and other
investment activities. These are fundamental policies and may not
be changed without the approval of holders of the majority of the
outstanding voting shares of the Fund. The Trust's fundamental
investment restrictions provide that the Fund is not allowed to:
(1) Issue senior securities [except that the Fund may borrow
money as described in restriction (9) below].
(2) With respect to 75% of the value of its total assets,
invest more than 5% of its total assets in securities (other than
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities) of any one issuer.
(3) Purchase more than either: (i) 10% in principal amount
of the outstanding debt securities of an issuer, or (ii) 10% of
the outstanding voting securities of an issuer.
(4) Invest more than 25% of its total assets in the
securities of issuers primarily engaged in the same industry. For
purposes of this restriction, gas, gas transmission, electric,
water, and telephone utilities each will be considered separate
industries. This restriction does not apply to obligations issued
or guaranteed by the U.S. Government, its agencies or
instrumentalities.
(5) Purchase or sell commodities, commodity contracts or
real estate, except that the Fund may purchase securities of
issuers which invest or deal in any of the above, and except that
the Fund may invest in securities that are secured by real estate.
This restriction does not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities nor to futures contracts.
(6) Purchase any securities on margin (except that the Trust
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities) or make
short sales of securities or maintain a short position.
(7) Make loans, except through the purchase of obligations
in private placements or by entering into repurchase agreements
(the purchase of publicly traded obligations not being considered
the making of a loan).
(8) Lend its securities.
(9) Borrow amounts in excess of 10% of its total assets,
taken at market value at the time of the borrowing, and then only
from banks as a temporary measure for extraordinary or emergency
purposes, or to meet redemption requests that might otherwise
require the untimely disposition of securities, and not for
investment or leveraging. Securities will not be purchased while
borrowings are outstanding.
(10) Mortgage, pledge, hypothecate or in any manner transfer,
as security for indebtedness, any securities owned or held by the
Fund. This restriction shall not apply to borrowings permitted by
restriction number (9) above.
(11) Underwrite securities of other issuers except insofar as
the Trust may be deemed an underwriter under the Securities Act of
l933 in the sale of restricted securities.
(12) Invest in companies for the purpose of exercising
control.
(13) The Fund is limited to investing no more than 10% of its
assets in illiquid securities (including restricted securities and
repurchase agreements maturing in more than seven days) or in the
securities of issuers which together with any predecessors have a
record of less than three years continuous operation.
The Trust, in regard to the Fund, has also adopted the
following additional investment restrictions that are not
fundamental and may be changed by the Board of Trustees without
shareholder approval. Under these restrictions, the Fund may not:
(1) Participate on a joint (or a joint and several) basis in
any trading account in securities (but this does not prohibit the
"bunching" of orders for the sale or purchase of securities of the
Fund with other accounts advised or sponsored by the adviser or
any of its affiliates to reduce brokerage commissions or otherwise
to achieve best overall execution).
(2) Purchase or retain the securities of any issuer, if, to
the knowledge of the Trust, officers and Trustees of the Trust,
the adviser or any affiliate thereof each owning beneficially more
than .5% of one of the securities of such issuer, own in the
aggregate more than 5% of the securities of such issuer.
(3) Purchase or sell interests in oil, gas, or other mineral
exploration or development programs, or real estate mortgage
loans, except that the Fund may purchase securities of issuers
which invest or deal in any of the above, and except that the Fund
may invest in securities that are secured by real estate
mortgages. This restriction does not apply to obligations or
other securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
(4) Purchase securities of other investment companies with
an aggregate value in excess of 5% of the Fund's total assets,
except in connection with a merger, consolidation, acquisition or
reorganization, or by purchase in the open market of securities of
closed-end investment companies where no underwriter or dealer's
commission or profit, other than customary broker's commission, is
involved, and only if immediately thereafter not more than 10% of
the Fund's total assets, taken at market value, would be invested
in such securities.
If a percentage restriction (for either fundamental or
nonfundamental policies) is adhered to at the time of investment,
a later increase or decrease in percentage beyond the specified
limit resulting from a change in values of portfolio securities or
amount of net assets shall not be considered a violation.
PORTFOLIO TURNOVER
Portfolio turnover is calculated by dividing the lesser of
purchases or sales of portfolio securities during the fiscal year
by the monthly average of the value of the Fund's securities
(excluding from the computation all securities, including options,
with maturities at the time of acquisition of one year or less).
A high rate of portfolio turnover generally involves
correspondingly greater brokerage commission expenses that must be
borne directly by the Fund. Turnover rates may vary greatly from
year to year as well as within a particular year and may also be
affected by cash requirements for redemptions of Fund shares and
by requirements that enable the Fund to receive certain favorable
tax treatments. Portfolio turnover rates, of course, depend in
large part on the level of purchases and redemptions of shares of
the Fund. However, because rate of portfolio turnover is not a
limiting factor, particular holdings may be sold at any time, if
investment judgment or the Fund operations make a sale advisable.
For the years ended October 31, 1997, October 31, 1996 and October
31, 1995, the annual portfolio turnover rates were 45%, 47% and
42%, respectively.
MANAGEMENT OF THE TRUST
Trustees and Officers
The Trustees and executive officers of the Trust and their
principal occupations for the last five years are set forth below.
Unless otherwise noted, the address of each executive officer and
Trustee is 1876 Waycross Road, Cincinnati, Ohio 45240.
