Registration Nos. 33-16665
811-5293
- ------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 14 X
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16 X
CARILLON INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
1876 Waycross Road, Cincinnati, Ohio 45240
(Address of Principal Executive Offices)
(513) 595-2600
(Registrant's Telephone Number)
John F. Labmeier, Esq.
Carillon Investment Trust
1876 Waycross Road
Cincinnati, Ohio 45240
(Name and Address of Agent for Service)
Copy to:
Sutherland, Asbill & Brennan, L.L.P.
1275 Pennsylvania Ave., N.W.
Washington, D.C. 20004
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b) of Rule 485
X on February 28, 1999 pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(1) of Rule 485
on (date) pursuant to paragraph (a)(1) of Rule 485
75 days after filing pursuant to paragraph (a)(2) of Rule 485
on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
PROSPECTUS
Carillon Capital Fund
of
Carillon Investment Trust
Carillon Capital Fund (the "Fund") is an investment portfolio of
Carillon Investment Trust (the "Trust"). The Fund is a
diversified, open-end management investment company, commonly
known as a "mutual fund".
The Fund's investment objective is to seek 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 stocks, investment-grade debt, junk bonds and money
market instruments.
As a result of the market risk inherent in any investment, there
is no assurance that the Fund will realize its investment
objective. Investments in the Fund are neither insured nor
guaranteed by the U.S. Government or any other entity or person.
-----------------------
The Securities and Exchange Commission has not approved or
disapproved the Fund's securities and has not determined that
this Prospectus is complete or accurate. It is a crime for
anyone to tell you otherwise.
February 28, 1999
<PAGE>
TABLE OF CONTENTS
Page
RISK/RETURN SUMMARY -- OBJECTIVE, PRINCIPAL
STRATEGIES, AND RISKS ................................. 3
RISK/RETURN SUMMARY: FUND PERFORMANCE ................. 5
RISK/RETURN SUMMARY: FEE TABLE ........................ 6
THE FUND'S OBJECTIVE .................................... 7
PRINCIPAL RISKS TO INVESTORS ............................ 9
MANAGEMENT OF THE TRUST .................................12
SHAREHOLDER INFORMATION .................................13
DIVIDENDS AND DISTRIBUTIONS .............................17
TAXES ..................................................17
PREPARING FOR YEAR 2000 .................................18
FINANCIAL HIGHLIGHTS ....................................19
<PAGE>
RISK/RETURN SUMMARY -- OBJECTIVE, PRINCIPAL STRATEGIES, AND RISKS
Fund's Investment To provide the highest total return through
Objective: 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. We cannot change this objective
without shareholder approval.
Principal The Fund invests in a mixture of stocks,
Investment investment grade bonds, high-yield bonds
Strategies: (commonly known as "junk bonds"), foreign
equity and debt securities, and money market
instruments. The investment adviser will
select investments based on its perception
of an investment's fundamental value, the
historical returns of stocks, bonds and the
money market, and other market factors.
The Fund buys securities the investment
adviser believes have a reasonable chance of
capital appreciation, and/or the investment
adviser believes will provide a reasonable
amount of income relative to investment
risk. The Fund favors smaller
capitalization, historically profitable
stocks that are temporarily out of favor.
The Fund holds securities until the
investment adviser believes that the risk
and return, or the fundamentals of the
security, have materially changed. The Fund
will sell a security when the investment
adviser believes that the security has met
its overall investment objective, its
fundamentals have materially changed, or it
no longer fits in the Fund's overall
portfolio.
The Fund's debt holdings will primarily
consist of "investment grade" corporate
bonds rated BBB or higher by Standard &
Poor's, or Baa or higher by Moody's. The
investment adviser may invest up to 25% of
the Fund's assets in junk bonds. Junk bonds
typically carry a higher yield, but also
tend to have a higher risk of default.
The Fund does not guarantee any asset
allocation; it may at any time be 100%
invested in stocks, debt securities or the
money market. However, a typical
distribution under historic market
conditions tends toward 63% stocks, 30% debt
and 7% money market. The investment adviser
will consider the following factors in
making its allocation decisions:
- its perception of the relative value
between stocks, bonds and the money
market;
- its perception of the risks and returns
between asset classes at any point in
time;
- prudent asset diversification; and
- monetary policy, equity momentum and
market cycles.
The investment adviser will not invest more
than 35% of the Fund's assets in foreign
securities. It will not invest more than
20% of the Fund's assets in what it
considers to be a major foreign country, or
more than 5% of the Fund's assets in an
emerging market country.
Principal Risks The net asset value of Fund shares rises or
to Investors: falls along with changes in the market
values of the securities owned by the Fund.
These values can be affected by general
risks that affect any investment in a free
market, such as changes in the economy as a
whole, changes in interest rates, or changes
in the market's perception of securities
that the Fund holds. You may lose money.
Market changes may be rapid, unpredictable
and unrelated to particular issuers. The
Fund's investment adviser may fail to
identify stocks or bonds that produce
capital growth. The investment adviser may
not properly ascertain the appropriate mix
of securities for any particular economic
cycle.
Junk bonds can be especially sensitive to
changes in interest rates and other economic
factors. Issuers of junk bonds may default
on interest or principal payments, or may go
bankrupt.
Foreign securities involve additional risks,
such as political, economic or regulatory
factors in foreign countries that affect the
securities or their issuers. Many of the
foreign markets in which the Fund invests
are less liquid, more volatile, and less
subject to governmental supervision than the
U.S. markets. The Fund's foreign
investments can also be affected by changes
in foreign currency markets.
Who May Want Risk-oriented investors who are willing to
To Invest: accept investment risk in the pursuit of a
higher level of total return, who have a
longer time horizon, and who are willing to
risk volatility over the short term. By
itself, the Fund is not a balanced
investment program.
Who Should Not Investors who seek a regular and stable
Invest: income to meet current expenses, or any
investor who requires stability of
principal.
<PAGE>
RISK/RETURN SUMMARY: FUND PERFORMANCE
The chart and table below show how an investment in the Fund has
varied over time. The returns shown assume that any dividends
and distributions have been reinvested in the Fund.
The table compares the Fund's annual performance over the periods
shown with the S&P 500 Stock Index, a widely known unmanaged
index of stock performance. Although past performance does not
necessarily indicate how the Fund will perform in the future,
this information can give you some indication of the risk of your
investment in the Fund.
Year-By-Year Returns(1) as of 12/31 Each Year
[The bar chart displayed here shows the Total Returns for the
calendar years as follows:
26.48%, 1989
-0.58%, 1990
26.46%, 1991
7.85%, 1992
14.11%, 1993
1.37%, 1994
14.85%, 1995
14.97%, 1996
6.69%, 1997
-6.19%, 1998 ]
- -----------
(1) The bar chart does not reflect sales loads. If it did,
returns would be lower than those shown.
Best Quarter: First Quarter 1991 13.57%
Worst Quarter: Third Quarter 1990 -9.82%
Average Annual Total Returns as of December 31, 1998
Average Annual Total Returns as of December 31, 1998
[CAPTION]
<TABLE>
One Five Ten Life of
Year Years Years Fund<F3>
<S> <C> <C> <C> <C>
Carillon Capital Fund -6.19% 6.02% 9.17% 9.19%
S&P 500 28.58% 24.03% 19.17% 18.30%
<FN>
<F3> The Fund commenced operations on February 23, 1988.
</FN>
</TABLE>
The table shows the Fund's performance over various periods of
time as compared to the S&P 500 Stock Index. This should provide
you with a basis to compare the Fund's performance with that of
the market.
RISK/RETURN SUMMARY: FEE TABLE
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if
you buy and hold shares of the Fund.
Shareholder Fees (paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)................... 5.00%
Annual Fund Operating Expenses (expenses that are deducted from
Fund assets)
Management Fees ....................................... 0.75%
Other Expenses ........................................ 0.36%
Total Annual Fund Operating Expenses .................. 1.11%
Example
This example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all your shares at the end
of those periods. The Example also assumes that your investment
has a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------
Expenses $158 $387 $634 $1,339
THE FUND'S OBJECTIVE
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.
There can be no assurance that the Fund's investment objective
will be realized.
How the Fund Pursues its Objective
The investment adviser will invest the Fund's assets in stocks,
bonds, and money market instruments. The Fund is a "total
return" fund, meaning that the investment adviser considers both
growth and income.
The investment adviser will decide on the proportion of Fund
assets to invest in different kinds of securities based on its
analyses of fundamental value; historical long term returns among
equity, debt and the money market; and other market influencing
factors. There are no percentage limitations on the class of
securities in which the Fund may invest. The Fund may be
invested entirely in stocks, entirely in bonds, entirely in the
money market, or in any combination of these securities at the
sole discretion of the investment adviser, subject only to the
investment objective and the policies adopted by the Board of
Trustees.
The investment adviser will consider, over both the short and the
long term, the following aspects of an investment:
- corporate profitability;
- short and long-term interest rates;
- stock price-to-earnings ratios for the market as a whole,
and for individual stocks; and
- inflation rates.
Unless otherwise specified, the Fund's investment policies and
restrictions are not fundamental policies and may be changed
without shareholder approval.
Equity Securities
The investment adviser will consider a combination of several
themes in order to diversify the Fund's equity investment
exposure. Most of the Fund's stock investments 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; or
-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 U.S. Government debt and corporate debt. The Fund's
corporate debt investments will primarily be in "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 that the investment adviser considers to have
equivalent credit quality.
Up to 25% of the Fund's assets may be invested in debt securities
that are below investment grade, commonly known as "junk bonds."
Junk bonds have a higher yield than investment grade bonds, but
they are a riskier investment. They are considered to have
speculative characteristics, and are subject to greater market
fluctuations and risk of loss of income and principal than lower
yielding fixed-income securities.
As of January 31, 1999, the Fund held long-term debt securities
rated as follows:
<TABLE>
<CAPTION>
Moody's/Standard & Poor's % of Long-Term Debt
<S> <C>
Aaa/AAA 45.0%
Aa/AA 0.0%
A/A 16.5%
Baa/BBB 21.3%
Less than investment grade 17.2%
</TABLE>
The investment adviser anticipates that average maturity of the
Fund's long-term debt securities will not exceed 15 years. The
precise term to maturity will depend upon general market and
economic conditions.
Foreign Securities
The investment adviser may invest up to 35% of the Fund's assets
in foreign securities. These include equity and debt securities
of corporate issuers whose principal stock or bond exchange
listing is outside of the United States, American Depositary
Receipts ("ADRs") that hold such securities, and bonds issued by
foreign governments or foreign government agencies.
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 of securities of issuers in any single
country. The Fund may invest up to 20% of its assets in any
single "major foreign country," and up to 5% of its assets in any
single "other foreign country," otherwise known as an "emerging
market." The Fund may invest up to 35% of its net assets in
emerging market countries collectively. For the purposes of this
document a "major foreign country" is defined as Canada, The
United Kingdom, Germany, France, Italy, Switzerland, Netherlands,
Spain, Belgium, Mexico, Argentina, Chile, Brazil, Australia,
Japan, Singapore, New Zealand, Hong Kong, Sweden and Norway.
Money Market Investments
The Fund may at any time be 100% invested in money market
instruments. Typically, however, the Fund will invest on a
limited basis in these instruments. The investment adviser may
temporarily increase the Fund's investment in the money market as
a holding place for cash pending investment or distribution.
In response to adverse market, economic or political conditions,
the investment adviser may invest Fund assets in money market and
short-term debt securities as a temporary defensive position. If
the Fund takes such a position, it may not be achieving its
investment goal.
PRINCIPAL RISKS TO INVESTORS
Stock Market Risks
Investors could lose money in the Fund's equity investments, or
the Fund's performance could fall below other possible
investments, if any of the following occurs:
- The U.S. or foreign stock markets go down
- Smaller capitalization, historically profitable, lower
price earnings stocks which the Fund favors, are
temporarily out of favor
- An adverse event such as a negative press report about a
company's earnings in the Fund's portfolio depresses the
value of the company's stock
- The investment adviser's judgment about the value or
potential appreciation of a particular stock proves to be
incorrect
- Issuers pay lower dividends than expected, or pay no
dividends at all
- Industry groups favored by fund management may experience
adverse economic conditions
Debt Risks
Investors could lose money in the Fund's debt investments, or the
Fund's performance could fall below other possible investments,
if any of the following occurs:
- Interest rates go up causing the market values of debt
securities in the Fund to fall (market risk)
- The issuer of a debt security in the Fund faces economic
problems and it defaults on its obligation to pay
principal or interest, has its credit rating downgraded,
or is perceived by the market to be less creditworthy
(credit risk)
- As a result of declining interest rates, the issuer of a
security exercises its right to prepay principal forcing
the Fund to reinvest in lower-yielding securities ("call
risk")
- As a result of rising interest rates the issuer of a
security exercises its right to pay principal later than
scheduled which will lock in a below-market interest rate
and reduce the value of the security ("extension risk")
- The investment adviser's judgment about the value or
potential appreciation of a particular bond proves to be
incorrect ("manager's/selection risk")
Junk Bond Risks
Besides the Debt Risks listed above, there are particular risks
associated with junk bonds. Junk bonds generally include any
bonds rated Ba or below by Moody's, or rated BB or below by
Standard & Poor's, or unrated bonds which the Fund's investment
adviser considers to be of equivalent quality. The Fund may
invest up to 25% of the total value of its portfolio in junk
bonds at or below these ratings. Generally, the lower the
rating, the higher the interest rate, but the higher the risk as
well.
Junk bonds are speculative and have only an adequate capacity to
pay principal and interest. Junk bonds can be very sensitive to
changes in interest rates, the economy, and corporate
developments. Issuers of junk bonds may default on payments of
interest or principal, and the Fund may lose money on such
investments. Even if no issuer defaults, the Fund can still lose
money on junk bond investments because of changes in market
prices.
Junk bonds tend to be less liquid and may be more difficult to
value or sell. There may be little trading in the secondary
market for particular bonds, which may adversely affect the
Fund's ability to value precisely or dispose of such bonds.
Adverse publicity and investor perceptions, whether or not based
on fundamental analysis, may decrease the values and liquidity of
junk bonds, especially in a thin market.
Junk bonds may contain redemption or call provisions. If an
issuer were to exercise 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. If the Fund were to experience unexpected net
redemptions due to fund specific or market related events, it
could be forced to dispose of investments, thereby decreasing the
asset base upon which expenses could be spread and possibly
reducing the Fund's rate of return.
Foreign Market Risks
Investing in foreign securities, and particularly those of
emerging markets, also involves risk. Investors could lose money
on their investments, or the Fund may not perform as well as
other investments, because of the following risks:
- Currency fluctuations may negatively impact the Fund's
portfolio even if the foreign stock has not declined in
local currency value
- Balances of payments, other economic and financial
conditions, government intervention and other factors
could affect a foreign obligor's ability to make timely
payments on its external debt obligations
- In a changing market, the Fund may be delayed in selling,
or may not be able to sell, securities in desired amounts
at prices it considers reasonable
- Stock prices in countries selected by the Fund may decline
- The government of a country selected by the Fund may
impose restrictions on currency conversion or trading
- Relationships among a country selected for investment by
the Fund, and other countries, could change and negatively
impact stock or currency values
It may be harder to obtain public information about a foreign
security or issuer than in the U.S. Unfavorable political,
economic or regulatory factors, including foreign taxation, may
affect an issuer's ability to repay principal, interest or
dividends. In addition, many emerging market countries have
experienced substantial rates of inflation for many years, which
may adversely effect the economies and securities markets of
those countries. If a foreign issuer defaulted on its
obligation, it could be difficult to obtain or to enforce a legal
judgment against the issuer.
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.
Euro Conversion
On January 1, 1999, certain participating countries in the
European Economic Monetary Union adopted the "Euro" as their
official currency. Other EU member countries may convert to the
Euro at a later date. As of January 1, 1999, governments in
participating countries issued new debt and redenominate existing
debt in Euros; corporations may choose to issue stocks or bonds
in Euros or national currency. The new European Central Bank
(the "ECB") will assume responsibility for a uniform monetary
policy in participating countries. Euro conversion risks that
could affect the Funds' foreign investments include: (1) the
readiness of Euro payment, clearing, and other operational
systems; (2) the legal treatment of debt instruments and
financial contracts in existing national currencies rather than
the Euro; (3) exchange-rate fluctuations between the Euro and
non-Euro currencies during the transition period of January 1,
1999 through December 31, 2001 and beyond; (4) potential U.S. tax
issues with respect to Fund securities; and (5) the ECB's
abilities to manage monetary policies among the participating
countries.
Money Market Risks
Because interest rates on money market instruments fluctuate in
response to economic factors, rates on the Fund's short-term
investments will vary, rising or falling with short-term interest
rates generally. Yields from short-term securities may be lower
than yields from longer-term securities. Also, the value of the
Fund's securities varies inversely with interest rates, the
amount of outstanding debt and other factors. This means that the
value of the Fund's investments increases as short-term interest
rates fall and decreases as short-term interest rates rise.
The Fund's Money Market investments may be unprofitable in a time
of sustained high inflation. There is uncertainty in every
investment. Therefore, you may lose money because of the Fund's
Money Market investments.
Asset Allocation Risk
In order to meet the Fund's investment objectives, the investment
adviser must determine the proper mix of equity, debt and money
market securities. It may not properly ascertain the appropriate
mix of securities for any particular economic cycle. Also, the
timing of movements from one type of security to another could
have a negative effect on the Fund's overall objective.
Portfolio Turnover
For the year ended October 31, 1998, the annual portfolio
turnover rate was 75.5%. Portfolio turnover means the rate at
which the securities held by the Fund are replaced. The higher
the rate, the higher the transactional and brokerage costs,
unless the securities traded can be bought and sold without the
Fund paying commission.
The investment adviser manages the Fund 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. See "Taxes," page 17.
MANAGEMENT OF THE TRUST
Investment Adviser
Carillon Advisers, Inc. (the "Adviser") serves as the Trust's
investment adviser under an Investment Advisory Agreement
("Agreement") originally dated December 30, 1987.
The 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. The Adviser is a wholly-owned subsidiary of
The Union Central Life Insurance Company ("Union Central"), a
mutual life insurance company organized in 1867 under the laws of
Ohio.
The Agreement provides that, subject to the control and direction
of the Board of Trustees, the Adviser will manage the investment
and reinvestment of the assets of the Fund in accordance with its
investment objectives and policies. In addition, the Adviser
agrees to formulate and implement a continuing program for the
management of the Fund's assets. The Agreement requires the
Adviser to make and execute all investment decisions, and to
place orders for the purchase and sale of securities with or
through such brokers, dealers or issuers as it may select.
The Agreement also requires the Adviser to furnish or to provide
to the Fund any necessary office space, equipment and personnel,
clerical services, and other necessary office expenses, and to
provide the services of individuals who perform executive and
administrative functions for the Fund. In order to fulfill these
obligations, the Adviser has entered into an Administration
Agreement with Carillon Investments, Inc. to furnish such
services for which the 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.
Gary R. Rodmaker is primarily responsible for the day to day
management of the Fund's portfolio. Mr. Rodmaker is the
Corporate Bond Portfolio Manager of the Adviser and has been
affiliated with the Adviser and Union Central since 1989.
Advisory Fee
Pursuant to the Agreement between the Fund and the Adviser, the
Fund pays the 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. For the fiscal year
ended October 31, 1998, the Fund paid the Adviser an aggregate
fee equal to .75% of the Fund's average net assets.
SHAREHOLDER INFORMATION
Pricing of Fund Shares
The net asset value of the Fund's shares is determined once
daily, Monday through Friday at 4:00 p.m. Eastern Time, on days
there are purchases or redemptions of Fund shares. The net asset
value will not be determined when the New York Stock Exchange is
closed (for example, on national holidays), or on any day on
which changes in the value of the portfolio securities of the
Fund are immaterial. The net asset value is calculated 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 the Fund's outstanding shares. Expenses,
including the advisory fee payable to the Adviser, are charged to
the Fund daily.
Securities held by the Fund are valued at market price.
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 at the
amortized cost method.
Sometimes foreign securities markets are open on days when U.S.
markets are closed. Because the Fund holds foreign securities,
there may be days when the net asset value of Fund shares changes
even when the shares are not priced, and Fund shareholders cannot
purchase or redeem shares.
Purchase of Fund Shares
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 the transfer agent receives an order to
purchase, plus a sales charge. Shares are sold directly by the
Fund's underwriter, Carillon Investments, Inc. P.O. Box 40409,
Cincinnati, Ohio 45240. You can also submit an application and
purchase order to a broker-dealer which has a selling agreement
with Carillon Investments, Inc. Your initial investment must be
at least $500 and subsequent investments must be at least $50.
You can make subsequent purchases of shares by wire, by check, by
automatic deductions from your checking account, or by sending
money directly to the Fund's transfer agent.
Sales Charges
A sales charge is deducted from investments in the Fund shares-
essentially, the term "offering price" includes a front-end sales
load. The amount of the 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 of
Offering Net
Amount 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, If your total investment were $5,000, $250 would be
deducted and the net amount invested would be $4,750. This $250
would be 5% of the purchase payment and 5.26% of the net amount
invested.
Reduced Sales Charge
You can purchase Fund shares 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.
If your have a question about purchasing shares, contact the
Distributor or your broker.
Redemption of Shares
You can dispose of Fund shares and receive cash for them by
sending a written request for redemption to: Firstar Mutual Fund
Services, LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. You
can also redeem shares by telephoning Firstar at 1-888-259-7565,
or by telegraph, if you picked this option on your shareholder's
application form.
If Firstar receives a written request for redemption in "good
order" as described below, it will, acting as transfer agent for
the Fund, send you a check equal to the amount of the net asset
value of the redeemed shares next determined after it receives
the request. If Firstar receives the request before 4:00 p.m.
Eastern Time, it will redeem the shares at the net asset value
per share determined at 4:00 p.m. Eastern Time on that day. If
it receives a request after 4:00 p.m. Eastern Time, Firstar will
execute the request at the net asset value determined at 4:00
p.m. Eastern Time on the next trading day.
Firstar will normally send the check immediately after
redemption. However, the Fund 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 if you redeem shares shortly after buying them, where a
sales charge was deducted from the investment. If you paid for
shares by check (including certified or cashier's checks), then
Firstar would not disburse proceeds from the redemption request
them until the check cleared, which may take up to 15 days after
it had received the check paying for them.
A written redemption request is considered to be 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, the
Distributor, or by a member firm of the New York, American,
Boston, Midwest, Pacific or Philadelphia Stock Exchanges.
If you request it on the original application for a Fund account,
Firstar will honor telephone or telegraphic instructions for
redemption 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 bank must be a member
of the Federal Reserve System. A charge of $12.00 is imposed for
Fed wires. Firstar sets this charge, and may change it.
(b) Telephone redemption requests must be for less than
$10,000 and will be mailed only to the account address appearing
on our records. Redemptions will be priced at the next cal-
culated net asset value after the transfer agent receives the
request. You may request redemption by phone by calling the
transfer agent at 1-800-338-1579 between 9:00 a.m. and 8:00 p.m.
Eastern Time, on Monday through Friday (except 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.
The transfer agent may require other supporting legal documents
from corporations or other organizations, fiduciaries or persons
other than the shareholders of record making the request for
redemption.
We have 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, you may withdraw
your request for redemption, or you may receive payment based
upon the net asset value next determined after the suspension is
lifted.
Because of the high cost of maintaining small accounts, we 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 we so elect, we will notify the shareholder in
writing that an account has a value of less than $500, and will
allow 30 days for the shareholder 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 you are unable to place an order or
request a redemption via the telephone or telegraph, you should
make a written request instead.
DIVIDENDS AND DISTRIBUTIONS
The investment adviser intends to distribute quarterly
substantially all of the Fund's 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). The Fund will
distribute all net realized capital gains, if any, at least once
a year. We will automatically reinvest all dividends and capital
gains distributions in additional shares at net asset value
unless you request them to be paid in cash.
TAXES
The Fund intends to elect and qualify as a regulated investment
company under the Internal Revenue Code. As a regulated
investment company, it will not be subject to federal income tax
on net investment income and capital gains, if any, that it
distributes to its shareholders.
Fund distributions are taxable to you as ordinary income (unless
your investment is in an IRA or other tax-advantage account) to
the extent they are attributable to the Fund's net investment
income, certain net realized foreign exchange gains, and net
short-term capital gains. They are taxable to you as long-term
capital gain (at the federal rate of 20%) to the extent they are
attributable to the Fund's excess of net long-term capital gains
over net short-term capital losses. The tax status of any
distribution is the same regardless of how long you have been a
shareholder of the Fund and whether you elect to reinvest the
distributions in additional fund shares or to take them as cash.
Certain distributions paid by the Fund in January of a given year
may be taxable to shareholders as if they were received on the
prior December 31. The tax status of dividends and distributions
for each calendar year will be detailed in your annual tax
statement from the Fund.
Any sale or exchange or redemption of Fund shares may generate
tax liability (unless your investment is in an IRA or other tax-
advantaged account). You will generally recognize taxable gain or
loss on a sale, exchange or redemption of your shares base upon
the difference between your tax basis in the shares and the
amount you receive for them. Any loss recognized on shares held
for six months or less will be treated as long-term capital loss
to the extent of any capital gain dividends that were received
with respect to the shares.
There are certain tax requirements that all Funds must follow in
order to qualify as regulated investment companies and to
minimize federal taxation. In its efforts to adhere to these
requirements, the Funds are required to make certain
distributions to shareholders and may have to limit their
investment activities in some types of instruments.
The Trust will be required to withhold 31% of any reportable
income payments made to 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 Fund in the manner provided by IRS regulations.
This tax discussion is for general information only. In addition
to federal income taxes, you may be subject to state, local or
foreign taxes on payments received from the Fund. More
information is provided in the Statement of Additional
Information. You should also consult your own tax adviser for
information regarding all tax consequences applicable to your
investments in the Fund.
PREPARING FOR YEAR 2000
Like all financial services providers, the Adviser and the
Distributor use systems that may be affected by Year 2000
transition issues. The Fund also relies on service providers,
including the Fund's custodian, transfer agent, and dividend
disbursing agent, that 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.
The Fund's Management 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 June 30, 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. Also, the
Fund's performance could be hurt if a computer system failure at
a company or governmental unit, in the United States or
particularly overseas, affected the price of securities that the
Fund owns.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
the Fund's financial performance for the past five years.
Certain information reflects financial results for a single Fund
share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the Fund
(assuming reinvestment of all dividends and distributions).
The financial statements for the year ended October 31, 1998 have
been audited by Deloitte & Touche LLP, whose unqualified report
thereon is included in the Statement of Additional Information,
which is available upon request. The financial statements for
the years ended October 31, 1997, October 31, 1996 and October
31, 1995 have been audited by Deloitte & Touche LLP, whose
reports thereon expressed unqualified opinions on those
statements. The financial statements for the year ended October
31, 1994 have been audited by another independent accountant,
whose report expressed an unqualified opinion on those
statements.
You should read the financial highlights in conjunction with the
financial statements and notes 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,
1998 1997 1996 1995 1994
------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Net asset value:
Beginning of period $13.42 $13.75 $12.70 $13.01 $13.00
------- ------- ------- ------- -------
Investment Activities:
Net investment income .57 .51 .60 .52 .35
Net realized and
unrealized gains (losses) (1.51) .75 1.17 .73 .16
------- ------- ------- ------- -------
Total from Investment
Operations (.94) 1.26 1.77 1.25 .51
------- ------- ------- ------- -------
Distributions:
Net investment income (.59) (.52) (.60) (.51) (.32)
Net realized gains (1.03) (1.07) (.12) (1.05) (.18)
------- ------- ------- ------- -------
Total Distributions (1.62) (1.59) (.72) (1.56) (.50)
------- ------- ------- ------- -------
Net Asset Value:
End of Period $10.86 $13.42 $13.75 $12.70 $13.01
======= ======= ======= ======= =======
Total Return<F1> (7.77%) 9.94% 14.38% 10.88% 4.56%
------- ------- ------- ------- -------
Ratios/Supplemental Data:
Net Assets, End of Period
(in thousands) $22,553 $47,117 $42,871 $46,644 $41,849
------- ------- ------- ------- -------
Ratio of Expenses to
Average Net Assets (1.11%) 1.00% 1.02% 1.01% 1.05%
------- ------- ------- ------- -------
Ratio of Net Investment
Income to Average Net
Assets 4.02% 3.95% 4.52% 4.44% 3.89%
------- ------- ------- ------- -------
Portfolio Turnover Rate 75.47% 45.40% 47.43% 42.07% 53.20%
------- ------- ------- ------- -------
<FN>
<F1> Assumes sales load is not imposed on either initial investment or
reinvestment of distributions.
</FN>
</TABLE>
<PAGE>
CARILLON
CAPITAL
FUND
Carillon
Investment Trust
1876 Waycross Road
Cincinnati, Ohio 45240
PROSPECTUS
Investors who want more information about the Fund can obtain a
statement of additional information ("SAI") that provides more
detailed information on a number of topics and is made a part of
this prospectus. The Fund's annual and semi-annual shareholder
reports also provide more information about the Fund's
investments. The Fund's annual shareholder report also provides
a discussion of the market conditions and investment strategies
that particularly impacted the Fund's performance over the past
fiscal year.
All of these documents are available free of charge upon
request. To obtain copies or to ask other questions about the
Fund, do one of the following:
Call 1-888-259-7565, or write:
Firstar Mutual Fund Services,
LLC
P.O. Box 701
Milwaukee, Wisconsin
53201-0701
Call collect, 1-800-9991840, or write:
Carillon Investment Trust
P.O. Box 40409
Cincinnati, OH 45240
or, access the SEC's website at http://www.sec.gov.
Investors may, for a duplicating fee, get text-only copies of
the above documents from the SEC Public Reference Room by
calling 1-800-SEC-0330 or by writing to the SEC Public Reference
Room, Washington, D.C. 20549-6009. Investors can also review
and copy these documents at the SEC's Public Reference Room.
Investment Co. Act File No. 811-5293
<PAGE>
PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
CARILLON CAPITAL FUND
OF
CARILLON INVESTMENT TRUST
February 28, 1999
This Statement of Additional Information ("SAI") is not a
prospectus. This SAI expands upon the Prospectus for Carillon
Capital Fund. Investors should read this SAI in conjunction
with the Prospectus, dated February 28, 1999, and the 1998
shareholder annual report, which is incorporated by reference
into this SAI. To obtain a free copy of the prospectus or the
shareholder report, do one of the following:
Call 1-888-259-7565, or write:
Firstar Mutual Fund Services, LLC
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
or access the SEC's website at http://www.sec.gov.
Call collect, 1-800-999-1840, or write:
Carillon Investment Trust
P.O. Box 40409
Cincinnati, OH 45240
CIT-444 (2/99)
<PAGE>
TABLE OF CONTENTS
Page
INVESTMENT OBJECTIVE, POLICIES AND RISKS 3
Fixed Income Securities and Investment Techniques 3
Foreign Securities: Investments and Investment Techniques 8
Investment Restrictions 10
MANAGEMENT OF THE TRUST 12
Trustees and Officers 12
Compensation Table 15
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 16
INVESTMENT ADVISORY AND OTHER SERVICES 17
Investment Adviser 17
Principal Underwriter 20
Brokerage Allocation 20
CAPITAL STOCK AND OTHER SECURITIES 21
Shareholder Voting 21
Shareholder Liability 22
Redemptions 22
PURCHASE, REDEMPTION AND PRICING OF SHARES 22
Initial Purchases of Shares 22
Shareholder Accounts 23
Subsequent Purchases of Shares 23
Determination of Offering Price 23
TAXES 24
DISTRIBUTION OF SHARES 25
PERFORMANCE 26
ADDITIONAL INFORMATION 27
APPENDIX 28
<PAGE>
INVESTMENT OBJECTIVE, POLICIES AND RISKS
Carillon Investment 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").
That registration does mean that the SEC supervises investments
or investment policy. The Declaration of Trust permits the
Trustees to issue an unlimited number of shares and to divide
shares into an unlimited number of portfolios, all without
shareholder approval.
The Trust operates 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 (the "Fund"), the
Carillon Growth Stock Fund and the Carillon U.S. Government
Securities Fund. On February 22, 1989, The Union Central Life
Insurance Company ("Union Central"), the sole shareholder of the
Carillon Growth Stock Fund and the Carillon U.S. Government
Securities Fund, voted to dissolve these funds. Consequently,
the Trust is now composed only of the Carillon Capital Fund,
whose shares are currently being sold.
The Fund is a diversified, open-end management investment
company, also known as a "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.
The Fund's investment objective is 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 pursues its objective by
investments in stocks, bonds, and money market instruments. The
Fund is a "total return" fund, meaning that the investment
adviser considers both growth and income.
The principal investment strategies of the Fund are listed in
the Fund's prospectus. The Fund's other types of investments
and investment techniques, and discussions of their principal
risks to investors, are listed below. More detailed information
about those investments and investment techniques follows the
list.
Fixed Income Securities and Investment Techniques
-Repurchase Agreements
-U.S. Government Obligations
-Government Agency Securities
-Certificates of Deposit
-Time Deposits
-Bankers' Acceptances
-Commercial Paper
-Corporate Debt Securities
-GNMA Certificates
-FNMA and FHLMC Mortgage-Backed Obligations
-Mortgage-Related Securities
Investments in Foreign Securities
-American Depositary Receipts
-Foreign Currency Transactions
-Investment Limits by Country
-Foreign Markets
-Foreign Debt Securities
Fixed Income Securities and Investment Techniques
The Fund's investment adviser usually invests most of the Fund's
assets in stocks and bonds.
The investment adviser may, however, invest up to 100% of the
Fund's assets in money market securities as a temporary
defensive measure, during unusual or adverse market conditions.
The securities described below are 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 that 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, such proceedings might delay or prevent
the Fund 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 that the Fund's investment adviser has
determined will present minimal credit risk.
