<PAGE> 1
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SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
SUMMIT INVESTMENT TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE> 2
Summit Investment Trust
3435 Stelzer Road
Columbus, OH 43219-3035
1-800-272-3442
Dear Shareholder:
We are pleased to enclose the proxy statement for the Special Meeting of
Shareholders (the "Meeting") of Summit High Yield Fund (the "Fund"), the sole
portfolio of Summit Investment Trust (the "Trust"), to be held on Wednesday,
September 18, 1996.
On March 13, 1996, the Trust's Board of Trustees (the "Board" or the
"Trustees") approved, subject to a vote of the shareholders of the Fund, a
Sub-Advisory Agreement between First Summit Capital Management, the Fund's
investment adviser (the "Adviser"), and Carillon Advisers, Inc. (the
"Sub-Adviser"). While the Adviser has been responsible for providing investment
management services to the Fund since June 27, 1994, the date when the Fund
commenced operations, the Adviser believes that the Sub-Adviser could provide
valuable high yield bond investment expertise, investment research and advisory
services, and investment advisory personnel experienced in a wide range of
investment management techniques. The Adviser believes that the Sub-Adviser
would augment the Adviser's ability to manage effectively the assets of the
Fund. IF THE SUB-ADVISORY AGREEMENT IS APPROVED, THE ADVISER WILL PAY THE SUB-
ADVISER'S FEE FROM THE ADVISER'S OWN FEES, AND THEREFORE, SHAREHOLDER APPROVAL
OF THE SUB-ADVISORY AGREEMENT WILL NOT RESULT IN ANY NEW OR INCREASED COSTS OR
EXPENSES FOR THE FUND OR ITS SHAREHOLDERS.
Because the Fund has not previously held a meeting of its shareholders, the
Trustees, at their March 13, 1996 Board meeting, also recommended that certain
other matters be presented to the Fund's shareholders for their consideration.
These are:
- the election of the Board of Trustees;
- the approval of the continuation of the Investment Advisory Agreement
between the Adviser and the Trust, on behalf of the Fund; and
- the ratification of the selection of Coopers & Lybrand L.L.P. as the
Fund's independent accountants for the Fund's fiscal year ending May 31,
1997.
Shareholders of the Fund's two classes of shares -- the Summit High Yield Shares
and the Summit High Yield Institutional Service Shares -- will vote in the
aggregate on each of the proposed items, without differentiation between the
classes.
Please read the enclosed proxy statement carefully. It discusses these
proposals in greater detail and the reasons why the Trustees recommend a vote
FOR each of the proposals. Please take a moment now to sign and return the proxy
card in the enclosed postage-paid envelope. Your prompt attention to this matter
benefits all shareholders and reduces the likelihood of the Trust incurring
additional solicitation and meeting expenses.
Sincerely,
/s/ Craig C. Rudesill
CRAIG C. RUDESILL
Secretary
<PAGE> 3
SUMMIT INVESTMENT TRUST
SUMMIT HIGH YIELD FUND
SUMMIT HIGH YIELD SHARES
SUMMIT HIGH YIELD INSTITUTIONAL SERVICE SHARES
3435 STELZER ROAD
COLUMBUS, OHIO 43219-3035
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 1996
To the shareholders of the Summit High Yield Fund, the sole portfolio of
Summit Investment Trust:
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of the Summit High Yield Fund (the "Fund"), a series of Summit
Investment Trust (the "Trust"), will be held at the Ivy Hills Country Club, 7711
Ivy Hills Boulevard, Cincinnati, Ohio, on Wednesday, September 18, 1996 at 11:00
a.m., Eastern time. At the Meeting, you and other shareholders of the Fund will
be asked to consider and vote:
1. To elect the Board of Trustees.
2. To approve or disapprove the continuation of the Investment
Advisory Agreement between First Summit Capital Management and the
Trust, retaining First Summit Capital Management to provide
investment services for the Fund.
3. To approve or disapprove the Investment Sub-Advisory Agreement
between First Summit Capital Management and Carillon Advisers,
Inc., retaining Carillon Advisers, Inc. to provide certain
investment services to the Fund.
4. To ratify the selection of Coopers & Lybrand L.L.P., Certified
Public Accountants, as the Fund's independent accountants for the
Fund's fiscal year ending May 31, 1997.
Pursuant to the Trust's Agreement and Declaration of Trust, the Board of
Trustees has fixed the close of business on June 25, 1996 as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting. Only shareholders of record at that time will be entitled to vote at
the Meeting or at any adjournment thereof. Shareholders of the Fund's two
classes of shares -- the Summit High Yield Shares class and the Summit High
Yield Institutional Service Shares class -- will vote together and in the
aggregate on each of the proposed items, without differentiation between the
classes.