<TABLE>
Name, Address Position(s) with Principal Occupation(s)
and Age the Trust During Past Five Years
- ------------- ---------------- -----------------------
<S> <C> <C>
George M. Callard, M.D.* Trustee Professor of Clinical Surgery,
3021 Erie Avenue University of Cincinnati
Cincinnati, Ohio 45208
(Age 64)
George L. Clucas** Trustee, Senior Vice President, UC;
(54) President and Director,President and Chief
Chief Executive Executive Officer, Carillon
Officer Advisers, Inc.("Adviser");
Director, Carillon
Investments, Inc. ("CII")
Theodore H. Emmerich* Trustee Consultant; former Partner,
1201 Edgecliff Pl. Ernst & Whinney, Accountants
Cincinnati, Ohio 45206
(71)
James M. Ewell* Trustee Retired Senior Vice President and
9000 Indian Ridge Road Director, The Procter and Gamble
Cincinnati, Ohio 45243 Company
(82)
Richard H. Finan* Trustee Attorney at Law; President of the
11137 Main Street Ohio State Senate
Cincinnati, Ohio 45241
(63)
Jean Patrice Harrington, Trustee Former Interim President,
S.C.* Cincinnati State Technical and
3217 Whitfield Ave. Community College; Former Executive
Cincinnati, Ohio 45220 Director, Cincinnati Youth
(75) Collaborative; President Emeritus
(formerly, President), College of
Mount St. Joseph
John H. Jacobs** Trustee Executive Vice President, UC; prior
(51) to December, 1992, Officer and
employee, UC
Charles W. McMahon* Trustee Retired Senior Vice President and
Cincinnati, Ohio 45239 Director, UC
2031 W. Galbraith Rd., #E
(78)
Harry Rossi** Trustee Director Emeritus, UC; Director,
8548 Wyoming Club Drive Adviser; former Chairman, President
Cincinnati, Ohio 45215 and Chief Executive Officer, UC
(78)
Stephen R. Hatcher Senior Vice Executive Vice President and Chief
(55) President Financial Officer, UC; prior to
June, 1995, Officer and employee,
UC
John F. Labmeier Vice President Second Vice President, Associate
(49) and Secretary General Counsel and Assistant
Secretary, UC; Vice President
and Secretary, CII; Secretary,
Adviser
Thomas G. Knipper Controller Assistant Controller, UC;
(40) prior to July, 1995, Treasurer
of The Gateway Trust and Vice
President and Controller of
Gateway Advisers, Inc.; prior
to April, 1992, Senior Manager
of Deloitte & Touche.
PJ Barker Assistant Investment Accounting Manager,
(28) Controller UC; prior to June, 1993, Senior
Staff Accountant, Arthur
Andersen LLP.
Joseph A. Tucker Treasurer Assistant to the Treasurer, U.C.
(63)
John M. Lucas Assistant Counsel and Assistant to the
(47) Secretary Secretary, U.C.
</TABLE>
- ----------------
*Trustees identified with an asterisk are members of the Audit
Committee.
**Messrs. Clucas, Jacobs and Rossi are considered to be
"interested persons" of the Fund as defined in the Investment
Company Act of 1940 because of their affiliation with the Adviser.
As of the date of this Statement of Additional Information,
Officers and Trustees collectively owned less than 1% of the
outstanding shares of the Fund. Trustees who are not officers or
employees of the Adviser or any of its affiliates are paid a fee
of $300 (prior to January 1, 1998, $250) plus actual out-of-pocket
expense by the Trust for each meeting of the Board of Trustees
attended, $200 for each meeting of the Board of Trustees held by
telephone conference, and $550 (prior to January 1, 1998, $500)
per calendar quarter ($2,200 annually). Trustees who are members
of the Audit Committee are compensated at the rate of $200 (prior
to January 1, 1998, $150) per Audit Committee meeting. The total
of such fees incurred by the Trust for the year ended October 31,
1997 was $17,606.
<PAGE>
Compensation Table
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Total
Pension or Compensation
Retirement From
Benefits Esitmated Registrant
Aggregate Accrued Annual and Fund
Name of Compensation As Part Benefits Complex*
Person, From of Fund Upon Paid to
Position Registrant Expenses Retirement Trustees
- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C>
George M. Callard, 3,300 N/A N/A 10,600
M.D.
Trustee
George L. Clucas N/A N/A N/A N/A
Trustee
Theodore H. Emmerich 3,300 N/A N/A 10,800
Trustee
James M. Ewell 3,300 N/A N/A 10,600
Trustee
Richard H. Finan 3,300 N/A N/A 10,600
Trustee
Jean Patrice
Harrington, S.C. 3,300 N/A N/A 10,600
Trustee
John H. Jacobs N/A N/A N/A N/A
Trustee
Charles W. McMahon 3,300 N/A N/A 10,600
Trustee
Harry Rossi N/A N/A N/A N/A
Trustee
</TABLE>
*Each of the Trustees also serves as a director of Carillon Fund,
Inc.
INVESTMENT ADVISER
Approval of the Agreement
The Trust has entered into an Investment Advisory Agreement
("Agreement") on behalf of the Fund with Carillon Advisers, Inc.
("Adviser"), whose principal business address is l876 Waycross
Road, Cincinnati, Ohio 45240 (P.O. Box 40407, Cincinnati, Ohio
45240). The Adviser was incorporated under the laws of Ohio on
August 18, l986, and is a wholly-owned subsidiary of UC, a mutual
insurance company organized in 1867 under the laws of Ohio.
Executive officers and directors of the Adviser who are affiliated
with the Trust are George L. Clucas, President and Chief Executive
Officer; Thomas G. Knipper, Treasurer; and John F. Labmeier,
Secretary.
The Agreement was approved by shareholders on February 22,
l989 and approved for continuance each year thereafter by the
Board of Trustees. The Agreement was last continued by the Board
of Trustees on December 17, 1997. The Agreement will continue in
effect from year to year if approved annually by the Trustees or
by a majority of the outstanding shares of the Fund. In either
case, continuance of the Agreement must be approved by a majority
of the Trustees who are not parties to the Agreement or interested
persons (as defined by the l940 Act) of any such party. The
Agreement is not assignable and may be terminated without penalty
by the Fund or the Adviser on 60 days' notice to the other party.
If the question of continuance of the Agreement (or adoption
of any new agreement) is presented to shareholders, continuance
(or adoption) shall be effective only if approved by a majority
vote of the outstanding voting securities.
Responsibilities of the Adviser
Pursuant to the Agreement, the Trust has retained the Adviser
to manage the investment of the Fund's assets, including the
placing of orders for the purchase and sale of the portfolio
securities of the Fund. The Adviser is at all times subject to
the direction and supervision of the Trustees of the Trust.
The Adviser continuously furnishes an investment program for
the Fund, is responsible for the actual management of the Fund and
has responsibility for making decisions to buy, sell or hold any
particular security. The Adviser obtains and evaluates such
information and advice relating to the economy, securities markets
and specific securities as it considers necessary or useful to
continuously manage the assets of the Fund in a manner consistent
with its investment objectives, policies and restrictions. The
Adviser considers analyses from various sources, makes necessary
investment decisions and effects transactions accordingly.