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, the
investment adviser 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 credit rating agencies typically do not rate master demand
notes, if they are 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.
Foreign Securities: Investments and Investment Techniques
American Depositary Receipts
American Depositary Receipts ("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.
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.
<PAGE>
Foreign Currency 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. 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.
By entering into a forward contract, 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 on it. The Fund's
inability 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.
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.
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 1933 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 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.
Unless otherwise specified, the Fund's investment objectives,
policies and restrictions are not fundamental policies and may
be changed without shareholder approval.
MANAGEMENT OF THE TRUST
Trustees and Officers
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.
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.
<PAGE>
<TABLE>
<CAPTION>
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 65)
Theodore H. Emmerich* Trustee Consultant; former Partner,
1201 Edgecliff Pl. Ernst & Whinney, Accountants
Cincinnati, Ohio 45206
(72)
James M. Ewell* Trustee Retired Senior Vice President and
9000 Indian Ridge Road Director, The Procter and Gamble
Cincinnati, Ohio 45243 Company
(83)
Richard H. Finan* Trustee Attorney at Law; President of the
11137 Main Street Ohio State Senate
Cincinnati, Ohio 45241
(64)
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
(76) Collaborative; President Emeritus
(formerly, President), College of
Mount St. Joseph
John H. Jacobs** Trustee, President and Chief Operating
(52) President and Officer, Union Central; Director,
Chief the Adviser; Director, Carillon
Executive Investments, Inc.; prior to July
Officer 1998, Officer and employee, Union
Central
Charles W. McMahon* Trustee Retired Senior Vice President and
Cincinnati, Ohio 45239 Director, Union Central
2031 W. Galbraith Rd., #E
(79)
Harry Rossi** Trustee Director Emeritus, Union Central;
8548 Wyoming Club Drive Director, the Adviser; Director,
Cincinnati, Ohio 45215 Carillon Investments, Inc.; former
(79) Chairman, President and Chief
Executive Officer, Union Central
Stephen R. Hatcher Senior Vice Executive Vice President and Chief
(56) President Financial Officer, Union Central;
prior to June, 1995, Officer and
employee, Union lCentral
John F. Labmeier Vice President Vice President, Associate
(50) and Secretary General Counsel and Assistant
Secretary, Union Central; Vice
President and Secretary, Carillon
Investments, Inc.; Secretary, the
Adviser
Thomas G. Knipper Controller Treasurer, the Adviser; prior to
(41) and Treasurer July, 1995, Treasurer of The
Gateway Trust and Vice President
and Controller of Gateway Advisers,
Inc.
John M. Lucas Assistant Counsel and Assistant to the
(48) Secretary Secretary, Union Central
</TABLE>
- ----------------
*Trustees identified with an asterisk are members of the Audit
Committee. The Audit Committee reviews the scope and results of
the Fund's annual audits with the Fund's independent accountant.
**Messrs. 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 1.5% 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
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 per
calendar quarter ($2,200 annually). Trustees who are members of
the Audit Committee are compensated at the rate of $200 per
Audit Committee meeting. The total of such fees incurred by the
Trust for the year ended October 31, 1998 was $23,420. The Fund
does not provide any pension or retirement benefits for its
officers or trustees.
Compensation Table
<TABLE>
<CAPTION>
Total
Aggregate Compensation From
Name of Person, Compensation Fund and Fund Complex*
Position From Fund<F1> Paid to Trustees
<S> <C> <C>
George M. Callard, M.D. 3,500 13,325
Trustee
George L. Clucas N/A N/A
Trustee
Theodore H. Emmerich 3,600 13,525
Trustee
James M. Ewell 3,700 13,725
Trustee
Richard H. Finan 3,700 13,725
Trustee
Jean Patrice
Harrington, S.C. 3,800 13,925
Trustee
John H. Jacobs N/A N/A
Trustee
Charles W. McMahon 3,500 13,325
Trustee
Harry Rossi N/A N/A
Trustee
<FN>
<F1> No compensation was deferred for any Trustee or Officer under a deferred
compensation plan.
</FN>
</TABLE>
*Each of the Trustees also serves as a director of Carillon
Fund, Inc.
Purchases of the Fund shares by Carillon Investments, Inc.
(which is the Fund's principal underwriter), its directors,
officers and employees, or those of its 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 such
directors, officers and employees also will not be subject to
the sales charge.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Union Central, an insurance company organized under the laws of
Ohio, provided the initial capital for the Fund by purchasing
one million shares. Union Central is free to redeem its
investment at any time, subject to retaining at least $100,000
in the Fund. The principal business address of Union Central is
1876 Waycross Road, Cincinnati, Ohio 45240 (P.O. Box 40888,
Cincinnati, Ohio 45240).
In addition to Union Central's own investment, shares of the
Fund are sold to the trustees of certain Union Central employee
benefit plans to fund retirement benefits for Union Central's
employees. As of January 31, 1999, Union Central and Union
Central's plan trustees owned 65% and 27%, respectively, of Fund
shares, and, consequently, Union Central 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).
As of December 31, 1998, Dudley S. Taft, 8000 Spooky Hollow Rd.,
Cincinnati, OH 45242, beneficially owned 5.7% of the outstanding
shares of the Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
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.
(the "Adviser"), whose principal business address is 1876
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 Union Central, a mutual insurance company
organized in 1867 under the laws of Ohio. The following
officers of the Trust also are affiliated with and serve as the
following executive officers of the Adviser: John H. Jacobs,
President and Chief Executive Officer; Thomas G. Knipper,
Treasurer; and John F. Labmeier, Secretary.
The Agreement was approved by shareholders on February 22, 1989
and approved for continuance each year thereafter by the Board
of Trustees. The Agreement was last continued by the Board of
Trustees on December 16, 1998. 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 1940 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
decides whether 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, the 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. For the year ended October 31,
1998, expenses ($390,864) as a percentage of average net assets
($35,100,567) equaled 1.11%.
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 the Adviser for the fiscal
years ended October 31, 1998, October 31, 1997 and October 31,
1996 amounted to $263,254, $337,641 and $311,413, respectively.
Administration
The Adviser is responsible for providing certain administrative
functions to the Trust and has entered into an Administration
Agreement with the Fund's principal underwriter, Carillon
Investments, under which Carillon Investments furnishes
substantially all of such services for an annual fee of .20% of
the Trust's average net assets. The Adviser pays the fee, not
the Trust. Under the Administration Agreement, Carillon
Investments 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.
Service Agreement
Under a Service Agreement between the Adviser and Union Central,
Union Central has agreed to make available to the Adviser the
services of certain employees of Union Central 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 Union Central
for all the costs allocable to the time spent on the affairs of
the Adviser by the employees provided by Union Central. In per-
forming 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. Union Central 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 Union Central
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.
Other Clients of the Adviser
The Agreement in no way restricts the Adviser from acting as
investment manager or adviser to others. The Adviser may
recommend securities purchases to both the Trust and to other
clients, including registered investment companies, for which it
acts as an adviser. Because of different investment objectives
or other factors, one or more of the Adviser's clients may buy a
particular security 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, the Adviser will transact such
securities 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.
Principal Underwriter
Carillon Investments, Inc., 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.
Carillon Investments is a wholly-owned subsidiary of Union
Central. Pursuant to a Distribution Agreement with the Trust,
Carillon Investments 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.
Carillon Investments also pays for the printing and distribution
of prospectuses, sales literature and advertising costs in
connection with the offering of Fund shares.
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, 1998, October 31, 1997 and
October 31, 1996, the Fund paid $44,249, $38,940 and $30,346,
respectively, in brokerage commissions. Of the brokerage
commissions paid during the year ended October 31, 1998, 34% was
paid to brokers furnishing statistical data or research
information. No commissions were paid to affiliates of the
Trust.
As of October 31, 1998, the Fund owned shares of common stock of
Jeffries Group, Incorporated, a broker with whom the Fund
regularly does business. The value of the Fund's aggregate
holdings of Jeffries Group, Incorporated as of that date was
$330,000.
CAPITAL STOCK AND OTHER SECURITIES
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.
Union Central initially invested $10 million in the Fund. Union
Central is free to redeem its investment at any time subject to
retaining at least $100,000 in the Fund.
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.
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.
PURCHASE, REDEMPTION AND PRICING OF SHARES
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 the transfer agent receives an order to
purchase, plus a sales charge.
Initial Purchases of Shares
If you haven't bought Fund shares before, you need to fill out
and submit an application and a purchase order to: Carillon
Investments, Inc. P.O. Box 40409, Cincinnati, Ohio 45240. You
can also submit an application and purchase order to a broker-
dealer which has a selling agreement with Carillon Investments
(a "Participating Broker"). You can get application forms with
this prospectus, or from a Participating Broker, or from
Carillon Investments. If you've bought Fund shares, you can
make subsequent purchases through a Participating Broker,
Carillon Investments, by mail or through an automatic deduction
from your checking account.
The Participating Brokers and Carillon Investments are
responsible for the prompt forwarding of orders to the transfer
agent. If the transfer agent receives the purchase order 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.
Your 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.
The Fund will assess a $15 service charge for all returned
checks due to insufficient funds or closed accounts.
Shareholder Accounts
We will automatically establish an account for you when you
initially purchase shares. If you buy or receive any more
shares, we will credit them directly to your account. We will
not issue share certificates.
Subsequent Purchases of Shares
You need to make certain elections on the application form for
the purchase of Fund shares if you want to make subsequent
purchases by bank wire ($500 minimum), by check, or by automatic
monthly deductions ($100 minimum) from your checking account.
Checks that are made payable to someone other than the
registered account owner and endorsed over to the Fund (i.e.,
third party checks) will not be accepted. If you make the
appropriate election, your bank can wire money to the transfer
agent to purchase Fund shares. Your bank must be a member of
the Federal Reserve System. Your bank will likely impose a fee
for this service. Of course, you may send subsequent payments
directly to the transfer agent: Firstar Mutual Fund Services,
LLC, P.O. Box 701, Milwaukee, Wisconsin 53201-0701. Whenever
you place an order, you must give your account number.
Determination of Offering Price
As of October 31, 1998, the offering price per share was
calculated as follows: the net asset value per share of $10.86,
plus the maximum sales charge of 5%, equals the offering price
per share of $11.43. Selling broker-dealers receive a
reallowance of a portion of the sales load from Carillon
Investments.
<PAGE>
Calculation of Net Asset Value
The net asset value of the Fund's 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.
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. If the Fund fails to qualify as a regulated
investment company, the Fund will be subject to federal, and
possibly state, corporate taxes on its taxable income and gains
and distributions to its shareholders will constitute ordinary
dividend income to the extent of the Fund's available earnings
and profits.
In order to qualify as a regulated investment company, the Fund
must: (a) distribute to its shareholders at least 90% of its
investment company taxable income; (b) 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 (c) 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 the Fund's 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 Fund may be subject to a nondeductible 4% excise tax,
determined with regard to undistributed amounts of its
investment income and capital gains.
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.
DISTRIBUTION OF SHARES
Carillon Investments, Inc., located at 1876 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, Carillon
Investments 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, Carillon Investments conducts its
affairs in accordance with the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD").
Carillon Investments sells Fund shares primarily through its own
registered representatives. Carillon Investments may, however,
authorize the sale of shares by firms that are registered
broker-dealers and are members of the NASD.
Carillon Investments 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. Carillon Investments received $0, $582 and
$241, respectively, in aggregate commissions from the sale of
Trust shares for the years ended October 31, 1998, October 31,
1997 and October 31, 1996. Of these amounts, Carillon
Investments retained $0, $116 and $48 for the respective
periods.
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. 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.
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, 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, 1998
The average total returns for the Fund from inception to date
periods ended October 31, 1998 are as follows.
<TABLE>
<CAPTION>
Average Annual Total Return*
Period Ended October 31, 1998
Inception Since
Date 1 Year 5 Years Inception
---------------------------------------
<S> <C> <C> <C> <C>
Carillon Capital Fund 2/28/88 -12.4% 5.1% 8.7%
</TABLE>
*Based upon the maximum sales charge of 5%, and assuming
reinvestment of all dividends and distributions
ADDITIONAL INFORMATION
Firstar Mutual Fund Services, LLC, 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 Mutual Fund Services, LLC determines the net
asset value of the Trust's shares on a daily basis and performs
certain other duties.
The financial statements of the Fund have been audited by
Deloitte & Touche LLP, 1700 Courthouse Plaza NE, Dayton, Ohio
45402, independent auditors. The financial statements are
incorporated by reference into this Statement of Additional
Information in reliance upon the report of Deloitte & Touche LLP,
given upon their authority as experts in auditing and
accounting.
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 1933 and the 1940
Act, to which reference is hereby made.<PAGE>
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.
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.
Carillon Capital Fund
of
Carillon Investment Trust
Financial Statements
October 31, 1998
<PAGE>
CARILLON CAPITAL FUND
Report of Independent Auditors
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, 1998, and the related statement
of operations and the statements of changes in net assets for
the period presented, and the financial highlights for each of
the four years in the period ended October 31, 1998. 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 year ended October 31, 1994 were audited by other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements. Our
procedures included confirmation of securities owned as of
October 31, 1998, by correspondence with the custodian and
brokers. An audit also incudes 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, the financial statements as of October 31, 1998,
present fairly, in all material respects, the financial position
of Carillon Capital Fund as of October 31, 1998, the results of
its operations, the changes in its net assets, and the financial
highlights for the respective stated periods, in conformity with
generally accepted accounting principles.
Deloitte & Touche LLP
Dayton, Ohio
December 7, 1998
<PAGE>
CARILLON CAPITAL FUND
STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
October 31, 1998
<S> <C>
ASSETS
Investments in securities, at value
(cost $22,029,772) $21,374,642
Cash 15,320
Receivable for investment securities sold 1,074,061
Interest and dividends receivable 138,838
Prepaid expenses 1,993
-----------
22,604,854
-----------
LIABILITIES
Investment advisory fees 13,830
Professional fees 17,873
Portfolio accounting and custody fees 10,431
Printing expenses 2,135
Transfer agency fees 3,786
Trustees' fees and expenses 1,804
Other 1,765
-----------
51,624
-----------
NET ASSETS
Paid-in capital 21,591,776
Accumulated undistributed net investment income 115,884
Accumulated undistributed net realized gain 1,500,700
Unrealized depreciation, net (655,130)
-----------
$22,553,230
===========
Shares outstanding
(without par value, unlimited authorization) 2,076,386
===========
Net asset value and redemption price per share $ 10.86
===========
Offering price per share
(Net asset value per share/.95)* $ 11.43
===========
</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, 1998
<S> <C>
INVESTMENT INCOME
Interest $ 1,387,182
Dividends
(net foreign withholding taxes of $18,582) 415,322
-----------
1,802,504
-----------
EXPENSES
Investment advisory fees 263,254
Portfolio accounting fees 33,415
Trustees' fees and expenses 23,420
Professional fees 20,759
Custodian fees and expenses 15,345
Transfer agency fees 14,393
Registration and filing fees 11,777
Other 8,501
-----------
390,864
-----------
NET INVESTMENT INCOME 1,411,640
-----------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
Net realized gain on investments 1,486,735
Net change in unrealized appreciation/
(depreciation) of investments (4,011,749)
-----------
NET REALIZED AND UNREALIZED GAIN/(LOSS)
ON INVESTMENTS (2,525,014)
-----------
NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS $(1,113,374)
===========
</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,
------------------------------
1998 1997
---- ----
<S> <C> <C>
OPERATIONS
Net investment income $ 1,411,640 $ 1,777,393
Net realized gain on investments 1,486,735 3,633,883
Net change in unrealized
appreciation/(depreciation)
of investments (4,011,749) (1,139,598)
----------- -----------
(1,113,374) 4,271,678
----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income (1,587,079) (1,751,289)
Net realized gain on investments (3,605,844) (3,334,642)
----------- -----------
(5,192,923) (5,085,931)
----------- -----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold 15,451 905,934
Issued in reinvestment of dividends 5,192,603 5,085,587
Payments for shares redeemed (23,465,674) (931,167)
----------- -----------
(18,257,620) 5,060,354
----------- -----------
Net increase/(decrease) in net assets (24,563,917) 4,246,101
NET ASSETS
Beginning of year 47,117,147 42,871,046
----------- -----------
End of year $22,553,230 $47,117,147
=========== ===========
Undistributed Net Investment Income $ 115,884 $ 221,155
=========== ===========
FUND SHARE TRANSACTIONS:
Sold 1,283 68,350
Issued in reinvestment of dividends 429,389 394,234
Redeemed (1,866,390) (69,520)
----------- ----------
Net increase/(decrease) from
fund share transactions (1,435,718) 393,064
=========== ==========
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
Carillon Capital Fund
Schedule of Investments
<TABLE>
<CAPTION>
OCTOBER 31, 1998
COMMON STOCKS - 48.35%
SHARES VALUE
------ -----
<S> <C> <C>
BANKING AND FINANCIAL SERVICES - 11.87%
AFP Provida S.A. ADR 12,000 $ 170,250
Charter One Financial, Incorporated 9,000 246,937
Duff & Phelps Credit Rating Company 5,000 236,875
First Bell Bancorp, Incorporated* 15,000 217,500
Hyperion 1999 Term Trust 100,000 725,000
Income Opportunity Fund 1999 30,000 288,750
Income Opportunity Fund 2000 26,000 251,875
Jefferies Group, Incorporated* 11,000 330,000
Templeton Global Income Fund 29,000 210,250
-----------
2,677,437
-----------
CAPITAL GOODS - 2.54%
Encore Wire Corporation* 22,000 244,750
Lindsay Manufacturing Company 7,585 123,256
LSI Industries* 10,000 205,000
-----------
573,006
-----------
CONSUMER CYCLICAL - 5.88%
Footstar, Incorporated* 8,400 219,450
Maxwell Shoe Company, Incorporated* 16,000 188,000
National RV Holdings, Incorporated* 10,000 226,250
Nautica Enterprises, Incorporated* 7,000 144,813
Newmark Homes Corporation* 20,000 162,500
Toll Brothers* 6,000 139,125
Travis Boats & Motors, Incorporated* 15,000 246,562
-----------
1,326,700
-----------
CONSUMER NON-DURABLE - 6.23%
Anchor Gaming* 6,000 305,250
Charoen Pok Feedmill ADR* 21,025 91,551
ICN Pharmaceuticals, Incorporated 12,200 285,175
Invacare Corporation* 9,000 202,500
Richfood Holdings, Incorporated* 10,000 177,500
Schlotzsky's, Incorporated* 20,000 193,750
Scientific Games Holdings Corporation* 9,000 149,063
-----------
1,404,789
-----------
ENERGY - 4.80%
Basin Exploration, Incorporated* 11,000 176,000
Callon Petroleum Company* 10,000 123,750
Giant Industries, Incorporated 9,500 111,031
Marine Drilling Company, Incorporated* 14,000 156,625
Miller Exploration Company* 21,000 115,500
Offshore Logistics, Incorporated* 14,000 210,438
OYO Geospace Corporation* 6,000 92,250
Stone Energy Corporation* 3,000 96,375
-----------
1,081,969
-----------
MANUFACTURING - 2.85%
CompX International, Incorporated* 10,000 192,500
Lindberg Corporation 10,300 131,325
Omniquip International, Incorporated* 16,000 214,000
Zindart Limited ADR* 13,000 104,000
-----------
641,825
-----------
REAL ESTATE - 10.60%
Cornerstone Realty Income Trust, Incorporated 18,000 $ 193,500
Equity Residential Properties Trust 4,770 200,340
FelCor Lodging Trust, Incorporated 7,300 172,006
Healthcare Realty Trust 9,000 210,938
Mills Corporation 7,000 151,812
Pacific Gulf Properties 10,000 198,125
Parkway Properties, Incorporated 7,000 199,500
Prime Retail, Incorporated 12,000 116,250
Storage USA, Incorporated 7,000 213,062
Trinet Corporate Realty Trust, Incorporated 8,200 235,750
United Dominion Realty Trust, Incorporated 13,000 144,625
United Investor Realty Trust, Incorporated 20,000 147,500
Winston Hotels, Incorporated 24,300 208,069
-----------
2,391,477
-----------
TECHNOLOGY - 2.51%
SPSS, Incorporated* 11,000 210,375
Vertex Communications Corporation* 7,000 112,875
Vtech Holdings Limited ADR 6,500 243,777
-----------
567,027
-----------
TRANSPORTATION - 1.07%
Gulfmark Offshore, Incorporated* 9,000 163,125
Midwest Express Holdings* 2,500 79,063
-----------
242,188
-----------
Total Common Stock (cost $11,037,016) 10,906,418
-----------
FOREIGN COMMON STOCK - 3.34%
HONG KONG - 2.69%
Glorious Sun Enterprises Limited 1,138,000 198,340
Smartone Telecommunications* 87,000 247,101
Techtronic Industries 849,400 160,103
-----------
605,544
-----------
MALAYSIA - .65%
Bumi Armada Berhad* 150,000 44,476
Road Builder Holdings BHD 248,000 102,308
-----------
146,784
-----------
Total Foreign Common Stock (cost $1,092,012) 752,328
-----------
WARANTS AND RIGHTS - 0.02%
TECHNOLOGY - 0.02%
Nam Tai Electronics, Incorporated 4,001 4,751
-----------
Total Warrants and Rights (cost $12,117) 4,751
-----------
<CAPTION>
PRINCIPAL VALUE
--------- -----
<S> <C> <C>
COLLATERALIZED MORTGAGE OBLIGATIONS - 8.60%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 2.80%
1662 H (6.250% due 01/15/09) $122,888 124,142
1559 VP (5.500 % due 02/15/20) 510,000 506,797
-----------
630,939
-----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 5.80%
Remic 93-12 ED (7.500% due 02/25/06) 1,000,000 1,051,315
Remic 93-163 PN (7.000% due 07/25/07) 250,000 257,200
-----------
1,308,515
-----------
Total Collateralized Mortgage Obligations
(cost $1,865,291) 1,939,454
-----------
MORTGAGE-BACKED SECURITIES - 5.40%
FEDERAL HOME LOAN MORTGAGE CORPORATION - 2.61%
7.500% due 06/01/07 31,618 $ 31,885
8.250% due 03/01/12 86,862 89,729
8.500% due 03/01/16 94,726 98,747
7.500% due 07/01/17 34,445 35,208
11.000% due 04/01/19 73,611 78,873
10.500% due 05/01/19 86,051 91,183
11.000% due 11/01/19 151,753 162,601
-----------
588,226
-----------
FEDERAL NATIONAL MORTGAGE ASSOCIATION - 1.90%
9.500% due 09/01/05 15,762 16,398
5.500% due 01/01/09 251,970 249,842
5.500% due 04/01/09 164,098 162,617
-----------
428,857
-----------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - .89%
9.000% due 11/15/16 79,354 84,923
9.500% due 05/15/18 36,217 39,207
9.000% due 12/15/19 71,605 76,491
-----------
200,621
-----------
Total Mortgage-Backed Securities (cost $1,155,403) 1,217,704
-----------
CORPORATE BONDS AND NOTES - 13.51%
BANKING & FINANCIAL SERVICE - 3.24%
Hutchison Whampoa (6.950% due 08/01/07) 500,000 462,914
Indah Kiat Sr Notes (10.000% due 07/01/07) 500,000 268,750
-----------
731,664
-----------
MISCELLANEOUS - 7.72%
Enersis (6.600% due 12/01/26) 500,000 452,855
Gulf Canada Resources (8.350% due 08/01/06) 500,000 511,298
Lowen Group International Incorporated
(8.250% due 04/15/03) 350,000 273,000
TE Products Pipeline (7.510% due 01/15/28) 500,000 503,510
-----------
1,740,663
-----------
UTILITIES - 2.55%
Pohang Iron & Steel (7.125% due 11/01/06) 750,000 574,823
-----------
Total Corporate Bonds and Notes
(cost $3,361,096) 3,047,150
-----------
SHORT-TERM INVESTMENTS - 15.55%
VARIABLE RATE DEMAND NOTES <F1> - 15.55%
American Family Financial Services
(4.751% due 11/04/98) 222,308 222,308
Firstar Bank (4.974% due 11/03/98) 1,050,246 1,050,246
General Mills Incorporated (4.829% due 11/03/98) 477,283 477,283
Pitney Bowes Credit Corporation
(4.829% due 11/03/98) 1,002,256 1,002,256
Sara Lee (4.824% due 11/03/98) 522,909 522,909
Warner Lambert (4.752% due 11/04/98) 184,524 184,524
Wisconsin Electric Power Corporation
(4.751% due 11/03/98) 47,311 47,311
-----------
3,506,837
-----------
Total Short-Term Investments (cost $3,506,837) 3,506,837
-----------
TOTAL INVESTMENTS - 94.77%
(cost $22,029,772) <F2> 21,374,642
-----------
OTHER ASSETS AND LIABILITIES - 5.23% 1,178,588
-----------
TOTAL NET ASSETS - 100.00% $22,553,230
===========
- ------------
*Non-income producing
(ADR) American Depository Receipt
<FN>
<F1> Interest rates vary periodically based on current market rates. The
maturity shown for each variable rate demand note is the later of the next
scheduled interest rate adjustment date or the date on which principal can be
recovered through demand. Information shown is as of October 31, 1998.
<F2> Represents cost for income tax purposes, which is substantially the
same for financial reporting purposes. Gross unrealized appreciation and
depreciation of securities as of October 31,1998 was $1,062,054 and
($1,717,184), respectively.
</FN>
</TABLE>
The accompanying notes are an integral part of the
financial statements.
<PAGE>
CARILLON CAPITAL FUND
NOTES TO FINANCIAL STATEMENTS
October 31, 1998
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 the
securities. Other securities for which market quotations are
not readily available are valued at fair value as determined in
good faith under procedures adopted by the Board of 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 are 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 than $50,000 to .5% on investments in excess
of $2,500,000.
OTHER - At October 31, 1998, The Union Central Life Insurance
Company (Union Central) owned 1,342,183 shares of the Fund and
therefore is 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. On April 30, 1998, a pension plan
affiliated with Union Central redeemed 1,797,340 shares,
representing its entire holding in the Fund.
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, 1998, excluding short-term securities, follow:
<TABLE>
<CAPTION>
Cost of Purchases Proceeds from Sales
----------------- -------------------
<S> <C> <C>
Common Stocks $ 14,699,258 $ 17,755,990
U.S. Government Securities 997,438 14,759,800
Corporate Bonds 3,961,453 1,566,768
------------ ------------
$ 19,658,149 $ 34,082,558
============ ============
</TABLE>
NOTE 4 - FINANCIAL HIGHLIGHTS
Computed on the basis of a share of capital stock outstanding
throughout the year.
<TABLE>
<CAPTION>
Year ended October, 31
------------------------------------------
1998 1997 1996 1995 1994
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year $13.42 $13.75 $12.70 $13.01 $13.00
------ ------ ------ ------ ------
Investment Operations:
Net investment income .57 .51 .60 .52 .35
Net realized and
unrealized gain/(loss) (1.51) .75 1.17 .73 .16
------ ------ ------ ------ ------
Total from Investment
Operations (.94) 1.26 1.77 1.25 .51
------ ------ ------ ------ ------
Distributions:
Net investment income (.59) (.52) (.60) (.51) (.32)
Net realized gain (1.03) (1.07) (.12) (1.05) (.18)
------ ------ ------ ------ ------
Total Distributions (1.62) (1.59) (.72) (1.56) (.50)
------ ------ ------ ------ ------
Net Asset Value,
End of year $10.86 $13.42 $13.75 $12.70 $13.01
====== ====== ====== ====== ======
Total Return <FN1> (7.77%) 9.94% 14.38% 10.88% 4.56%
Ratios/Supplemental Data:
Net Assets,
End of period (000's) $22,553 $47,117 $42,871 $46,644 $41,849
Ratio of expenses to
average net assets 1.11% 1.00% 1.02% 1.01% 1.05%
Ratio of net investment
income to average
net assets 4.02% 3.95% 4.52% 4.44% 3.89%
Portfolio turnover rate 75.47% 45.40% 47.43% 42.07% 53.20%
<FN>
<F1> Assumes sales load is not imposed on either initial investment or
reinvestment of distributions.
</FN>
</TABLE>
FEDERAL INCOME TAX INFORMATION (unaudited)
During the year ended October 31, 1998 the Fund made total
distributions of $1.62 per share, of which $.59 per share is
from investment income and $1.03 per share is from net realized
gains. Of the $.59 per share, 16% qualified for the dividends
received deduction for corporations.
<PAGE>
PART C
OTHER INFORMATION
<PAGE>
CARILLON CAPITAL FUND
OF
CARILLON INVESTMENT TRUST
PART C - OTHER INFORMATION
Item 23. Exhibits
All references are to Registrant's Registration Statement on
Form N-1A (File No. 33-16665), unless otherwise stated.
(a) Declaration of Trust and Amendment Nos. 1, 2 and 3 -
filed herewith
(b) By-Laws - filed herewith
(c) Not Applicable
(d) (1) Investment Advisory Agreement - filed herewith
(2) Administration Agreement - filed herewith
(3) Amendment to Administration Agreement - filed
herewith
(e) (1) Distribution Agreement - filed herewith
(2) Amendment to Distribution Agreement - filed
herewith
(f) Not Applicable
(g) (1) Custodian Agreement - filed herewith
(2) Portfolio Accounting Agreement - filed herewith
(h) Transfer Agency Agreement - filed herewith
(i) Legal Opinion - filed herewith
(j) Consent of Deloitte & Touche LLP - filed herewith
(k) Not Applicable
(l) Form of Contribution Agreement - filed herewith
(m) Not Applicable
(n) Financial Data Schedule -- filed herewith
(o) Not Applicable
Item 24. Persons Controlled by or Under Common Control with
Registrant
At February 28, 1999, approximately 69% of Registrant's
shares were owned by The Union Central Life Insurance Company
("UC"). Set forth below is a chart showing the entities
controlled by or affiliated with UC, the jurisdictions in which
such entities are organized, and the percentage of voting
securities owned by the person immediately controlling each such
entity.
THE UNION CENTRAL LIFE INSURANCE COMPANY,
its Subsidiaries and Affiliates
I. The Union Central Life Insurance Company (Ohio)
A. Carillon Investments, Inc. (Ohio) -100% owned
B. Carillon Marketing Agency, Inc. (Delaware) -100% owned
a. Carillon Marketing Agency of Alabama, Inc.
(Alabama) 100% owned
b. Carillon Marketing Agency of Idaho, Inc. (Idaho)
100% owned
c. Carillon Marketing Agency of Kentucky, Inc.
(Kentucky) 100% owned
d. Carillon Marketing Agency of Maine, Inc. (Maine)
100% owned
e. Carillon Insurance Agency of Massachusetts, Inc.
(Massachusetts) 100% owned
f. Carillon Marketing Agency of New Mexico, Inc. (New
Mexico) 100% owned
g. Carillon Marketing Agency of Ohio, Inc. (Ohio)
100% owned
h. Carillon Marketing Agency of Pennsylvania, Inc.
(Pennsylvania) 100% owned
i. Carillon Marketing Agency of Texas, Inc. (Texas)
100% owned
C. Carillon Advisers, Inc. (Ohio) -100% owned
a. First Summit Capital Management (Ohio)- 51% owned
D. The Manhattan Life Insurance Company (New York) -100%
owned
E. Family Enterprise Institute, Inc. (Delaware) -100%
owned
F. PRBA, Inc. (California) - 100% owned
a. Price, Raffel & Browne Administrators, Inc.
(Delaware) - 100% owned
G. B&B Benefits Administration, Inc. (California) - 100%
owned
H. Summit Investment Partners, LLC(Ohio) - 100% owned
II. Mutual Funds of the Carillon Group
A. Carillon Fund, Inc.* (Maryland)
B. Carillon Investment Trust** (Massachusetts)
* At February 28, 1999, The Union Central Life Insurance
Company owned 100% of the outstanding shares of Carillon Fund,
Inc.
** At February 28, 1999, The Union Central Life Insurance
Company owned 69% of the outstanding shares of the Trust.
III. Summit Investment Trust (Massachusetts) - a mutual fund
whose investment adviser is First Summit Capital Management
Item 25. Indemnification
See Exhibits (a) and (b).
Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 26. Business and other Connections of Investment Adviser
Information regarding the principal officers and directors
of Carillon Advisers, Inc. ("CAI") and their business,
profession or employment of a substantial nature during the last
two years is set forth below. The address of all the persons
listed below is 1876 Waycross Road, Cincinnati, Ohio 45240.
<TABLE>
<CAPTION>
Position with Principal Occupation(s)
Name and Address the Adviser During Past Two Years
<S> <C> <C>
Harri Rossi Director Director Emeritus, The Union Central
Life Insurance Company ("UC");
Director, Carillon Group of Mutual
Funds; prior thereto, Director, UC
John H. Jacobs Director, President and Chief Operating Officer,
President and UC; Director, President and Chief
Chief Executive Officer, Carillon Group of
Executive Mutual Funds; prior thereto, Executive
Officer Vice President, UC
D. Stephen Cole Vice President Vice President, UC
Thomas G. Knipper Treasurer Treasurer, the Adviser;
Controller and Treasurer, Carillon
Group of Mutual Funds
John F. Labmeier Secretary President, Associate General
Counsel and Assistant Secretary, UC;
Vice President and Secretary,
Carillon Group of Mutual Funds and
Carillon Investments, Inc.
</TABLE>
Item 27. Principal Underwriters
(a) The principal underwriter of Registrant is Carillon
Investments, Inc. Carillon Investments, Inc. also acts as
principal underwriter for the Carillon Account and Carillon Life
Account of UC.
(b) The officers and directors of Carillon Investments,
Inc. and their positions, if any, with Registrant are shown
below. The business address of each is 1876 Waycross Road,
Cincinnati, Ohio 45240.