By Order of the Board of Trustees
/s/ Craig C. Rudesill
CRAIG C. RUDESILL
Secretary
Columbus, Ohio
Dated: August 20, 1996
PLEASE RETURN YOUR PROXY CARD PROMPTLY
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU DO
NOT EXPECT TO ATTEND THE MEETING, PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON
THE ENCLOSED PROXY CARD, DATE AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS
ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION OR ADDITIONAL MEETINGS, WE ASK YOUR COOPERATION IN MAILING YOUR
PROXY PROMPTLY.
<PAGE> 4
SUMMIT INVESTMENT TRUST
SUMMIT HIGH YIELD FUND
SUMMIT HIGH YIELD SHARES CLASS
SUMMIT HIGH YIELD INSTITUTIONAL SERVICE SHARES CLASS
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 1996
SOLICITATION, REVOCATION AND VOTING OF PROXIES
The enclosed proxy is solicited by and on behalf of the management of
Summit Investment Trust (the "Trust") for the benefit of the Trust's sole
portfolio, the Summit High Yield Fund (the "Fund"). The solicitation is being
made in connection with a Special Meeting of Shareholders (the "Meeting") of the
Fund to be held at the Ivy Hills Country Club, 7711 Ivy Hills Boulevard,
Cincinnati, Ohio on Wednesday, September 18, 1996 at 11:00 a.m., Eastern time,
and at any and all adjournments thereof. You may revoke your previously granted
proxy at any time before it is exercised by delivering a written notice to the
Trust expressly revoking your proxy, by signing and forwarding to the Trust a
later-dated proxy, or by attending the Meeting and casting your votes in person.
The cost of soliciting these proxies will be borne by the Fund. In addition to
solicitations by mail, some of the officers and employees of BISYS Fund
Services, Limited Partnership, the Trust's administrator ("BISYS" or the
"Administrator") and its affiliates, without extra remuneration, may conduct
additional solicitations by telephone, telegraph and personal interviews. It is
expected that this proxy statement will first be mailed to shareholders on or
about August 20, 1996.
The shareholders of the Fund are being asked to vote on the items listed on
the Notice of Special Meeting of Shareholders accompanying this proxy statement.
Shareholders of the Fund's two classes of shares -- the Summit High Yield Shares
class and the Summit High Yield Institutional Service Shares class -- will vote
in the aggregate, without differentiation between the classes, on each of the
proposed items. The proxyholders will vote all proxies received. It is the
present intention of the proxyholders that, absent contrary instructions, the
enclosed proxy will be voted: FOR the election as Trustees of the nominees named
hereafter, but the proxyholders reserve full discretion to cast votes for other
persons in the event such nominees are unable to serve; FOR the approval of the
continuation of the Investment Advisory Agreement between First Summit Capital
Management, the investment adviser (the "Adviser") to the Fund and the Trust;
FOR the approval of the Investment Sub-Advisory Agreement between the Adviser
and Carillon Advisers, Inc. ("Carillon" or the "Sub-Adviser"); and FOR the
ratification of the selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as independent accountants for the Fund for the fiscal year ending
May 31, 1997. Under relevant state law and the Trust's corporate documents,
abstentions and broker non-votes will be included for purposes of determining a
quorum and whether matters to be voted upon at the Meeting have been approved.
VOTING OF SECURITIES
Only shareholders of record on the Fund's books at the close of business on
June 25, 1996 are entitled to vote at the Meeting or any adjournment thereof. On
that date, the Fund had outstanding 2,751,262.586 shares of beneficial interest,
which consisted of 2,586,899.824 shares of the Summit High Yield Shares class
and 164,362.762 shares of the Summit High Yield Institutional Service Shares
class. (The Summit High Yield Shares class and the Summit High Yield
Institutional Service Shares class are referred to collectively as the "Classes"
in this proxy statement.) The shares of beneficial interest of the Fund are
issued without par value. Shareholders are entitled to one vote for each Fund
share held and a fractional vote for each fractional Fund share held.
PROPOSAL 1: TO ELECT THE BOARD OF TRUSTEES
It is proposed that shareholders of the Fund consider the election of the
individuals listed below (the "Nominees") as members of the Trust's Board of
Trustees. Under Massachusetts law and the Trust's
<PAGE> 5
Agreement and Declaration of Trust (the "Declaration of Trust") and By-Laws, the
business and affairs of the Trust and the Fund are managed under the direction
of the Board of Trustees (the "Board" or the "Trustees"). The Nominees listed
below have been nominated for election as Trustees of the Trust, each to serve
as a Trustee during the lifetime of the Trust and until its termination, except
in the event that such Trustee sooner dies, resigns, retires or is removed, or
becomes incapacitated or otherwise unable to perform the duties of a Trustee.