The Agreement provides that the Adviser shall not be liable to
the Trust or to any shareholder for any error of judgment or
mistake of law or for any loss suffered by the Trust or by any
shareholder in connection with matters to which the Agreement
relates, except a loss resulting from willful misfeasance, bad
faith, gross negligence, or reckless disregard on the part of the
Adviser in the performance of its duties thereunder.
Trust Expenses
Under the advisory Agreement, Adviser is required to furnish
at its own expense or to pay the expenses of the Trust for the
following: office space and all necessary office facilities and
equipment; necessary executive and other personnel for managing
the affairs of the Trust, including personnel for the performance
of clerical, accounting and other office functions (exclusive of
those relating to and to be performed under contracts for
custodial, bookkeeping, transfer and dividend-disbursing agency
services by a bank or other service supplier selected to perform
such services); all information and services, other than services
of counsel, required in connection with the preparation of
registration statements and prospectuses, including amendments and
revisions thereto; and all annual, semiannual and periodic
reports, notices and proxy solicitation material furnished to
shareholders of the Trust or regulatory authorities (excluding any
costs of printing or mailing such items).
The Fund pays all other expenses incurred in its operation and
for the general administration of the Fund. Expenses other than
the Adviser's fee that are borne directly include, but are not
limited to, brokerage commissions, dealer markups, expenses
incurred in the acquisition of Fund securities, transfer taxes,
transaction expenses of the custodian, pricing services used by
the Fund, custodian, dividend disbursing agent, transfer agent,
bookkeeping services, pricing, shareholders' and Trustees'
meetings, Trustees' fees, registration fees and costs, fees and
expenses of legal counsel not including employees of the Adviser,
or any affiliate of the Adviser, independent accountants,
membership dues of industry associations, postage, insurance
premiums including fidelity bond, and all other costs properly
payable by the Fund.
Advisory Fee
As full compensation for the services and facilities furnished
to the Fund and expenses of the Trust assumed by the Adviser, the
Fund pays the Adviser a monthly fee based on the average net
assets of the Fund. This fee is computed at the annual rate of
.75% of the first $50,000,000, .65% of the next $100,000,000, and
.50% of all amounts over $150,000,000.
There is no assurance the Fund will reach a net asset level
high enough to realize a reduction in the rate of the advisory
fee. The advisory fees the Fund paid to Adviser for the years
ended October 31, 1997, October 31, 1996 and October 31, 1995
amounted to $337,641, $311,413 and $327,862, respectively.
Administration
The Adviser is responsible for providing certain
administrative functions to the Trust and has entered into an
Administration Agreement with Carillon Investments, Inc. ("CII")
under which CII furnishes substantially all of such services for
an annual fee of .20% of the Trust's average net assets. The fee
is borne by the Adviser, not the Trust. Under the Administration
Agreement, CII is obligated to provide persons for clerical,
accounting, bookkeeping, administrative and other similar
services, to supply office space, stationery and office supplies,
and to prepare tax returns, reports to stockholders, and filings
with the Securities and Exchange Commission and state securities
authorities.
Brokerage Allocation
The Adviser is primarily responsible for the investment
decisions of the Fund, including decisions to buy and sell
securities, the selection of brokers and dealers to effect the
transactions, the placing of investment transactions, and the
negotiation of brokerage commissions. The Fund has no obligation
to deal with any dealer or group of dealers in the execution of
transactions in portfolio securities. In placing orders, it is
the policy of the Trust to obtain the most favorable net results,
taking into account various factors, including price, dealer
spread or commission, if any, size of the transaction, and
difficulty of execution. While the Adviser generally seeks
reasonably competitive spreads or commissions, the Fund will not
necessarily be paying the lowest spread or commission available.
If the securities in which the Fund invests are traded
primarily in the over-the-counter market, where possible, the
Adviser will deal directly with the dealers who make a market in
the securities involved, unless better prices and execution are
available elsewhere. Such dealers usually act as principals for
their own account. On occasion, securities may be purchased
directly from the issuer. Bonds and money market instruments are
generally traded on a net basis and do not normally involve either
brokerage commissions or transfer taxes. The cost of the
securities transactions consists primarily of brokerage
commissions or dealer or underwriter spreads.
While the Adviser seeks to obtain the most favorable net
results in effecting transactions in the Fund securities, dealers
who provide supplemental investment research to the Adviser may
receive orders for transactions by the Trust. Such supplemental
research service ordinarily consists of assessments and analyses
of the business or prospects of a company, industry, or economic
sector. If, in the judgment of the Adviser, the Trust will
benefit by such supplemental research services, the Adviser is
authorized to pay commissions to brokers or dealers furnishing
such services that might be in excess of commissions that another
broker or dealer may charge for the same transaction. Information
so received will be in addition to and not in lieu of the services
required to be performed by the Adviser under the Agreement. The
expenses of the Adviser will not necessarily be reduced as a
result of the receipt of such supplemental information. In some
cases, the Adviser may use such supplemental research in providing
investment advice to its other advisory accounts.
During the years ended October 31, 1997, October 31, 1996 and
October 31, 1995, the Fund paid $38,940, $30,346 and $27,280,
respectively, in brokerage commissions. Of the brokerage
commissions paid during the year ended October 31, 1997, 21% was
paid to brokers furnishing statistical data or research
information. No commissions were paid to affiliates of the Trust.
Other Clients of the Adviser
The Agreement in no way restricts the Adviser from acting as
investment manager or adviser to others. Securities recommended
for purchase for the Trust may also be recommended to other
clients, including registered investment companies, for which the
Adviser acts as an adviser. Because of different investment
objectives or other factors, a particular security may be bought
by one or more of the Adviser's clients, when one or more other
clients are selling the same security. If purchases or sales of
securities for the Fund or other clients of the Adviser arise for
consideration at or about the same time, transactions in such
securities will be made for the Fund and other clients in a manner
deemed equitable to all. To the extent that transactions on
behalf of more than one client of the Adviser during the same
period may increase the demand for securities being purchased or
the supply of securities being sold, there may be an adverse
effect on price.
On occasion when the Adviser deems the purchase or sale of a
security to be in the best interest of the Fund as well as other
clients, it may, to the extent permitted by applicable laws and
regulations, but will not be obligated to, aggregate the
securities to be sold or purchased for the Fund with those to be
sold or purchased for other accounts in order to obtain more
favorable execution and lower brokerage commissions. In that
event, allocation of the securities purchased or sold, as well as
the expenses incurred in the transaction, will be made by the
Adviser in the manner it considers to be equitable and consistent
with its fiduciary obligations to the Trust and to such other
entities. In some cases this procedure may adversely affect the
size of the position obtainable for the Fund.