<TABLE>
<CAPTION>
Name and Position with
Carillon Investments, Inc. Position with Registrant
<S> <C>
John H. Jacobs Trustee, President and
Director Chief Executive Officer
Elizabeth G. Monsell None
Director and President
Harry Rossi Trustee
Director
Lothar A. Vasholz None
Director
Kevin W. O'Toole None
Vice President
Connie Grosser None
Treasurer
John F. Labmeier Vice President and Secretary
Vice President and Secretary
Patricia M. Heim None
Compliance Officer
John M. Lucas Assistant Secretary
Assistant Secretary
</TABLE>
(c) Carillon Investments, Inc. received $0 in aggregate
commissions from the sale of Trust shares for the year ended
October 31, 1998. Of this amount, Carillon Investments, Inc.
retained $0.
Item 28. Location of Accounts and Records
Firstar Mutual Fund Services, LLC, P.O. Box 701, Milwaukee,
WI 53201-0701, acts as custodian of the Registrant's assets and
is its bookkeeping, transfer and dividend disbursing agent. It
maintains books, records and accounts of the Registrant required
to be maintained pursuant to Section 31(a) of the Investment
Company Act of 1940 and the rules promulgated thereunder.
Item 29. Management Services
Not Applicable
Item 30. Undertakings
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant, Carillon
Investment Trust, certifies that it meets all of the
requirements for effectiveness of this Post-effective Amendment
to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-effective
Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Cincinnati, State of Ohio on the 10th day of May, 1999.
CARILLON INVESTMENT TRUST
(SEAL)
Attest: /s/ John F. Labmeier By: /s/ John H. Jacobs
John H. Jacobs, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John H. Jacobs President 5/10/99
John H. Jacobs and Trustee
(Principal
Executive
Officer)
/s/ Thomas G. Knipper Controller 5/10/99
Thomas G. Knipper and Treasurer
(Principal
Financial
and Accounting
Officer)
*/s/ George M. Callard, M.D. Trustee 5/10/99
George M. Callard, M.D.
*/s/ Theodore H. Emmerich Trustee 5/10/99
Theodore H. Emmerich
*/s/ James M. Ewell Trustee 5/10/99
James M. Ewell
*/s/ Richard H. Finan Trustee 5/10/99
Richard H. Finan
*/s/ Jean Patrice Harrington, S.C. Trustee 5/10/99
Jean Patrice Harrington, S.C.
*/s/ Charles W. McMahon Trustee 5/10/99
Charles W. McMahon
*/s/ Harry Rossi Trustee 5/10/99
Harry Rossi
</TABLE>
*/ By John F. Labmeier pursuant to Power of Attorney
previously filed.
<PAGE>
TABLE OF EXHIBITS
(a) Declaration of Trust and Amendment Nos. 1, 2 and 3
(b) By-Laws
(d) (1) Investment Advisory Agreement
(2) Administration Agreement
(3) Amendment to Administration Agreement
(e) (1) Distribution Agreement
(2) Amendment to Distribution Agreement
(g) (1) Custodian Agreement
(2) Portfolio Accounting Agreement
(h) Transfer Agency Agreement
(i) Legal Opinion
(j) Consent of Deloitte & Touche LLP
(l) Form of Contribution Agreement
(n) Financial Data Schedule
AMENDMENT NO. 3
DECLARATION OF TRUST
OF
CARILLON INVESTMENT TRUST
The undersigned, being a majority of the Trustee of Carillon
Investment Trust, do hereby amend the Declaration of Trust of
Carillon Investment Trust, pursuant to Section 9.3 of the Trust,
as follows:
1. The third and fourth sentences in Section 6.1 -Beneficial
Interest, in Article VI on page 15 are hereby changed to read as
follows:
The shares of beneficial interest shall be of one series and
one class. The one series of the Trust is CARILLON CAPITAL FUND.
2. The effective date of this Amendment No. 3 shall be
February 22, 1989.
IN WITNESS WHEREOF, the undersigned Trustees have executed
this instrument this 14 day of June, 1989.
/s/ Theodore H. Emmerich
William Beckett, as Trustee Theodore H. Emmerich, as
and not individually Trustee and not individually
/s/ Elmer R. Best /s/ James M. Ewell
Elmer R. Best, as Trustee James M. Ewell Trustee
and not individually and not individually
/s/ George M. Callard /s/ Jean Patrice Harrington, S.C.
George M. Callard, as Trustee Jean Patrice Harrington, S.C.
and not individually as Trustee and not
individually
/s/ Michael A. Conway
Michael A. Conway, as Trustee
and not individually
County of Hamilton, State of Ohio SS:
There personally appeared before me the above named
individuals, each of whom acknowledged the foregoing instrument
to be his or her free act and deed this 14 day of June, 1989.
/s/ John F. Labmeier
Notary Public
JOHN F. LABMEIER, Attorney at Law
NOTARY PUBLIC STATE OF OHIO
My Commission has no expiration
date. Section 147.03 O.R.C.
<PAGE>
CERTIFICATE
I hereby certify that the foregoing Amendment No. 3 to the
Declaration of Trust of Carillon Investment Trust was duly made
and authorized in accordance with the provisions of Article IX,
Section 9.3 of the Trust.
/s/ Michael A. Conway
Michael A. Conway
Trustee
Hamilton County
SS
State of Ohio
Sworn to and subscribed in my presence this 14 day of
June, 1989.
/s/ John F. Labmeier
Notary Public
JOHN F. LABMEIER, Attorney at Law
NOTARY PUBLIC STATE OF OHIO
My Commission has no expiration
date. Section 147.03 O.R.C.
<PAGE>
AMENDMENT NO. 2
TO
DECLARATION OF TRUST
OF
CARILLON INVESTMENT TRUST
The undersigned, being a majority of the Trustees of Carillon.
Investment Trust, do hereby amend the Declaration of Trust of Carillon
Investment Trust, pursuant to Section 9.3 of the Trust, as follows:
1. The fourth sentence in Section 6.1 - Beneficial Interest, in
Article VI on page 15 is hereby changed to read as follows:
The three initial series of the trust are CARILLON CAPITAL FUND,
CARILLON GROWTH STOCK FUND, and CARILLON U.S. GOVERNMENT SECURITIES
FUND.
2. The effective date of this Amendment No. 2 shall be December 16,
1987.
IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 16 day of DECEMBER, 1987.
/s/ William Beckett /s/ Theodore H. Emmerich
William Beckett, as Trustee Theodore H. Emmerich, as
and not individually Trustee and not individually
/s/ Elmer R. Best /s/ James M. Ewell
Elmer R. Best, as Trustee James M. Ewell Trustee
and not individually and not individually
/s/ George M. Callard /s/ Jean Patrice Harrington, S.C.
George M. Callard, as Trustee Jean Patrice Harrington, S.C.
and not individually as Trustee and not
individually
/s/ Michael A. Conway /s/ Charles C. Hinckley
Michael A. Conway, as Trustee Charles C. Hinckley, as Trustee
and not individually and not individually
County of Hamilton
SS
State of Ohio
There personally appeared before me the above named William Beckett,
Elmer R. Best, George M. Callard, Michael A. Conway, Theodore H.
Emmerich, James M. Ewell, Jean Patrice Harrington, S.C. and Charles C.
Hinckley, each of whom acknowledged the foregoing instrument to be his
free act and deed this 16 day of December, 1987.
/s/ John F. Labmeier
Notary Public
JOHN F. LABMEIER, Attorney at Law
NOTARY PUBLIC STATE OF OHIO
My Commission has no expiration
date. Section 147.03 O.R.C.
<PAGE>
CERTIFICATE
I hereby certify that the foregoing Amendment No. 2 to the
Declaration of Trust of Carillon Investment Trust was duly made and
authorized in accordance with the provisions of Article IX, Section 9.3
of the Trust.
/s/ Michael A. Conway
Michael A. Conway
Trustee
Hamilton County
State of Ohio ss.
Sworn to and subscribed in my presence this 25 day of Jan. 1988.
/s/ John F. Labmeier
Notary Public
JOHN F. LABMEIER, Attorney at Law
NOTARY PUBLIC STATE OF OHIO
My Commission has no expiration
date. Section 147.03 O.R.C.
<PAGE>
AMENDMENT NO. 1
TO
DECLARATION OF TRUST
OF
CARILLON INVESTMENT TRUST
The undersigned Bruce Avedon and John F. Labmeier, being a majority
of the Trustees of Carillon Investment Trust, do hereby amend the
Declaration of Trust of Carillon Investment Trust, pursuant to Section
9.3 of the Trust, as follows:
1. The fourth sentence in Section 6.1 - Beneficial Interest, in
Article VI on page 15 is hereby changed to read as follows:
The three initial series of the trust are CARILLON CAPITAL FUND,
CARILLON GROWTH STOCK FUND, and CARILLON U.S. GOVERNMENT BOND FUND.
2. The effective date of this Amendment No. 1 shall be July 10,
1987.
IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 10 day of July, 1987.
/s/ Bruce Avedon /s/ John F. Labmeier
Bruce Avedon, as Trustee John F. Labmeier, as Trustee
and not individually and not individually
County of Hamilton
SS
State of Ohio
There personally appeared before me the above named Bruce Avedon
and John F. Labmeier, each of whom acknowledged the foregoing
instrument to be his free act and deed this 10th day of July, 1987.
/s/ Barbara J. McBride
Notary Public
BARBARA J. MCBRIDE
Notary Public, State of Ohio
My Commission Expires July 9, 1990
<PAGE>
DECLARATION OF TRUST
OF
CARILLON INVESTMENT TRUST
TABLE OF CONTENTS
Article Page
I. NAME AND DEFINITIONS........................................ 1
1.1 Name ...................................................... 1
1.2 Definitions ............................................... 1
II. TRUSTEES .................................................. 3
2.1 Number of Trustees ........................................ 3
2.2 Term and Election ........................................ 3
2.3 Resignation and Removal by Trustees ...................... 4
2.4 Removal by Shareholders ................................... 4
2.5 Vacancies ................................................ 5
2.6 Delegation of Power to Other Trustees .................... 5
III. POWERS OF TRUSTEES ....................................... 5
3.1 General .................................................. 5
3.2 Investments ............................................... 6
3.3 Legal Title .............................................. 8
3.4 Issuance and Repurchase of Shares ......................... 8
3.5 Delegation: Committees ................................... 8
3.6 Collection and Payment .................................... 8
3.7 Expenses ................................................. 9
3.8 Manner of Acting .......................................... 9
3.9 By-Laws .................................................. 9
3.10 Miscellaneous Powers ..................................... 9
3.11 Principal Transactions .................................. 10
3.12 Trustees and Officers as Shareholders .................. 10
3.13 Litigation ............................................ ll
IV. CONTRACTS ................................................ 11
4.1 Underwriting Contract .................................... ll
4.2 Investment Advisory or Management Contract ............... ll
4.3 Transfer Agent .......................................... 12
4.4 Affiliations of Trustees or Officers, etc ................ 12
V. LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS ......................................... 13
5.1 No Personal Liability of Shareholders, Trustees, etc .... 13
5.2 Non-Liability of Trustees, etc .......................... 14
5.3 No Bond Required of Trustees ............................ 14
5.4 No Duty of Investigation;
Notice in Trust Instruments, etc ........................ 14
5.5 Reliance on Experts, etc ............................... 15
VI. SHARES OF BENEFICIAL INTEREST ........................... 15
6.1 Beneficial Interest ..................................... 15
6.2 Rights of Shareholders ................................. 16
6.3 Trust Only ............................................. 16
6.4 Issuance of Shares ..................................... 16
6.5 Register of Shares; Share Certificates .................. 17
6.6 Transfer of Shares ...................................... 17
6.7 Notices ................................................ 18
6.8 Treasury Shares ......................................... 18
6.9 Voting Powers ........................................... 18
6.10 Series or Classes of Shares ............................ 18
VII. REDEMPTION, REPURCHASE AND REDUCTION OF SHARES ......... 20
7.1 Redemption of Shares .................................... 20
7.2 Price .................................................. 21
7.3 Payment ................................................ 21
7.4 Repurchase by Agreement ................................. 21
7.5 Redemption of Shareholder's Interest;
Redemption of Shares to Qualify as a Regulated
Investment Company; Disclosure of Holdings ............. 21
7.6 Suspension of Right of Redemption ....................... 22
7.7 Effect of Suspension of Determination of Net Asset Value. 23
7.8 Reductions of Shares ................................... 23
VIII. DETERMINATION OF NET ASSET VALUE, NET INCOME
AND DISTRIBUTIONS ....................................... 23
8.1 Net Asset Value ....................................... 23
8.2 Distributions With Respect to Outstanding Shares ....... 24
8.3 Determination of Net Income ............................ 25
8.4 Power to Modify Foregoing Procedures ................... 25
IX. DURATION: TERMINATION OF TRUST; AMENDMENT
MERGERS ETC. ............................................ 25
9.1 Duration ............................................... 25
9.2 Termination of Trust ................................... 25
9.3 Amendment Procedure ..................................... 26
9.4 Merger, Consolidation or Sale of Assets ................. 27
9.5 Incorporation ........................................... 27
X. MISCELLANEOUS ............................................ 28
10.1 Filing ................................................ 28
10.2 Governing Law .......................................... 28
10.3 Counterparts .......................................... 29
10.4 Reliance by Third Parties .............................. 29
10.5 Provisions in Conflict With Law or Regulations ......... 29
10.6 Index and Heading for Reference Only ................... 30
<PAGE>
DECLARATION OF TRUST
OF
CARILLON INVESTMENT TRUST
Dated December 8, 1986
DECLARATION OF TRUST made December 8 , 1986, by Bruce Avedon, John
F. Labmeier and Robert J. Routier, (the Trustees.)
WHEREAS, the Trustees desire to establish a trust under the laws of
Massachusetts for the investment and reinvestment of funds contributed
thereto and
WHEREAS, the Trustees desire that the beneficial interest in the
trust assets be divided into transferable shares of beneficial
interest, as hereinafter provided;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed
in trust for the benefit of the holders of the shares of beneficial
interest issued pursuant to this Declaration and subject to the
provisions hereof.
ARTICLE I
NAME AND DEFINITIONS
SECTION 1.1 - Name.
The name of the Trust created hereby is Carillon Investment Trust.
SECTION 1.2 - Definitions.
Wherever they are used herein, the following terms shall have the
following respective meanings:
(a) "By-Laws" means the By-Laws referred to in Section 3.9 hereof,
as amended from time to time.
(b) The terms "Commission," "Affiliated Person," and "Interested
Person," have the meanings given them in the Investment Company Act of
1940. The term "vote of a majority of the Shares outstanding and entitled
to vote" shall have the same meaning as the term "vote of a majority of
the outstanding voting securities" contained in the Investment Company
Act of 1940.
(c) "Custodian" means any Person other than the Trust who
has custody of any Trust Property as required by Section 17(f)
of the 1940 Act.
(d) "Declaration" means this Declaration of Trust as
amended from time to time. Reference in this Declaration to
"Declaration," "hereof," "herein" and "hereunder" shall be
deemed to refer to this Declaration rather than exclusively to
the article or section in which such words appear.
(e) "Distributor" means the other Person to any contract
entered into by the Trust pursuant to Section 4.1 hereof.
(f) "Fundamental Policies" means the investment
restrictions set forth and identified as such in the By-Laws.
(g) "his" shall be deemed to include the feminine and
neuter, as well as the masculine, genders.
(h) "Investment Adviser" means the other Person to any
contract entered into by the Trust pursuant to Section 4.2
hereof.
(i) The "1940 Act" means the Investment Company Act of
1940, as amended from time to time.
(j) "Person" means and includes individuals, corporations,
partnerships, trusts, associations, joint ventures, and other
entities, whether or not legal entities, governments and
agencies and instrumentalities and political subdivisions
thereof, and quasi-governmental agencies and instrumentalities.
(k) "Prospectus" means the Prospectus of the Trust
effective from time to time under the Securities Act of 1933,
as amended from time to time.
(1) "Securities" shall include, without limitation, common
and preferred stocks American Depository Receipts, currency
futures, certificates of deposit, finance paper, commercial
paper, bankers acceptances and all kinds of repurchase
agreements and reverse repurchase agreements entered into by
any Person warrants options bonds debentures; bills notes;
other evidences of indebtedness; negotiable or non-negotiable
instruments; government securities, including, without
limitation, securities of the United States or any other
government, any state, municipality or other political
subdivision thereof, or any governmental or quasi-governmental
agency or instrumentality.
(m) "Shareholder" means a record owner of outstanding
Shares.
(n) "Shares" means the equal proportionate units of interest
into which the beneficial interest in the Trust shall be divided
from time to time and includes fractions of Shares as well as
whole Shares. "Outstanding" Shares means those Shares shown from
time to time on the books of the Trust or its Transfer Agent as
then issued and outstanding, but shall not include Shares which
have been redeemed or repurchased by the Trust.
(o) "Transfer Agent" means the other Person to any contract
entered into by the Trust pursuant to Section 4.3 hereof.
(p) "Trust" means the Trust created by this Declaration.
(q) "Trust Property" means any and all property, real or
personal, tangible or intangible, which is owned or held by or
for the account of the Trust or the Trustees as such, but shall
not include property owned by the Trustees in their individual
capacity.
(r) "Trustees" means the Persons who have signed this
Declaration, for so long as they shall continue in office in
accordance with the terms hereof, and all other Persons who may
from time to time be serving as Trustees in accordance with the
provisions of Article II hereof, and reference herein to a
Trustee or the Trustees shall refer to such Person or Persons in
his capacity as Trustee or their capacities as Trustees
hereunder, and shall not refer to his or their individual
capacities except where the context requires otherwise.
ARTICLE II
TRUSTEES
SECTION 2.1 - Number of Trustees.
The number of Trustees shall be such number as shall be
fixed from time to time by written instrument signed by a
majority of the Trustees, provided, however, that the number of
Trustees shall in no event be reduced to less than three by such
an instrument.
SECTION 2.2 - Term and Election.
The Trustees shall (except in the event of resignations or
removals or vacancies pursuant to Sections 2.3 or 2.4 hereof)
hold office during the lifetime of the Trust and until its
termination as hereinafter provided.
SECTION 2.3 - Resignation and Removal by Trustees.
Any Trustee may resign as such (without need for prior or
subsequent accounting) by an instrument in writing signed by him
and delivered to the other Trustees and such resignation shall
be effective upon such delivery, or at a later date according to
the terms of the instrument. Any of the Trustees may be removed
(provided the aggregate number of Trustees after such removal
shall not be less than the minimum number required by this
Declaration) for cause by the action of two-thirds of the
remaining Trustees. Upon the resignation or removal of a
Trustee, or his otherwise ceasing to be a Trustee, he shall
execute and deliver such documents as the remaining Trustees
shall require for the purpose of conveying to the Trust or the
remaining Trustees any Trust Property held in the name of the
resigning or removed Trustee. Upon the incapacity or death of
any Trustee, his legal representative shall execute and deliver
on his behalf such documents as the remaining Trustees shall
require as provided in the preceding sentence.
SECTION 2.4 - Removal by Shareholders.
The Shareholders shall 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
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 under this section. The Trustees shall promptly call
such a meeting of Shareholders when requested to do so by the
record holders of not less than 10 percent of the Outstanding
Shares.
Whenever ten or more Shareholders of record 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 1 per centum
of the Outstanding Shares, whichever is less, shall apply to the
Trustees in writing, stating that they wish to communicate with
other Shareholders with a view to obtaining signatures in order
to request a meeting pursuant to this Section 2.4, and such
application shall be accompanied by a form of communication and
request that they wish to transmit; the Trustees shall, within
five business days after receipt of such application, either:
(a) Afford to such applicants access to a list of the names
and addresses of all Shareholders as recorded on the books of
the Trust; or
(b) Inform such applicants as to the approximate number of
Shareholders of record, and the approximate cost of mailing to
them the proposed communication and form of request. Upon tender
by such applicants of the amount so determined, undertake to
mail such communication to Shareholders of record.
SECTION 2.5 - Vacancies.
The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of his death, resignation,
removal, bankruptcy, adjudicated incompetence or other permanent
incapacity as two-thirds of the remaining Trustees deem to have
rendered him unable to perform the duties of the office of a
Trustee. No such vacancy shall operate to annul this Declaration
or to revoke any existing agency created pursuant to the terms
of this Declaration. In the case of an existing vacancy,
including a -vacancy existing by reason of an increase in the
number of Trustees, subject to the provisions of the 1940 Act,
the remaining Trustees shall fill such vacancy by the
appointment of such other Person as they in their discretion
shall see fit, pursuant to a written instrument signed by a
majority of the Trustees then in office. No such appointment
shall become effective until the Person named in the written
instrument of appointment shall have accepted such appointment
in writing and agreed in writing to be bound by the terms of
this Declaration. An appointment of a Trustee may be made in
anticipation of a vacancy to occur at a later date by reason of
retirement, resignation or increase in the number of Trustees,
provided that such appointment shall not become effective prior
to such retirement, resignation or increase in the number of
Trustees. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled as provided in this Section
2.5, the Trustees in office, regardless of their number, shall
have all the powers granted to the Trustees and shall discharge
all the duties imposed upon the Trustees by this Declaration. A
written instrument certifying the existence of such vacancy
signed by a majority of the Trustees shall be conclusive
evidence of the existence of any such vacancy.
SECTION 2 6 - Delegation of Power to Other Trustees.
Any Trustee may, by power of attorney, delegate his power for
a period not exceeding six (6) months at any one time to any
other Trustee or Trustees, provided that in no case shall less
than two (2) Trustees personally exercise the powers granted to
the Trustees under this Declaration except as herein otherwise
expressly provided, and provided further that this Section shall
in no way be deemed to limit the provisions of Section 3.5.
ARTICLE III
POWERS OF TRUSTEES
SECTION 3.1 - General.
The Trustees shall have exclusive and absolute control over
the Trust Property and over the business of the Trust to the
same extent as if the Trustees were the sole owners of the Trust
Property and business in their own right.
The Trustees are responsible for the general policies of the
Trust and for such general supervision of the business of the
Trust conducted by all officers, employees, agents, Investment
Advisers, Distributors, Custodians, Transfer Agents or
independent contractors of the Trust as may be necessary to
ensure that such business conforms to the provisions of this
Declaration. However, the Trustees are not and shall not be
required personally to conduct the business of the Trust and,
consistent with their ultimate responsibility as stated above,
the Trustees shall have the power to appoint, employ or contract
with any Person or Persons (including one or more of themselves
or any Person in which one or more of them may be directors,
officers, agents, employees, stockholders, partners or Trustees
or with which one or more of them may be otherwise affiliated)
as the Trustees may deem necessary or proper for the transaction
of the business of the Trust, and for such purpose may grant or
delegate such authority to any such Person as the Trustees may
in their sole discretion deem necessary or desirable without
regard to whether such authority is normally granted or
delegated by Trustees. The Trustees shall have the power to
determine the terms and compensation of any such Person and may
exercise broad discretion in allowing such Person to administer
and regulate the operations of the Trust, to act as agent for
the Trust, to execute documents on behalf of the Trustees or the
Trust, and to make executive decisions which conform to the
general policies and general principles previously established
by the Trustees.
The Trustees shall have power to conduct the business of the
Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of
Massachusetts, in any and all states of the United States of
America, in the District of Columbia, and in any and all
commonwealths, territories, dependencies, colonies, and
possessions of the United States of America and of foreign
governments, and to do all such other things and execute all
such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust, notwithstanding
that such matters may not be specifically mentioned herein. Any
determination as to what is in the interests of the Trust or as
to the existence of powers or authorities hereunder made by the
Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration, there shall be a presumption in
favor of a grant of power to the Trustees.
The enumeration of any specific power herein shall not be
construed as limiting the aforesaid powers, or as limiting
Trustees to such powers. Such powers of the Trustees may be
exercised without order, and without resort to any court.
SECTION 3.2 - Investments.
The Trustees shall have the power, subject to the
Fundamental Policies:
(a) To operate as and carry on the business of an investment
company, and exercise all the powers necessary and appropriate
to the conduct of such business
(b) To invest in, hold for investment, and reinvest in
Securities, or, in when issued. or delayed delivery contracts
for any Securities or retain all or any part of the Trust
Property in cash and at any time and from time to time to change
the investments of the Trust Property;
(c) To acquire (by purchase, subscription or otherwise), to
hold, to trade in and deal in, to sell or otherwise dispose of,
to lend, and to pledge, Securities;
(d) To exercise all rights, powers and privileges of
ownership or interest in all Securities included in the Trust
Property, including the right to vote thereon and otherwise act
with respect thereto and to do all acts for the preservation,
protection, improvement and enhancement in value of all Trust
Property;
(e) To acquire (by purchase, lease or otherwise) and to
hold, use, maintain, develop and dispose of (by sale or
otherwise) any property, real or personal, tangible or
intangible, including, without limitation, cash and any interest
therein;
(f) To borrow money and, in connection therewith, to issue
notes or other evidences of indebtedness; to secure borrowings
by mortgaging, pledging or otherwise subjecting as security the
Trust Property or any portion thereof; to endorse, guarantee, or
undertake the performance of any obligation or engagement of any
other Person and to lend Trust Property;
(g) To do all acts and things designed to protect, preserve,
improve or enhance the value of any Security or interest of the
Trust; to guarantee or become surety on any or all of the
contracts, stocks, bonds, notes, debentures and other
obligations of the Trust; and
(h) In general to carry on any other business in connection
with or incidental to any of the foregoing powers, to do
everything necessary, suitable or proper for the accomplishment
of any purpose or the attainment of any objective or the
furtherance of any power set forth herein, either alone or in
association with others, and to do every other act or things
incidental or appurtenant to, or growing out of, or connected
with, the aforesaid business or purposes, objectives or powers.
The foregoing clauses shall be construed both as objectives
and powers, and the foregoing enumeration of specific powers
shall not be construed to limit or restrict in any manner the
general powers of the Trustees.
The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the
Trust, nor shall the Trustees be limited by any law limiting the
investments which may be made by fiduciaries.
SECTION 3.3 - Legal Title.
Legal title to all the Trust Property shall be vested in the
Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property to be held by
or in the name of one or more of the Trustees, or in the name of
the Trust or a designated series thereof, or in the name of any
other Person as nominee, on such terms as the Trustees may
determine. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may
become a Trustee. Upon the termination of a Trustee's term of
office, he shall automatically cease to have any right, title or
interest in the Trust Property and such right, title, or
interest shall vest automatically in the remaining Trustees.
Such vesting and cessation of title shall be effective whether
or not conveyancing documents have been executed and delivered.
SECTION 3.4 - Issuance and Repurchase of Shares.
The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares and,
subject to the provisions set forth in Articles VII, VIII and
IX, to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of Shares, any Trust Property
whether capital or surplus or otherwise, to the full extent now
or hereafter not prohibited by the laws of the Commonwealth of
Massachusetts.
SECTION 3.5 - Delegation; Committees.
The Trustees shall have power to delegate from time to time
to such of their number or to officers, employees or agents of
the Trust the doing of such things and the execution of such
instruments either in the name of the Trust or in the names of
the Trustees or otherwise as the Trustees may deem expedient,
except as may be prohibited by the 1940 Act.
SECTION 3.6 - Collection and Payment.
The Trustees shall have power to collect all property due to
the Trust; to pay all claims, including, without limitation,
taxes, against the Trust Property; to prosecute, defend, compromise or
abandon any claims relating to the Trust Property; to
foreclose any security interest securing any obligations, by virtue of
which any property is owed to the Trust; and to enter into releases,
agreements and other instruments.
SECTION 3.7 - Expenses.
The Trustees shall have the power to incur and pay any expenses
which, in the opinion of the Trustees, are necessary or incidental to
carrying out any of the purposes of this Declaration to pay themselves
reasonable compensation and to reimburse themselves for expenses
incurred in the performance of their duties as Trustees from the Trust
Property. The Trustees shall fix the compensation of all officers,
employees, agents and Trustees.
SECTION 3.8 - Manner of Acting.
Except as otherwise provided herein or in the By-Laws, any action
to be taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees at which a quorum is present,
including any meeting held by means of a conference telephone circuit
or similar communications equipment by which all Persons participating
in the meeting can hear one another, or by written consent of the
entire number of Trustees then in office.
SECTION 3.9 - By-Laws.
The Trustees may adopt By-Laws not inconsistent with this
Declaration to provide for the conduct of the business of the Trust
and may amend or repeal such By-Laws to the extent such power is not
specifically reserved to the Shareholders.
SECTION 3.10 - Miscellaneous Powers.
The Trustees shall have the power to:
(a) Employ or contract with such Person or Persons as the Trustees
may deem desirable for the transaction of the business of the Trust;
(b) Enter into joint ventures, partnerships and any other
combinations or associations;
(c) Remove Trustees or fill vacancies in, or add to their number,
elect and remove such officers and appoint and terminate such agents
or employees as they consider appropriate, and appoint from their own
number, and terminate, any one or more committees which may exercise
some or all of the power and authority of the Trustees as the Trustees
may determine;
(d) Purchase, and pay for out of Trust Property insurance
policies insuring the Shareholders, Trustees, officers,
employees, agents, Investment Advisers, Distributors, Transfer
Agents, Custodians, selected dealers or independent contractors
of the Trust against any and all claims and liabilities arising
by reason of holding any such position or by reason of any
action taken or omitted by any such Person in such capacity,
whether or not constituting negligence, and whether or not the
Trust would have the power to indemnify such Person against such
claim or liability;
(e) Establish pension, profit-sharing, Share purchase, and
other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust;
(f) TO the extent not prohibited by law, indemnify any
Person with whom the Trust had dealings, including any
Investment Adviser, Distributor, Transfer Agent and selected
dealers, to such extent as the Trustees shall determine;
(g) Guarantee indebtedness or contractual obligations of
others;
(h) Determine and change the fiscal year of the Trust and
the method by which its accounts shall be kept; and
(i) Adopt a seal for the Trust, but the absence of such seal
shall not impair the validity of any instrument executed on
behalf of the Trust.
SECTION 3.11 - Principal Transactions.
Except in transactions permitted by the 1940 Act or any
order of exemption issued by the Commission, or effected to
implement the provisions of any agreement to which the Trust is
a party, the Trustees shall not, on behalf of the Trust, buy any
Securities (other than Shares) from or sell any Securities
(other than Shares) to, or lend any assets of the Trust to, any
Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any
such dealings with the Manager, Distributor or Transfer Agent or
with any Affiliated Person of such Person, but the Trust may
employ any such Person, or firm or company in which such Person
is an Interested Person, as broker, legal counsel, registrar,
transfer agent, dividend disbursing agent or custodian upon
customary terms.
SECTION 3.12 - Trustees and Officer as Shareholders.
Any Trustee, officer, employee or agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he
were not such a Trustee, officer, employee or agent; and the
Trustees may issue and sell, or cause to be issued or sold,
Shares to, and buy Shares from, any such Person or any firm or
company in which he is an Interested Person.
SECTION 3.13 - Litigation.
The Trustees shall have the power to engage in and to prosecute,
defend, compromise, abandon, or adjust, by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims,
and demands relating to the Trust, and out of the assets of the
Trust, to pay or to satisfy any debts, claims or expenses
incurred in connection therewith, including those of litigation,
and such power shall include without limitation the power of the
Trustees or any appropriate committee thereof, in the exercise
of their or its good faith business judgment, to dismiss any
action, suit, proceeding, dispute, claim, or demand, derivative
or otherwise, brought by any Person, including a Shareholder in
its own name or the name of the Trust, whether or not the Trust
or any of the Trustees may be named individually therein or the
subject matter arises by reason of business for or on behalf of
the Trust.
ARTICLE IV
CONTRACTS
SECTION 4.1 - Underwriting Contract.
Subject to the provisions of the 1940 Act, the Trustees may,
in their discretion, from time to time enter into, renew, amend,
or modify an exclusive or non-exclusive underwriting contract or
contracts providing for the sale of the Shares to net the Trust
an amount per Share not less than the amount provided for in
Section 8.1 hereof, whereby the Trustees may agree to sell the
Shares to the other party to the contract and/or appoint such
other party sales agent of the Trust for the Shares, on such
terms and conditions as may be prescribed in the By-Laws, if
any, and such further terms and conditions as the Trustees may,
in their discretion, determine not inconsistent with the
provisions of this Declaration or the By-Laws; and any such
contract may also provide for the repurchase of the Shares by
such other party as agent of the Trust and may provide that such
other party may enter into selected dealer agreements with
registered Securities dealers to further the purpose of the
distribution or repurchase of such Shares.
SECTION 4.2 - Investment Advisory or Management Contract.
Subject to the provisions of the 1940 Act, the Trustees may,
in their discretion, from time to time enter into, renew, amend,
or modify an investment advisory or management contract or
contracts whereby the other party or parties to such contract or
contracts shall undertake to furnish to the Trust such
management,
- 11
investment advisory, statistical, and research facilities and
services and such other facilities and service, if any, and all
upon such terms and conditions as the Trustees may, in their
discretion, determine, including the grant of authority to such
other party to determine what Securities shall be purchased or
sold by the Trust and what portion of its assets shall be left
uninvested, which authority shall include the power to make
changes in the Trust's investments. Notwithstanding any
provisions of this Declaration, the Trustees may authorize the
Investment Adviser (subject to such general or specific
instructions as the Trustees may from time to time adopt) to
effect purchases, sales, loans or exchanges of Securities of the
Trust on behalf of the Trustees and may authorize any officer,
employee or Trustee to effect such purchases, sales, loans or
exchanges pursuant to recommendations of the Investment Adviser,
all without further action by the Trustees. Any such activities
shall be deemed to have been authorized by all of the Trustees.
SECTION 4.3 - Transfer Agent.
The Trustees may in their discretion from time to time enter
into a transfer agency and Shareholder service contract or
contracts whereby the other party or parties to such contract or
contracts shall undertake to furnish transfer agency and
Shareholder services to the Trust. Any such contract shall have
such terms and conditions as the Trustees may, in their
discretion, determine not inconsistent with this Declaration or
the By-Laws. Such services may be provided by one or more
Persons.