The Declaration of Trust provides that the Trustees are not required to own
shares of the Fund. Each of the Nominees has served as a Trustee of the Trust
since May 24, 1994. All of the Nominees have consented to continue to serve as a
Trustee if elected by shareholders. However, if any Nominee is not available for
election at the time of the Meeting, the proxyholders may vote for any other
person in their discretion or may refrain from electing or voting to elect
anyone to fill the position. Those Trustees identified with an (*) below are
considered "interested persons" of the Trust or the Adviser, as such term is
defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act"):
<TABLE>
<CAPTION>
SHARES OF THE SUMMIT
PRINCIPAL OCCUPATION(S) AND HIGH
BUSINESS YIELD SHARES CLASS
EXPERIENCE DURING THE PAST 5 BENEFICIALLY
NAME, ADDRESS AND (AGE) YEARS HELD AS OF JUNE 25, 1996
- ------------------------------ ------------------------------- ------------------------
<S> <C> <C>
Theodore H. Emmerich (70) Consultant; Director of --
1201 Edgecliff Place Carillon Fund, Inc. and Trustee
Cincinnati, OH 45206 of Carillon Investment Trust
(investment companies);
formerly partner, Ernst &
Whinney (Certified Public
Accountants).
Frederick Moss (67) Chairman of the Board of 23,957.850
37 Riverside Drive Trustees,
New York, NY 10023 Cincinnati Stock Exchange;
Director, Margo Nursery Farms
Puerto Rico (tropical plants).
Dr. Bruce H. Olson (60) Professor of Finance, 645.704
120 Upham Hall Miami University
Miami University (Oxford, OH).
Oxford, OH 45056
*James F. Smith (52) Director, President and Chief 4,768.366
30 Montgomery Street Financial Officer of Freeman
Jersey City, NJ 07302 Securities Company, Inc.
(broker-dealer).
*Steven R. Sutermeister (42) Vice President of The Union 119.348
1876 Waycross Road Central Life Insurance Company
Cincinnati, OH 54240 (August, 1991 through present)
and Vice President of the
Sub-Adviser.
</TABLE>
In addition to each acting as a Trustee, Mr. Sutermeister serves as the
Chairman of the Board of Trustees, and Mr. Smith is the President of the Trust.
The other executive officers of the Trust are listed in Exhibit A to this proxy
statement, along with their principal occupations and business experience during
the past five years. All officers serve at the pleasure of the Board.
The Trust does not pay any remuneration to the Trustees who are officers or
employees of the Adviser, the Sub-Adviser or the Administrator, or of the
affiliates of any of the three entities. The Trustees who are not so affiliated
receive an annual retainer of $6,000, and a fee of $500 for each meeting of the
Trustees which they attend in person or by telephone. The Trustees are
reimbursed for travel and other out-of-pocket expenses. For the fiscal year
ended May 31, 1996, the Trustees received the following compensation from the
Trust:
2
<PAGE> 6
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
FROM TRUST
NAME & AGGREGATE AND FUND
POSITION COMPENSATION FROM COMPLEX TO
WITH THE TRUST THE TRUST TRUSTEE*
- --------------------- ----------------- ------------
<S> <C> <C>
Theodore H. Emmerich $ 8,000 $8,000
Trustee
Frederick Moss 8,000 8,000
Trustee
Dr. Bruce H. Olson 8,000 8,000
Trustee
James F. Smith 0 0
Trustee and President
Steven R. 0 0
Sutermeister
Trustee and Chairman
</TABLE>
- ---------------
*The "Fund Complex" presently consists of one investment company, the Trust, and
its sole portfolio, the Fund.
During the last fiscal year, there were four meetings of the Board of
Trustees. All of the Trustees attended all of the meetings of the Board of
Trustees.
There is one committee of the Board -- the Audit Committee -- which makes
recommendations regarding the selection of independent accountants, reviews with
the independent accountants the reports that they issue and the Fund's financial
statements, confers with the independent accountants regarding the results of
the audit and the adequacy of the accounting procedures and controls, and
considers related matters. Messrs. Emmerich and Moss and Dr. Olson serve on the
Board's Audit Committee. During the fiscal year ended May 31, 1996, there were
two meetings of the Audit Committee of the Board. Each of the members of the
Audit Committee attended both meetings.
The Board has no standing nominating or compensation committees, nor any
committees performing similar functions.
Pursuant to the provisions of the Joint Venture Agreement between the
Sub-Adviser and Freeman Holding Company, Inc. ("Freeman"), under which the
Adviser is organized, the Sub-Adviser and Freeman agreed that the initial number
of trustees of the Trust would be six, of which three would be designated by the
Sub-Adviser and three would be designated by Freeman. The Sub-Adviser designated
Messrs. Emmerich and Sutermeister and Dr. Olson, while Freeman designated
Messrs. Moss, Smith and a sixth trustee who resigned his position in 1994. See
"Additional Information Regarding the Adviser" in this proxy statement. Mr.