DETERMINATION OF NET ASSET VALUE
As described in the Prospectus for the Fund, the net asset
value of its shares is determined once daily, Monday through
Friday, at the close of business of the New York Stock Exchange
(presently 4:00 PM Eastern Time) when there are purchases or
redemptions of its shares, except: (i) when the New York Stock
Exchange is closed (currently New Year's Day, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day); and (ii) any day on which
changes in the value of the Fund securities will not materially
affect the current net asset value of its shares. Net asset value
is determined by dividing the Fund's total net assets by the
number of shares outstanding at the time of calculation. Total
net assets are determined by adding the total current value of
portfolio securities, cash, receivables and other assets and
subtracting liabilities.
Securities held by the Fund, except for money market
instruments maturing in 60 days or less, will be valued as
follows: (a) 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 last bid prices; (b) securities traded
only in the over-the-counter market that are not part of the
NASDAQ National Market System are valued at the last bid prices
quoted by brokers that make markets in the securities at the close
of trading on the New York Stock Exchange; and (c) securities and
assets for which market quotations are not readily available are
valued at fair value as determined in good faith by, or under
procedures adopted by, the Board of Trustees.
Money market instruments with a remaining maturity of 60 days
or less held by the Fund are valued on an amortized cost basis.
Under this method of valuation, the instrument is initially valued
at cost (or in the case of instruments initially valued at market
value, at the market value on the day before its remaining
maturity is such that it qualified for amortized cost valuation);
thereafter, the Fund assumes a constant proportionate amortization
in value until maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of
the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price
that would be received upon sale of the instrument.
PERFORMANCE
From time to time the Fund may advertise its "average total
return." These figures will be based on historical earnings and
are not intended to indicate future performance.
TOTAL RETURN - The total return quotation is based upon a
hypothetical $1,000 invested at the public offering price
made at the beginning of 1, 5 or 10 year periods (or
fractional portion thereof). In general, the total return
is computed by finding the average annual compounded rates
of return over the 1-, 5-, and 10-year periods or from the
effective date if the Fund has been in effect less than the
stated periods, that would equate the initial amount
invested to the ending redeemable value. The formula for
determining the total return is P(1+T)(to the nth power)
=ERV P(1+T)(to the nth power)=ERV, where: P = a
hypothetical initial payment of $1000; T = average annual
total return; n = number of years; and ERV = ending
redeemable value of a hypothetical $1000 payment made at
the beginning of the 1, 5 or 10 year periods at the end
of the 1, 5 or 10 year periods (or fractional portion
thereof).
Recurring charges, if any, are prorated among investors.
The flat fee is divided by the average account value per
$1,000 per investor in order to equate the flat fee to a
$1,000 account size basis.
Performance information for the Fund may be compared, in reports
and promotional literature, to: (i) the Standard & Poor's 500
Stock Index ("S&P 500"), or other indices measuring performance of
a pertinent group of securities so that investors may compare the
Fund's results with those of a group of securities widely regarded
by investors as representative of the securities markets in
general; (ii) other investment products tracked by Lipper
Analytical Services, a widely used independent research firm which
ranks mutual funds and other investment companies by overall
performance, investment objectives, and assets, or tracked by
other ratings services, companies, publications, or persons such
as Morningstar who rank investment products on overall performance
or other criteria; (iii) Lehman Brothers U.S. Treasury Composite;
and (iv) the Consumer Price Index (measure for inflation) to
assess the real rate of return from an investment in the Fund.
Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and
management costs and expenses.
Performance Through October 31, 1997
The average total return for the Fund from inception to date
periods ended October 31, 1997 are as follows.
<TABLE>
<CAPTION>
Average Annual Total Return*
Period Ended October 31, 1996
Inception Since
Date 1 Year 5 Years Inception
----------------------------------------
<S> <C> <C> <C> <C>
Carillon Capital Fund 2/28/88 4.5% 9.7% 10.5%
</TABLE>
*Based upon the maximum sales charge of 5%
DISTRIBUTION OF SHARES
Distributor
Carillon Investments, Inc. ("CII"), located at l876 Waycross
Road, Cincinnati, Ohio 45240 (P.O. Box 40409, Cincinnati, Ohio
45240), serves as the principal underwriter of Fund shares.
Pursuant to a Distribution Agreement with the Trust, CII agrees to
use its best efforts to promote, offer for sale and sell the
shares of the Fund to the public on a continuous basis whenever
and wherever it is legally authorized to do so. In so doing, CII
conducts its affairs in accordance with the Conduct Rules of the
National Association of Securities Dealers, Inc. ("NASD").
CII sells Fund shares primarily through its own registered
representatives. CII may, however, authorize the sale of shares
by firms that are registered broker-dealers and are members of the
NASD.
CII receives no compensation on redemption or repurchase of
Fund shares and receives no brokerage commissions or compensation
other than the sales load and administration fee from the Adviser.
CII received $582, $241 and $1,576, respectively, in aggregate
commissions from the sale of Trust shares for the years ended
October 31, 1997, October 31, 1996 and October 31, 1995. Of these
amounts, CII retained $116, $48 and $315 for the respective
periods.
PURCHASE AND REDEMPTION OF SHARES
Sales Charge
Application forms for the purchase of Fund shares can be
obtained from CII or from a broker-dealer that has entered into a
dealer agreement with CII. Shares are sold at the next computed
net asset value with the imposition of a sales load ranging from
5% on investments of less than $50,000 to .5% for investments over
$2,500,000.
Qualifying for a Reduced Sales Charge
As the chart shown in the Prospectus for the Fund indicates,
the percentage sales charge decreases at various break points as
the amount of an investment is increased. Even though an
investment, considered alone, does not qualify for a reduced sales
charge, it may qualify for a reduced charge when made as part of
one or both of the following investment programs:
(a) LETTER OF INTENT: An investor may qualify for a reduced
sales charge by executing a Letter of Intent indicating the total
amount to be invested in Fund shares within the 13-month period
following the date of the Letter. The sales charge made in
connection with each investment during the 13-month period will be
at the rate applicable to the total amount that has been indicated
will be invested during the period. However, a number of shares
sufficient to pay the larger sales charge will be escrowed until
the Letter of Intent is completed.