SECTION 4.4 - Affiliations of Trustees or Officer, etc.
Any Shareholder, Trustee or officer of the Trust,
individually, or any firm of which any Shareholder, Trustee or
officer of the Trust may be a member, or any Person of which any
Shareholder, Trustee or officer of the Trust may be an officer
or director or in which} any Shareholder, Trustee or officer of
the Trust may be directly or indirectly interested as the holder
of any amount of its capital stock or otherwise, may be a party
to, or may be financially or otherwise interested in, any
contract or transaction of the Trust, and, in the absence of
fraud, no contract or other transaction shall be thereby
affected or invalidated by reason of the existence of any such
relationship; nor shall any Person holding such relationship be
liable merely by reason of such relationship for any loss or
expense to the Trust under or by reason of such contract or
accountable for any profit realized directly or indirectly
therefrom, provided that the fact of any such interests or
relationships shall be disclosed or shall have been known to the
Trustees or a majority thereof. Any such Shareholder, Trustee or
officer of the Trust may be counted in determining the existence
of a quorum at the meeting of the Trustees of the Trust which
shall authorize any such contract or transaction, and may vote
thereat to authorize any such contract or transaction, with like
force and effect as if such other interests or relationships did
not exist. In furtherance and not in limitation of the
foregoing, the Trustees of the Trust are expressly authorized to
contract for investment advisory and management services of any
nature, as described in Section 4.2, with any Person Affiliated
with any Trustee or parent or Affiliated or Interested Person of
any such Person, on such terms as the Trustees may deem
desirable. The Trustees are further expressly authorized to
contract with any such Person or parent or Affiliated or
Interested Person of any such Person on such terms as the
Trustees may deem desirable for the distribution of Shares of
the Trust as described in Section 4.1 and to contract for other
services, including, without limitation services as Transfer
Agent for the Trust's Shares as described in Section 4.3 above
with any such Person on such terms as the Trustees may deem
desirable. Any such Person or parent or Affiliated or Interested
Person of any such Person which enters into one or more of such
contracts may also perform similar or identical services for
other investment companies and other Persons without restriction
by reason of the relationship with the Trust.
ARTICLE V
LIMITATIONS OF LIABILITY OF
SHAREHOLDER, TRUSTEES AND OTHERS
SECTION 5.1 - No Personal Liability of Shareholders, Trustees,
etc.
No Shareholder as such shall be subject to any personal
liability whatsoever to any Person in connection with Trust
Property or the acts, omissions, obligations or affairs of the
Trust. No Trustee, officer, employee or agent of the Trust as
such shall be subject to any personal liability whatsoever to
any Person in connection with Trust Property or the affairs of
the Trust, save only that to which they would be subject by
reason of willful misfeasance, bad faith, or gross negligence in
the performance of their duties, or by reason of their reckless
disregard of their obligations and duties with respect to such
Person and all Persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising directly or
indirectly in connection with the affairs of the Trust. If any
Shareholder, Trustee, officer, employee, or agent, as such, of
the Trust is made a party to any suit or proceeding to enforce
any such liability of the Trust, he shall not, on account
thereof, be held to any personal liability. The Trust shall
indemnify and hold each Shareholder harmless from and against
all claims and liabilities to which such Shareholder may become
subject by reason of his being or having been a Shareholder, and
shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such
claim or liability. The rights accruing to a Shareholder under
this Section 5.1 shall not exclude any other right to which such
Shareholder may be lawfully entitled, nor shall anything herein
contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though
not specifically provided herein.
SECTION 5.2 - Non-Liability of Trustees, etc.
No Trustee, officer, employee or agent of the Trust shall be
liable to the Trust, its Shareholders, or to any Shareholder,
Trustee, officer, employee, or agent thereof for any action or
failure to act (including without limitation the failure to
compel in any way any former or acting Trustee to redress any
breach of Trust), except for his own bad faith, willful
misfeasance, gross negligence or reckless disregard of the
duties involved in the conduct of his office.
SECTION 5.3 - No Bond Required of Trustees.
No Trustee shall be obligated to give any bond or other
security for the performance of any of his duties hereunder.
SECTION 5.4 - No Duty of Investigation: Notice in Trust
Instruments, etc.
No purchaser, lender, Transfer Agent, Custodian or other
Person dealing with the Trustees or any officer, employee or
agent of the Trust shall be bound to make any inquiry concerning
the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent or be liable for
the application of Trust Property paid, loaned, or delivered to
or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate,
Share, other security of the Trust or undertaking, and every
other act or thing whatsoever executed in connection with or on
behalf of the Trust shall be conclusively presumed to have been
executed or done by the executors thereof only in their capacity
as Trustees under this Declaration or in their capacity as
officer, employees or agents of the Trust. Every written
obligation, contract, instrument, certificate, Share, other
security of the Trust or undertaking made or issued by the
Trustees may recite, in substance, that the same is executed or
made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust under any
such instrument are not binding upon any of the Trustees or
Shareholders individually, but bind only the Trust estate, and
may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate
to bind the Trustee or Shareholders individually. The Trustees
may maintain insurance for the protection of the Trust Property,
its Shareholders, Trustees, officer, employees, and agents in
such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the
Trustees in their sole judgment shall deem advisable.
- 14 -
SECTION 5.5 - Reliance on Experts, etc.
Each Trustee, officer, employee, or agent of the Trust
shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to
act resulting from reliance in good faith upon the books of
account or other records of the Trust, upon an opinion of
counsel, or upon reports made to the Trust by any of its
officer, employees, agents or by the Investment Adviser, the
Distributor, Transfer Agent, Custodian, selected dealers,
accountants, appraisers or other experts or consultants selected
with reasonable care by the Trustees, officers, or employees of
the Trust, regardless of whether any such Person may also be a
Trustee or an Interested Person of the Trust.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
SECTION 6.1 - Beneficial Interest.
The interest of the beneficiaries of the Trust shall be
divided into transferable Shares and fractions of Shares of
beneficial interest without par value in the various series of
the Trust. The number of Shares of beneficial interest in each
series of the Trust is unlimited. Initially, the Shares of
beneficial interest shall be three series and of one class for
each series of the Trust. The four initial series of the Trust
are the GROWTH SERIES, the INCOME SERIES and the MANAGED SERIES.
The Trustees shall have authority in their sole discretion,
however, to create additional series of Shares of beneficial
interest, on such terms and conditions as they may determine,
without vote of the Shareholders. The Trustees shall have
authority, in their sole discretion, to combine series of Shares
of beneficial interest or a class of Shares of beneficial
interest with another series of Shares of beneficial interest or
another class of Shares of beneficial interest, without vote of
the Shareholders, either
(a) through an exchange of Shares of beneficial interest in one
series for Shares of beneficial interest in another series or
(b) by amendment of the terms of and conditions applicable to a
series of Shares of beneficial interest to conform such terms
and conditions to the terms and conditions applicable to the
other series of Shares of beneficial interest
provided that any such combination of two or more series of
Shares of beneficial interest shall always be effected in a way
that will preserve the relative net asset value of the Shares of
beneficial interest affected. All Shares of beneficial interest
issued hereunder including, without limitation, Shares of
beneficial interest issued in connection with any dividend
declared and paid in Shares of beneficial interest or any split
of Shares of beneficial interest, shall be fully paid and non-assessable.
SECTION 6.2 - Rights of Shareholders.
The ownership of the Trust Property of every description and
the right to conduct any business hereinbefore described are
vested exclusively in the Trustees, and the Shareholders shall
have no interest in the Trust Property or in the Business of
the Trust other than the beneficial interest conferred by their
Shares, and they shall have no right to call for any partition,
divisions, dividends or distributions of any property, profits,
rights or interests of the Trust, nor can they be called upon
personally to share or assume any losses of the Trust or suffer
an assessment of any kind by virtue of their ownership of
Shares. The Shares shall be personal property giving only the
rights specifically set forth in this Declaration. The Shares
shall not entitle the Shareholder to preference, preemptive or
appraisal rights except as the Trustees may determine with
respect to each series .
SECTION 6 3 - Trust Only
It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and
each Shareholder from time to time. It is not the intention of
the Trustees to create a general partnership, limited
partnership, joint stock association, joint venture,
corporation, bailment or any form of legal relationship other
than a Trust. Nothing in this Declaration shall be construed to
make the Shareholders, either by themselves or with the
Trustees, partners or members of a joint stock association.
SECTION 6.4 - Issuance of Shares.
The Trustees, in their discretion, may at any time and from
time to time without vote of the Shareholders, issue Shares of
one or more Trust series to a person or persons for such amount
and type of consideration, including cash or property, and, the
Trustees may also reduce the number of outstanding Shares of one
or more Trust series, at such time or times, and on such terms
as the Trustees may deem appropriate, and the Trustees may in
such manner acquire other assets (including the acquisition of
assets subject to, and in connection with the assumption of
liabilities) and businesses. In connection with any issuance of
Shares of one or more Trust series, the Trustees may issue
fractional Shares. The Trustees may from time to time divide or
combine the Shares of any series into a greater or lesser number
without thereby changing the proportionate beneficial interests
in the series. Contributions to a series may be accepted for,
and Shares shall be redeemed as, whole Shares and/or 1/1,000ths
of a Share or integral multiples thereof.
SECTION 6.5 - Register of Shares Share Certificates.
A register for each series of the Trust shall be kept at the
principal office of the Trust or of an office of the Transfer
Agent which shall contain the names and addresses of the
Shareholders of that series and the number of Shares of that
series held by them respectively and a record of all transfers
thereof. Such register shall be conclusive as to who are the
holders of the Shares of that series and who shall be entitled
to receive dividends or distributions or otherwise to exercise
or enjoy the rights of Shareholders of that series. No
Shareholder shall be entitled to receive payment of any dividend
or distribution, or to have notice given to him as herein or in
the By-Laws provided, until he has given his address to the
Transfer Agent or such other officer or agent of the Trustees
who shall keep the register of that series for entry thereon. It
is not contemplated that certificates will be issued for Shares
however, the Trustees, in their discretion, may authorize the
issuance of Share certificates and promulgate appropriate rules
and regulations as to their use.
SECTION 6.6 - Transfer of Shares.
Shares shall be transferable on the register of each series
of the Trust only by the record owner thereof or by his agent
"hereunto duly authorized in writing, upon delivery to the
Trustees or the Transfer Agent of a duly executed instrument of
transfer, together with such evidence of the genuineness of each
such execution and authorization and of such other matters as
may reasonably be required. Upon such delivery, the transfer
shall be recorded on the register of the particular series of
the Trust. Until such record is made, the owner of record shall
be deemed to be the holder of such Shares for all purposes
hereunder and neither the Trustees nor any Transfer Agent or
registrar, if any, nor any officer, employee or agent of the
Trust shall be affected by any notice of the proposed transfer.
Any Person becoming entitled to any Shares in consequence of
the death, bankruptcy, or incompetence of any Shareholder, or
otherwise by operation of law, except as may otherwise be
provided by the laws of the Commonwealth of Massachusetts, shall
be recorded on the register of Shares of the Trust series as the
holder of such Shares upon production of the proper evidence
thereof to the Trustees or the Transfer Agent, but until such
record is made, the Shareholder of record shall be deemed to be
the holder of such Shares for all purposes hereunder and neither
the Trustees nor any Transfer Agent or registrar, if any, nor
any officer or agent of the Trust shall be affected by any
notice of such death, bankruptcy or incompetence, or other
operation of law. Nothing in this Declaration shall impose on
the Trustees or a Transfer Agent a duty, or limit their rights,
to inquire into adverse claims.
SECTION 6.7 - Notices.
Any and all notices to which any Shareholder may be entitled
and any and all communications shall be deemed duly served or
given if mailed, postage prepaid, addressed to any Shareholder
of record at his last known address as recorded on the register
of the Trust.
SECTION 6.8 - Treasury Shares.
Shares held in the treasury shall, until reissued pursuant
to Section 6.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.
SECTION 6.9 - Voting Powers.
The Shareholders shall have power to vote with respect to
such matters relating to the Trust as may be required by law,
this Declaration, the By-Laws, the 1940 Act, any registration of
the Trust with the Commission {or any successor agency) or any
state, or as the Trustees may consider necessary or desirable.
Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote and each fractional Share
shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees.
Shares shall not entitle the Shareholders to preference,
appraisal, conversion, exchange or preemptive rights of any
kind. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required by law,
this Declaration or the By-Laws to be taken by Shareholders. The
By-Laws may include further provisions for Shareholder's votes
and meetings, setting of record dates, and related matters.
SECTION 6.10 - Series or Classes of Shares.
Because the Shares of the Trust are intended to be divided
into multiple series, as provided in Section 6.1 hereof, the
following provisions shall be applicable:
(a) The number of authorized Shares and the number of Shares
of each series or of each class that may be issued shall be
unlimited. The Trustees may classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any
series or class into one or more series or one or more classes
that may be established and designated from time to time. The
Trustees may hold such shares as treasury Shares (of the same or
some other series or class), reissue them for such consideration
and on such terms as they may determine, or cancel any Shares of
any series or any class reacquired by the Trust at their
discretion from time to time.
(b) The power of the Trustees to invest and reinvest the Trust
Property shall be governed by Section 3.2 of this Declaration with
respect to any one series or class which represents the interests in
the assets of the Trust immediately prior to the establishment of two
or more series or classes and the power of the Trustees to invest and
reinvest assets applicable to any series or class shall be as set forth
in the instrument of the Trustees establishing such series or class
which is hereinafter described.
(c) All consideration received by the Trust for the issue or sale
of Shares of a particular series or class, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that series or class
for all purposes, subject only to the rights of creditors, and shall be
so recorded upon the books of account of the Trust. In the event that
there are any assets, income, earnings, profits, and proceeds thereof,
funds, or payments which are not readily identifiable as belonging to
any particular series or class, the Trustees shall allocate them among
any one or more of the series or classes established and designated
from time to time in such manner and on such basis as they, in their
sole discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
series or classes for all purposes.
(d) The assets belonging to each particular series or class shall
be charged with the liabilities of the Trust in respect of that series
or class and all expenses, costs, charges and reserves attributable to
that series or class, and any general liabilities, expenses, costs,
charges or reserves of the Trust which are not readily identifiable as
belonging to any particular series or class shall be allocated and
charged by the Trustees to and among any one or more of the series or
class established and designated from time to time in such manner and
on such basis as the Trustees in their sole discretion deem fair and
equitable. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the
holders of all series or classes for all purposes. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act,
to determine which items shall be treated as income and which items as
capital and each such determination and allocation shall be conclusive
and binding upon the Shareholders.
- 19 -
(e) With respect to any series or class of Trust Shares,
dividends and distributions on Shares of a particular series or
class may be paid with such frequency as the Trustees may
determine, which may be daily or otherwise, pursuant to a
standing resolution or resolutions adopted only once or with
such frequency as the Trustees may determine, to the
Shareholders of Shares of that series or class, from such of the
income and capital gains, accrued or realized, from the assets
belonging to that series or class, as the Trustees may
determine, after providing for actual and accrued liabilities
belonging to that series or class. All dividends and
distributions on Shares of a particular series or class shall be
distributed pro rata to the shareholders of that series or class
in proportion to the number of Shares of that series or class
held by such shareholders at the date and time of record
established for the payment of such dividends or distributions.
(f) The Trustees shall have the power to determine the
designations, preferences, privileges, limitations and rights,
including voting and dividend rights, of each class and series
of Shares.
(g) The establishment and designation of any series or class
of Shares shall be effective upon the execution by a majority of
the then Trustees of an instrument setting forth such
establishment and designation and the relative rights and
preferences of such series or class, or as otherwise provided in
such instrument. At any time that there are no Shares
outstanding of any particular series or class previously
established and designated, the Trustees may, by an instrument
executed by a majority of their number, abolish that series or
class and the establishment and designation thereof. Each
instrument referred to in this paragraph shall have the status
of an amendment to this Declaration.
ARTICLE VII
REDEMPTION, REPURCHASE, AND
REDUCTION OF SHARES
SECTION 7.1 - Redemption of Shares.
All Shares of the Trust shall be redeemable, at the
redemption price determined in the manner set forth in this
Declaration. Redeemed or repurchased Shares may be reissued by
the Trust.
The Trust shall redeem Shares at the price determined as
hereinafter set forth, upon the appropriately verified written
application of the record holder thereof (or upon such other
form of request as the Trustees may determine) at such office or
agency as may be designated from time to time for that purpose
by the Trustees. The Trustees may from time to time specify
additional conditions not inconsistent with the 1940 Act
regarding the redemption of Shares.
SECTION 7.2 - Price.
Shares shall be redeemed at their net asset value determined
as set forth in Section 8.1 hereof as of such time as the
Trustees shall have prescribed by resolution. In the absence of
such resolution, the redemption price of Shares deposited shall
be the net asset value of the particular Shares of beneficial
interest next determined as set forth in Section 8.1 after
receipt of the application required by Section 7.1.
SECTION 7.3 - Payment.
Payment for redeemed Shares shall be made at such time and
in the manner, not inconsistent with the 1940 Act or other
applicable law, as may be specified from time to time in the
Prospectus, subject to the provisions of Section 7.4 hereof.
SECTION 7 4 - Repurchase by Agreement.
.
The Trust may repurchase Shares of any series of the Trust
directly, or through the Distributor or another agent designated
for the purpose, by agreement with the owner thereof at a price
not exceeding the net asset value per Share next determined
after the time when the purchase or contract is made or the net
asset value as of any time which may be later determined
pursuant to Section 8.1 hereof, provided payment is not made for
the Shares prior to the time as of which such net asset value is
determined.
SECTION 7.5 -Redemption of Shareholder's Interest;
Redemption of Shares to Qualify as a Regulated Investment
Company Disclosure of Holdings.
The Trust shall have the right at any time to redeem the
Shares of any Shareholder for their then current net asset value
per Share if at such time the Shareholder owns Shares having an
aggregate net asset value of less than the minimum initial
investment amount required of new Shareholders, subject to such
terms and conditions as the Trustees may approve and subject to
the Trust's giving general notice to all Shareholders of the
existence of such right, either by publication in the Trust's
Prospectus, if any, or by such other means as the Trustees may
determine.
If the Trustees shall, at any time and in good faith, be of
the opinion that direct or indirect ownership of Shares or other
Securities of the Trust have or may become concentrated in
any Person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code,
then the Trustees shall have the power by lot or other means
deemed equitable by them to:
(a) Call for redemption by any such Person a number, or
principal amount, of Shares or other Securities of the Trust
sufficient to maintain or bring the direct or indirect ownership
of Shares or other Securities of the Trust into conformity with
the requirements for such qualification, and
(b) Refuse to transfer or issue Shares or other Securities
of the Trust to any Person whose acquisition of the Shares or
other Securities of the Trust in question would, in the judgment
of the Trustees, be likely to result in such disqualification.
The redemption shall be effected at the redemption Price.
The holders of Shares or other Securities of the Trust
shall, upon demand, disclose to the Trustees in writing such
information with respect to direct and indirect ownership of
Shares or other Securities of the Trust as the Trustees deem
necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other taxing
authority.
SECTION 7.6 - Suspension of Right of Redemption.
The Trust may declare a suspension of the right of
redemption or postpone the date of payment of redemption for the
whole or any part of any period:
(a) During which the New York Stock Exchange is closed other
than customary weekend and holiday closings;
(b) During which trading on the New York Stock Exchange is
restricted;
(c) During which an emergency exists as a result of which
disposal by the Trust of Securities owned by it is not
reasonably practicable or it is not reasonably practicable for
the Trust fairly to determine the value of its net assets; or
(d) During any other period when the Commission may for the
protection of Shareholders of the Trust by order permit
suspension of the right of redemption or postponement of the
date of payment of redemption; provided that applicable rules
and regulations of the Commission shall govern as to whether the
conditions prescribed in subparagraphs (b), (c) or (d) exist.
Such suspension shall take effect at such time as the Trust
shall specify but not later than the close of business on the
business day next following the declaration of suspension, and
thereafter there shall be no right of redemption or payment on
redemption until the Trust shall declare the suspension at an
end, except that the suspension shall terminate in any event on
the first day on which said stock exchange shall have reopened
or the period specified in subparagraphs (b) or (c) above shall
have expired (as to which the absence of an official ruling by
the Commission, the determination of the Trust shall be
conclusive). In the case of a suspension of the right of
redemption' a Shareholder may either withdraw his request for
redemption or receive payment based on the net asset value next
determined after the termination of the suspension.
SECTION 7.7 - Effect of Suspension of Determination of Net Asset
Value.
If, pursuant to Section 8.1, the Trustees shall declare a
suspension of the determination of net asset value, the rights
of Shareholders (including those who shall have applied for
redemption pursuant to Section 7.1, but who shall not yet have
received payment) to have Shares redeemed and paid for by the
Trust and the right of the Trust to redeem Shares at its option
set forth in Section 7.5, shall be suspended until the
termination of such suspension is declared. Any Shareholder who
shall have his redemption right so suspended may, during the
period of such suspension, by appropriate written notice of
revocation at the office or agency where application was made,
revoke any application for redemption not honored. The
redemption price of Shares for which redemption applications
have not been revoked shall be the net asset value of such
Shares next determined as set forth in Section 7.1 hereof after
the termination of such suspension, and payment shall be made
within seven (7) days after the date upon which the application
was made plus the period after such application during which the
determination of net asset value was suspended.
SECTION 7.8 - Reductions of Shares.
The Trustees may also reduce the number of outstanding
Shares of any or all of the series.
ARTICLE VIII
DETERMINATION OF NET ASSET VALUE,
NET INCOME, AND DISTRIBUTIONS
SECTION 8.1 - Net Asset Value.
The value of the assets of each series of the Trust shall be
determined as follows: Securities and other assets allocable to
each series shall be valued by methods, reflecting their fair
value, as determined by the Trustees in good faith.
From the total value of said assets, there shall be deducted
the liabilities of the series, including proper accruals of
interest, taxes and other expense items, amounts determined and
declared as dividends or distributions, and reserves for
contingent or undetermined liabilities. The net asset value of
the series so obtained shall then be divided by the total number
of Shares of the series outstanding and the result, rounded to
the nearest one-tenth of a cent, shall be the net asset value
per Share of the series. The net asset value of the Shares of
the series shall be determined once on each business day, as of
the close of trading on the New York Stock Exchange or as of
such other time or times as t.-e Trustees shall determine. The
power and duty to make the daily calculations may be delegated
by the Trustees to the Investment Adviser, the Custodian, the
Transfer Agent, or such other Person as the Trustees by
resolution may determine. The Trustees may suspend the daily
determination of net asset value if to do so is not prohibited
by the 1940 Act.
SECTION 8.2 - Distributions With Respect to Outstanding Shares.
The Trustees shall, from time to time, distribute ratably
among the Outstanding Shares of each series such proportion of
the net profits, surplus {including paid-in surplus), capital,
or assets of each series held by the Trustees as they may deem
proper. Such distribution may be made in cash or property
(including without limitation, any type of obligation of the
Trust or any assets thereof), and the Trustees may distribute
ratably among the Outstanding Shares of a series additional
Shares of the series issuable hereunder in such manner, at such
times, and on such terms as the Trustees may deem proper. Such
distribution may be among the Outstanding Shares at the time of
declaring a distribution or among the Outstanding Shares of the
series at such later date as the Trustees shall determine. The
Trustees may in their discretion determine that, solely for the
purposes of such distributions, Outstanding Shares shall exclude
Shares of a series for which orders have been placed subsequent
to a specified time on the date of distribution. The Trustees
may always retain from the net profits of a series of the Trust
such amount as they may deem necessary to pay the debts or
expenses of the series or to meet the obligations of the series,
or as they may deem desirable to use in the conduct of its
affairs or to retain for future requirements or extensions of
the business. The Trustees may adopt and offer to Shareholders
such dividend reinvestment plans, cash dividend payout plans, or
other plans as the Trustees shall deem appropriate.
Inasmuch as the computation of net income and gains for
federal income tax purposes may vary from the computation
thereof on the books of the Trust, the above provisions shall be
interpreted to give the Trustees the power in their discretion
to distribute for any fiscal year as ordinary dividends and as
capital gain distributions, respectively, additional amounts
sufficient to enable the Trust to avoid or reduce liability for
taxes.
SECTION 8.3 - Determination of Net Income.
The Trustees shall have the power to determine the net
income of each series of the Trust and from time to time to
distribute such net income ratably among the Shareholders of
each series as dividends in cash or additional Shares issuable
hereunder. The determination of net income and the resultant
declaration of dividends shall be as set forth in the
Prospectus. The Trustees shall have full discretion to
determine whether any cash or property received by a series
shall be treated as income or as principal and whether any item
of expense shall be charged to the income cr the principal
account, and their determination made in good faith shall be
conclusive upon the Shareholders of each series. In the case of
stock dividends received, the Trustees shall have full
discretion to determine, in the light of the particular
circumstances, how much, if any, of the value thereof shall be
treated as income, the balance, if any, to be treated as
principal.
SECTION B.4 - Power to Modify Foregoing Procedures.
Notwithstanding any of the foregoing provisions of this
Article VIII, the Trustees may prescribe, in their absolute
discretion, such other basis and time for determining the per
Share net asset value of the Trust's Shares or net income, or
the declaration and payment of dividends and distributions as
they may deem necessary or desirable.
ARTICLE IX
DURATION TERMINATION OF TRUST AMENDMENT MERGERS: ETC.
SECTION 9.1 - Duration.
The Trust shall continue without limitation of time,
subject to the provisions of this Article IX
SECTION 9.2 - Termination of Trust.
{a) the Trust may be terminated by the affirmative vote of
a majority of the Shares Outstanding and entitled to vote, at
any meeting of Shareholders or by an instrument in writing,
without a meeting, signed by a majority of the Trustees and
consented to by the holders of not less than a majority of such
Shares. Upon the termination of the Trust,
(i) the Trust shall carry on no business except for the
purpose of winding up its affairs
(ii) the Trustees shall proceed to wind up the affairs of
the Trust and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust shall
have been wound up, including, without limitation, the power to
fulfill or discharge the contracts of the Trust, collect its
assets, sell, convey, assign, exchange, transfer or otherwise
dispose of all or any part of the remaining Trust Property to
one or more Persons at public or private sale for consideration
which may consist in whole or in part of cash, Securities, or
other property of any kind, to discharge or pay its
liabilities, and do all other acts appropriate to liquidate its
business provided that any sale,
- conveyance, assignment, exchange, transfer or other
disposition of all or substantially all the Trust
Property shall require Shareholder approval in accordance
with Section 9.4 hereof and
(iii) after paying or adequately providing for the payment
of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements, as they deem necessary,
the Trustees may distribute the remaining Trust Property, if
any, in cash or in kind or partly in each, among the
Shareholders according to their respective rights.
(b) After termination of the Trust and distribution to the
Shareholders as herein provided, a majority of the Trustees
shall execute and lodge among the records of the Trust an
instrument in writing setting forth the fact of such
termination, and the Trustees shall thereupon be discharged
from all further duties hereunder, and the rights and interests
of all Shareholders shall thereupon cease.
SECTION 9.3 - Amendment Procedure.
(a) This Declaration may be amended by a vote of a majority
of the Shares Outstanding and entitled to vote or by any
instrument in writing, without a meeting, signed by a majority
of the Trustees and consented to by the holders of a majority
of the Shares Outstanding and entitled to vote. The Trustees
may also amend this Declaration without the vote or consent of
Shareholders, if they deem it necessary to conform this
Declaration to the requirements of applicable federal laws or
regulations or the requirements of the regulated investment
company provisions of the Internal Revenue Code, but the
Trustees shall not be held liable for failing to do so.
(b) No amendment may be made under this Section 9.3 that
would change any rights with respect to any Shares of the Trust
by reducing the amount payable upon liquidation of the Trust or
by diminishing or eliminating any voting rights pertaining
thereto, except with the affirmative vote of a majority of the
Shares Outstanding and entitled to vote. Nothing contained in
this Declaration shall permit the amendment of this Declaration
to impair the exemption from personal liability of the
Shareholders, Trustees, officer, employees and agents of the
Trust or to permit assessments upon Shareholders and
(c) A certificate signed by a majority of the Trustees
setting forth an amendment and reciting that it was duly
adopted by the Shareholders or by the Trustees as aforesaid or
a copy of the Declaration, as amended, and executed by a
majority of the Trustees, shall be conclusive evidence of such
amendment when lodged in the records of the Trust.
Notwithstanding any other provision hereof, until such time
as a Registration Statement under the Securities Act of 1933,
as amended, covering the first public offering of Shares shall
have become effective, this Declaration may be terminated or
amended in any respect by the affirmative vote of a majority of
the Trustees or by an instrument signed by a majority of the
Trustees.
SECTION 9.4 - Merger, Consolidation or Sale of Assets.
The Trust may merge or consolidate with any other Person or
may sell, lease or exchange all or substantially all of the
property of any or all of the series, including its goodwill,
if any, upon such terms and conditions and for such
consideration when and as authorized, at any meeting of
Shareholders called for that purpose, by the affirmative vote
of the holders of not less than two-thirds of the Shares
Outstanding and entitled to vote, or by an instrument or
instruments in writing without a meeting, consented to by the
holders of not less than two-thirds of the Shares outstanding
and entitled to vote or by such other vote as may be
established by the Trustees with respect to any series or class
of Shares; provided, however, that if such merger,
consolidation, sale, lease or exchange is recommended by the
Trustees, a majority Shareholder vote shall be sufficient
authorization and any such merger, consolidation, sale, lease
or exchange shall be deemed for all purposes to have been
accomplished under and pursuant to the statutes of the
Commonwealth of Massachusetts.
SECTION 9 5 - Incorporation.
With the vote of a majority of the Shares Outstanding and
entitled to vote, the Trustees may cause to be organized or
assist in organizing a corporation or corporations under the
laws of any jurisdiction, or any other Trust, partnership,
association or other organization to take over all or
substantially all of the Trust Property or to carry on any
business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer all or
substantially all of the Trust Property to any such
corporation, Trust, association or organization in exchange for
Securities thereof or otherwise, and to lend money to,
subscribe for Securities of, and enter into any contracts with
any such corporation, trust, partnership, corporation, or
organization, or any corporation, partnership, trust,
association or organization in which the Trust holds or is
about to acquire Securities or any other interest. The Trustees
may also cause a merger or consolidation between the Trust or
any successor thereto and any such corporation, trust,
partnership, association or other organization to the extent
not prohibited by applicable law then in effect. Nothing
contained herein shall be construed as -requiring approval of
Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships,
associations or other organizations, and selling, conveying or
transferring a portion of the Trust Property to such
organization or entities.
ARTICLE X
MISCELLANEOUS
SECTION 10.1 - Filing.
This Declaration and any amendment hereto shall be filed in
the office of the Secretary of the Commonwealth of
Massachusetts and in such other places as may be required under
the laws of Massachusetts and may also be filed or recorded in
such other places as the Trustees deem appropriate. Each
amendment so filed shall be accompanied by a certificate signed
and acknowledged by a Trustee stating that such action was duly
taken in a manner provided herein, and unless such amendment or
such certificate sets forth some later time for the
effectiveness of such amendment, such amendment shall be
effective upon its filing. A restated Declaration, integrating
into a single instrument all of the provisions of the
Declaration which are then in effect and operative, may be
executed from time to time by a majority of the Trustees and
shall, upon filing with the Secretary of the Commonwealth of
Massachusetts, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of
the original Declaration and the various amendments thereto.
SECTION 10.2 - Governing Law.
This Declaration is executed by the Trustees and delivered
in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity
and construction of every provision hereof shall be subject to
and construed according to the laws of said Commonwealth.
SECTION 10.3 - Counterparts.
This Declaration may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original,
and such counterparts, together, shall constitute one and the
same instrument, which shall be sufficiently evidenced by any
such original counterpart.
SECTION 10. 4 - Reliance by Third Parties.
Any certificate executed by an individual who, according to
the records of the Trust appears to be a Trustee hereunder or
an officer of the Trust appointed by the Trustees, certifying
to:
(a) The number or identity of Trustees or Shareholders or
agents or employees;
(b) The due authorization of the execution of any
instrument in writing;
(c) The form of any vote passed at a meeting of Trustees or
committees thereof or Shareholders';
(d) The fact that the number of Trustees or Shareholders
present at any meeting or executing any written instrument
satisfies the requirements of this Declaration
(e) The form of any By-Laws adopted by, or the identity of,
any officers, Trustees, agents or employees; or
(f) The existence of any fact or facts which in any manner
relate to the affairs of the Trust:
shall be conclusive evidence as to the matters so certified in
favor of any Person dealing with the Trustees or their
successors of the Trust.
SECTION 10. 5 - Provisions in Conflict With Law or Regulations.
(a) The provisions of this Declaration are severable and,
if the Trustees shall determine, with the advice of counsel,
that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal
Revenue Code or with other applicable laws and regulations, the
conflicting provision shall be deemed never to have constituted
a part of this Declaration: provided, however, that such
determination shall not affect any of the remaining provisions
of this Declaration or render invalid or improper any action
taken or omitted prior to such determination; and
(b) If any provision of this Declaration shall be held
invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision
in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
SECTION 10.6 - Index and Heading for Reference Only.
The index and headings preceding the text, articles and
sections hereof have been inserted for convenience and
reference only and shall not be construed to affect the
meaning, construction or effect of this Declaration.
IN WITNESS WHEREOF, the undersigned, being the initial
Trustees of the Trust, have executed this instrument this day
of 8th day of December, 1986.
/s/ Bruce Avedon /s/ John F. Labmeier
Bruce Avedon, as Trustee John F. Labmeier, as Trustee
and not individually and not individually
/s/ Robert J. Routier
Robert J. Routier, as Trustee
and not individually
*******
County of Suffolk, ss
There personally appeared before me the above named Bruce
Avedon, John F. Labmeier and Robert J. Routier each cf whom
acknowledged the foregoing instrument to his free act and deed
this 8th day of December, 1986.