Sutermeister is an officer of the Sub-Adviser and of The Union Central Life
Insurance Company. The Union Central Life Insurance Company may be deemed to
"control" (as such term is defined in Section 2(a)(9) of the 1940 Act) the
Adviser and Sub-Adviser. Mr. Smith is an officer of Freeman Securities Company,
Inc., which is a subsidiary of Freeman, and which may be deemed to "control" (as
such term is defined in Section 2(a)(9) of the 1940 Act) the Adviser. See
"Additional Information Regarding the Adviser" and "Additional Information
Regarding the Sub-Adviser" in this proxy statement.
On June 25, 1996, the Trustees and the officers of the Trust, as a group,
beneficially owned less than 5% of the outstanding shares of the Fund's Summit
High Yield Shares class and of the Summit High Yield Institutional Service
Shares class.
In accordance with the provisions of the Declaration of Trust, thirty
percent (30%) of the shares entitled to vote at the Meeting shall constitute a
quorum. The affirmative vote of the holders of a plurality of the shares
represented at the Meeting, in person or by proxy, is required to elect each of
the Nominees. Shares of the Classes will be voted in the aggregate for the
election of the Trustees. All voting rights are non-cumulative, which means that
the holders of more than 50% of the shares voting for the election of the
Trustees can elect
3
<PAGE> 7
100% of such Trustees, if those holders choose to do so, and, in such event, the
holders of the remaining shares so voting will not be able to elect any
Trustees.
PROPOSAL 2: TO APPROVE OR DISAPPROVE THE CONTINUATION OF THE ADVISORY
AGREEMENT BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT
AND THE TRUST TO PROVIDE INVESTMENT SERVICES
FOR THE FUND
First Summit Capital Management, the investment adviser to the Fund ("First
Summit" or the "Adviser"), serves pursuant to an Investment Advisory Agreement
with the Trust dated June 27, 1994 (the "Advisory Agreement"), the continuation
of which is being presented for shareholder approval at the Meeting. The
Advisory Agreement, which was approved by The Union Central Life Insurance
Company (as the sole initial shareholder of the Fund) on May 24, 1994, has not
previously been submitted for public shareholder approval. Under the Advisory
Agreement, the Adviser, subject to the supervision of the Trustees, provides a
continuous investment program for the Fund, including investment research and
management with respect to all securities, investments and cash equivalents in
the Fund. The Adviser determines from time to time what securities and other
investments will be purchased, retained or sold, in accordance with the Fund's
investment objectives, policies and restrictions as set forth in the Fund's
prospectuses and the Combined Statement of Additional Information. First Summit
is responsible for effecting all security transactions on behalf of the Fund,
including the allocation of principal business and portfolio brokerage and the
negotiation of commissions. The Adviser also maintains books and records with
respect to the securities transactions of the Fund and furnishes to the Trustees
such periodic or other reports as the Board may request.
During the term of the Advisory Agreement, the Adviser pays all expenses
incurred by it in connection with its activities thereunder except the cost of
securities (including brokerage commissions, if any) purchased for the Fund. The
advisory services furnished by the Adviser under the Advisory Agreement are not
exclusive, and the Adviser is free to perform similar services for others.
The Advisory Agreement became effective on June 27, 1994. By its terms, the
Advisory Agreement shall, unless sooner terminated, 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 (a) by the vote of the
majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" (as such term is defined in Section 2(a)(19) of the 1940
Act) of any party to the Agreement, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees or by the vote of a