An existing shareholder should sign a Letter of Intent only
if the amount intended to be invested qualifies for a reduced
sales charge.
Although an investor is not under any legal obligation to
make the investments specified in a Letter of Intent, there is a
provision for a price adjustment in the event that the amount
invested differs from that specified in the Letter. Sufficient
shares would be held in escrow during the period covered by the
Letter to make up any difference in sales price based upon the
amount actually invested. But even if the Letter is not
completed, the sales charge applicable to the investments made
while the Letter is in effect will not be higher than that which
would apply if the Letter had been for the amount actually
invested. The Letter of Intent form is part of the Investment
Application.
(b) RIGHT OF ACCUMULATION AND COMBINED ACCOUNTS: To
determine whether or not a reduced sales charge applies to an
investment, the Fund, when notified to do so by the investor at
the time a purchase is made, takes into account not only the money
then being invested in Fund shares, but also the current net asset
value of all shares already owned by the investor, his or her
spouse and any minor children for whom the investor or spouse is
the custodian.
As an example, assume that an investor already owns Fund
shares with a total net asset value of $40,000 and now wishes to
invest $10,000 more. The reduced sales charge of 4% will apply to
the $10,000 investment.
The aggregate amount invested at one time by the investor,
his or her spouse, and for the accounts of any minor children for
which the investor or spouse is the custodian may be considered a
single purchase for the purpose of computing the sales charge. A
trustee or other fiduciary may likewise aggregate the amounts
invested on behalf of the beneficiaries under a single trust
estate or a single fiduciary account. Such persons are required
to notify the Trust of the shareholder accounts being combined at
the time of investment in order to take advantage of this reduced
sales charge privilege.
Redemptions
The Trust is required to redeem all full and fractional
shares of the Fund at the net asset value per share. Payment for
shares redeemed will generally be made within seven days after
receipt of a proper notice of redemption. The right to redeem
shares or to receive payment with respect to any redemption may
only be suspended for any period during which: (a) trading on the
New York Stock Exchange is restricted as determined by the
Securities and Exchange Commission or such exchange is closed for
other than weekends and holidays; (b) an emergency exists, as
determined by the Securities and Exchange Commission, as a result
of which disposal of portfolio securities or determination of the
net asset value is not reasonably practicable; or (c) the
Securities and Exchange Commission by order permits postponement
for the protection of shareholders. As of October 31, 1997, the
offering price per share was calculated as follows: the net asset
value per share of $13.42, plus the maximum sales charge of 5%,
equals the offering price per share of $14.12.
TAXES
Under the Internal Revenue Code ("Code"), the Fund is a
separate entity for purposes of the "regulated investment company"
provisions of Subchapter M of the Code. The Fund has elected to
be treated as a regulated investment company and, as such, it will
be relieved of federal income tax liability on the amounts it
distributes. In order to qualify as a regulated investment
company, the Fund must: (a) derive at least 90 percent of its
annual gross income from dividends, interest, gains from the sale
of securities or other income derived with respect to investing in
securities; and (b) diversify its holdings so that, at the end of
each fiscal quarter: (i) at least 50% of the market value of its
assets is represented by cash, government securities and other
securities limited in respect of any one issuer to 5% of assets
and to not more than 10% of the voting securities of such issuer;
and (ii) not more than 25% of the value of its assets is invested
in the securities of any one issuer (other than U.S. Government
securities), or of two or more issuers which the Fund controls and
which are in the same or similar trades or businesses or related
trades or businesses.
It is expected, although it is not wholly clear, that any net
gain realized from closing out options on U.S. Treasury securities
or options on futures contracts for such securities will be
considered gain from the sale of securities and, therefore, will
be qualifying income for purposes of the 90 percent requirement.
In order to comply with the diversification and other requirements
of Subchapter M of the Code, the Fund may not be able to buy or
sell certain securities at certain times, so the investments
utilized (and the time at which such investments are purchased and
sold) may be different from what the Fund might otherwise believe
to be desirable.
The Code imposes a 4% nondeductible excise tax on a regulated
investment company to the extent such company does not distribute
at least 98% of its ordinary income and 98% of its capital gains
(both long-term and short-term) each year by the end of such year.
Dividends and distributions will be treated as paid when actually
distributed, except that dividends declared in December payable to
shareholders of record on a specified date in December, and paid
before February 1 of the following year, will be treated as having
been (i) paid by the Fund on the record date and (ii) received by
each shareholder on that date.
The above discussion is informational only and is not to be
considered tax advice. Participants are urged to consult a
competent tax adviser before taking any action which could have
tax consequences.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
Firstar Trust Company, Mutual Fund Services, P.O. Box 701,
Milwaukee, WI 53201-0701, is the custodian and transfer and
dividend disbursing agent for the Trust. Pursuant to its
agreement with the Fund, Firstar Trust Company determines the net
asset value of the Trust's shares on a daily basis and performs
certain other duties.
ADDITIONAL INFORMATION
This Statement of Additional Information and the Prospectus
for the Fund do not contain all the information set forth in the
registration statement and exhibits relating thereto, that the
Trust has filed with the Securities and Exchange Commission,
Washington, D.C., under the Securities Act of l933 and the l940
Act, to which reference is hereby made.
INDEPENDENT AUDITORS
The financial statements of the Fund have been audited by
Deloitte & Touche LLP, 1700 Courthouse Plaza NE, Dayton, Ohio
45402, independent auditors, whose report follows. The financial
statements are included in this Statement of Additional
Information in reliance upon the report of Deloitte & Touche LLP,
given upon their authority as experts in auditing and accounting.
<PAGE>
CARILLON CAPITAL FUND
OF
CARILLON INVESTMENT TRUST
FINANCIAL STATEMENTS
October 31, 1997
<PAGE>
Carillon Capital Fund
Independent Auditor's Report
To the Board of Trustees and Shareholders of
Carillon Capital Fund of Carillon Investment Trust
We have audited the accompanying statement of assets and
liabilities of Carillon Capital Fund, including the schedule of
investments, as of October 31, 1997, the related statement of
operations and the statements of changes in net assets for the
periods presented, and the financial highlights for the three
years in the period then ended. 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 for the other years presented
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
incudes examining, on a test basis, evidence supporting the
amounts and disclosure in the financial statements. Our
procedures included confirmation of securities owned as of October
31, 1997, 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 Carillon Capital Fund
as of October 31, 1997, the results of its operations and the
statements of changes in its net assets for the periods presented,
and the financial highlights for the three years in the period
then ended, in conformity with generally accepted accounting
principles.