/s/ Donna M. Accaodi
Notary Public
My Commission expires: 8-22-92
116 2E
<PAGE>
December 8,1986
I, Bruce Avedon, Executive Representative of Carillon
Investments, Inc., an Ohio corporation registered in
Massachusetts do hereby give consent to Carillon
Investment Trust a Massachusetts Trust to use of its
name.
/s/ Bruce Avedon
Bruce Avedon
Dated December 8,1986
<PAGE>
Names and addresses of trustees:
Bruce Avedon
6601 Hitching Post
Cincinnati, Ohio 45230
John F. Lambeier
5209 Blenheim
Cincinnati, Ohio 45238
Robert J. Routier
1723 K St., N.W.,
Washington, D.C., 20006
BY-LAWS
OF
CARILLON INVESTMENT TRUST
<PAGE>
<PAGE>
BY-LAWS
OF
CARILLON INVESTMENT TRUST
INDEX
Section and Title Page
Article I. SHAREHOLDERS ................................. 1
1.01 Annual Meetings .................................... 1
1.02 Special Meetings ................................... 1
1.03 Place of Meetings .................................. 1
1.04 Notice of Meetings ................................. 1
1.05 Quorum ............................................. 2
1.06 Votes Required ..................................... 2
1.07 Proxies ............................................ 2
1.08 List of Shareholders ............................... 2
1.09 Voting ............................................. 2
1.10 Action by Shareholders Other than at a Meeting ..... 3
Article II. BOARD OF TRUSTEES .......................... 3
2.01 Powers ............................................. 3
2.02 Number of Trustees ................................. 3
2.03 Regular Meetings ................................... 3
2.04 Special Meetings ................................... 3
2.05 Notice of Meetings ................................. 4
2.06 Quorum ............................................ 4
2.07 Compensation and Expenses ......................... 4
2.08 Action by Trustees Other than at a Meeting ......... 4
2.09 Committees ......................................... 4
2.10 Holding of Meetings by Conference Telephone Call ... 5
Article III. OFFICERS ................................... 5
3.01 Executive Officers ................................. 5
3.02 Chairman and Vice Chairman of the Board ............ 5
3.03 President .......................................... 5
3.04 Vice Presidents .................................... 6
3.05 Secretary and Assistant Secretaries ................ 6
3.06 Treasurer and Assistant Treasurers ................. 6
3.07 Other Officers ..................................... 6
3.08 Removal ............................................ 7
Article IV. SHARES OF BENEFICIAL INTEREST ............... 7
4.01 Certificates ....................................... 7
4.02 Record Dates ....................................... 7
Article V. GENERAL PROVISIONS .......................... 8
5.01 Checks ............................................. 8
5.02 Custodian .......................................... 8
5.03 Bonds .............................................. 8
5.04 Inspection of Records .............................. 8
5.05 Representation of Shares ........................... 9
5.06 Offices of the Trust ............................... 9
Article VI. INDEMNIFICATION ............................. 9
Article VII. AMENDMENT OF BY-LAWS ....................... 11
<PAGE>
BY-LAWS
OF
CARILLON INVESTMENT TRUST
ARTICLE I.
SHAREHOLDERS
Section 1.01. Annual Meetings. Unless otherwise required by
law, the Declaration of Trust as amended from time to time (the
"Declaration") or by these By-Laws, the Trust shall not be
required to hold an annual meeting of Shareholders unless the
Board of Trustees of the Trust determines to hold an annual
meeting. If the Board makes such a determination, the annual
meeting of Shareholders shall be held at such date and time as
may be designated from time to time by the Board for the election
of Trustees and the transaction of any business within the powers
of the Trust. Any business of the Trust may be designated in the
notice, except such business as is specifically required by
statute or by the Declaration to be stated in the notice. Failure
to hold an annual meeting at the designated time shall not,
however, invalidate the existence of the Trust nor affect
otherwise valid acts of the Trust.
Section 1.02. Special Meetings. At any time in the interval
between annual meetings, special meetings of the Shareholders may
be called by the Chairman of the Board or the President, or by a
majority of the Board by vote at a meeting or in writing with or
without a meeting, or in writing by those Shareholders holding a
majority of the outstanding Shares of beneficial interest of the
Trust.
Section 1.03. Place of Meetings. Meetings of the Shareholders
for the election of Trustees shall be held at such place either
within or without the Commonwealth of Massachusetts as shall be
designated from time to time by the Board of Trustees and stated
in the notice of the meeting. Meetings of Shareholders for any
other purpose may be held at such time and place, within or
without the Commonwealth of Massachusetts, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 1.04. Notice of Meetings. Not less than ten days nor
more than 90 days before the date of every Shareholders' meeting,
the Secretary shall give to each Shareholder entitled to vote at
such meeting, written or printed notice stating the time and
place of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, either by
mail or by presenting it to the Shareholder personally or by
leaving it at the Shareholder's residence or usual place of
business. If mailed, Such notice shall be deemed to be given when
deposited in the United States mail address to the Shareholder at
his post office address as it appears on the records of the
Trust, with postage thereon prepaid. Notwithstanding the
foregoing provision, a waiver of notice in writing, signed by the
Person or Persons entitled to such notice and filed with the
records of the meeting, whether before or after the holding
thereof, or actual attendance at the meeting in person or by
proxy, shall be deemed equivalent to the giving of such notice to
such Persons. Any meeting of Shareholders, annual or special, may
adjourn from time to time to reconvene at the same or some other
place, and no notice need be given of any such adjourned meeting
other than by announcement at the meeting.
Section 1.05. Quorum. At any meeting of Shareholders the
presence in person or by proxy of Shareholders entitled to cast a
majority of the votes thereat shall constitute a quorum; but this
Section shall not affect any requirement under statute or under
the Declaration for the vote necessary for the adoption of any
measure. In the absence of a quorum the Shareholders present in
person or by proxy, by majority vote and without notice, may
adjourn the meeting from time to time until a quorum shall
attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 1.06. Votes Required. A majority of the votes cast at
a meeting of Shareholders, duly called and at which a quorum is
present, shall be sufficient to take or authorize action upon any
matter which may properly come before the meeting, unless more
than a majority of votes cast is required by statute or by the
Declaration.
Section 1.07. Proxies. A Shareholder may vote the Shares
owned of record by him either in person or by proxy executed in
writing by the Shareholder or by the Shareholder's duly
authorized attorney-in-fact. No proxy shall be valid after eleven
months from its date, unless otherwise provided in the proxy.
Every proxy shall be in writing, subscribed by the Shareholder or
the Shareholder's duly authorized attorney, and dated, but need
not be sealed, witnessed or acknowledged.
Section 1.08. List of Shareholders. At each meeting of
Shareholders, a full, true and complete list of all Shareholders
entitled to vote at such meeting, certifying the number of Shares
held by each, shall be made available by the Secretary.
Section 1.09. Voting. In all elections for Trustees every
Shareholder shall have the right to vote, in person or by proxy,
the Shares owned of record by the Shareholder, for as many
Persons as there are Trustees to be elected and for whose
election the Shareholder has a right to vote. At all meetings of
Shareholders, unless the voting is conducted by inspectors, the
proxies and ballots shall be received, and all questions
regarding the qualification of voters and the validity of proxies
and the acceptance or rejection of votes shall be decided by the
Secretary of the meeting. If demanded by Shareholders, present in
person or by proxy, entitled to cast 10% in number of votes, or
if ordered by the Secretary, the vote upon election or question
shall be taken by ballot. Upon like demand or order, the voting
shall be conducted by two inspectors in which event the proxies
and ballots shall be received, and all questions regarding the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided, by such
inspectors. Unless so demanded or ordered, no vote need be by
ballot, and voting need not be conducted by inspectors.
Inspectors may be elected by the Shareholders at their annual
meeting, to serve until the close of the next annual meeting and
their election may be held at the same times as the election of
Trustees. In case of a failure to elect inspectors, or in case an
inspector shall fail to attend, or refuse or be unable to serve,
the Shareholders at any meeting may choose an inspector or
inspectors to act at such meeting, and in default of such
election the Secretary of the meeting may appoint an inspector or
inspectors.
Section 1.10. Action by Shareholders Other than at a Meeting.
Any action required or permitted to be taken at any meeting of
Shareholders may be taken without a meeting, if a consent in
writing, setting forth such action, is signed by all the
Shareholders entitled to vote on the subject matter thereof and
any other Shareholders entitled to notice of a meeting of
Shareholders (but not to vote thereat) have waived in writing any
rights which they may have to dissent from such action, and such
consent and waiver are filed with the records of the Trust.
ARTICLE II.
BOARD OF TRUSTEES
Section 2.01. Powers. The Trust shall have a Board of
Trustees which shall exercise all the powers of the Trust, except
such as are by statute, the Declaration, or these By-Laws
conferred upon or reserved to the Shareholders. The Board shall
keep full and fair accounts of its transactions.
Section 2.02. Number of Trustees. The number of Trustees
shall be such number as shall be fixed from time to time by a
written instrument signed by a majority of the Trustees;
provided, however, the number of Trustees shall in no event be
reduced to less than three by such an instrument. The tenure of
office of a Trustee shall not be affected by any decrease in the
number of Trustees made by the Board.
Section 2.03. Regular Meetings. After each meeting of
Shareholders at which a Board of Trustees shall have been
elected, the Board so elected shall meet as soon as practicable
for the purpose of organization and the transaction of other
business. No notice of such first meeting shall be necessary if
held immediately after the adjournment, and at the site, of such
meeting of Shareholders. Other regular meetings of the Board
shall be held with or without notice on such dates and at such
places within or without the Commonwealth of Massachusetts as may
be designated from time to time by the Board.
Section 2.04. Special Meetings. Special meetings of the Board
may be called at any time by the Chairman of the Board, the
President or the Secretary of the Trust, or by a majority of the
Board by vote at a meeting, or in writing with or without a
meeting. Such special meetings shall be held at such place or
places within or without the Commonwealth of Massachusetts as may
be designated from time to time by the Board. In the absence of
such designation, such meetings shall be held at such places as
may be designated in the calls.
Section 2.05. Notice of Meetings. Except as provided in
Section 2.03, notice of the place, day and hour of every regular
and special meeting shall be given to each Trustee two days (or
more) before the meeting, by delivering the same personally, or
by sending the same by telegraph, or by leaving the same at the
Trustee's residence or usual place of business, or, in the
alternative, by mailing such notice three days (or more) before
the meeting, postage prepaid, and addressed to the Trustee at the
Trustee's last known business or residence post office address,
according to the records of the Trust. Unless required by
statute, these By-Laws or by resolution of the Board, no notice
of any meeting of the Board need state the business to be
transacted thereat. No notice of any meeting of the Board need be
given to any Trustee who attends, or to any Trustee who in
writing executed and filed with the records of the meeting either
before or after the holding thereof, waives such notice. Any
meeting of the Board, regular or special, may adjourn from time
to time to reconvene at the same or some other place, and no
notice need be given of any such adjourned meeting other than by
announcement at the adjourned meeting.
Section 2.06. Quorum. At all meetings of the Board, one-third
of the entire Board (but in no event fewer than two trustees)
shall constitute a quorum for the transaction of business. Except
in cases in which it is by statute, by the Declaration or by
these By-Laws otherwise provided, the vote of a majority of such
quorum at a duly constituted meeting shall be sufficient to elect
and pass any measure. In the absence of a quorum, the Trustees
present by majority vote and without notice other than by
announcement at the meeting may adjourn the meeting from time to
time until a quorum shall attend. At any such adjourned meeting
at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as
originally notified.
Section 2.07. Compensation and Expenses. Trustees may,
pursuant to resolution of the Board, be paid fees for their
services, which fees may consist of a fee or retainer and/or
fixed fee for attendance at meetings. In addition, Trustees may
in the same manner be reimbursed for expenses incurred in
connection with their attendance at meetings or otherwise in
performing their duties as Trustees. Members of committees may be
allowed like compensation and reimbursement. Nothing herein
contained shall preclude any Trustee from serving the Trust in
any other capacity and receiving compensation therefor.
Section 2.08. Action by Trustees Other than at a Meeting. Any
action required or permitted to be taken at any meeting of the
Board, or of any committee thereof, may be taken without a
meeting, if a written consent to such action is signed by all
members of the Board or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings
of the Board or committee.
Section 2.09. Committees. The Board may, by resolution passed
by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
Trustees. The Board may designate one or more Trustees as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution, shall have
and may exercise the powers of the Board in the management of the
business and affairs of the Trust, provided, however, that in the
absence or disqualification of any member of such committee or
committees, the member or members thereof present at an: meeting
and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another member of
the Board to act at the meeting in the place of any such absent
or disqualified member. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board. Each committee shall keep
regular minutes of its meetings and report the same to the Board
when required.
Section 2.10. Holding of Meetings by Conference Telephone
Call. At any regular or special meeting of the Board or any
committee thereof, members thereof may participate in such a
meeting by means of conference telephone or similar
communications equipment by which all Persons participating in
the meeting can hear each other. Participation in a meeting
pursuant to this section shall constitute presence in person at
such meeting.
ARTICLE III.
OFFICERS
Section 3.01. Executive Officers. The Board of Trustees shall
choose a President and may choose a Chairman of the Board and a
Vice Chairman of the Board from among the Trustees, and shall
choose a Secretary and a Treasurer who need not be Trustees. The
Board of Trustees shall designate as principal executive officer
of the Trust either the Chairman of the Board, the Vice Chairman,
or the President. The Board of Trustees may choose an Executive
Vice President, one or more Senior Vice Presidents, one or more
Vice-Presidents, one or more Assistant Secretaries, and one or
more Assistant Treasurers, none of whom need be a Trustee. Any
two or more of the above-mentioned offices may be held by the
same Person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity if such instrument be
required by law, by the Declaration, by the By-Laws or by
resolution of the Board of Trustees to be executed by any two or
more officers. Each such officer shall hold office until his
successor shall have been duly chosen and qualified, or until he
shall have resigned or shall have been removed. Any vacancy in
any of the above offices may be filled for the unexpired portion
of the term by the Board of Trustees at any regular or special
meeting.
Section 3.02. Chairman and Vice Chairman of the Board. The
Chairman of the Board, if one be elected, shall preside at all
meetings of the Board of Trustees and of the Shareholders at
which he is present. He shall have and may exercise such powers
as are, from time to time, assigned to him by the Board of
Trustees. The Vice Chairman of the Board, if one be elected,
shall when present and in the absence of the Chairman of the
Board, preside at all meetings of the Shareholders and Trustees,
and he shall perform such other duties as may from time to time
be assigned to him by the Board of Trustees or as may be required
by law.
Section 3.03. President. In the absence of the Chairman or
Vice Chairman of the Board, the President shall preside at all
meetings of the Shareholders and of the Board at which the
President is present; and in general, shall perform all duties
incident to the office of a president of a Trust, and such other
duties, as from time to time, may be assigned to him by the
Board.
Section 3.04. Vice Presidents. The Vice President or Vice
Presidents, including any Executive or Senior Vice Presidents, at
the request of the President, in President's absence or during
the President's inability or refusal to act, shall perform the
duties and exercise the functions of the President, and when so
acting shall have the powers of the President. If there be more
than one Vice President, the Board may determine which one or
more of the Vice Presidents shall perform any of such duties or
exercise any of such functions, or if such determination is not
made by the Board, the President may make such determination. The
Vice President or Vice Presidents shall have such other powers
and perform such other duties as may be assigned by the Board,
the Chairman of the Board, or the President.
Section 3.05. Secretary and Assistant Secretaries. The
Secretary shall: keep the minutes of the meetings of
Shareholders, of the Board and of any committees, in books
provided for that purpose; see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by
law; be custodian of the records of the Trust; see that the
corporate seal is affixed to all documents the execution of
which, on behalf of the Trust, under its seal, is duly
authorized, and when so affixed may attest the same; and in
general perform all duties incident to the office of a secretary
of a Trust, and such other duties as, from time to time, may be
assigned to him by the Board, the Chairman of the Board, or the
President.
The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board, the
President or the Chairman of the Board, shall, in the absence of
the Secretary or in the event of the Secretary's inability or
refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other
powers as the Board may from time to time prescribe.
Section 3.06. Treasurer and Assistant Treasurers. The
Treasurer shall: have charge of and be responsible for all funds,
securities, receipts and disbursements of the Trust, all moneys
or other valuable effects in such banks, trust companies or other
depositories as shall, from time to time, be selected by the
Board in accordance with Section 5.02 of these By-Laws; render to
the President, the Chairman of the Board and to the Board,
whenever requested, an account of the financial condition of the
Trust; and in general, perform all the duties incident to the
office of a treasurer of a Trust, and such other duties as may be
assigned to him by the Board, the President or the Chairman of
the Board.
The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board,
the President or the Chairman of the Board shall, in the absence
of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform other duties and have such other
powers as the Board may from time to time prescribe.
Section 3.07. Other Officers. The Board may from time to time
appoint such other officers as it may deem desirable. Each such
officer shall hold office for such period and perform such duties
as the Board, the President or the Chairman of the Board may
prescribe. The Board may, from time to time, authorize any
committee or officer to appoint and remove such officers and
prescribe duties thereof.
Section 3.08. Removal. Any officer or agent of the Trust may
be removed by the Board whenever, in its judgment, the best
interests of the Trust will be serviced thereby, but such removal
shall be without prejudice to the contractual rights, if any, of
the Person so removed.
ARTICLE IV.
SHARES OF BENEFICIAL INTEREST
Section 4.01. Certificates. If the Board authorizes the issuance
of certificates representing the Shares of beneficial interest,
such certificates shall be signed by the President, the Chairman
of the Board or a Vice President and countersigned by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Trust. The
signatures may be either manual or facsimile signatures and the
seal may be either facsimile or any other form of seal. No
certificates shall be issued for fractional Shares. Such
certificates shall be in such form, not inconsistent with law or
with the Declaration, as shall be approved by the Board. In case
any officer of the Trust who has signed any certificate ceases to
be an officer of the Trust, whether because of death, resignation
or otherwise, before such certificate is issued, the certificate
may nevertheless be issued and delivered by the Trust as if the
officer had not ceased to be such officer as of the date of its
issue.
The Board may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore
issued by the Trust alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the
Person claiming the certificate to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates,
the Board may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as it shall
require and/or to give the Trust a bond in such sum as it may
direct as indemnity against any claim that may be made against
the Trust with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 4.02. Record Dates. The Board is hereby empowered to
fix, in advance, a date as the record date for the purpose of
determining Shareholders entitled to notice of, or to vote at,
any meeting of Shareholders, or Shareholders entitled to receive
payment of any dividend, capital gains distribution or the
allotment of any rights, or in order to make a determination of
Shareholders for any other proper purpose. Such date in any case
shall be not more than 60 days, and in case of a meeting of
Shareholders, not less than ten days, prior to the date on which
the particular action, requiring such determination of
Shareholders, is to be taken.
ARTICLE V.
GENERAL PROVISIONS
Section 5.01. Checks. All checks or demands for money and
notes of the Trust shall be signed by such officer or officers or
such other Person or Persons as the Board may from time to time
designate.
Section 5.02. Custodian. All Securities and cash of the Trust
shall be placed in the custody of a bank or trust company
("Custodian") having (according to its last published report) not
less than $2,000,000 aggregate capital, surplus and undivided
profits, provided such a Custodian can be found ready and willing
to act (or maintained in such other manner as is consistent with
Section 17(f) of the Investment Company Act of 1940 and the rules
and regulations promulgated thereunder). The Trust shall enter
into a written contract with the Custodian regarding the powers,
duties and compensation of the Custodian with respect to the cash
and Securities of the Trust held by the Board of Trustees of the
Trust. The Trust shall, upon the resignation or inability to
serve of the Custodian, use its best efforts to obtain a
successor Custodian; require that the cash and Securities owned
by the Trust be delivered directly to the successor Custodian;
and in the event that no successor Custodian can be found, submit
to the Shareholders, before permitting delivery of the cash and
Securities owned by the Trust to other than a successor
Custodian, the question whether or not the Trust shall be
liquidated or shall function without a Custodian.
The Trustees may direct the Custodian to deposit all or any
part of the Securities owned by the Trust in a system for the
central handling of Securities established by a national
Securities exchange or a national Securities association
registered with the Securities and Exchange Commission, or
otherwise in accordance with applicable law, pursuant to which
system all Securities of any particular class or series of any
issuer deposited within the system are treated as fungible and
may be transferred or pledged by bookkeeping entry without
physical delivery of such Securities, provided that all such
deposits shall be subject to withdrawal only upon the order of
the Trust.
The Trustees may direct the Custodian to accept written
receipts or other written evidence indicating purchases of
Securities held in book-entry form in the Federal Reserve System
in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal
Reserve Banks in lieu of receipt of certificates representing
such Securities.
Section 5.03. Bonds. The Board may require any officer, agent
or employee of the Trust to give a bond to the Trust, conditioned
upon the faithful discharge of such Person's duties, with one or
more sureties and in such amount as may be satisfactory to the
Board.
Section 5.04. Inspection of Records. The records of the Trust
shall be open to inspection by Shareholders to the same extent as
is permitted Shareholders of a Massachusetts business
corporation.
Section 5.05. Representation of Shares. Any officer of the
Trust is authorized to vote, represent and exercise any and all
rights incident to any Shares of any corporation or other
business enterprise owned by the Trust.
Section 5.06. Offices of the Trust. Until changed by the
Trustees, the principal office of the Trust in the Commonwealth
of Massachusetts shall be in the city of Boston, County of
Suffolk. The principal executive office of the Trust is hereby
fixed and located at 1876 Waycross Road, Cincinnati, Ohio 45240.
The Trustees are granted full power and authority to change from
time to time the respective locations of said offices. Any such
change shall be noted in the By-Laws opposite this Section, or
this Section may be amended to state the new location. Branch or
subordinate offices may be established at any time by the
Trustees at any place or places.
ARTICLE VI.
INDEMNIFICATION
The Trust shall provide any indemnification required by
applicable law and shall indemnify Trustees, officers, agents and
employees as follows:
(a) The Trust shall indemnify any Trustee or officer of the
Trust who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than action by or in the right of the Trust)
by reason of the fact that such Person is or was such Trustee or
officer or an employee or agent of the Trust, or is or was
serving at the request of the Trust as a trustee, director,
officer, employee or agent of another corporation, partnership,
joint venture, Trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Person in
connection with such action, suit or proceeding, provided such
Person acted in good faith and in a manner such Person reasonably
believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such Person's conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the Person did not reasonably believe his or her
actions to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that such Person's conduct was
unlawful.
(b) The Trust shall indemnify any Trustee or officer of the
Trust who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in
the right of the Trust to procure a judgment in its favor by
reason of the fact that such Person is or was such Trustee or
officer or an employee or agent of the Trust, or is or was
serving at the request of the Trust as a trustee, director,
officer, employee or agent of another corporation, partnership,
joint venture, Trust or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by
such Person in connection with the defense or settlement of such
action or suit if such Person acted in good faith and in a manner
such Person reasonably believed to be in or not opposed to the
best interests of the Trust, except that no indemnification shall
be made in respect to any claim, issue or matter as to which such
Person shall have been adjudged to be liable for negligence or
misconduct in the performance of such Person's duty to the Trust
unless and only to the extent that the court in which such action
or suit was brought, or any other court having jurisdiction in
the premises, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.
(c) To the extent that a Trustee or officer of the Trust has
been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subparagraphs (a) or
(b) above or in defense of any claim, issue or matter therein,
such Person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such Person
in connection therewith, without the necessity for the
determination as to the standard of conduct as provided in
subparagraph (d).
(d) Any indemnification under subparagraph (a) or (b) (unless
ordered by a court) shall be made by the Trust only as authorized
in the specific case upon a determination that indemnification of
the Trustee or officer is proper in view of the standard of
conduct set forth in subparagraph (a) or (b). Such determination
shall be made (i) by the Board by a majority vote of a quorum
consisting of Trustees who were disinterested and not parties to
such action, suit or proceedings, or (ii) if such a quorum of
disinterested Trustees so directs, by independent legal counsel
in a written opinion; and any determination so made shall be
conclusive and binding upon all parties.
(e) Expenses incurred in defending a civil or criminal
action, writ or proceeding may be paid by the Trust in advance of
the final disposition of such action, suit or proceeding, as
authorized in the particular case, upon receipt of an undertaking
by or on behalf of the Trustee or officer to repay such amount
unless it shall ultimately be determined that such Person is
entitled to be indemnified by the Trust as authorized herein.
Such determination must be made by disinterested Trustees or
independent legal counsel. Prior to any payment being made
pursuant to this paragraph, a majority of a quorum of the
disinterested, non-party Trustees of the Trust, or an independent
legal counsel in a written opinion, shall determine, based on a
review of readily available facts that there is reason to believe
that the indemnitee ultimately will be found entitled to
indemnification.
(f) Agents and employees of the Trust who are not Trustees or
officers of the Trust may be indemnified under the same standards
and procedures set forth above, in the discretion of the Board.
(g) Any indemnification pursuant to this Article shall not be
deemed exclusive of any other rights to which those indemnified
may be entitled and shall continue as to a Person who has ceased
to be a Trustee or officer and shall inure to the benefit of the
heirs, executors and administrators of such a Person.
(h) Nothing in the Declaration or in these By-Laws shall be
deemed to protect any Trustee or officer of the Trust against any
liability to the Trust or to its Shareholders to which such
Person would otherwise be subject by reason of willful
malfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of such Person's office.
(i) The Trust shall have power to purchase and maintain
insurance on behalf of any Person against any liability asserted
against or incurred by such Person, whether or not the Trust
would have the power to indemnify such Person against such
liability under the provisions of this Article. Nevertheless,
insurance will not be purchased or maintained by the Trust if the
purchase or maintenance of such insurance would result in the
indemnification of any Person in contravention of any rule or
regulation and/or interpretation of the Securities and Exchange
Commission.
ARTICLE VII.
AMENDMENT OF BY-LAWS
These By-Laws of the Trust may be altered, amended, added to
or repealed by a majority of the Shareholders or by majority vote
of the entire Board.
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 30th day of December,
1987 by CARILLON INVESTMENT TRUST ("Trust"), a Massachusetts
business trust, and CARILLON ADVISERS, INC. ("Adviser"), an Ohio
corporation.
WHEREAS, the Trust and the Adviser wish to enter into
an Agreement setting forth the terms upon which the Adviser will
perform certain services for the Trust;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties agree to the
following:
(1) The Trust hereby employs the Adviser to manage the
investment and reinvestment of the assets of the Trust and
to perform the other services herein set forth subject to
the control and direction of the Board of Trustees of the
Trust, for the period and on the terms herein set forth.
The Adviser hereby accepts such employment and agrees
during such period to render the services and to assume the
obligations herein set forth for the compensation herein
provided. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized, have no authority to act
for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
(2) In carrying out its obligations to manage the investments
and reinvestments of the assets of the Trust, the Adviser
shall:
(a) obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the
investment policies and objectives of the Trust,
affecting the economy generally and individual companies
or industries, the securities of which are included in
the Trust's investment portfolios or under consideration
for inclusion therein;
(b) conduct a continuous program of investment and
evaluation with respect to the composition of the
Trust's portfolios, including the placing of orders for
purchases and sales; and
(c) regularly report to the Board of Trustees of the Trust
with respect to implementation of the investment
objectives and policies of the Trust and the Adviser's
activities in connection with the administration of the
Trust.
(3) In providing the services and assuming the obligations set
forth herein, the Adviser may at its expense employ one or
more Sub-Advisers. Reference herein to the Adviser shall
include any Sub-Adviser employed by the Adviser. Any
agreement between the Adviser and any Sub-Adviser shall be
subject to the terms for renewal, termination and amendment
as provided herein with respect to the Adviser, and such
Sub-Adviser shall at all times be subject to the direction
of the Board of Trustees of the Trust and any duly
constituted committee thereof or any officer of the Trust
acting pursuant to like authority. The procedure required
in paragraph (11) must be followed with respect to approval
of one or more Sub-Advisers.
(4) In addition to performing the obligations set forth in
paragraph (2) above, the Adviser shall furnish at its own
expense or pay the expenses of the Trust for the following:
(a) office space in the offices of the Adviser, or in such
other place as may be agreed upon from time to time, and
all necessary office facilities and equipment;
(b) 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 related to and to be
performed under contract for custodial, bookkeeping,
transfer and dividend disbursing agency services by the
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; all annual,
semi-annual periodic reports; and notices and proxy
solicitation material furnished to shareholders of the
Trust or regulatory authorities.
(5) Nothing in paragraph (4) above shall require the Adviser to
bear or to reimburse the Trust for:
(a) any of the costs of printing or mailing the items
referred to in (4)(b);
(b) compensation of the directors of the Trust who are not
directors, officers or employees of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the custodian appointed by
the Trust for custodial services;
(e) the charges and expenses of the independent accountants
retained by the Trust;
(f) the charges and expenses of any transfer, bookkeeping
and dividend disbursing agents appointed by the Trust;
(g) broker's commission and issue and transfer taxes
chargeable to the Trust in connection with securities
transactions to which the Trust is a party;
(h) taxes and corporate fees payable by the Trust to
federal, state or other governmental agencies;
(i) the cost of stock certificates, if any, representing
shares of the Trust;
(j) legal fees and expenses in connection with the affairs
of the Trust, including registering and qualifying its
shares with regulatory authorities;
(k) association membership dues;
(l) insurance premiums for fidelity and other coverage;
(m) expenses of shareholder and directors meetings.
(6) (a) The services of the Adviser to the Trust are not to be
deemed exclusive and the Adviser shall be free to render
similar services to others so long as the services
hereunder are not impaired or interfered with thereby.
(b) The Adviser and any persons performing executive,
administrative or trading functions for the Trust, whose
services are made available to the Trust by the Adviser,
are specifically authorized to allocate brokerage and
principal business to firms that provide brokerage and
economic research services or facilities and to cause
the Trust to pay a member of a securities exchange or
any other broker or dealer an amount of commission for
effecting a securities transaction in excess of the
amount another member of an exchange, broker or dealer
would have charged for effecting that transaction if the
Adviser or such person determines in good faith that
such amount of commission is reasonable in relationship
to the value of the brokerage and research services (as
such services are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided by such
member, broker or dealer viewed in terms of either that
particular transaction or the overall responsibilities
of the Adviser with respect to any accounts as to which
the Adviser exercises investment discretion (as the term
is defined in Section 3(a)(35) of the Securities
Exchange Act of 1934)
.
(7) The Trust shall pay the Adviser as full compensation for all
facilities and services furnished hereunder a fee computed
separately for each Fund at an annual rate, as follows:
(a) for the Growth Fund -- .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;
(b) for the Government Bond Fund -- .65% of the first
$50,000,000, .50% of the next $100,000,000, and .45% of
all amounts over $150,000,000 of the current value of
the net assets of the Fund; and
(c) for the Capital Fund -- .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.
Such fee shall be payable at such intervals not more
frequently than monthly nor less frequently than quarterly
as the Board of Trustees of the Trust may from time to time
determine and specify in writing to the Adviser. Such fee
shall be calculated on the basis of the average of all
valuations of net assets of each Fund made at the close of
business on each valuation day during the period for which
such fee is paid.
(8) (a) 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 or federal law, the Adviser shall pay such excess,
unless the Adviser applies for and obtains waivers to
remove such expense reimbursement requirements. It is
the intention of the Adviser to apply for such waivers.
For the purposes of this paragraph, the term "calendar
quarter" shall include the portion of any calendar
quarter which shall be lapsed at the date of termination
of this Agreement and the expense limitation shall be
that part of the rate proportional to that proportion of
a full calendar quarter lapsed.
(b) The Adviser reserves the right to waive all or part of
its fee.
(9) It is understood that:
(a) trustees, officers, agents and stockholders of the Trust
are or may be interested in the Adviser as directors,
officers, stockholders or otherwise;
(b) directors, officers, agents and stockholders of the
Adviser are or may be interested in the Trust as
trustees, officers, stockholders or otherwise;
(c) the Adviser may be interested in the Trust; and
(d) the existence of any such interest will not affect the
validity hereof or of any transaction hereunder except
as otherwise provided in the Declaration of Trust of the
Trust and the Articles of Incorporation of the Adviser
respectively or by specific provision of applicable law.
(10) Neither the Adviser nor any of its directors, officers or
employees, nor any persons performing executive,
administrative or trading functions shall be liable for any
error of judgment or mistake of law or for any loss suffered
by the Trust in connection with the matters to which this
Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the
performance of it or his duties on behalf of the Trust or
from reckless disregard by the Adviser or any such person of
the Adviser's duties under this Agreement. Without limiting
the generalities of the foregoing, neither the Adviser nor
any such person shall be deemed to have acted unlawfully or
to have breached any duty to the Trust under state or
federal law solely by reason of having caused the Trust to
pay a member of any securities exchange or any other
securities broker or dealer an amount of commission for
effecting a securities transaction in excess of the
commissions another member of a securities exchange or
another securities broker or dealer would have charged for
effecting that transaction if the Adviser or such other
persons determined in good faith that such amount of
commission was reasonable in relationship to the value of
the brokerage and research provided by such member, broker
or dealer viewed in terms of either that particular
transaction or the overall responsibility of the Adviser
with respect to any account to which the Adviser exercises
investment discretion, as provided for in Section 28(e) of
the Securities Exchange Act of 1934.
(11) This Agreement shall continue in effect from year to year
hereafter, only so long as such continuation is specifically
approved, at least annually, by either the Board of Trustees
of the Trust or by a vote of the majority of the outstanding
voting securities of each Fund. In either event, however,
such continuation shall also be approved by a vote of a
majority of the trustees who are not interested persons of
the Trust, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended, cast by them in person at a
meeting called for the purpose of voting on such
continuation. Notwithstanding the foregoing provisions of
this paragraph (11) to the contrary:
(a) This Agreement may be terminated at any time without
the payment of any penalty on 60 days' notice to the
Adviser, either by a vote of the Board of Trustees of
the Trust or by vote of a majority of the outstanding
voting securities of any Fund.