majority of the outstanding voting securities of the Fund. The Advisory
Agreement may be terminated at any time on sixty (60) days' written notice,
without the payment of any penalty, by the Trust (by the Trustees or by a vote
of a majority of the outstanding voting securities of the Fund) or by the
Adviser. The Advisory Agreement provides that it will immediately terminate in
the event of its assignment (as such term is defined in Section 2(a)(4) of the
1940 Act).
Pursuant to the provisions of the Advisory Agreement, as full compensation
for the services furnished to the Fund by First Summit and the expenses of the
Fund assumed by the Adviser, the Fund pays First Summit an advisory fee which
increases or decreases based on the total return investment performance of the
Fund for the prior twelve-month period relative to the percentage change in the
Salomon Brothers High Yield Market Index (the "Index Return"). The advisory fee
is paid at an annual rate which varies between 0.35% and 1.15% of the Fund's
average daily net assets. For the fiscal year ended May 31, 1996, the Index
Return was 9.53%, while the Fund's return for the period was 20.34% (for the
Summit High Yield Shares class) and 20.16% (for the Summit High Yield
Institutional Service Shares class). Pursuant to the schedule contained in the
Advisory Agreement, based on the Fund's performance, the Adviser would have been
entitled to an advisory fee of $238,005 (0.87%). However, due to its voluntary
waiver, the Adviser received an advisory fee of $73,368 (0.27%) for the fiscal
year. See "Additional Information Regarding the Advisory Fee" in this proxy
statement for a further description of how the advisory fee is calculated. At
the end of each month, the Adviser is entitled to receive one-twelfth of the
performance-related portion of the fee computed for the preceding twelve-month
4
<PAGE> 8
period. At the present time, the Adviser has agreed to waive a portion of its
advisory fee so as to limit the Fund's total expenses to 1.60%.
The Board initially approved the terms of the Advisory Agreement at the
organizational meeting of the Trustees held on May 24, 1994, which approval
included the affirmative vote of a majority of the Trustees who are not
"interested persons" (as such term is defined in Section 2(a)(19) of the 1940
Act) of the Trust. At its meeting on March 13, 1996, the Board continued its
approval of the terms of the Advisory Agreement, and recommended that the
Agreement be submitted to the shareholders of the Fund for their consideration
and approval of the continuation of the Advisory Agreement at the Meeting.
In determining to approve and continue the specific terms of the Advisory
Agreement in March, the Trustees placed primary emphasis upon the nature and
quality of the services that have been provided by First Summit to the Fund
since its commencement of operations in June, 1994. The Board considered a
comparison of the investment performance of the Fund since its inception, the
fees and other expenses payable by the Fund under the Advisory Agreement and
actual (and pro forma) expense ratios, with those of similar funds managed by
other investment advisers. The Board also weighed, among other factors,
information provided by the Adviser regarding the profitability of the Adviser
under the Advisory Agreement. In addition, the Trustees considered the benefits
to the Adviser resulting from its relationship with the Fund. These
considerations were made without regard to the costs incurred by the Adviser in
connection with the distribution of the Fund's shares. On the basis of these
factors, the Trustees unanimously approved and continued the Advisory Agreement.
Approval of the continuation of the Advisory Agreement with First Summit
requires the favorable vote of a majority of the outstanding shares of the Fund,
as defined in the 1940 Act, which means the vote of the lesser of (i) a majority
of the Fund's outstanding shares, or (ii) 67% of the Fund's shares represented
at the Meeting in person or by proxy if more than 50% of the outstanding shares
are represented (such a vote being referred to in this proxy statement as a
"1940 Act Vote"). Shares of the Classes will be voted in the aggregate on this
Proposal 2. If shareholders of the Fund fail to approve the continuation of the
Advisory Agreement with First Summit, the Board will determine what action
should be taken for the management of the Fund's investments. During any such
period, the Adviser will continue to act as investment adviser for the Fund,
pending required approval of the continuance of the Advisory Agreement or of a
new contract with the Adviser or another investment adviser or other definitive
action. The compensation received by the Adviser during such period will be
limited to its actual costs incurred in furnishing investment advisory and
management services to the Fund.
The form of the Advisory Agreement is attached to this proxy statement as
Exhibit B. Further information regarding the Adviser and its organization may be
found under "Additional Information Regarding the Adviser" in this proxy
statement.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE
CONTINUATION OF THE ADVISORY AGREEMENT BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT
AND THE TRUST.
PROPOSAL 3: TO APPROVE OR DISAPPROVE THE INVESTMENT
SUB-ADVISORY AGREEMENT BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT AND
CARILLON ADVISERS, INC., RETAINING CARILLON ADVISERS, INC. TO
PROVIDE CERTAIN INVESTMENT SERVICES TO THE FUND
At the Trustees' meeting held on March 13, 1996 (the "March Trustees
Meeting"), the Adviser proposed, for consideration by the Trustees, the
establishment of a sub-advisory relationship with Carillon Advisers, Inc.
("Carillon" or the "Sub-Adviser") in the form of an investment sub-advisory
agreement (the "Sub-Advisory Agreement") between the Adviser and Carillon for
the benefit of the Fund.
While the Adviser has been responsible for providing all investment
management services to the Fund since its commencement of operations on June 27,
1994, the Adviser had previously entered into an Investment Service Agreement
(the "Service Agreement") with the Trust and The Union Central Life
5
<PAGE> 9
Insurance Company ("Union Central Life"), which permits the Adviser to have
access to and to utilize Union Central Life's advisory personnel, administrative
services, supplies and equipment in the performance of its advisory services and
functions under the Advisory Agreement. In consideration for such services, the
Adviser pays Union Central Life for the costs, direct or indirect, fairly
attributable thereto, but in no event less than, $65,000 per year or such other
amount as may be agreed to by the Adviser and Union Central Life.