Deloitte & Touche LLP
Dayton, Ohio
December 5, 1997
<PAGE>
Carillon Capital Fund
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1997
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Investments in securities, at value $46,690,536
(cost $43,333,917)
Receivables:
Securities sold 446,003
Interest and dividends 273,788
Prepaid expenses and other 1,886
-----------
47,412,213
-----------
LIABILITIES
Investment securities purchased 225,550
Investment advisory fees 30,628
Professional fees 11,074
Portfolio accounting and custody fees 4,782
Trustees fees 487
Printing expenses 2,855
Transfer agency fees 1,280
Bank overdraft 16,194
Other expenses 2,216
-----------
295,066
-----------
NET ASSETS
Paid-in capital 39,849,396
Accumulated undistributed
net investment income 221,155
Accumulated undistributed
net realized gain 3,689,977
Unrealized appreciation, net 3,356,619
-----------
$47,117,147
===========
Shares outstanding (without par value,
unlimited authorization) 3,512,104
Net asset value and redemption price per share $13.42
===========
Offering price per share
(Net asset value per share/.95)* $14.12
===========
</TABLE>
_____________
*A sales charge of 5% is imposed on investments of less than
$50,000. Reduced sales charges apply for investments in excess of
this amount.
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON CAPITAL FUND
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
For the Year Ended
October 31, 1997
<S> <C>
INVESTMENT INCOME
Interest $ 1,827,411
Dividends (net of foreign withholding
taxes of $7,124) 399,795
----------
2,227,206
----------
EXPENSES
Investment advisory fees 337,641
Portfolio accounting fees 28,937
Trustee's fees and expenses 17,606
Custodial fees and expenses 13,362
Registration and filing fees 11,270
Professional fees 19,395
Transfer agent fees 9,811
Other 11,791
----------
449,813
----------
NET INVESTMENT INCOME 1,777,393
----------
REALIZED AND UNREALIZED GAIN/LOSS
Net realized gain on investments 3,633,883
Net change in unrealized
appreciation/(depreciation) of investments (1,139,598)
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS 2,494,285
----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 4,271,678
===========
</TABLE>
The accompanying notes are an integral part of the financial
statements
<PAGE>
CARILLON CAPITAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the Year ended October 31,
1997 1996
<S> <C> <C>
OPERATIONS
Net investment income $ 1,777,393 $ 1,871,475
Net realized gain on investments 3,633,883 3,323,005
Net change in unrealized
appreciation/(depreciation)
of investments (1,139,598) 445,916
----------- -----------
4,271,678 5,640,396
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (1,751,289) (1,913,442)
Net realized gain on investments 3,334,642) (440,569)
----------- -----------
(5,085,931) (2,354,011)
----------- -----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 905,934 950,895
Issued in reinvestment
of dividends 5,085,587 2,353,855
Payments from shares redeemed (931,167) (10,364,075)
----------- -----------
5,060,354 (7,059,325)
----------- -----------
NET INCREASE/(DECREASE)
IN NET ASSETS 4,246,101 (3,772,940)
NET ASSETS
Beginning of year 42,871,046 46,643,986
----------- -----------
End of year $47,117,147 $42,871,046
=========== ===========
Undistributed
Net Investment Income $ 221,155 $ 223,040
=========== ===========
FUND SHARE TRANSACTIONS:
Sold 68,350 71,179
Issued in reinvestment
of dividends 394,234 181,443
Redeemed (69,520) (807,197)
----------- -----------
NET INCREASE/(DECREASE)
FROM FUND SHARE TRANSACTIONS 393,064 (554,575)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
Carillon Capital Fund
Schedule of Investments
OCTOBER 31, 1997
<TABLE>
<CAPTION>
SHARES VALUE
------ -----
<S> <C> <C>
COMMON STOCKS -35.77%
BANKING AND FINANCIAL SERVICES - 8.76%
Banco BHIF ADR 22,000 $ 380,875
Banco Frances Rio PLA-SP ADR 4,000 100,752
BlackRock Strategic Term Trust 25,000 207,813
Chile Fund 9,000 202,500
Deutsche Bank AG Sponsored ADR 5,370 351,936
Fahnestock Viner Holdings Incorporated 19,000 362,188
FPIC Insurance Group Incorporated* 15,000 446,250
Hyperion 1999 Term Turst 100,000 681,250
Income Opportunity Fund 1999 30,000 283,125
Income Opportunity Fund 2000 26,000 245,375
Korea Fund Incorporated 15,960 130,672
New Germany Fund 23,312 348,223
Templeton Global Income
Fund Incorporated 29,000 217,500
Washington Federal Incorporated 5,800 171,100
-----------
4,129,559
-----------
CAPITAL GOODS - 2.00%
AGCO Corporation 10,000 290,000
Lindsay Manufacturing Company 15,057 653,097
-----------
943,097
-----------
CONSUMER CYCLICAL - 3.78%
CPAC Incorporated 35,000 358,750
Griffon Corporation* 18,000 284,625
NCI Building Systems Incorporated 11,000 400,813
Strattec Security Corporation* 14,000 381,500
Winsloew Furniture Incorporated* 25,000 353,906
-----------
1,779,594
-----------
CONSUMER NON-DURABLE - 2.71%
Complete Management Incorporated 18,000 312,750
GT Bicycles Incorporated* 20,000 136,250
ICN Pharmaceuticals, Incorporated 6,800 327,250
Nam Tai Electronics* 12,000 245,625
Vtech Holdings Limited* 13,000 253,962
-----------
1,275,837
-----------
ENERGY - 3.48%
Cross Timbers Oil Company 7,500 200,156
Domain Energy Corporation* 2,150 37,088
Giant Industries Incorporated 19,000 340,813
KCS Energy Incorporated 18,500 486,781
YPF SA Sponsored ADR 18,000 576,000
-----------
1,640,838
-----------
MANUFACTURING - 5.93%