(b) This Agreement shall immediately terminate in the event
of its assignment (as that term is defined in the
Investment Company Act of 1940, as amended).
(c) This Agreement may be terminated by the Adviser on
sixty days' written notice to the Trust.
(12) Any notice under this Agreement shall be in writing,
addressed and delivered or mailed postage pre-paid to the
other party at such address as such other party may
designate for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of
the Trust and that of the Adviser for this purpose shall be
P. O. Box 5304, Cincinnati, Ohio 45201.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed in duplicate on the date first above
written.
CARILLON INVESTMENT TRUST
By /s/ Charles C. Hinckley
Charles C. Hinckley
President
CARILLON ADVISERS, INC.
By /s/ Michael A. Conway
Michael A. Conway
President
ADMINISTRATION AGREEMENT
AGREEMENT made this 15 day of July, 1987, by and between
Carillon Advisers, Inc. ("Adviser") and Carillon Investments,
Inc. ("Administrator"), both Ohio corporations.
WHEREAS, Adviser has entered into an Investment Advisory
Agreement with Carillon Investment Trust ("CIT"), a registered
open-end management investment company; and
WHEREAS, Adviser's contract calls for the providing or
paying for certain management and administrative functions in
connection with CIT's corporate existence; and
WHEREAS, Adviser wishes to employ Administrator to perform
such duties;
NOW, THEREFORE, Adviser engages Administrator and
Administrator accepts such engagement for the compensation
indicated hereafter to provide corporate administration for CIT,
subject to the following terms and conditions.
1. Activities of Administrator under this Agreement are
subject to the direction and control of CIT's Board of Directors
and Administrator hereby agrees to such direction and
supervision.
2. Administrator shall perform the following duties or
provide for the following services:
(a) monitor all services and personnel it supplies
in order to insure the effective day-to-day
corporate and legal administration of CIT;
(b) supply internal auditing and internal legal
services;
(c) supply stationery and office supplies;
(d) prepare reports to shareholders of CIT;
(e) prepare tax returns;
(f) prepare reports to and filings with the
Securities and Exchange Commission ("SEC") and
state securities authorities;
(g) at CIT's request furnish office space in such
place as may be reasonably agreed upon from time
to time and all necessary office facilities for
CIT;
(h) supply or at CIT's request, provide persons to
perform clerical, accounting, bookkeeping,
administration and other similar services
(exclusive of those services relating to and
being performed under contracts of custodial,
transfer, dividend and accounting services by any
bank or other organization).
3. In recognition of the services to be performed,
Adviser will pay Administrator an annual fee equal to 0.10% of
the average net assets of CIT. CIT will be under no obligation
to make any payment to Administrator under the terms of this
Agreement.
4 Administrator will bear all expenses in connection
with the performance of its services under this Agreement. It is
understood and agreed that the expenses to be paid by
Administrator do not include the following which are to be paid
by CIT:
(a) taxes and fees payable by CIT to federal, state
or other governmental agencies;
(b) brokerage fees and commissions and issue and
transfer taxes;
(c) interest;
(d) fees and other expenses of directors of CIT who
are not directors, officers or employees of the
Adviser or any affiliated person (other than a
registered investment company) of the Adviser;
(e) registration, filing and other fees in connection
with requirements of regulatory authorities;
(f) charges and expenses for custodial, transfer
agency, dividend agent and accounting agent
services;
(g) outside legal expenses and expenses in connection
with the affairs of CIT, including registering
and qualifying its shares with the federal and
state regulatory authorities;
(h) charges and expenses of independent public
accountants;
(i) any cost of stock certificates representing
shares of CIT;
(j) expenses of meetings of shareholders and
directors of CIT;
(k) cost of corporate existence;
(l) advisory fees;
(m) insurance premiums;
(n) cost of printing and mailing registration
statements, stock holder reports, prospectuses
and proxy statements;
(o) costs related to CIT's own employees other than
those furnished by the Administrator pursuant to
Section 2(h);
5. Adviser understands that Administrator may act as
Administrator for others and Adviser has no objection to such
activities.
6. Administrator will not be liable for any errors of
judgment or mistake of law or for any loss suffered by Adviser or
CIT in connection with matters to which this Agreement relates
except a loss resulting from willful misfeasance, bad faith or
gross neglect on Administrator's part in the performance of its
duties or from reckless disregard by it or its obligation and
duties under this Agreement.
7. It is understood that any of the shareholders,
trustees, officers, employees and agents of CIT may be directors,
officers, employees or agents of or be otherwise interested in
Administrator, any affiliated person of Administrator, any
organization in which Administrator may have an interest, or any
organization which may have an interest in Administrator; that
Administrator, and any such affiliated person and any such
organization may have an interest in CIT and Adviser, and that
the existence of any such dual interest shall not effect the
validity hereof or of any transaction hereunder except as
otherwise provided in the Articles of Incorporation of CIT or by
specific provisions of applicable law.
8. This Agreement will remain in force until cancelled by
either Adviser or Administrator with sixty days written notice
thereof. CIT may reject this contract by a vote of a majority of
its directors and by informing Adviser that they no longer wish
Administrator to furnish services to Adviser under the terms of
this Agreement.
9. Administrator may from time to time employ or
associate with any person or persons it may believe to be
particularly fitted to assist in the performance of this
Agreement. Compensation of any such persons will be paid by
Administrator and no obligation will be incurred by or on behalf
of Adviser or CIT with respect to them. In addition, Adviser and
CIT understand that the persons employed by Administrator to
assist in the performance of its duties hereunder may not devote
their full time to those duties and that nothing contained herein
will be deemed to limit or restrict the Administrator's right or
the rights of any of Administrator's affiliates to engage in and
devote time and attention to other businesses or to render other
services of whatever kind or nature.
10. This Agreement shall be construed in accordance with
and governed by the laws of the state of Ohio. This Agreement
may be executed simultaneously in two or more counter-parts, each
of which will be deemed an original but all of which together
will constitute one and the same instrument.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed by the respective officers hereunto duly
authorized.
CARILLON ADVISERS, INC. CARILLON INVESTMENTS, INC.
By /s/ Michael A. Conway By /s/ Bruce Avedon
Michael A. Conway Bruce Avedon
President President
AMENDMENT
TO
ADMINISTRATION AGREEMENT
FOR
CARILLON INVESTMENT TRUST
THIS IS AN AMENDMENT to the Administration Agreement dated
July 15, 1987 by and between Carillon Advisers, Inc. ("Adviser")
and Carillon Investments, Inc. ("Administrator").
RECITALS:
1. Pursuant to this Agreement, the Administrator provides
certain administrative services for Carillon Investment Trust
("CIT") on behalf of Adviser.
2. For such services, the Adviser pays the Administrator
a fee equal to .10% of the average net assets of CIT.
3. After a review of the expenses being incurred by the
Administrator in providing such services, it has been determined
that it would be appropriate to increase the fee from .10% to
.20% of the average net assets of CIT.
4. The Board of Directors of both the Adviser and the
Administrator has authorized and directed the appropriate
officers to amend this agreement to increase the fee accordingly.
NOW THEREFORE, in consideration of the above and of the
mutual promises and covenants contained herein, the parties
hereto agree as follows:
1. Item 3 of the Administration Agreement is hereby
amended to increase the fee from .10% to .20% of the average net
assets of CIT.
2. In all other respects, the Administration Agreement
shall remain unchanged.
3. The effective date of this Amendment shall be January
1, 1989.
Executed at Hamilton County, Ohio, this 27 day of July,
1989.
CARILLON ADVISERS, INC. CARILLON INVESTMENTS, INC.
By /s/ Michael A. Conway By /s/ John F. Labmeier
Michael A. Conway John F. Labmeier
President Vice President and
Assistant Secretary
DISTRIBUTION AGREEMENT
AGREEMENT made this 30th day of December, 1987, by and
between Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT"):
WHEREAS, CIT is a Massachusetts business trust registered as
a diversified, open-end, management investment company under the
Investment Company Act of 1940, as amended, ("1940 Act") and its
Shares are registered under the Securities Act of 1933, as
amended ("1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer
with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended, ("1934 Act") and Is
a member of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, CIT desires to have its Shares sold and distributed
through Distributor and Distributor is willing to sell and
distribute such Shares under the terms stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. CIT will furnish to the Distributor copies properly
certified or authenticated of each of the following:
a. Declaration of Trust of CIT dated December 8, 1986, as
amended;
b. By-laws of CIT as in effect on the date hereof;
c. The Registration Statement under the 1933 Act
("Registration Statement") and 1940 Act, and CIT's Prospectus as
from time to time is effective and forming a part of the
Registration Statement (the "Prospectus");
d. Amendments of or supplements to the Items referred to In
a., b., and c. above and any other information for use in
connection with Distributor's duties hereunder that Distributor
reasonably requests regarding CIT or the Shares of CIT's common
stock;
e. Prompt notice and advice of (i) any action of the SEC or
any authorities of any state or territory, of which it may be
advised, affecting the registration or qualification of CIT or
its Shares or the right to offer the Shares for sale, and (ii)
the happening of any event which makes untrue any statement In
the Registration Statement or Prospectus or which requires the
making of any change In the Registration Statement or Prospectus
In order to make the statements therein not misleading.
2. Distributor hereby agrees that It will act as Distributor
of the Shares covered by and In accordance with CIT's
Registration Statement and Prospectus. In connection therewith it
is specifically agreed that:
a. Distributor will solicit such orders and accompanying
funds for the purchase of Shares for submission to CIT's transfer
agent, the name of which will be supplied Distributor by CIT in a
supplemental writing, as the Distributor deems reasonable In
connection with its duties hereunder;
b. Distributor will have no authority to accept orders for
the purchase of Shares or to accept funds on CIT's behalf and no
order for the purchase of Shares will be binding on CIT until
accepted by CIT's transfer agent;
c. Distributor will undertake such advertisement and
promotion as it deems reasonable in connection with its duties
hereunder;
d. Distributor is not authorized to give any information or
make any representations other than those contained in the
Registration Statement or the Prospectus, as in effect from time
to time, other than such information or representations as CIT
may authorize in writing;
e. CIT reserves the right to direct the transfer agent to
decline to accept any order for or make any sale of the Shares
until such time as CIT deems It advisable to accept such orders
or to make such sales. CIT will promptly advise Distributor of
any such determination; and
f. No orders for the purchase of Shares will be solicited by
Distributor or by CIT and no orders for purchase of Shares will
be accepted by CIT if and so long as the effectiveness of the
Registration Statement or any necessary amendments thereto shall
be suspended under any provision of the 1933 Act or if and so
long as the current Prospectus as required by such Act is not on
file with the SEC; provided nothing In this section will affect
CIT's obligation to repurchase the Shares from any Shareholder in
accordance with CIT's Declaration of Trust, By-laws, or
Prospectus, and further that the Distributor may continue to act
under this Agreement until it has been notified in writing of the
occurrence of any of the foregoing events.
3. As compensation for services in connection with this
Agreement, the Distributor will receive a percentage of the
Offering Price of Shares of CIT based on the following table:
<TABLE>
<CAPTION>
$ Amount of Purchase % Paid Distributor
-------------------- ------------------
<S> <C>
Less than $50,000 5%
$50,000 or more,
but less than $150,000 4%
$150,000 or more,
but less than $500,000 3%
$500,000 or more,
but less than $1,500,000 2%
$1,500,000 or more,
but less than $2,500,000 1%
$2,500,000 or more .5%
</TABLE>
The percentage of Compensation to be paid the Distributor
will be adjusted in accordance with any Letters of intent or
Rights of Accumulation applicable to any series of purchases made
by shareholders.
In addition, CIT shall reimburse Distributor for certain
expenses Distributor incurs in connection with the sale of CIT's
Shares and service to CIT's shareholders in accordance with a
Plan under Rule 12b-1 of the 1940 Act ("12b-1 Plan") as from time
to time CIT might have in effect.
4. Distributor agrees that its activities pursuant to this
Agreement will comply with all applicable laws, rules and
regulations, including without limitation, rules and regulations
made or adopted pursuant to the 1940 Act and by the NASD.
5. CIT agrees at its own expense to execute such papers and
to do such acts and things as shall from time to time be
reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Shares for sale
under the Blue Sky Laws of any state or for maintaining the
registration of CIT and of its Shares under the 1933 Act and the
1940 Act. CIT will pay all registration, filing and other fees in
connection therewith and for qualifying itself under applicable
Blue Sky Laws and any cost of preparing the Registration
Statements. Distributor will pay for the printing of Prospectuses
and Statements of Additional Information to be used in connection
with the sale of new shares of CIT.
6. The Distributor will pay or cause to be paid all expenses
relating to: its qualification as a broker-dealer In any state in
which it qualifies in connection with the distribution of Shares;
and selling and distributing the Shares, Including preparing
sales material.
7. It is understood that the Distributor shall be free to
enter into distribution or other agreements with others and that
CIT has no objection thereto.
8. It is understood that any of the Shareholders, Trustees,
Officers, Employees and Agents of CIT may be Directors, Officers,
Employees or Agents of or be otherwise interested in the
Distributor, any affiliated person of the Distributor, any
organization in which the Distributor may have an interest or any
organization that may have an interest in the Distributor; that the
Distributor or any such affiliated person or any such organization
may have an interest in CIT; and that the existence of any such
interest shall not affect the validity thereof or any transaction
hereunder except as otherwise provided in the Articles of
Incorporation of CIT and the Distributor, respectfully, or by
specific provisions of any applicable law.
9. a. This Agreement may be terminated by either party hereto
upon 60 days written notice to the other party.
b. This Agreement may be terminated upon written notice to one
party by another hereto in the event of bankruptcy or insolvency of
such party to which notice is given.
c. This Agreement may be terminated at any time upon mutual
written consent of the parties hereto.
d. Upon termination of this Agreement all authorization,
rights, and obligations shall cease except the obligation to settle
accounts hereunder including payments for Shares sold pursuant to
this Agreement.
10. This agreement shall be subject to the provisions of the
1940 Act, the 1934 Act, the By-laws of the NASD and the Regulations
and Rulings thereunder which are from time to time in effect,
including such exemptions from the 1940 Act as the SEC may grant
and the terms hereof shall be Interpreted and construed in
accordance therewith.
11. Distributor may from time to time employ or associate with
any person or persons it may believe to be particularly fitted to
assist it in the performance of this Agreement. The compensation of
such persons will be paid by the Distributor and no obligation will
be incurred by or on behalf of CIT with respect to them. It is
understood by CIT that persons employed by the Distributor to
assist in the performance of its duties hereunder may not devote
their full time to those duties and nothing contained herein will
be deemed to limit or restrict the Distributor's right or the right
of any of the Distributor's affiliates to engage in and devote time
and attention to other businesses or to render other services of
whatever kind or nature.
12. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
construed In accordance with and governed by the laws of the state
of Ohio. This Agreement may be executed simultaneously in two or
more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above
written.
Signed In the
Presence of: CARILLON INVESTMENTS, INC.
/s/ Barbara J. McBride By: /s/ Bruce Avedon
/s/ Sharon L. Scherbarth
Bruce Avedon
President
Title
CARILLON INVESTMENT TRUST
By: /s/ Charles C. Hinckley
Name
Charles C. Hinckley
President
Title
AMENDMENT
TO
DISTRIBUTION AGREEMENT
THIS IS AN AMENDMENT to the Distribution Agreement between
Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT") dated December 30, 1987.
1. The following paragraph is added at the end of Section
3.:
The Distributor and CIT agree that the sale of Carillon
Capital Fund shares shall be made without the imposition of a
sales charge for the following investments:
a. Purchases by the Distributor, or companies affiliated
with the Distributor; by directors, officers and employees of the
Distributor or affiliated companies; and by the spouse and/or
children under the age of 21 of the directors, officers and
employees of the Distributor, or companies affiliated with the
Distributor; and
b. Purchases 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.
2. In all other respects the Distribution Agreement shall
remain unchanged.
Executed at Hamilton County, Ohio as of the 14th day of
December, 1988.
Carillon Investment Trust Carillon Investments, Inc.
By: /s/ Michael A. Conway By: /s/ John F. Labmeier
Michael A. Conway John F. Labmeier
President Vice President and
Assistant Secretary
<PAGE>
AMENDMENT
TO
DISTRIBUTION AGREEMENT
THIS IS AN AMENDMENT to the Distribution Agreement between
Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT") dated December 30, 1987.
RECITALS:
1. In its February 6, 1990 letter regarding the routine
examination of the Carillon Group of Mutual Funds, the Securities
and Exchange Commission ("SEC") recommended that the underwriting
agreements with Carillon Investments, Inc. be amended to include
the requirements set forth in Section 15(b) of the Investment
Company Act of 1940.
2. The Distributor and CIT deem it appropriate to amend the
Distribution Agreement as recommended by the SEC.
NOW, THEREFORE, IN CONSIDERATION of the above and of the
mutual promises and covenants contained herein, the parties
hereto agree as follows:
1. A new section 13. is hereby added as follows:
13. This Agreement shall continue in effect for a period
more than two years from the date of its execution, only so long
as such continuance is specifically approved at least annually by
the board of trustees or by vote of a majority of the outstanding
voting securities of CIT. Further, this Agreement shall
immediately terminate in the event of its assignment (as that
term is defined in the Investment Company Act of 1940, as
amended).
2. In all other respects the Distribution Agreement shall remain
unchanged.
Executed at Hamilton County, Ohio as of the 14th day of December,
1990.
Carillon Investment Trust Carillon Investments, Inc.
By: /s/ John F. Labmeier By: /s/ Kevin O'Toole
John F. Labmeier Kevin W. O'Toole
Vice President and Assistant Vice President
Secretary
CARILLON INVESTMENT TRUST
AMENDMENT
TO AGREEMENTS
WITH
FIRST WISCONSIN TRUST COMPANY
(NOW KNOWN AS FIRSTAR TRUST COMPANY)
RECITALS:
1. Carillon Investment Trust previously entered into the
following agreements ("Agreements") with First Wisconsin Trust
Company: Custodian Agreement, dated January 2, 1990; Portfolio
Accounting Agreement, dated January 2, 1990; and Transfer Agency
Agreement, dated January 2, 1990.
2. The Agreements are still in full force and effect.
However, on or about September 14, 1992, First Wisconsin Trust
Company changed its corporate name to Firstar Trust Company.
3. The staff of the Midwest Regional Office of the United
States Securities and Exchange Commission has requested that the
aforementioned Agreements be revised to reflect that First
Wisconsin Trust Company changed its corporate name to Firstar
Trust Company.
NOW, THEREFORE, the aforementioned Agreements are hereby
amended as follows:
1. All references in the Agreements to First Wisconsin Trust
Company are changed to Firstar Trust Company.
2. In all other respects, the Agreements shall remain
unchanged.
IN WITNESS WHEREOF, Carillon Investment Trust and Firstar
Trust Company have executed this agreement as of March 8, 1996.
Carillon Investment Trust Firstar Trust Company
By: /s/ John F. Labmeier By: /s/ Michael R. McVoy
John F. Labmeier Michael R. McVoy
Name Name
VP & Secretary Vice President
Title Title
<PAGE>
<PAGE>
CUSTODIAN AGREEMENT
This CUSTODIAN AGREEMENT made as of this 2nd day of January, 1990 by
and between CARILLON INVESTMENT TRUST (the "Fund"), having its
principal place of business at 1876 Waycross Road, Cincinnati, Ohio
45240, and FIRST WISCONSIN TRUST COMPANY (the "Custodian"), having its
principal place of business at 615 East Michigan Street, Third Floor,
Milwaukee, Wisconsin 53202.
WITNESSETH:
That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It. The Fund
hereby employs the Custodian as the custodian of its assets subject to
the provisions hereof. Subject to the provisions hereof the Fund agrees
to deliver to the Custodian all non-cash property, including
securities, and cash owned by it, and all payments of income, payments
of principal or capital distributions received by it with respect to
all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of Capital
Stock ("Shares") of the Fund as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of the
Fund held or received by the Fund and not delivered to the Custodian.
The Custodian may from time to time employ one or more foreign sub-
custodians if and to the extent permitted by rules and regulations
under the Investment Company Act of 1940 (the "Investment Company
Act"), as the same may be amended from time to time, BUT ONLY if such
appointment shall have been authorized by the Directors/Trustees of the
Fund, and provided that, except as may otherwise be required with
respect to foreign sub-custodians the Custodian shall have no more or
less responsibility to the Fund on account of any actions or omissions
of any foreign sub-custodian so employed than any such sub-custodian
has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund Held
By the Custodian.
2.1 Holding Securities. The Custodian shall hold and physically
segregate, for the account of the Fund all non-cash property, including
all securities owned by the Fund, other than securities maintained
pursuant to Section 2.12 in a clearing agency that acts as a securities
depository or in a book-entry system authorized by the U. S. Department
of the Treasury, collectively referred to herein as "Securities
System." The Custodian shall maintain records of all receipts,
deliveries and locations of such property, together with a current
itemized list of all such property. The Custodian shall provide the
Fund annually with a copy of an external auditor's report, the scope of
which includes internal accounting controls and procedures for
safeguarding securities.
2.2 Delivery of Securities. The Custodian shall not release and
deliver securities (or interim receipts or temporary securities) owned
by the Fund held by the Custodian or in a Securities System account (as
defined in Section 2.12) of the Custodian except upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and except in the following cases:
(a) Upon sale of such securities for the account of the Fund BUT
ONLY against receipt by the Custodian of payment thereof. All such
payments shall be made in cash, by a certified check upon (or a
treasurer's or cashier's check of) a bank, by effective bank wire
transfer through the Federal Reserve Wire System or, if appropriate,
outside of the Federal Reserve Wire System and subsequent credit to the
Fund's Custodian account or, in case of delivery through a stock
clearing company, by book-entry credit by the stock clearing company in
accordance with the then current street custom.
(b) Upon the receipt of payment by the Custodian in the form
specified in the second sentence of the subsection (a) of the Section
2.2 in connection with any repurchase agreement related to such
securities entered into by the Fund.
(c) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof.
(d) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund.
(e) To the issuer thereof or its agent when such securities mature
or are called, redeemed, retired or otherwise become payable; PROVIDED
that, in any such case, the cash or other consideration is to be
delivered to the Custodian in the same form as specified in subsection
(a) above.
(f) To the issuer thereof, or its agent, for transfer into the name
of the Fund or into the name of any nominee or nominees of the
Custodian or into the nominee name of any sub-custodian appointed
pursuant to Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; PROVIDED that, in any such case, the new
securities are to be delivered to the Custodian.
(9) To the broker selling the same for examination in accordance
with the "street delivery" custom.
(h) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization, split-up of shares,
change of par value or readjustment of the securities of the issuer of
such securities, or pursuant to provisions for conversion contained in
such securities, or pursuant to any deposit agreement; PROVIDED that,
in any such case, the new securities (and cash, if any) are to be
delivered to the Custodian.
(i) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary securities
for definite securities, PROVIDED that, in any such case, the new
securities (and cash, if any) are to be delivered to the Custodian.
(j) For delivery in connection with any loans of securities made by
the Fund, BUT ONLY against receipt of collateral as directed from time
to time by the Custodian and the Fund, in such form and under such
terms as shall be approved by the Fund's Board of Directors/Trustees
and the Custodian.
(k) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund (which may be the Custodian) for delivery to such
Transfer Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to time in the
Fund's then current prospectus, in satisfaction of requests by holders
of Shares for repurchase or redemption.
(l) For any other proper corporate purpose in addition to those
specified in subsections (a) through (k) of this Section 2.2, BUT ONLY
upon receipt of a resolution of the Board of Directors/Trustees signed
by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
2.3 Exemption from Liens. The securities held by the Custodian for
the Fund shall be subject to no lien or charge of any kind in favor of
the Custodian or any person claiming through the Custodian, but nothing
herein shall be deemed to deprive the Custodian of its right to invoke
any and all remedies available at law or equity to collect amounts due
it under this Agreement.
2.4 Registration of Securities. Except as otherwise directed by the
Fund, securities held by the Custodian (other than bearer securities)
shall be registered by the Custodian in the name of the Fund or in the
name of any nominee of the Fund or any nominee of the Custodian or in
the name or nominee name of any agent appointed pursuant to Section
2.11 or in the name or nominee name of any sub-custodian appointed
pursuant to Article 1. All securities accepted by the Custodian on
behalf of the Fund under the terms of this Agreement shall be in
"street" or other good delivery form.
2.5 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to draft
or order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of
the Fund, other than cash maintained by the Fund in an impress account
established and used in accordance with Rule 17f-3 under the Investment
Company Act. Funds held by the Custodian for the Fund may be deposited
by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; PROVIDED, however, that every
such bank or trust company shall be qualified to act as a custodian
under the Investment Company Act and that each such bank or trust
company and such funds shall be approved by a vote of a majority of the
Board of Directors/Trustees of the Fund. Such funds shall be deposited
by the Custodian in its capacity as Custodian and shall be withdrawable
by the Custodian only in that capacity. The Custodian shall furnish the
Fund upon request, not later than 30 calendar days after the last
business day of each month, a reconciliation as of such last business
day in all accounts described in this paragraph to the balance shown on
the daily cash report for that day rendered to the Fund.
2.6 Payments for Shares. The Custodian shall make arrangements with
the Transfer Agent of the Fund, which may also be the Custodian, and
with the Fund or distributor of the Fund's shares, as the case may be,
as will enable the Custodian to insure that it receives the cash
consideration due to the Fund for Shares of the Fund issued or sold and
shall deposit such consideration into the Fund's account.
2.7 Investment Of Immediately Available Funds; Obligations of the
Custodian. The Custodian shall, upon the receipt of Proper
Instructions, invest in such instruments as may be directed by the Fund
the amount of immediately available funds specified in such Proper
Instructions on the same day as such funds are received after a time
agreed upon between the Custodian and the Fund.
2.8 Collection of Income. The Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder to which the Fund shall be entitled either by
law or pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities
are held by the Custodian, sub-custodian or agent thereof and shall
credit such income, as collected, to the Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items
requiring presentation as and when they come due and shall collect
interest when due on securities held hereunder, and endorse and deposit
for collection, in the name of the Fund, checks, drafts or other
negotiable instruments on the same day as received. In any case in
which the Custodian does not receive any such due and unpaid income
within a reasonable time after it has made proper demand for the same
(which shall be presumed to consist of one demand letter and one
telephonic demand), it shall promptly, and in any event within five
business days of the date on which such income became due and payable,
or within ten business days in the event the Custodian has advanced
such income, so notify the Fund in writing, including a copy of such
demand letter, any written responses thereto, and memoranda of oral
responses thereto and to telephonic demands, and await proper
instruction. The Custodian shall not be obliged to take legal action
for collection unless and until reasonably indemnified to its
satisfaction. The Custodian shall also notify the Fund as soon as
reasonably practicable whenever income due on securities is not
collected in due course.
2.9 Payment of Fund Moneys. Upon receipt of Proper Instructions
from the Fund, which may be continuing instructions when deemed
appropriate by the parties, and insofar as cash is available for the
purpose, the Custodian shall pay out moneys of the Fund in the
following cases only:
(a) Upon purchase of securities for the account of the Fund but
only (i) against the delivery of such securities to the Custodian (or
any bank, banking firm or trust company doing business in the United
States or abroad qualified under the Investment Company Act to act as a
custodian and designated by the Custodian as its agent for this purpose
pursuant to Section 2.11) registered as provided in Section 2.4 or in
proper form for transfer and accompanied by payment of, or a "due bill"
for, any dividends, interest or other distributions of the issuer of
such securities due the purchaser thereof; (ii) in the case of a
purchase effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof; or (iii) in the case of
repurchase agreements, if any, entered into between the Fund and the
Custodian, or another bank, against delivery of the securities either
in certificate form or through an entry crediting the Custodian's
account for its customers at the Federal Reserve Bank with such
securities.
(b) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof.
(c) For the redemption or repurchase of shares issued by the Fund as
set forth in Section 2.10 hereof.
(d) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for the
account of the Fund: interest, taxes, management fees, Trustees' fees,
accounting, transfer agent, custodian and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses.
(e) For the payment of any dividends or other distributions declared
pursuant to the governing documents of the Fund to the shareholders of
the Fund.
(f) For any other proper purpose, BUT ONLY upon receipt of a
resolution of the Board of Directors/Trustees of the Fund signed by an
officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose to
be a proper purpose, and naming the person or persons to whom such
payment is to be made.
2.10 Payments for Repurchase or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares
of the Fund. The Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank
designated by the shareholders whose Shares are being redeemed or
repurchased.
2.11 Appointment of Agents. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank
or trust company that is itself qualified under the Investment Company
Act to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the custodian may from time to time
direct; PROVIDED, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder and shall only make such appointment with the consent of the
Fund, which consent will not be unreasonably withheld. Notwithstanding
anything contained herein, if the Fund requires the Custodian to engage
specific sub-custodians for the safekeeping and/or clearing of assets,
the Fund agrees to indemnify and hold harmless the Custodian from all
claims, expenses and liabilities incurred or assessed against it in
connection with the use of such sub-custodian in regard to the Fund's
assets, except as may arise from the Custodian's own negligent action,
negligent failure to act or willful misconduct.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may
deposit or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, that acts as a securities
depository, or in the book-entry system authorized by the U. S.
Department of the Treasury and certain federal agencies (collectively
referred to herein as "Securities System"), in accordance with
applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, including, in particular but without limitation,
Rule 17f-4 under the Investment Company Act and subject to the
following provisions to the extent they are consistent with such rules
and regulations:
(a) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System that shall not
include any assets of the Custodian other than assets held as
Fiduciary, custodian or otherwise for customers.
(b) The records of the Custodian with respect to securities of the
Fund that are maintained in a Securities System shall identify by book-
entry or otherwise those securities belonging to the Fund. The records
of the Custodian (and of any sub-custodian appointed pursuant to
Article 1 hereof or of any agent appointed pursuant to Section 2.11
hereof) shall at all times during the regular business hours of the
Custodian (or such agent or sub-custodian) be available for inspection
by duly authorized officers, employees or agents of the Fund (and such
other persons as the Fund may designate from time to time) and
employees and agents of the Securities and Exchange Commission.
(c) The Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon (x) receipt
of advice from the Securities System that payment for such securities
has been transferred to the Account, and (y) the making of an entry on
the records of the Custodian to reflect such transfer and payment for
the account of the Fund. The Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund. At the option of the
Fund, such confirmation or notice may be in the form of hard copy or
electronic transmission. When securities are transferred to the Fund's
account, the Custodian shall, by book-entry or otherwise, identify as
belonging to the Fund's account, a quantity of securities in a fungible
bulk of securities registered in the name of the Custodian or the
Fund's nominee or shown on the Custodian's account on the books of the
appropriate Federal Reserve Bank.
(d) The Custodian shall periodically obtain and send to the Fund
promptly reports on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited
in the Securities System.
(e) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, bad faith or willful misconduct of the Custodian or any of
its agents (which for the purposes hereof shall be deemed to include
the Securities System) or of any of its or their employees, or reckless
disregard of its or their duties; at the election of the Fund, it shall
be entitled to be subrogated to the rights of the Custodian with
respect to any claim against the Securities System or any other person
which the Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund has not been made whole for
any such loss or damage.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other
payments with respect to securities of the Fund held by it and in
connection with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Fund such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.15 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit to the Fund promptly, and in any event, within
five business days, all information (including, without limitation,
pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Custodian from issuers
of the securities being held for the Fund. With respect to tender or
exchange offers, the Custodian shall transmit to the Fund promptly,
and in any event, within five business days, all information received
by the Custodian from issuers of the securities whose tender or
exchange offers is sought and from the party (or his agents) making the
tender or exchange offer. If the Fund desires to take action with
respect to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian by the later of three
business days prior to the date on which the Custodian is to take such
action or one business day after receipt from the Custodian of the
information transmitted pursuant to this paragraph.
2.16 Proper Instructions.
(a) Proper Instructions as used throughout this Article 2 means a
writing signed by an officer of the Fund or by a person the Board of
Directors/Trustees of the Fund shall have from time to time authorized
to give the class of instructions in question, or oral instructions
given in accordance with subparagraph (d). Different persons may give
instructions for different purposes. Such instructions may be general
or specific in terms.
(b) Notwithstanding any of the foregoing provision of this Section
2.16, no authorization, instruction or delegation of authority shall be
deemed to authorize to permit any director/trustee, officer, employee
or agent of the Fund to withdraw any of the securities or other
investments of the Fund upon the mere receipt of a request from such
director/trustee, officer, employee or agent, and such withdrawals may
be made only upon the receipt of a request from an officer or officers
in the manner authorized by resolution of the Fund's Board of
Directors/Trustees.
(c) Any instruction to be a "Proper Instruction" shall set forth the
specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested.
(d) Oral instructions will be considered Proper Instructions if
given in accordance with a procedure mutually agreed upon by the
parties, and if the Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to
the transaction involved. The Fund shall cause all oral instructions to
be confirmed in writing.
(e) Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors/Trustees
Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
Board and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
2.17 Actions Permitted Without Express Authority. The Custodian may
in its discretion, without express authority from the Fund:
(a) surrender securities in temporary form for securities in
definitive form;
(b) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and
(c) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer
and other dealings with the securities and property of the Fund except
as otherwise directed from time to time by Proper Instructions from the
Fund.
2.18 Evidence of Authority. Subject to Section 2.16 hereof, the
Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Custodian may receive and accept a certified
copy of a resolution of the Board of Directors/Trustees of the Fund as
conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any
action by the Board of Directors/Trustees as described in such
resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the
contrary.
2.19 Segregated Accounts. At the request of the Fund, the Custodian
shall maintain any segregated account or accounts of cash or liquid
assets required to be maintained by the Fund to meet its obligations
under such firm commitments or repurchase agreements, if any, as the
Fund may enter into from time to time.