The Service Agreement provides that, unless sooner terminated in accordance
with its terms, the Agreement will continue in effect for two years, and may be
continued from year-to-year thereafter, provided that such continuance is
approved at least annually either by: (i) a vote of a majority of the
outstanding voting securities of the Trust; or (ii) by the Trustees, and in
either event by vote of a majority of the Trustees who are not "interested
persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of the
Trust, cast in person at a meeting called for the purpose of voting on such
continuance. The Service Agreement will automatically terminate in the event of
its assignment (as such term is defined in Section 2(a)(4) of the 1940 Act) and
may be terminated: (i) without penalty at any time on sixty (60) days' notice to
the Adviser and Union Central Life by vote of the Trustees or by vote of the
majority of the outstanding voting securities of the Trust; or (ii) by the
Adviser or Union Central Life on ninety (90) days' notice to the other party and
to the Trust. Overall, the Service Agreement complies with the pertinent legal
requirements contained in Section 15 of the 1940 Act.
In advocating the implementation of the Sub-Advisory Agreement on behalf of
the Fund at the March Trustees Meeting, the Adviser explained that the
establishment of a sub-advisory arrangement with Carillon would more accurately
reflect the types of services that are not only currently being provided by
Carillon, but could also be provided in the future. Further, Carillon could
provide additional advisory services to the Adviser and, ultimately, to the
Fund. The Adviser expressed its view to the Board that it would be more
efficient for the Fund to have Carillon and the Adviser enter into the
Sub-Advisory Agreement, and thereby terminate the Service Agreement.
FURTHERMORE, THE ADVISER EMPHASIZED TO THE TRUSTEES THAT THE ADVISER WILL PAY
THE SUB-ADVISER'S FEE FROM THE ADVISER'S OWN FEES, AND THUS, THE IMPLEMENTATION
OF THE SUB-ADVISORY AGREEMENT WILL NOT RESULT IN ANY NEW OR INCREASED COSTS OR
EXPENSES FOR THE FUND OR ITS SHAREHOLDERS. The Adviser explained that the new
sub-advisory fee will help to ensure that the Sub-Adviser receives fees for its
services that are competitive with fees paid by other mutual funds to
high-quality investment managers providing similar services. The Adviser
believes that the complexity of the investment process and the competition for
talented investment personnel has increased since the Fund's inception, and that
maintaining competitive management fees will, in the long-term, enable the
Sub-Adviser to continue to provide high-quality management services to the Fund.
Finally, the Adviser explained that, pursuant to the Sub-Advisory Agreement,
Carillon's services would continue to augment the Adviser's management of the
Fund and enhance its ability to effectively manage the assets of the Fund. That
is, Carillon could provide high yield mutual fund investment expertise, research
and advisory services, and investment advisory personnel experienced in a wide
range of investment management techniques, as it had under the Service
Agreement.
Following a complete discussion of these issues and a review of Carillon's
qualifications, the Trustees, including a majority of the Trustees who are not
"interested persons" (as such term is defined in Section 2(a)(19) of the 1940
Act), unanimously approved, subject to shareholder approval at the Meeting, the
adoption of the Sub-Advisory Agreement. In its consideration of the approval of
the Sub-Advisory Agreement, the Trustees placed primary emphasis on the facts
that: the Agreement will not result in any additional fees or expenses for the
Fund or its shareholders; the Sub-Advisory Agreement continues, in practical
effect, the personnel and research-providing arrangements that had been
inaugurated pursuant to the Service Agreement; the implementation of the
Sub-Advisory Agreement could enable Carillon to provide additional services to
the Adviser and ultimately, to the Fund; the Sub-Advisory Agreement's annual fee
is fair and reasonable, when compared to fees paid to other high-quality
investment managers providing similar services; and finally, it would be
prudent, from a legal perspective, to have the Sub-Advisory Agreement replace
the Service Agreement.
Under the Sub-Advisory Agreement, Carillon will provide, subject to the
Adviser's direction, a portion of the investment advisory services for which the
Adviser is responsible pursuant to the Advisory Agreement
6
<PAGE> 10
relating to the Fund. The Sub-Adviser will provide investment research and
advice with respect to securities and investments and cash equivalents in the
Fund. Research services provided by the Sub-Adviser may include information,
analytical reports, computer screening studies, statistical data and factual
resumes pertaining to high yield securities.