AEP Industries, Incorporated* 11,169 357,408
BWAY Corporation * 16,500 316,594
Carbide Graphite Group Incorporated* 18,000 641,250
Coeur D Alene Mines* 15,000 155,625
De Beers Cons. Mines ADR 8,000 192,000
Northwest Pipe Company* 18,400 446,200
Royal Oak Mines Incorporated* 45,000 106,875
York Group, Incorporated 18,000 418,500
Zeigler Coal Holding Company 9,100 162,663
-----------
2,797,115
-----------
REAL ESTATE - 6.21%
Associated Estates Realty Corporation 20,000 458,750
City Developments Limited ADR 25,000 104,892
Evans Withycombe Residential 10,000 252,500
Merry Land & Investment Company 18,000 392,625
Mid-America Apartment Communities
Incorporated 12,000 339,000
Pacific Gulf Properties 14,500 328,063
Trinet Corporate Realty Trust 10,000 361,875
United Dominion Realty Trust 25,000 346,875
Winston Hotels, Incorporated 25,000 340,625
-----------
2,925,205
-----------
SERVICE - .67%
Devon Group Incorporated* 8,000 314,000
-----------
TECHNOLOGY - 1.70%
AFC Cable Systems Incorporated* 10,625 301,484
Axiohm Technology* 1,730 28,761
Cabbies Corporation* 5,000 121,250
Vertex Communications Corporation* 13,900 350,106
-----------
801,601
-----------
TRANSPORTATION - .53%
Northwest Airlines Corporation* 5,500 247,500
-----------
Total Common Stock (cost $14,000,612) 16,854,346
-----------
PREFERRED STOCK - .60%
Freeport McMoRan Copper & Gold Series 10,000 281,250
-----------
Total Preferred Stock (cost $347,887)
FOREIGN STOCK - .92%
NORWAY - .48%
Petrolia Drilling ASA* 50,000 224,981
-----------
MALAYSIA - .44%
Bumi Armada Berhad* 150,000 206,866
-----------
Total Foreign Stock (cost $481,405) 431,847
-----------
U.S. TREASURY OBLIGATIONS - 16.37%
<CAPTION>
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
U.S. TREASURY NOTES - 16.37%
5.750% due 12/31/98
$ 500,000 $ 500,781
6.375% due 01/15/99 1,000,000 1,008,750
6.250% due 02/15/03 500,000 510,469
5.750% due 08/15/03 750,000 747,891
5.875% due 02/15/04 1,200,000 1,204,875
7.250% due 05/15/04 800,000 860,750
7.875% due 11/15/04 1,800,000 2,005,875
7.500% due 02/15/05 800,000 875,750
-----------
Total U.S. Treasury Notes
(cost $7,411,112) 7,715,141
-----------
COLLATERALIZED MORTGAGE
OBLIGATIONS - 12.11%
FEDERAL HOME LOAN MORTGAGE
CORPORATION - 3.87%
1422 FA (6.080% due 11/15/07)<F1> $ 500,000 $ 490,876
1662 H (6.250% due 01/15/09) 265,102 262,697
1559 VP (5.500 % due 02/15/20) 510,000 499,367
1631 SB (5.985% due 12/15/23)<F1> 755,000 569,971
-----------
1,822,911
-----------
FEDERAL NATIONAL
MORTGAGE ASSOCIATION - 8.24%
Remic 93-12 ED (7.500% due 02/25/06) 1,000,000 1,042,745
Remic 92-18 HC (7.500% due 03/25/07) 400,000 414,680
Remic 93-163 PN (7.000% due 07/25/07) 250,000 257,866
Remic 92-119 E (8.000% due 07/25/20) 500,000 514,834
Remic 92-112 E (8.000% due 12/25/20) 780,000 808,863
Remic 93-127 FA
(5.390% due 10/25/21)<F1> 500,000 483,056
Remic 92-66 F
(6.188% due 05/25/22)<F1> 360,967 362,372
-----------
3,884,416
-----------
Total Collateralized Mortgage
Obligations (cost $5,613,229) 5,707,327
-----------
MORTGAGE BACKED SECURITIES - 6.04%
FEDERAL HOME LOAN
MORTGAGE CORPORATION - 1.73%
7.500% due 06/01/07 37,654 38,185
8.250% due 03/01/12 105,585 109,083
8.500% due 03/01/16 158,728 166,427
7.500% due 07/01/17 59,910 61,273
11.000% due 04/01/19 124,814 140,590
10.500% due 05/01/19 114,807 125,929
11.000% due 11/01/19 153,449 172,845
-----------
814,332
-----------
FEDERAL NATIONAL
MORTGAGE ASSOCIATION - 3.72%
9.500% due 09/01/05 21,186 22,203
6.000% due 12/01/08 282,057 278,213
5.500% due 01/01/09 296,880 287,264
6.000% due 03/01/09 219,796 216,800
5.500% due 04/01/09 204,212 197,242
7.000% due 03/01/26 460,067 461,893
6.500% due 02/01/26 293,526 288,643
-----------
1,752,258
-----------
GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION - .59%
10.250% due 04/15/16 21,166 22,992
9.000% due 11/15/16 89,216 96,857
9.500% due 05/15/18 46,889 50,742
9.000% due 12/15/19 100,890 109,335
-----------
279,926
-----------
Total Mortgage-Backed Securities
(cost $2,670,710) 2,846,516
-----------
CORPORATE BONDS AND NOTES - 2.01%
TECHNOLOGY - .78 %
Lowen Group International Incorporated
(8.250% due 04/15/03) 350,000 $ 367,731
-----------
UTILITIES - 1.23%
New Orleans Public Service
Incorporated (8.670% due 04/01/05) 300,000 304,391
TCI Communications Incorporated
(8.650% due 9/15/04) 250,000 273,787
-----------
578,178
-----------
Total Corporate Bonds (cost $900,762) 945,909
SHORT-TERM INVESTMENTS - 25.27%
VARIABLE RATE
DEMAND NOTES<F2> - 25.27%
American Family
Financial Services, Incorporated
(5.155% due 11/05/97) $ 2,225,178 $ 2,225,178
General Mills, Incorporated
( 5.155% due 11/04/97) 560,684 560,684
Johnson Controls Incorporated
(5.185% due 11/04/97) 2,604,105 2,604,105
Pitney Bowes Credit Corporation
(5.164% due 11/04/97) 2,313,621 2,313,621
Sara Lee Corporation
(5.144% due 11/04/97) 1,747,761 1,747,761
Warner Lambert Company
(5.136% due 11/05/97) 1,887,108 1,887,108
Wisconsin Electric Power Corporation
(5.205% due 11/05/97) 569,743 569,743
-----------
11,908,200
-----------
Total Short-Term Investments
(cost $11,908,200)
TOTAL INVESTMENTS - 99.09%
(cost $43,333,917) 46,690,536<F3>
-----------
OTHER ASSETS AND LIABILITIES - .91% 426,611
-----------
TOTAL NET ASSETS - 100.00% $47,117,147
===========
- --------------
*Non-income producing
(ADR) American Depository Receipt
<FN>
<F1> Interest rates vary periodically based on current market
rates. Rates shown are as of October 31, 1997.