3. Reports and Statements. The Custodian shall render to the Fund a
daily report, including beginning and ending balances, of all monies
received or paid on behalf of the Fund. Such report may be in the form
of an electronic transmission. The Custodian shall also furnish the
Fund, at such times and in the form of electronic transmission or hard
copy as mutually agreed upon by the parties hereto, a statement
summarizing all transactions and entries for the account of the Fund, a
list of the portfolio securities showing the aggregate holding of each
issue, and as of the end of the Fund's fiscal year and when requested,
a list of all security transactions that remain unsettled as of such
time. The Custodian shall, at the Fund's request, supply the Fund with
a tabulation of securities owned by the Fund and held by the Custodian.
The Custodian shall render to the Fund such other reports and
statements of portfolio charges and transactions as may be agreed upon
from time to time.
4. Records.
4.1 Required by Investment Company Act or Other Laws. Custodian shall
create, maintain and retain all records relating to its activities and
obligations under this Agreement in such manner as will meet the
obligations of the Fund under applicable federal and state laws, rules
and regulations, with particular attention but not limited to the
information required by Section 31 of the Investment Company Act and
Rules 31a-1 and 31a-2 thereunder as the same may be amended from time
to time. All such records shall be the property of the Fund and shall
at all times during the regular business hours of the Custodian be open
for inspection by duly authorized officers, employees or agents of the
Fund (and such other persons as the Fund may designate from time to
time) and employees and agents of the Securities and Exchange
Commission. The Custodian shall forthwith upon the Fund's demand, turn
over to the Fund records and documents created and maintained by the
Custodian pursuant to this Agreement, no longer needed by the Custodian
to perform its services or for its protection. The Custodian may retain
copies thereof.
4.2 Access to Other Records. Subject to security requirements of the
Custodian applicable to its own employees having access to similar
records within the Custodian and such regulations as to the conduct of
such persons as may be reasonably imposed by the Custodian after prior
consultation with an officer of the Fund, the books and records of the
Custodian pertaining to its actions under this Agreement shall be open
to inspection and audit at reasonable times by the officers and
directors/trustees of, attorneys for, and auditors employed by, the
Fund and employees and agents of the Securities and Exchange
Commission.
5. References to the Custodian. Neither party to this Agreement
shall circulate any printed matter containing any reference to the
other party without the prior approval of the other party. Each party
shall submit printed matter requiring approval of the other party in
draft form, allowing sufficient time for review by other party and its
counsel prior to any deadline for printing. Authority is hereby granted
for naming of Custodian, in its capacity as such, in any regulatory
statement or other document the Fund is required by law or regulation
to file with any governmental authority.
6. Confidentiality. The Custodian agrees to treat all records and
other information relative to the Fund and its shareholders as
confidential except it may disclose such information after prior
notification to and approval in writing by the Fund. Nothing in this
Section 6 shall prevent the Custodian from divulging information to
bank or securities regulatory authorities or where the Custodian may be
exposed to civil or criminal contempt proceeding for failure to comply.
7. Reports to Fund of Internal Audit Reviews. The Custodian shall
provide the Fund, at such times as the Fund may reasonably require,
with copies of the latest reports by the Custodian's internal audit
department accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, including
securities deposited or maintained in a Securities System relating to
the services provided by the Custodian under this Agreement; such
reports, which shall be based on examination of sufficient scope and in
sufficient detail as may reasonably be required by the Fund, to provide
reasonable assurance that any material inadequacies would be disclosed
by such examination, and, if there are no such inadequacies, shall so
state.
If the procedures and scope of the internal audit are further
reviewed by the Custodian's external or independent auditors, such
reports shall also be made available to the Fund.
8. Fees and Charges. The Fund agrees to pay the Custodian in
accordance with the charges heretofore agreed upon and attached hereto
as Schedule A or in accordance with any amended or modified charges
which may in the future be substituted therefor by mutual agreement.
The Custodian shall be reimbursed by the Fund for reasonable counsel
fees incurred by the Custodian in connection with the performance of
its duties under this Agreement, to the extent that use of such counsel
has been approved in advance unless such fees are incurred on a matter
involving the Custodian's negligence, bad faith or willful misconduct
or reckless disregard of its duties.
9. Insurance. The Custodian shall provide the customary and
normal fidelity insurance and excess securities insurance
available to Custodians for investment companies. If the
Custodian obtains insurance coverage at the Fund's request in
excess of the customary and normal insurance the Custodian would
otherwise carry as the Custodian for the Fund, the Fund agrees to
reimburse the Custodian for the reasonable costs incurred to
obtain such coverage. The Custodian shall notify the Fund
promptly in writing of any claim relating to the Fund.
10. Responsibility of Custodian.
10.1 Indemnification. So long as and to the extent that it is
in the exercise of reasonable care, the Custodian shall not be
responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered
by it pursuant to this Agreement and shall be held harmless in
acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties, subject to Section 2.16.
The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement, but shall be kept
indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence,
bad faith, willful misconduct or reckless disregard of its duties
hereunder. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice provided that such
action is not in violation of the Fund's prospectus or applicable
federal or state laws or regulations, and provided further that
such action is taken without negligence, bad faith, willful
misconduct or reckless disregard of its duties. In performing its
duties generally, and more particularly in connection with the
purchase, sale and exchange of securities made by or for the
Fund, the Custodian may take cognizance of the provisions of the
Articles of Incorporation and By-Laws of the Fund as from time to
time amended; however, except as otherwise expressly provided
herein, it may assume unless and until notified in writing to the
contrary that Proper Instructions received by it are not in
conflict with or in any way contrary to any provision of the
Articles of Incorporation and By-Laws of the Fund as amended, or
resolutions or proceedings of the Board of Directors/Trustees of
the Fund.
The Custodian may advance funds on behalf of the Fund to make
any payment permitted by this Agreement upon receipt of any
proper authorization required by this Agreement for such payments
by the Fund. Should such a payment or payments, with advanced
funds, result in an overdraft (due to insufficiencies of the
Fund's account with the Custodian, or for any other reason) this
Agreement deems any such or related indebtedness a loan made by
the Custodian to the Fund payable on demand and bearing interest
at the current rate charged by the Custodian for such loans
unless the Fund shall provide the Custodian with agreed upon
compensating balances. The Fund agrees that the Bank shall have a
continuing lien and security interest, limited, however, to the
amount of any overdraft or indebtedness, in and to any property
at any time held by it for the Fund's benefit or in which the
Fund has an interest and which is then in the Custodian's
possession or control, provided, however, in the event the Fund
has more than one series, such lien and security interest shall
attach only to the assets of the series to which funds were
advanced. The Fund authorizes the Custodian at any time to charge
any overdraft or indebtedness, together with interest due
thereon, against any balance of account standing to the credit of
the Fund on the Custodian's books.
10.2 Defense of Actions, etc. In order that the indemnification
provision contained in this Article 10 shall apply in any case in
which the Fund may be asked to indemnify or save the Custodian
harmless, the Fund shall be fully and promptly advised of all
pertinent facts concerning the situation presenting or appearing
likely to present the probability of such a claim for
indemnification, and in the event that the Fund so elects it will
so notify the Custodian, and thereupon the Fund shall take over
complete defense of the claim, and the Custodian shall incur no
further legal or other expenses for which it shall seek
indemnification under this Article 10. The Custodian shall in no
case confess any -claim or make any compromise in which the Fund
will be asked to indemnify the Custodian except with the Fund's
prior written consent.
10.3 Indemnification of the Fund The Custodian shall indemnify
and hold the Fund harmless from all loss, cost, damage and
expense, including reasonable expenses for counsel, incurred by
the Fund, as a result of any claim, demand, action or suits
arising out of the Custodian's failure to comply with the terms of
this Agreement, or which arise out of the Custodian's negligence,
bad faith or willful misconduct, or reckless disregard of its
duties, provided that this indemnification shall not apply to
actions or omissions of the Fund in case of its own negligence,
bad faith or willful misconduct or that of its employees or
agents. In order that indemnification under this Section 10.3
shall be available in any case in which the Custodian may be asked
to indemnify or save the Fund harmless the Fund shall fully and
promptly advise the Custodian of all pertinent facts concerning
the situation and the Fund shall use all reasonable care to notify
the Custodian concerning any situation presenting or appearing
likely to present the probability of such a claim for
indemnification against the Custodian. The Custodian shall have
the option to defend the Fund against any claim that may be the
subject of this indemnification, and if the Custodian so elects it
will so notify the Fund, and thereupon the Custodian shall take
over complete defense of the claim, and the Fund shall in such
situation incur no further legal or other expenses for which it
shall seek indemnification under this Section. The Fund shall in
no case confess any claim or make any compromise in any case in
which the Custodian will be asked to indemnify the Fund except
with the Custodian's prior written consent.
10.4 Further Indemnities. If the Fund requires the Custodian to
take any action with respect to securities, which action involves
the payment of money or which action may, in the reasonable
opinion of the Custodian, result in the Custodian or its nominee
assigned to the Fund being liable for the payment of money or
incurring liability of some other form, the Fund, as a
prerequisite to requiring the Custodian to take such action, shall
provide indemnity to the Custodian in an amount and form
reasonably satisfactory to it.
11. Amendment and Termination.
(a) Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally. Only an
instrument in writing making specific reference to this Agreement
and signed by the party against which enforcement of the change,
waiver, discharge or termination is sought shall be effective to
amend or modify this Agreement.
(b) This Agreement may be terminated on 60 days' written
notice. Upon the termination hereof, the Fund shall pay the
Custodian such compensation as may be due to the Custodian as of
the date of such termination, and shall likewise reimburse the
Custodian for any costs, expenses and disbursements reasonably
incurred by the Custodian up to such date. In the event that in
connection with termination, a successor, which may include the
Fund or any affiliated person of the Fund, to any of the
Custodian's duties or responsibilities hereunder is designated by
the Fund by written notice to the Custodian, the Custodian shall,
promptly upon such termination and at the expense of the Fund,
transfer to such successor the assets of the Fund held by the
Custodian, and all relevant books, records and other data
established or maintained by the Custodian under this Agreement.
(c) In connection with the operation of this Agreement, the
Custodian and the Fund may agree from time to time on provisions
interpretive of or in addition to the provisions of this
Agreement. Any such interpretive or additional provision shall be
in writing signed by both parties and shall be annexed hereto.
12. Successor Custodian. If a successor custodian shall be
appointed by the Board of Directors/Trustees of the Fund, the
Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in
the form for transfer, all securities then held by it hereunder
and all funds or other properties of the Fund deposited with it
or held by it hereunder.
If no such successor custodian shall be appointed the
Custodian shall, in like manner, upon receipt of the certified
copy of a resolution of the shareholders, deliver at the office
of the Fund such securities, funds and other properties in
accordance with such resolution.
In the event that no written order designating a successor
custodian or certified copy of a resolution of the shareholders
shall have been delivered to the Custodian on or before the date
when such termination shall become effective, then the Custodian
shall have the right to deliver to a bank or trust company which
is a "bank" as defined in the Investment Company Act, of its own
selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$10,000,000.00 all securities, funds and other properties held by
the Custodian and all instruments held by the Custodian relative
thereto and all other property held by it under this Agreement.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Agreement.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owning to failure of the Fund to procure the
certified copy of the resolution referred to or of the
Directors/Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this
Agreement relating to the duties and obligations of the Custodian
shall remain in full force and effect.
13. Notices. All notices or other communications hereunder
shall be in writing and shall be deemed sufficient if mailed to
either party hereto at the addresses set forth in this Agreement,
or at such other addresses as the parties hereto may designate by
notice to each other.
14. Governing Law; Miscellaneous. This Agreement shall be
construed and enforced in accordance with and governed by the
laws of Wisconsin. The captions in this Agreement are included
for convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement
shall be binding on and shall inure to the benefit of the Fund
and the Custodian and their respective successors. Neither party
to this Agreement shall assign its obligations under this
Agreement without the express written consent of the other party.
The Declaration of Trust dated December 8, 1986 establishing
Carillon Investment Trust, a copy of which is on file in the
office of the Secretary of State of the Commonwealth of
Massachusetts, provides that Carillon Investment Trust refers to
Trustees under the Declaration as Trustees, but not personally,
and the obligations of the Fund do not constitute personal
obligations of the Trustees, officers or shareholders. You should
look solely to the assets of the Fund for satisfaction of any
liability of the Fund in respect thereof and may not seek
recourse against such Trustees, officers, shareholders or any of
them or any of their personal assets for such satisfaction.
IN WITNESS WHEREOF the parties have caused this Agreement to
be signed by their respective officers hereunto duly authorized.
CARILLON INVESTMENT TRUST
By: /s/ John F. Labmeier
Title: Vice President and Assistant Secretary
FIRST WISCONSIN TRUST COMPANY
By: /s/ James D. Hintz
Title: VICE PRESIDENT
Attest: /s/ Andrea Lydolph
<PAGE>
<PAGE>
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL
AGENT SERVICE ANNUAL FEE
Annual Fee Per Portfolio based on market value of assets:
$ .75 per $1,000 on the first $5,000,000
$ .50 per $1,000 on the next $5,000,000
$ .20 per $1,000 on the next $40,000,000
$ .18 per $1,000 on the next $250,000,000
$ .15 per $1,000 on the next $400,000,000
$ .10 per $1,000 on the balance
Minimum Annual Fee $3,000
Investment Transactions: Purchase, sale, exchange, tender,
redemption (maturity), receipt and delivery.
$17.00 per Book Entry Securities (Depository or Federal Reserve
System)
$10.00 per commercial paper and U.S. Treasury bill maturity
$25.00 per Definitive Securities (Physical)
$75.00 per Euroclear
$ 8.00 per Principal reduction on pass-through certificates
$35.00 per Option/Futures Contract
$12.00 per variation margin transaction
Variable Amount Notes: Used as a short-term investment, variable
amount notes offer safety and prevailing high interest rates. Our
charge, which is 1/4 of 1%, is deducted from the variable amount
note income at the time it is credited to Your account.
Extraordinary expenses based on time and complexity involved.
Out-of-Pocket Expenses: Charged to the account.
Fees are billed quarterly based on the value at the beginning of
the quarter.
CARILLON INVESTMENT TRUST
AMENDMENT
TO AGREEMENTS
WITH
FIRST WISCONSIN TRUST COMPANY
(NOW KNOWN AS FIRSTAR TRUST COMPANY)
RECITALS:
1. Carillon Investment Trust previously entered into the
following agreements ("Agreements") with First Wisconsin Trust
Company: Custodian Agreement, dated January 2, 1990; Portfolio
Accounting Agreement, dated January 2, 1990; and Transfer Agency
Agreement, dated January 2, 1990.
2. The Agreements are still in full force and effect.
However, on or about September 14, 1992, First Wisconsin Trust
Company changed its corporate name to Firstar Trust Company.
3. The staff of the Midwest Regional Office of the United
States Securities and Exchange Commission has requested that the
aforementioned Agreements be revised to reflect that First
Wisconsin Trust Company changed its corporate name to Firstar
Trust Company.
NOW, THEREFORE, the aforementioned Agreements are hereby
amended as follows:
1. All references in the Agreements to First Wisconsin Trust
Company are changed to Firstar Trust Company.
2. In all other respects, the Agreements shall remain unchanged.
IN WITNESS WHEREOF, Carillon Investment Trust and Firstar
Trust Company have executed this agreement as of March 8, 1996.
Carillon Investment Trust Firstar Trust Company
By: /s/ John F. Labmeier By: /s/ Michael R. McVoy
John F. Labmeier Michael R. McVoy
Name Name
VP & Secretary Vice President
Title Title
<PAGE>
PORTFOLIO ACCOUNTING AGREEMENT
THIS AGREEMENT is entered into as of the 2nd day of January, 1990
by and between CARILLON INVESTMENT TRUST ("the Fund"), doing
business at 1876 Waycross Road, Cincinnati, Ohio 45240, and FIRST
WISCONSIN TRUST COMPANY ("FWTC"), a corporation with its
principal place of business at 615 East Michigan Street, Third
Floor, Milwaukee, Wisconsin 53202, pursuant to which FWTC shall
provide the Fund with certain services upon the terms and
conditions herein set forth:
1. DESCRIPTION OF SERVICES
FWTC shall perform for the Fund, during the term of this
agreement, the services mutually agreed to in writing from time
to time for the general terms and conditions set forth herein.
2. FEES AND PAYMENTS
The Fund agrees to pay FWTC on a monthly basis, the charges
heretofore agreed upon in Schedule A within thirty (30) days
after the end of each month.
3. TERM
This Agreement shall remain in full force and effect for a period
of 3 years after the close of business on the date hereof unless
terminated in accordance with Section 17 hereof.
4. OWNERSHIP OF PROGRAMS
It is understood and agreed that the data processing systems,
programs and software together with the specifications and
documentation thereof, if provided by FWTC shall be and remain
under the sole control of FWTC, and the Fund shall acquire no
interest therein, unless specifically otherwise provided herein.
5. SYSTEMS MAINTENANCE AND ENHANCEMENT
For the purpose of this Agreement, a "systems enhancement" is
defined as any systems change that requires any programming logic
change to the system, and "systems maintenance" is any
programming change that does not require a logic change to the
system. FWTC agrees that system maintenance is a responsibility
of FWTC and will be carried out at no additional charge to the
Fund. Any systems enhancement requested by the Fund in writing
may be charged to the Fund by FWTC on a time and materials basis
for the level of effort required by FWTC to comply with the
request. These charges will be notified to the Fund in writing
prior to the implementation of the changes. FWTC and the Fund
agree that any system changes, maintenance or enhancements,
either requested by the Fund or developed at FWTC's initiative,
will be installed as soon as reasonably practicable taking into
consideration the needs of the Fund.
6. RESPONSIBILITY FOR OTHER ITEMS
Output and Reports generated by FWTC will be provided to the
Fund as mutually agreed upon in writing from time to time.
Reports and output will be sent to the Fund by facsimile,
data transmission, other couriers, or U.S. Mail, as
requested by the Fund. The Fund will pay for all reasonable
postage, telex, and telephone charges or other charges
associated with these data communications. These charges
will be billed to the Fund under an itemized advice basis.
The Fund will also pay for any special forms exclusive of
those required for the output and reports generated by FWTC
as described above.
7. AUDIT AND EXAMINATIONS
The officers, directors/trustees, auditors and
representatives of the Fund and/or any other non-
governmental or governmental agency exercising a regulatory
function for the Fund's operation may inspect the Fund's
records at FWTC or any lessor, licensor or owner of
equipment or software used by FWTC hereinafter referred to
as its "designee" at any time. Representatives of the Fund's
internal audit staff may be on the premises of FWTC or its
designee's facilities at any time during the operation of
the Fund's work in process at FWTC. The Fund shall provide
FWTC in writing with a list of authorized internal audit
personnel, and the name of the auditor which the Fund wishes
to be admitted by FWTC or its designees to its facilities
for the Fund's business purpose. FWTC shall comply with all
reasonable requests from the chairman of the
directors'/trustees' audit and examining committee or a duly
appointed Director/Trustee acting in a similar capacity and
reasonable requests from supervisory agencies to provide
data and information requested. Any such requests for
information contained in the Fund's files and in FWTC's or
its designee's possession will be honored and the
information made available to the requesting supervisory
agency or external auditors upon presentation of proper
identification. The fees described in Schedule A contemplate
an annual audit and moderate level of additional audit and
examination activity. FWTC will notify the Fund in writing
in advance if a proposed audit or examination activity is
outside of the scope of the activity contemplated in the
agreed fees. The Fund and FWTC will negotiate a mutually
agreeable fee arrangement.
8. OWNERSHIP OF RECORDS
All records prepared or maintained by FWTC on behalf of the
Fund remain the property of the Fund, and will be
surrendered promptly to the Fund upon written request by an
authorized officer of the Fund.
9. PRESERVATION OF RECORDS
All records prepared or maintained by FWTC on behalf of the
Fund will be preserved by FWTC for a period of two (2)
years.
10. CONFIDENTIALITY
FWTC shall handle in confidence all information relating to
the Fund's business or affairs and the business of any of
the Fund's customers which is received by FWTC during the
course of rendering any service hereunder.
11. DATA TO BE SUPPLIED BY THE FUND
The Fund or its agent, which may be FWTC, shall furnish to
FWTC the data necessary to perform the services described
herein at such times and in such form as mutually agreed to.
12. THE FUND'S RESPONSIBILITIES
The Fund will notify FWTC of any balancing or control error
caused by FWTC within three (3) business days after receipt
of any reports rendered by FWTC to the Fund, or within three
(3) business days after discovery of any error or omission
not covered in the balancing and control procedure, or within
three (3) business days of receiving notice from any
shareholder.
13. COMMUNICATIONS TO FWTC BY FUND
Communications to FWTC by the Fund shall be transmitted
orally or by written communications in accordance with
Schedule B, however all oral instructions shall be sent to
FWTC in written form within three days after the oral
communication is received.
14. INDEMNIFICATION OF FWTC
The Fund shall indemnify and hold FWTC harmless from any
loss, cost, damage and expense, including reasonable expenses
for counsel, incurred by it resulting from any of the
following causes:
(a) Any claim, demand, action or suit in connection with the
performance of FWTC's duties under this Agreement, or as a
result of acting upon any instruction reasonably believed by
it to be an Instruction authorized in Schedule B; provided
that this indemnification shall not apply to actions or
omissions of FWTC in cases of its own negligence, bad faith
or willful misconduct or reckless disregard of its duties or
that of its employees, designees or agents or to any claim,
demand, action or arising out of its failure to comply with
the terms of this Agreement.
(b) In order that the indemnification under this Section 14
be available in any case which the Fund may be asked to
indemnify or save FWTC harmless, FWTC shall fully and
promptly advise the Fund of all pertinent facts and FWTC
shall use all reasonable care to notify the Fund promptly
concerning any situation presenting or appearing likely to
present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend
FWTC against any claim that may be the subject of this
indemnification, and if the Fund so elects it will notify
FWTC, and thereupon the Fund shall take over complete defense
of the claim and FWTC shall incur no further legal or other
expenses for which it shall seek indemnification under this
Section. FWTC shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked to
indemnify FWTC except with the Fund's prior written consent.
15. INDEMNIFICATION OF THE FUND
(a) FWTC shall indemnify and hold the Fund harmless from all
loss, costs, damage and expense, including reasonable
expenses for accountants and counsel, incurred by the Fund as
a result of any claim, demand, action or suit arising out of
FWTC's failure or that of its agents or employees, to comply
with the terms of this Agreement or which arise of FWTC's
negligence, bad faith or willful misconduct, provided that
this indemnification shall not apply to actions or omissions
of the Fund in case of its own negligence, bad faith or
willful misconduct or that of its employees or agents, or to
any claim, demand, action or suit arising out of its failure
to comply with the terms of this Agreement.
(b) In order that indemnification under this Section 15 be
available in any case in which FWTC may be asked to indemnify
or save the Fund harmless, the Fund shall fully and promptly
advise FWTC of all pertinent facts concerning the situation
and the Fund shall use all reasonable care to notify FWTC
concerning any situation presenting or appearing likely to
present the probability of such a claim for indemnification
against FWTC. FWTC shall have the option to defend the Fund
against any claim that may be the subject of this
indemnification, and if FWTC so elects it will so notify the
Fund, and thereupon FWTC shall take over complete defense of
the claim, and the Fund shall in such situation
incur no further legal or other expenses for which it shall
seek indemnification under this Section. The Fund shall in no
case confess any claim or make any compromise in any case in
which FWTC will be asked to indemnify the Fund except with
FWTC's prior written consent.
(c) However, notwithstanding anything contained herein, FWTC
retains the right to reprocess and correct administrative
errors at its own expense.
16. FURTHER ACTIONS
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
17. AMENDMENT AND TERMINATION
(a) Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally. Only an
instrument in writing making specific reference to this
Agreement and signed by the party against which enforcement
of the change, waiver, discharge or termination is sought
shall be effective to amend or modify this Agreement.
(b) This Agreement may be terminated by either party on 60
days prior written notice, unless there occurs a breach of
any provision of this Agreement in which case the aggrieved
party may terminate by five (5) days written notice. Upon the
termination hereof, the Fund shall pay FWTC such compensation
as may be due to FWTC as of the date of such termination, and
shall likewise reimburse FWTC for any costs, expenses and
disbursements reasonably incurred by FWTC in connection with
the service hereunder, including costs, expenses and
disbursements incurred by FWTC in connection with the
termination of its services hereunder and transfer of
records. FWTC shall cooperate in the transfer of its duties
and responsibilities, including provision of assistance from
FWTC personnel in the establishment of books, records and
other data by any successor, and to assist the transfer to
another electronic data processing system.
(c) In connection with the operation of this Agreement, FWTC
and the Fund may agree from time to time on provisions
interpretive of or in addition to the provisions of this
Agreement. Any such interpretive or additional provision
shall be in writing signed by both parties and shall be
annexed hereto.
(d) In the event of termination of this Agreement, all files,
records, data and similar items shall remain the property of
the Fund and shall be delivered to the Fund in readable form,
together with a complete set of all the normal computer
printed reports for the last day of operation. FWTC agrees to
permit the Fund and its representatives to take immediate
possession of all the Fund's property held by FWTC within
twenty-four (24) hours after the termination date of this
Agreement. Upon termination for any reason except if a breach
by either party has occurred, the Fund shall have the option
to continue to utilize FWTC's services for all or any part of
an additional one hundred eighty (180) day period, using all
or part of FWTC's services at prevailing rates and on a per
diem basis. This provision is intended to assist the Fund in
transferring its work to another facility. If such
termination is due to a fee increase by FWTC that is
unacceptable to the Fund, FWTC's fee may be increased by a
surcharge not to exceed 6% during the above-referenced 180-day period.
18. ASSIGNMENT
Neither this Agreement, nor any rights or obligations under
this Agreement shall be assigned or otherwise transferred by
either party without the prior written consent of the other
party.
19. PUBLICITY
Neither party shall use the name of the other in publicity
releases or advertising or similar activities except to the
extent required by law or regulation without securing the
prior written approval of the other. Authority is hereby
granted to naming of FWTC in any required registration
statement or other document the Fund is required by law to
file with any governing authority.
20. CHANGES IN EQUIPMENT, SYSTEMS, SERVICES, ETC.
FWTC reserves the right to make changes from time to time, as
it deems advisable, in its services, systems, programs,
rules, operating schedules and equipment so long as such
changes do not adversely affect the Fund's service hereunder
and after having received the consent of the Fund which
consent will not be unreasonably withheld.
21. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Neither FWTC nor the Fund will utilize the computer services
provided hereunder for classified information of any
government or for any purpose or in any manner contrary to
the laws, rules and regulations of any federal or state
government or agency thereof having jurisdiction over FWTC or
the Fund.
22. FORCE MAJEURE
FWTC shall not be liable for loss of date occurring by reason
of circumstances beyond its control, including but not
limited to acts of civil or military authority, national
emergencies, fire, flood or catastrophe, acts of God,
insurrection, war, riots, or failure of transportation,
communication or power supply. In the event of electro-
mechanical breakdown beyond its control, FWTC shall take all
practicable steps to minimize service interruptions for any
period that such interruption continues for reasons beyond
FWTC's control. FWTC will make every reasonable effort to
restore any lost or damaged data and the correcting of any
errors resulting from such a breakdown which will be at the
expense of FWTC. Notwithstanding the foregoing FWTC agrees
that it shall at all times have reasonable contingency plans
with appropriate parties making reasonable provision for
emergency use of electronic data processing equipment to the
extent appropriate equipment is available. FWTC shall
further use reasonable care to minimize the likelihood of
damage, loss of data (including data stored in magnetic
files), delays or errors resulting from circumstances beyond
its control. Should such damage, loss of date, delays or
error occur, FWTC shall take all practicable steps to
mitigate the effects of such occurrence, such steps to
include replacement of any lost data and/or correction of any
errors. The costs and expenses of minimizing service
interruptions and of mitigating the effects of such
occurrences shall be borne by FWTC. Representatives of the
Fund shall be entitled to inspect FWTC's premises and
operating capabilities at any time during the regular
business hours of FWTC upon reasonable notice to FWTC.
23. NO JOINT VENTURE OR PARTNERSHIP
Nothing herein contained in this Agreement shall be construed
to imply that a joint venture or partnership is created by
and between the parties hereto.
24. NO-AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or
empower FWTC or the Fund to act as agent for any other party
to this Agreement, or to conduct business in the name of, or
for the account of, any other party to this Agreement.
25. NOTICES
Any notice required to be delivered under this Agreement
shall be delivered in person or by mail to:
(a) FWTC: First Wisconsin Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
(Delivery Address:
615 East Michigan Street
Third Floor
Milwaukee, Wisconsin 53202)
Attn: James D. Hintz
(b) Fund: Carillon Investment Trust
P. O. Box 5304
Cincinnati, Ohio 45201
(Delivery Address:
1876 Waycross Road
Cincinnati, Ohio 45240)
Attn: Elizabeth G. Monsell
Or to such address as either party may give written notice of
to the other party.
26. BINDING EFFECT
This Agreement shall be binding upon the parties hereto,
their respective successors and assignees.
27. SCOPE OF AGREEMENT
This Agreement is intended by the parties to be a complete
and inclusive statement of the entire Agreement relating to
the subject matter hereof between FWTC and the Fund. As such,
it supersedes all proposals, statements or representations,
whether such were written or oral, and all other
communications between the parties relating to the subject
matter hereof. Except as otherwise provided herein, no
modification of this Agreement shall be effective until
reduced to writing and executed by both parties.
28. LIMITATION OF LIABILITY OF TRUSTEES
The Declaration of Trust dated December 8, 1986 establishing
Carillon Investment Trust, a copy of which is on file in the
office of the Secretary of State of the Commonwealth of
Massachusetts, provides that Carillon Investment Trust refers
to Trustees under the Declaration as Trustees, but not
personally, and the obligations of the Fund do not constitute
personal obligations of the Trustees, officers or
shareholders. You should look solely to the assets of the
Fund for satisfaction of any liability of the Fund in respect
thereof and may not seek recourse against such Trustees,
officers, shareholders or any of them or any of their
personal assets for such satisfaction.
29. SEVERABILITY
If any part, term or provision of this Agreement shall be held
illegal, unenforceable, or in conflict with any law of a federal,
state or local government having jurisdiction over this
Agreement, the validity of the remaining portions or provisions
shall not be affected thereby.
30. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of
Wisconsin.
Signed by:
CARILLON INVESTMENT TRUST FIRST WISCONSIN TRUST COMPANY
/s/ John F. Labmeier /s/ James D. Hintz
Signature Signature
Title: Vice President and Title: Vice President
Asst. Sect.
ATTEST: /s/ Andrea Lydolph
Assist. Secretary
<PAGE>
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
FUND VALUATION AND ACCOUNTING
ANNUAL FEE SCHEDULE
CARILLON INVESTMENT TRUST
- - Annual fee per fund based on market value of assets:
$20,000 for first $40,000,000
1/100 of 1% (l Basis Points) on the next $100,000,000
5/1000 of 1% (One-half Basis Point) on the next $200,000,000
- - Out-of-Pocket Expenses
- - Fees are billed monthly
CARILLON CASH RESERVES
- - Annual fee per fund based on market value of assets:
$20,000 for first $40,000,000
5/1000 of 170 (One-half Basis Point) on the next $200,000,000
- - Out-of-Pocket Expenses
- - Fees are billed monthly
ON-LINE DIAL UP ACCESS
- - $300.00 per month plus connect time
<PAGE>
Schedule B
CARILLON CAPITAL FUND
INDIVIDUALS AUTHORIZED TO TRANSACT ACTIVITY
<TABLE>
<CAPTION>
Fund's Authorized
Type of Communication Oral/Written Representative
- --------------------- ------------ ---------------------------
<S> <C> <C>
Daily Expense Accruals Written Betsey Monsell, Controller
John Labmeier, Vice President
Michael A. Conway, President
Portfolio trade Oral, Arvind Sachdeva
information confirmed Deborah Kimery
in writing Helga Schwab
or George Clucas
written David Rosenthal
Expense check Oral, Betsey Monsell, Controller
requisition followed by John F. Labmeier, Vice President
written Michael Conway, President
confirmation
or written
</TABLE>
E. Monsell
12/18/89
CARILLON INVESTMENT TRUST
AMENDMENT
TO AGREEMENTS
WITH
FIRST WISCONSIN TRUST COMPANY
(NOW KNOWN AS FIRSTAR TRUST COMPANY)
RECITALS:
1. Carillon Investment Trust previously entered into the
following agreements ("Agreements") with First Wisconsin Trust
Company: Custodian Agreement, dated January 2, 1990; Portfolio
Accounting Agreement, dated January 2, 1990; and Transfer Agency
Agreement, dated January 2, 1990.
2. The Agreements are still in full force and effect. However,
on or about September 14, 1992, First Wisconsin Trust Company
changed its corporate name to Firstar Trust Company.
3. The staff of the Midwest Regional Office of the United
States Securities and Exchange Commission has requested that the
aforementioned Agreements be revised to reflect that First
Wisconsin Trust Company changed its corporate name to Firstar
Trust Company.
NOW, THEREFORE, the aforementioned Agreements are hereby
amended as follows.
1. All references in the Agreements to First Wisconsin Trust
Company are changed to Firstar Trust Company.
2. In all other respects, the Agreements shall remain unchanged.
IN WITNESS WHEREOF, Carillon Investment Trust and Firstar
Trust Company have executed this agreement as of March 8, 1996.
Carillon Investment Trust Firstar Trust Company
By: /s/ John F. Labmeier By: /s/ Michael R. McVoy
John F. Labmeier Michael R. McVoy
Name Name
VP & Secretary Vice President
Title Title
<PAGE>
<PAGE>
TRANSFER AGENCY AGREEMENT
This TRANSFER AGENCY AGREEMENT made as of this 2nd day of
January, 1990 by and between CARILLON INVESTMENT TRUST (the
"Fund"), having its principal place of business at 1876 Waycross
Road, Cincinnati, Ohio, 45240, and FIRST WISCONSIN TRUST COMPANY
(the "Agent"), having its principal place of business at 615 East
Michigan Street, Third Floor, Milwaukee, Wisconsin 53202.