Under the Sub-Advisory Agreement, the Sub-Adviser will receive from First
Summit an annual fee in the amount of $150,000 per year. If the Sub-Adviser
renders services to the Adviser under the Sub-Advisory Agreement for a period
that is less than twelve months in length, the Sub-Adviser shall be entitled to
a pro-rata portion of such fee, or such other fee as shall be agreed to by the
Adviser and Sub-Adviser, not to exceed the equivalent of the pro-rata portion of
such fee. In the event that the amount payable as the Sub-Adviser's fee exceeds
the amount of advisory fees paid to the Adviser pursuant to the Advisory
Agreement, the difference will be shared equally by the Adviser's general
partners, Freeman and Carillon. See "Additional Information Regarding the
Adviser" in this proxy statement.
The Sub-Advisory Agreement shall become effective upon its approval by
shareholders of the Fund, which is currently anticipated to be September 18,
1996, and shall continue in effect for two years. It is renewable annually
thereafter for successive periods not to exceed one year each (i) by a vote of
the Trustees or by a vote of a majority of the outstanding voting shares of the
Fund, and (ii) by the vote of a majority of the Trustees of the Trust who are
not parties to the Sub-Advisory Agreement or "interested persons" (as such term
is defined in Section 2(a)(19) of the 1940 Act) thereof, cast in person at a
meeting called for the purpose of voting on such approval.
The Sub-Advisory Agreement may be terminated at any time, without payment
of any penalty, by the Trustees or by a vote of a majority of the outstanding
voting securities of the Fund, upon sixty (60) days' written notice to the
Adviser and Carillon, and by the Adviser or Carillon, upon ninety (90) days'
written notice to the other party and the Fund. The Sub-Advisory Agreement shall
also terminate automatically in the event of any transfer or assignment thereof,
as defined in the 1940 Act, and in the event of any act or event that terminates
the Advisory Agreement between the Adviser and the Fund.
Approval of the Sub-Advisory Agreement with Carillon requires a 1940 Act
Vote. Shares of the Classes will be voted in the aggregate on this Proposal 3.
If shareholders of the Fund fail to approve the Sub-Advisory Agreement with
Carillon, First Summit and the Board will determine what action should be taken
for the management of the Fund's investments.
The form of the Sub-Advisory Agreement is attached to this proxy statement
as Exhibit C. Further information regarding the Sub-Adviser and its organization
may be found under "Additional Information Regarding the Sub-Adviser" in this
proxy statement.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE APPROVAL OF THE
INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT AND
CARILLON ADVISERS, INC.
PROPOSAL 4: TO RATIFY OR REJECT
THE SELECTION OF INDEPENDENT ACCOUNTANTS
The 1940 Act requires that the Trust's independent accountants be selected
by a majority of the Trustees who are not "interested persons" (as that term is
defined in Section 2(a)(19) of the 1940 Act) of the Trust, and that the
employment of such independent accountants be conditioned on the right of the
Fund, by vote of a majority of its outstanding shares at any meeting called for
that purpose, to terminate such employment without penalty. Therefore, the Board
is requesting shareholder ratification of its designation of Coopers & Lybrand
L.L.P., Certified Public Accountants ("Coopers"), as independent accountants to
audit the books and accounts of the Fund for its current fiscal year, which ends
on May 31, 1997. The selection of Coopers was approved at a meeting of the Board
held on June 19, 1996, and included the favorable vote of a majority of the
Trustees who are not "interested persons" of the Fund, as such term is defined
in the 1940 Act. In addition, the Audit Committee has also recommended the
retention of Coopers. The Board and the Audit Committee
7
<PAGE> 11
believe that the continued employment of the services of Coopers for the current
fiscal year would be in the Fund's best interests.
Coopers is a major international accounting firm, and has served as the
independent accountants for the Fund since its inception. A representative of
Coopers is not expected to be present at the Meeting. Apart from its fees as
independent accountants, neither Coopers nor any of its partners has any direct,
or a material indirect, financial interest in the Fund.
Ratification of the selection of Coopers requires the favorable vote of a
majority of the votes cast on the Proposal. Shares of the Classes will be voted
in the aggregate on this Proposal. If shareholders fail to ratify the selection
of Coopers as the independent accountants for the Fund, the Board will determine
what action should be taken.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
OTHER MATTERS
The Board of the Trust does not intend to bring any matters before the
Meeting other than Proposals 1 through 4 described above, and is not aware of
any other matters to be brought before the Meeting or any adjournments thereof
by others.
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Special Meeting of Shareholders are not received by the date of
the Meeting, the proxyholders may propose one or more adjournments of the
Meeting to permit further solicitation of proxies, even though a quorum is
present. Any such adjournment will require the affirmative vote of a majority of
the votes cast on the questions, in person or by proxy, at the session of the
Meeting to be adjourned. Any adjourned session of the Meeting may be held within
a reasonable time after the date set for the Meeting, without the necessity of
further notice. The costs of any such additional solicitation and of any
adjourned session will be borne by the Fund.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. Pursuant to the
Declaration of Trust, the Trust is not required to, nor does it intend, to hold
regular annual meetings of its shareholders. Any shareholder who wishes to
submit a proposal for inclusion in the proxy statement and consideration at the
next meeting of shareholders, when and if such a meeting is called, should
submit such proposal to the Trust within a reasonable period of time prior to
any such meeting.