<F2> 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 shown is as of October 31, 1997
<F3> Gross unrealized appreciation and depreciation of securities
at October 31, 1997 for financial reporting purposes was
$4,322,865 and $966,246 respectively; tax amounts were
substantially the same.
</FN>
</TABLE>
The accompanying notes are an integral part of the financial
statements.
<PAGE>
CARILLON CAPITAL FUND
NOTES TO FINANCIAL STATEMENTS
October 31, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Carillon Capital Fund (the Fund) is a series of Carillon
Investment Trust (the Trust) registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end
management investment company. The Fund seeks to provide 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 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 traded on securities 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 of valuation, or if there were
no reported sales on that date, the last bid price. 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 such 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 Trustees. Money market
instruments with a remaining maturity of 60 days or less 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 accretion of discounts is recognized currently under
the effective interest method. Amortization of premiums is
recognized currently under the straight-line method. Gains and
losses on sales of investments are calculated on the identified
cost basis for financial reporting and tax purposes. The cost of
investments is substantially the same 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 substantially all of its
net investment income and any net realized capital gains.
Therefore, no provision for income or excise taxes has been
recorded.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS - Dividends from net
investment income are declared and paid quarterly by the Fund.
Net realized capital gains are distributed periodically, no less
frequently than annually. Dividends from net investment income
and capital gains distributions are recorded on the ex-dividend
date. All dividends and distributions are automatically
reinvested in additional shares of the Fund at the net asset value
per share unless the shareholder requests such dividends and
distributions be paid in cash.
The amount of dividends and 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. Dividends and distributions which
exceed net investment income and net realized capital gains for
financial reporting purposes but not for tax purposes are reported
as dividends 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.
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. 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 on a daily basis, at an annual
rate of .75% of the first $50,000,000, .65% of the next
$100,000,000, and .50% of all amounts over $150,000,000 of the net
assets of the Fund.
The Investment Advisory Agreement provides that if, in any
calendar quarter, the total of all ordinary business expenses
applicable to the Trust should exceed the expense limitations as
required by any applicable state law, the Adviser will reimburse
the Trust for such excess. No such reimbursements were required
for the periods presented in the financial statements.
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. The
fee is borne by the Adviser, not the Fund.
DISTRIBUTION AGREEMENT - The Distributor serves as the principal
underwriter of the shares of the Trust pursuant to a Distribution
Agreement with the Trust. Under the terms of this agreement, the
Distributor will pay all expenses related to selling and
distributing the Trust's shares, including preparing, printing and
mailing sales materials. The Distributor receives a percentage of
the offering price of fund shares sold to unaffiliated parties
ranging from 5% on investment of less that $50,000 to .5% on
investments in excess of $2,500,000. During the year ended
October 31, 1997, the Distributor received commission of $116.
OTHER - At October 31, 1997, The Union Central Life Insurance
Company (Union Central) owned 1,177,610 shares of the Fund and
certain Union Central employee benefit plans owned 1,626,439
shares of the Fund. Together these interests represent a
controlling person of the Fund and is able to cast a deciding vote
on matters submitted to a vote of the Fund's shareholders.
Union Central owns all of the outstanding stock of Carillon
Investments, Inc. and Carillon Advisers, Inc.
Each trustee who is not affiliated with the Adviser receives fees
from the Trust for services as a trustee.
NOTE 3 - SUMMARY OF PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of securities for the year ended October 31,
1997, excluding short-term securities, follow:
<TABLE>
<CAPTION>
Cost of Proceeds
Purchases from Sales
--------- ----------
<S> <C> <C>
Common Stocks $12,136,773 $12,317,029
U.S. Government Securities 3,213,023 3,024,567
Corporate Bonds 398,904 2,913,729
----------- -----------
$15,748,700 $18,255,325
=========== ===========
</TABLE>
NOTE 4 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock outstanding
throughout the year.
<TABLE>
Year ended October 31,
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year $13.75 $12.70 $13.01 $13.00 $12.45
------ ------ ------ ------ ------
Investment Operations:
Net investment income .51 .60 .52 .35 .42
Net realized
and unrealized gain .75 1.17 .73 .16 1.27
------ ------ ------ ------ ------
Total from
Investment Operations 1.26 1.77 1.25 .51 1.69
------ ------ ------ ------ ------
Distributions:
Net investment income (.52) (.60) (.51) (.32) (.42)
Net realized gain (1.07) (.12) (1.05) (.18) (.72)
------ ------ ------ ------ ------
Total Distributions (1.59) (.72) (1.56) (.50) (1.14)
Net Asset Value,
End of year $13.42 $13.75 $12.70 $13.01 $13.00
====== ====== ====== ====== ======
Total Return<F1> 9.94% 14.38% 10.88% 4.56% 14.50%
Ratios/Supplemental Data:
Net Assets,
End of year (000's) $47,117 $42,871 $46,644 $41,849 $33,863
Ratio of Expenses to
Average Net Assets 1.00% 1.02% 1.01% 1.05% 1.11%
Ratio of Net Investment
Income to Average Net Assets 3.95% 4.52% 4.44% 3.89% 3.35%
Portfolio Turnover Rate 45.40% 47.43% 42.07% 53.20% 43.35%
Average Commission
Rate Paid<F2> $ .0529 $ .0631
<FN>
<F1> Assumes sales load is not imposed on either initial investment or
reinvestment of distributions.
<F2> 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>
FEDERAL INCOME TAX INFORMATION (unaudited)
During the year ended October 31, 1997, the Fund made total
distributions of $1.59 per share, of which $.52 per share is from
investment income and $1.07 per share is from net realized gains.
Of the $.52 per share, 13% qualified for the dividends-received
deduction for corporations.