WITNESSETH:
That the Agent is hereby appointed Transfer Agent for the
shares of Capital Stock, (the "Shares"), of the Fund and Dividend
Disbursing Agent for the Fund and Plan Agent for shareholders of
the Fund on the following terms and conditions:
1. Documents. In connection with the appointment of the Agent
as Transfer Agent, the Fund has furnished the Agent the following
documents:
(a) the Declaration of Trust of the Fund as amended to the date
hereof;
(b) the By-Laws of the Fund as in effect on the date hereof;
(c) a copy of the resolution of the Trustees of the Fund
authorizing this Agreement;
(d) the forms of all account application forms and other
documents relating to shareowner accounts;
(e) copies of all documents relating to plans of the Fund,
including periodic investment, distribution, withdrawal and
redemption plans, for which the Agent is to act as Plan Agent;
and
(f) an opinion of counsel for the Fund with respect to the
validity of the Shares of the Fund authorized and to be issued
and that a Registration Statement under the Securities Act of
1933 has been filed with respect to Fund Shares.
2. Further Documentation. The Fund will also furnish promptly
to the Agent the following documents:
(a) each resolution of the Trustees authorizing an original
issue of Shares or the declaration of any dividend;
(b) each Registration Statement filed with the Securities and
Exchange Commission, and amendments thereof and orders relating
thereto, with respect to the Shares;
(c) each amendment to the Declaration of Trust and the By-Laws of the Fund;
(d) each resolution of the Trustees authorizing persons to
give instructions to the Agent; and
(e) such other certificates, documents or opinions as the
Agent may, in the reasonable exercise of its discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. Shareholder Services. The Agent shall administer the
systematic withdrawal plan, the periodic income distributions
plan, automatic investment plans and exchanges of shares and
such other shareholder services as may be mutually agreed from
time to time by the Fund and the Agent in accordance with the
Fund's then current prospectus and Section 10 hereof.
4. The Agent to Record Transactions. The Agent shall record
each and the aggregate of all issues of Shares of the Fund. The
Agent is authorized to transfer on the Fund's records from time
to time Shares for which no certificates are issued upon
receipt by it of sufficient documentation in proper form to
effect such transfer; such transfers shall in each case be made
as contemplated by the other provisions of this Agreement.
5. Receipt of Funds. Upon receipt at the office designated
by the Agent of any check or other order drawn or endorsed to
it as Transfer Agent for the Fund or as Plan Agent for any
shareholder of the Fund or the case of a new account
accompanied by a new account application or sufficient
information to establish an account, the Agent (a) shall
forthwith credit the amount represented by such check or order
to the Fund's Deposit Account with the Agent, (b) shall record
the receipt of same and stamp the application or other
documentation accompanying such check or other order with the
date and time of receipt, and (c) shall forthwith process the
check or order for collection. As of the opening of business on
the second business day following receipt of such check or
other order, the Agent shall forward to the Custodian funds in
the face amount of the check or other instrument received. Any
funds received through the Federal Reserve Wire System shall be
credited to the Fund and forwarded to the Custodian on the
following business day, except for wire purchases in excess of
$2.5 million which will be moved the same day.
6. Shareholder Accounts. Upon receipt of any check or other
order for the payment of money for investment in Shares, the
Agent shall, after establishing an account for any new investor
including the information required by Section 14 of this
Agreement, credit the Share account of the shareholder or new
investor, as the case may be, as described in the Fund's then
current prospectus. The Agent shall mall to such person a
confirmation of such purchase in accordance with Rule 10b-10
under the Securities Exchange Act of 1934 and with applicable
regulations of the National Association of Securities Dealers
indicating the amount of full and fractional shares purchased
(In the case of fractional shares, rounded to three decimal
places) and the price per share. A copy of the confirmation
shall also be sent to the distributor, Carillon investments,
inc.
7. Distributions. it is anticipated that the Fund will
declare dividends on the Shares on a quarterly basis. The Fund
will promptly notify the Agent of the payment of any dividend
or distribution with respect to the Shares. The Agent will, on
the first business day following the record date, notify the
Fund of the number of shares issued and outstanding as of the
record date for such dividend or distribution. The Agent will
promptly credit the account of each shareholder entitled to
receive additional shares. Each such shareholder shall be
notified of such dividend and distribution and a copy of such
notice should also be sent to the distributor.
Should the investor wish to have the dividend and/or capital
gain distribution paid in cash, the Agent will issue a check
for such distribution and mall it to the last address of
record, or to another secondary address as duly authorized by
the investor, on or before the payable date of such
distribution.
8. Redemptions. (a) Subject to the provisions of Sections 10
and 11 of this Agreement, the Agent shall process each order
for the redemption of Shares accepted by the Agent on behalf of
the Fund on behalf of an investor (including any such orders
pursuant to the terms of any automatic redemption plan
instituted by the Fund duly executed by investors) and shall
mail to the investor a confirmation in accordance with Rule
10b-10 under the Securities Exchange Act of 1934 and with
applicable regulations of the National Association of
Securities Dealers, showing trade date, number of full and
fractional Shares redeemed (In the case of a fractional Share,
rounded to three decimal places), the price per Share and the
total redemption proceeds. The Agent shall either (i) prepare,
affix the appropriate facsimile signature to and address and
mall a check in the appropriate amount to the appropriate
person, or (ii) in the event redemption proceeds are to be
wired through the Federal Reserve Wire System cause such
proceeds to be wired in federal funds, less any wire fees as
mutually agreed upon by the parties hereto in writing from time
to time, to the bank or trust company account designated by the
investor for receiving such proceeds. The requirements as to
instruments of transfer and other documentation, the applicable
redemption price and the time of payment shall be as provided
in the then current prospectus, subject to such supplemental
requirements consistent with such prospectus as may be
established by mutual agreement between the Fund and the Agent.
if the Agent or the Fund determines that a request for
redemption does not comply with the requirements for
redemption, the Agent shall promptly so notify the investor,
giving the reasons therefore, and shall effect such redemption
at the price in effect at the time of receipt of documents
complying with such requirements. The Agent shall
notify the Custodian and the Fund on each business day of the
total number of Shares redeemed pursuant to redemption requests
and of the amount of cash required to meet payments made
pursuant to the provisions of this paragraph and the Fund shall
instruct the Custodian to make available from time to time
sufficient funds therefore in the liquidation account of the
Fund.
(b) Procedures and standards for effecting and accepting
redemption orders from investors by telephone or otherwise
shall be established by mutual agreement between the Agent and
the Fund consistent with the then current prospectus.
(c) The authority of the Agent to perform its
responsibilities under this Section 8 shall be suspended upon
receipt of notification by it of the suspension of the
determination of the Fund's net asset value.
(d) With respect to any redemption initiated by the Fund,
upon receipt of instructions from the Fund, the Agent shall, at
the Fund's expense, notify the affected investor by letter than
his account will be redeemed for cash as of a date of least 30
days thereafter unless such investor submits to the Agent prior
to such redemption date an additional purchase order, with
payment, for additional Shares to increase his account at least
above the minimum account size required by the Fund. if the
investor does not so increase the size of his account within
the required period, the Agent shall redeem the shares held in
his account and, within seven calendar days thereafter, pay the
applicable redemption price to the investor. With respect to
investors who request redemption of their Shares in response to
a letter notifying them of a redemption initiated by the Fund,
such redemption requests shall be processed by the Agent
pursuant to Section 8(a).
9. Provision for Returned Checks; uncollected Funds. in
order to minimize the risk of loss by reason of any check being
returned unpaid, the Agent shall adhere to the following
procedures:
(a) Give notification to the Fund promptly and in any event
within 5 business days of the non-payment of any check returned
unpaid.
(b) in the absence of other instructions from the Fund, take
such steps as may be necessary to cancel promptly any Shares
purchased on the basis of such returned check plus any
dividends declared with respect to such Shares and to forward
such returned check to the person who originally submitted the
check. in the event that the amount paid for such Shares
exceeds the proceeds of the cancellation of such Shares plus
the amount of any dividends declared with respect to such
Shares, the Fund will cause the principal Underwriter for the
Fund to reimburse the Agent for such excess amount.
(c) Requests for redemption by check or by mall of Shares
purchased by mall or Shares purchased by check within the
previous 13 calendar days shall be processed in accordance with
procedures mutually agreed upon by the Fund and the Agent
consistent with the Fund's then current prospectus.
(d) To the extent that Section 8 of this Agreement may be
inconsistent with this Section 9, this Section 9 shall govern.
(e) None of the above procedures shall preclude the Agent
from making such inquiries as to any check received by it in
payment for Shares as the Agent may deem appropriate or
necessary to protect the Fund and the Agent.
10. Shareholder Plans. (a) Systematic Cash Withdrawal Plan.
The Agent shall process systematic cash withdrawal orders as
provided in the current Prospectus of the Fund. A systematic
cash withdrawal payment upon such an order on the designated
day during the month shall be made by the Agent from the
Disbursement Account. The Fund will instruct the Custodian by
order confirmed in writing to make funds available to the
Disbursement Account after the Agent has notified the Fund that
on the designated day during the month (or if a holiday, the
preceding business day), the Agent has withdrawn from the
recipient shareholder's account and presented for repurchase or
redemption as many shares as may be required in such
shareholder's account to make such payment.
(b) Automatic Purchases. The Agent shall process the pre-
authorized check service and the electronic fund transfer
program through which monthly investments are automatically
made into the shareholder's account to purchase full and
fractional shares as provided in the current Prospectus of the
Fund and the investor Application.
(c) Exchange Authorization. The Agent shall process all
Exchange Authorization requests to exchange shares of the Fund
into shares of other funds and vice versa, as provided in the
current Prospectus of the Fund and the investor Application,
and further provided that the shares being acquired may legally
be sold in the state or jurisdiction in which the shareholder
resides.
(d) Tax-Sheltered Retirement Plans. The Agent undertakes to
develop and maintain custodial services and facilities to
permit the Fund's Principal Underwriters to offer tax-sheltered
retirement plans to individuals, partnerships and not-for-
profit organizations in accordance with the requirements of the
internal Revenue Service and as provided in the current
Prospectus of the Fund and the investor Application. Fees for
providing these custodial services and facilities shall be as
agreed upon by the Agent and the recipient of such services.
The Principal Underwriter shall be a party to these
negotiations and shall recommend appropriate fees and, subject
to applicable laws and regulations, shall have the authority to
replace the Agent in the event that the Agent's custodial
services are unsatisfactory to it.
(e) Other investment Services. The Agent shall administer
such other investment plans or services as may, from time to
time, be agreed upon between the Fund and the Agent.
11. Tax Matters. The Agent shall prepare, file with the
internal Revenue Service and with the appropriate state
agencies, and, if instructed by the Fund, mail to investors,
such returns for reporting dividends, distributions and returns
of capital paid as are required to be so filed and mailed, and
shall withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and
regulations.
12. Books and Records. (a) The Agent shall maintain records
showing for each shareholder's account the following:
(i) names, addresses and tax identifying numbers;
(ii) number of Shares held;
(iii) historical information regarding the account of each
investor including dividends paid and date and price for all
transactions;
(iv) information with respect to the source of all dividends
and distributions allocated among income, realized short-term
gains and realized long-term gains;
(v) any stop payment or stop transfer order placed against
the account;
(vi) information with respect to any applicable withholdings;
(vii) any instructions from a shareholder including the
investor Application and all other forms furnished by the Fund
and executed by a shareholder with respect to (x) dividends or
distribution elections; (y) elections with respect to payment
options in connection with the redemption of Shares, and (z)
any other plans instituted by the Fund, for which the Agent is
acting as plan agent;
(viii) any dividend address and correspondence relating to
the current maintenance of the account;
(x) information sufficient to prepare the reports to be
given pursuant to this Agreement.
(b) The Agent shall create, maintain and retain all records
relating to its activities and obligations under this Agreement
in such manner as will meet the obligations of the Fund under
Section 31 of the investment Company Act of 1940 and Rules
31a-1 and 31a-2 thereunder, as the same may be amended from
time to time. All such records shall be the property of the
Fund and shall at all times during the regular business hours
of the Agent be open for inspection by duly authorized officers,
employees or agents of the Fund (and such other persons as the
Fund may designate from time to time) and employees and agents
of the Securities and Exchange Commission. The agent shall
forthwith upon the Fund's demand, turn over to the Fund the
files, records, and documents, which shall include the
shareholder master tape, created and maintained by the Agent
pursuant to this Agreement, and the Agent shall be entitled to
retain copies thereof. if not turned over to the Fund, such
records and documents will be retained by the Agent for six
fiscal years from the year of creation, during the first two of
which such documents will be in readily accessible form. At the
end of the six year period, such records and documents will
either be turned over to the Fund, or destroyed in accordance
with the Fund's authorization. The Agent shall be obligated to
maintain only those records necessary to carry out its duties
hereunder.
(c) Notwithstanding the foregoing, the Agent need not
create, maintain or retain any records that are duplicative of
records being created, maintained and retained by the Custodian
for the Fund pursuant to its agreement with the Fund.
(d) The Agent shall at all times during normal business
hours make available for inspection by the Fund, authorized
representatives of any accounting firm selected by the Fund,
authorized agents of the Securities and Exchange Commission,
and such authorized representatives of the Fund as shall be
mutually agreed upon, which agreement shall not be unreasonably
withheld, all records, memoranda, operating procedures, forms,
correspondence and other material received or produced by the
Agent in the performance of any of its obligations hereunder
other than computer programming material. Such persons
specified above may make copies of any such records and other
materials, other than the Agent's operating procedures.
13. Information to Be Furnished to the Fund. The Agent shall
furnish to the Fund periodically as agreed upon or as specified
below the following information:
(a) a copy of the dally transaction register indicating all
redemptions, exchanges, repurchases and sales of Shares for
each day;
(b) dividend and reinvestment blotters;
(c) a reconciliation of cash and Shares resulting from the
previous day's activity;
(d) Blue Sky accounting information; and
(e) Applicable dividend reinvestment report.
In addition, the Agent will furnish to the Fund such other
information, including shareholder lists and statistical
information, as may be agreed upon from time to time by the
Agent and the Fund. The Agent shall notify the Fund of any
request or demand to inspect the stock books of the Fund and
will act upon any instructions of the Fund to permit or refuse
such inspection.
14. Other information to the Fund. The Agent shall furnish
to the Fund any information shown by records in its possession
or otherwise known to it that the Fund requires to answer
inquiries received by it from shareholders concerning
processing of transactions upon their accounts or the status of
their accounts from the Securities and Exchange Commission or
state regulatory authorities in response to shareholder
inquiries to that Commission or to such authorities.
15. Correspondence. The Agent shall promptly answer
correspondence from shareholders relating to their Share
accounts, transfer agent procedure, and such other
correspondence as may from time to time be mutually agreed
upon. Unless otherwise instructed, copies of all correspondence
shall be retained by the Agent in accordance with the Fund's
retention policy.
16. Communications to Shareholders. The Agent shall address
and mall communications by the Fund to its shareholders,
including statements of accounts and dividend and distribution
notices, and if requested by the Fund, coordinate the mailing
of reports to shareholders and proxy material for Meetings of
Shareholders. The Agent shall receive and tabulate the proxy
cards for Meetings of Shareholders in accordance with its usual
practice.
17. Cooperation with Accountants. The Agent shall provide
the Fund at such times as the Fund may reasonably require, with
audit reports by independent public accountants on the
accounting system and internal accounting control and
procedures relating to the services provided under this
Agreement; such reports, which shall be based on examinations
of sufficient scope and in sufficient detail, as may reasonably
be required by the Fund, to provide reasonable assurance that
any material inadequacies would be disclosed by such
examination, and, if there are not such inadequacies, shall so
state.
18. Unclaimed Dividend and Redemption Payments. The Agent
shall, upon the request of the Fund, after the end of each
fiscal year, furnish in writing to the Fund the names and
addresses, as shown in the shareholder accounts maintained by
the Agent pursuant to Section 12 hereof, of all investors for
which, as of the end of the calendar year, checks or three
account statements have been returned. The Agent shall follow
the reasonable written instructions of the Fund concerning the
disposition of unclaimed dividends or distributions.
19. Fees and Charges. The Fund out of its assets agrees to
pay the Agent in accordance with the schedule of charges
described in Schedule A attached hereto, or in accordance with
any amended schedule. Out-of-pocket expenses will be reimbursed
by the Fund for the cost of telephone communications, modems
and related hardware and software, installed, any and all
forms, including blank checks, proxies, computer paper supplies
for labels, lists, daily reports, SELECT Jobs and/or other
special requests used by it in communicating with shareholders
of the Fund, or prepared for use in connection with its
actions hereunder, as well as the cost of postage, telephone,
telegraph, and bank wires used in communicating with
shareholders of the Fund. All forms for which the Agent has
received reimbursement from the Fund shall be and remain
the property of the Fund until used.
20. Compliance with Governmental Rules and Regulations. The
Fund assumes full responsibility for insuring that each
prospectus of the Fund compiles with all applicable
requirements of the Securities Act of 1933, as amended, the
investment Company Act of 1940, as amended, and any laws rules
and regulations of governmental authorities having Jurisdiction
over the Fund.
21. References to the Agent. Neither party to this Agreement
shall circulate any printed matter concerning any reference to
the other party without the prior approval of such other party.
Each party shall submit printed matter requiring approval to
the other party in draft form, allowing sufficient time for
review by the other party and its counsel prior to any deadline
for printing.
22. Confidentiality. The Agent agrees to treat all records
and other information relative to the Fund and its shareholders
as confidential, except it may disclose such information after
prior notification to and approval in writing by the Fund,
which approval shall not be unreasonably withheld. Nothing in
this Section 22 shall prevent the Agent from divulging
information to bank or Securities regulatory authorities or
under circumstances where the Agent may be exposed to civil or
criminal contempt proceedings for failure to comply.
23. Force Majeure. The Agent shall not be liable for loss of
data occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military
authority, national emergencies, fire, flood or catastrophe,
acts of God, insurrection, war, riots, or failure of
transportation, communication or power supply. in the event of
electromechanical breakdown beyond its control, the Agent shall
take all practicable steps to minimize service interruptions
for any period that such interruption continues for reasons
beyond the Agent's control, but shall have no liability with
respect thereto. Notwithstanding the foregoing, the Agent
agrees that it shall at all times have reasonable contingency
plans with appropriate parties making reasonable provision for
emergency use of electronic data processing equipment to the
extent appropriate equipment is available. The Agent shall
further use reasonable care to minimize the likelihood of
damage, loss of data (including data stored in magnetic files),
delays or errors resulting from circumstances beyond its
control. Should such damage, loss of data, delays or error
occur, the Agent shall take all practicable steps to mitigate
the effects of such occurrence, such steps to include
replacement of any lost data, correction of any errors, and the
prompt mailing to the Fund shareholders of such statements,
confirmations or explanations of such occurrence as are
reasonably deemed necessary by the Fund. The costs and expenses
of minimizing service interruptions and of mitigating the
effects of such occurrences shall be borne in a manner to be
agreed upon by the parties. Representatives of the Fund shall
be entitled to inspect the Agent's premises and operating
capabilities at any time during the regular business hours of
the Agent upon reasonable notice to the Agent.
24. Insurance. The Agent shall provide the customary and
normal fidelity insurance coverage available to transfer agents
for investment companies. The Fund in turn agrees to reimburse
the Agent for the reasonable costs for insurance coverage the
Agent incurs at the Fund's request in excess of the customary
and normal costs of insurance the Agent would otherwise carry
as a transfer agent for investment companies. The Agent shall
at least annually furnish to the Fund a letter setting forth
the insurance coverage thereon, any changes in such coverage,
and shall notify the Fund promptly of any claim relating to the
Fund and shall deliver the same to the Fund.
25. Standard of Care. The Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable
limits to insure the accuracy of all services performed under
this Agreement, PROVIDED that the Agent assumes no
responsibility and shall not be liable for loss or damage due
to (a) any transfer of shares not being authorized by the
holder thereof, or any other unauthorized transaction, if (i)
such transfer or transaction was carried out in accordance with
the terms of this Agreement or other instructions of the Fund
and (ii) such transfer or other transaction was directed by
means other than an order signed by all holders of such Shares
with signatures guaranteed by a bank or trust company which is
a member of the Federal Reserve System or a broker or dealer
which is a member of the National Association of Securities
Dealers, or (b) any other error unless said error is caused by
its negligence, bad faith or willful misconduct or that of its
employees.
26. Indemnification of the Agent. The Fund shall indemnify
and hold the Agent harmless from any and all loss, cost, damage
and expense, including reasonable expenses for counsel,
incurred by it resulting from any of the following causes:
(a) Any claim, demand, action or suit in connection with the
performance of the Agent's duties hereunder, or as a result of
acting upon any instruction reasonably believed by it to have
been properly executed by a person duly authorized by the Fund,
or upon any information, data, records of documents provided by
the Agent or its agents by computer tape, telex, CRT data entry
or other similar means authorized by the Fund, PROVIDED that
this indemnification shall not apply to actions or omissions of
the Agent in cases of its own negligence, bad faith or willful
misconduct or that of its employees or agents or to any claim,
demand, action or suit arising out of its failure to comply
with the terms of this Agreement.
(b) Any transfer of Shares having not been authorized by the
holder thereof, or any other unauthorized transaction, if (i)
such transfer or transaction was carried out in accordance with
the terms of this Agreement or other instructions of the Fund,
and (ii) such transfer or other transaction was directed by a
means other than by an order signed by all holders of such
Shares with signatures guaranteed by a bank or trust company
which is a member of the Federal Reserve System or a broker or
dealer which is a member of the National Association of
Securities Dealers.
In order that the indemnification under this Section 26 shall
be available in any case which the Fund may be asked to
indemnify or save the Agent harmless, the Agent shall fully and
promptly advise the Fund of all pertinent facts and the Agent
shall use all reasonable care to notify the Fund promptly
concerning any situation presenting or appearing likely to
present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend the
Agent against any claim that may be the subject of this
indemnification, and if the Fund so elects it will notify the
Agent, and thereupon the Fund shall take over complete defense
of the claim, and the Agent shall incur no further legal or
other expenses for which it shall seek indemnification under
this Section. The Agent shall in no case confess any claim or
make any compromise in any case in which the Fund will be asked
to indemnify the Agent except with the Fund's prior written
consent.
27. Indemnification of the Fund. The Agent shall indemnify
and hold the Fund harmless from all loss, cost, damage and
expense, including reasonable expenses for counsel, incurred by
the Fund as a result of any claim, demand, action or suit
arising out of the Agent's failure to comply with the terms of
this Agreement or which arise out of the Agent's negligence,
bad faith or willful misconduct, PROVIDED that this
indemnification shall not apply to actions or omissions of the
Fund in case of its own negligence, bad faith or willful
misconduct or that of its employees or agents, or to any claim,
demand, action or suit arising out of its failure to comply
with the terms of this Agreement. in order that indemnification
under this Section 27 shall be available in any case in which
the Agent may be asked to indemnify or save the Fund harmless
the Fund shall fully and promptly advise the Agent of all
pertinent facts concerning the situation and the Fund shall use
all reasonable care to notify the Agent concerning any
situation presenting or appearing likely to present the
probability of such a claim for indemnification against the
Agent. The Agent shall have the option to defend the Fund
against any claim that may be the subject of this
indemnification, and if the Agent so elects it will so notify
the Fund, and thereupon the Agent shall take over complete
defense of the claim, and the Fund shall in such situation
incur no further legal or other expenses for which it shall
seek indemnification under this Section. The Fund shall in no
case confess any claim or make any compromise in any case in
which the Agent will be asked to indemnify the Fund except with
the Agent's prior written consent.
28. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
29. Amendment and Termination. (a) Neither this Agreement
nor any provision hereof may be changed, waived, discharged or
terminated orally. Only an instrument in writing making
specific reference to this Agreement and signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought shall be effective to amend or modify
this Agreement.
(b) This Agreement may be terminated on 90 days' written
notice by either party. Upon the termination hereof, the Fund
shall pay the Agent such compensation as may be due to the
Agent as of the date of such termination, and shall likewise
reimburse the Agent for any costs, expenses and disbursements
reasonably incurred by the Agent in connection with the service
hereunder, including costs, expenses and disbursements incurred
by the Agent in connection with the termination of its services
hereunder. in the event that in connection with termination, a
successor, which may include the Fund or any affiliated person
of the Fund, to any of the Agent's duties or responsibilities
hereunder is designated by the Fund by written notice to the
Agent, the Agent shall, promptly upon such termination and at
the expense of the Fund, transfer to such successor the
shareholders' master tape, a certified list of outstanding
shares of the Fund (with each shareholder share balance, name,
and address and tax identification or Social Security number),
a record of the account of each shareholder and the status
thereof, and all other relevant books, records and other data
established or maintained by the Agent under this Agreement.
Further, the Agent shall cooperate in the transfer of such
duties and responsibilities, including provision for assistance
from the Agent's cognizant personnel in the establishment of
books, records and other data by such successor, assistance in
the transfer to another electronic data processing system, and
the making available of the Agent's User Manual that includes
the format for the shareholders' master tape as well as each
tape of input transaction format.
(c) in connection with the operation of this Agreement, the
Agent and the Fund may agree from time to time on provisions
interpretive of or in addition to the provisions of this
Agreement. Any such interpretive or additional provision shall
be in a writing signed by both parties and shall be annexed
hereto.
30. No Modification of Rights as to Prior Transactions.
Except as provided in Sections 25, 26 and 27 with respect to
loss, cost, damage and expense resulting from the circumstances
referred to in Section 26(b), and except as provided in Section
19 (relating to fees and expenses), this Agreement shall not be
construed as limiting or otherwise modifying the rights of
either party hereto against the other with respect to any loss,
cost, damage or expenses incurred.
31. Notices. All notices or other communications hereunder
shall be in writing and shall be deemed sufficient if mailed to
either party hereto at the addresses set forth in this
Agreement, or at such other addresses as the parties hereto may
designate by notice to each other.
32. Governing Law; Miscellaneous. This Agreement shall be
construed and enforced in accordance with and governed by the
laws of the State of Wisconsin. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one
and the same instrument. This Agreement shall be binding on and
shall inure to the benefit of the Fund and the Agent and their
respective successors. Neither party to this Agreement shall
assign its obligations under this Agreement without the express
written consent of the other party.
33. Limitation of Liability of Trustees. The Declaration of
Trust dated December 8, 1986 establishing Carillon investment
Trust, a copy of which is on file in the office of the
Secretary of State of the Commonwealth of Massachusetts,
provides that Carillon investment Trust refers to Trustees
under the Declaration as Trustees, but not personally, and the
obligations of the Fund do not constitute personal obligations
of the Trustees, officers or shareholders. You should look
solely to the assets of the Fund for satisfaction of any
liability of the Fund in respect thereof and may not seek
recourse against such Trustees, officers, shareholders or any
of them or any of their personal assets for such satisfaction.
IN WITNESS WHEREOF the parties have cause this Agreement to
be signed by their respective officers hereunto duly
authorized.
CARILLON INVESTMENT TRUST
By: /a/ John F. Labmeier
Title: Vice President & Asst Sect
FIRST WISCONSIN TRUST COMPANY
By: /s/ James D. Hintz
Title: Vice President
Attest: /s/ Andrea Lydolph
Assist. Secretary
<PAGE>
<PAGE>
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
CARILLON INVESTMENT TRUST
Features
- Quarterly Dividends
- Telephone Exchange
- Telephone Redemption
- Wire Order Purchases and Liquidation
Annual Fee Schedule
$11.00 per Shareholder Account on the first 20,000 accounts
$10.50 per Shareholder Account on the next 40,000 accounts
$10.00 per Shareholder Account on the next 40,000 accounts
$ 9.50 per Shareholder Account on the balance
Minimum annual fee of $7,000 per fund.
- $7.50 Per Federal Wire Transfer
- $2.00 per Shareholder Account for daily accrual and/or
monthly dividend fund
- $1.00 per wire order settlement
Fees Billed Monthly
Plus Out-of-Pocket Expenses including, but not limited to:
- - Telephone
- - Postage
- - Programming
- - Retention of Records
- - Stationery/Envelope
- - Mailing
- - Insurance
- - Proxies
- - Microfilm/Fiche of Records
- - Special Reports
- - All Other Out-of-Pocket Expenses
Opinion of Counsel
As in-house legal counsel for Carillon Investment Trust, it is my
opinion that the Trust shares are qualified for offer and sale
under the Securities Act of 1933. The Trust shares were legally
issued, fully paid and nonassessable.
In addition, it is my opinion that the Trust is a validly
existing business trust formed pursuant to the laws of the
Commonwealth of Massachusetts for the purpose of operating as an
open-end, management investment company and is qualified for
registration as such under the Investment Company Act of 1940 to
continuously offer its shares to the public.
May 10, 1999
/s/ John F. Labmeier
John F. Labmeier
Vice President and Legal Counsel
Carillon Investment Trust
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 14 to
the Registration Statement under the Securities Act of 1933,
filed under Registration Statement No. 33-16665 of our report
dated December 7, 1998, relating to Carillon Capital Fund of
Carillon Investment Trust incorporated by reference in the
Statement of Additional Information, which is part of such
Registration Statement, and to the references to us under the
captions "Financial Highlights" and "Additional Information" in
such Registration Statement.
/s/ Deloitte & Touche LLP
Dayton, Ohio
May 10, 1999
CONTRIBUTION AGREEMENT
THIS AGREEMENT, made this 30th day of December, 1987, by and
between the CARILLON INVESTMENT TRUST ("Trust"), a business trust
organized under the laws of the Commonwealth of Massachusetts and
THE UNION CENTRAL LIFE INSURANCE COMPANY ("Investor"), a
Corporation organized under the laws of the State of Ohio.
WITNESSETH:
WHEREAS, the Trust has registered under the Investment
Company Act of 1940 ("Act") as an open-end diversified management
investment company with multiple investment series; and WHEREAS,
the Trust desires to secure its initial capitalization from
Investor as required by Section 14(a) of the Act; and
WHEREAS, Investor desires to invest in shares of the Trust
and desires to facilitate the organization and initial
capitalization of the Trust;
NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and conditions contained herein, the parties
hereto agree as follows:
1. Investor hereby agrees to purchase from the Trust, and the
Trust hereby agrees to sell to Investor, one million shares of
beneficial interest of each of the three investment series of the
Trust at net asset value (to be established by such purchase at
$10.00 per share), in the total amount of $30,000,000.
2. The Investor hereby agrees that it is purchasing these shares
for investment purposes with no present intention of reselling or
redeeming said shares. Investor agrees that in no case may it
sell or redeem its shares if a result thereof the total capital
of any investment series of the Trust would be less than
$100,000, so long as the Trust shall continue to offer its shares
to the public.
3. The shares so purchased by Investor shall share pro rata in
the investment performance of the Trust and shall be subject to
the same valuation procedures as are other shares of the Trust.
4. Investor agrees that its interest in the Trust as a result of
the purchase referred to in paragraph 1 hereof shall be neither
senior nor subordinate to the interests of any other beneficial
shareholders and that, in the event of liquidation of the Trust,
however, occurring, Investor shall have no preferential rights of
any kind over such other beneficial shareholders, but shall share
ratably with them.
5. This Agreement may be amended from time to time by the mutual
agreement and consent of the parties hereto, provided that such
amendment shall not adversely affect the restrictions against
resale during the existence of an offering.
6. All questions with respect to the construction of this
Agreement and the rights and liabilities of the parties shall be
determined in accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be duly executed, and attested on this 30th day of
December, 1987.
CARILLON INVESTMENT TRUST
By: /s/ Charles C. Hinckley
Charles C. Hinckley, President
Attest: /s/ John F. Labmeier
THE UNION CENTRAL LIFE INSURANCE COMPANY
By: /s/ Charles C. Hinckley
Charles C. Hinckley, President
Attest: /s/ John F. Labmeier
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000820432
<NAME> CARILLON INVESTMENT TRUST
<SERIES>
<NUMBER> 1
<NAME> CARILLON CAPITAL FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> OCT-31-1998
<INVESTMENTS-AT-COST> 22,029,772
<INVESTMENTS-AT-VALUE> 21,374,642
<RECEIVABLES> 1,212,899
<ASSETS-OTHER> 17,313
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 22,604,854
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 51,624
<TOTAL-LIABILITIES> 51,624
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 21,591,776
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 115,884
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,500,700
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (655,130)
<NET-ASSETS> 22,553,230
<DIVIDEND-INCOME> 415,322
<INTEREST-INCOME> 1,387,182
<OTHER-INCOME> 0
<EXPENSES-NET> 390,864
<NET-INVESTMENT-INCOME> 1,411,640
<REALIZED-GAINS-CURRENT> 1,486,735
<APPREC-INCREASE-CURRENT> (4,011,749)
<NET-CHANGE-FROM-OPS> (1,113,374)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,587,079
<DISTRIBUTIONS-OF-GAINS> 3,605,844
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,283
<NUMBER-OF-SHARES-REDEEMED> 1,866,390
<SHARES-REINVESTED> 429,389
<NET-CHANGE-IN-ASSETS> (24,563,917)
<ACCUMULATED-NII-PRIOR> 221,155
<ACCUMULATED-GAINS-PRIOR> 3,689,977
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 263,254
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 390,864
<AVERAGE-NET-ASSETS> 35,100,567
<PER-SHARE-NAV-BEGIN> 13.42
<PER-SHARE-NII> 0.57
<PER-SHARE-GAIN-APPREC> (1.51)
<PER-SHARE-DIVIDEND> 0.59
<PER-SHARE-DISTRIBUTIONS> 1.03
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.86
<EXPENSE-RATIO> 0.011
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