FINANCIAL STATEMENTS
The financial statements for the Fund for the fiscal year ended May 31,
1996, contained in the Fund's Annual Report to Shareholders (the "Annual
Report"), have previously been furnished to shareholders. THE TRUST WILL
FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S ANNUAL REPORT TO ANY SHAREHOLDER
WHO REQUESTS IT. SHAREHOLDERS SHOULD CONTACT THE TRUST AT 3435 STELZER ROAD,
COLUMBUS, OH 43219 OR CALL TOLL-FREE 1-800-272-3442, TO REQUEST AN ANNUAL
REPORT.
PRINCIPAL HOLDERS OF SECURITIES
As of June 25, 1996, The Union Central Life Insurance Company ("Union
Central Life"), an Ohio mutual insurance company having its principal offices at
1876 Waycross Road, Cincinnati, Ohio 45240, owned of record and beneficially
2,520,902.443 outstanding shares of the Summit High Yield Shares class of the
Fund (97.45% of the outstanding shares of the class).
8
<PAGE> 12
As of June 25, 1996, Leland S. Zaubler and Lynn Z. Zaubler, 207 Three Mile
Harbor, Hog Creek Road, East Hampton, New York 11937 owned of record 36,654.538
outstanding shares of the Summit High Yield Institutional Service Shares class
(22.30% of the outstanding shares of the class, and 1.3% shares of all
outstanding shares of the Fund), and Union Central Life owned 127,610.000
outstanding shares of the Summit High Yield Institutional Service Shares class
(77.64% of the outstanding shares of the class).
Under the 1940 Act, Union Central Life is deemed a controlling person of
the Fund. A controlling person possesses the ability to control the outcome of
matters submitted for shareholder vote.
PORTFOLIO TRANSACTIONS
For the fiscal year ended May 31, 1996, the Fund did not pay any brokerage
commissions.
ADDITIONAL INFORMATION REGARDING THE TRUST
The principal executive offices of the Trust are located at 3435 Stelzer
Road, Columbus, Ohio 43219-3035. BISYS Fund Services, Limited Partnership
("BISYS Fund Services"), an Ohio limited partnership of which BISYS Fund
Services, Inc. is the General Partner, serves as the Administrator. BISYS Fund
Services Ohio, Inc., an Ohio corporation, serves as the fund accountant,
transfer agent and dividend disbursing agent for the Fund. BISYS Fund Services
also acts as the Fund's distributor and principal underwriter. Each of these
entities is a wholly-owned subsidiary of The BISYS Group, Inc. The address of
each entity is 3435 Stelzer Road, Columbus, Ohio 43219-3035.
ADDITIONAL INFORMATION REGARDING THE ADVISER
First Summit is a joint venture having its principal offices at 1876
Waycross Road, Cincinnati, OH 45240. The Adviser was organized on January 4,
1994, principally for purposes of sponsoring and managing the investments of the
Trust pursuant to a Joint Venture Agreement (the "Joint Venture Agreement")
between Carillon and Freeman Holding Company, Inc. ("Freeman"), a Delaware
corporation. Under the Joint Venture Agreement, Carillon serves as the general
manager of the Adviser and is responsible for maintaining its books of account
and other financial records and for preparing its quarterly financial
statements. Carillon has full authority to act on behalf of the Adviser except
with respect to matters involving single commitments in excess of $10,000 which
must be approved by both Carillon and Freeman. Each of Carillon and Freeman is
authorized to appoint two representatives to serve, in effect, as officers of
the Adviser. As discussed earlier in this proxy statement, pursuant to the
provisions of the Joint Venture Agreement, Carillon and Freeman agreed that the
initial number of Trustees of the Trust would be six, of which three would be
designated by Carillon and three would be designated by Freeman. If a vacancy on
the Board arising for any reason, including an increase in the numbers of
Trustees, is to be filled by action of the Trustees, no recommendation of
candidates to fill such vacancy will be made by the Joint Venture, Freeman or
Carillon without the consent of both Carillon and Freeman.
Carillon and Freeman are general partners of First Summit. Carillon, which
is located at 1876 Waycross Road, Cincinnati, OH 45240, is a wholly-owned
subsidiary of Union Central Life. Union Central Life is a mutual company owned
by its policyholders, none of which owns ten percent or more of Union Central
Life. Freeman is the parent corporation of Freeman Securities Company, Inc.
("Freeman Securities"), a New Jersey corporation which is registered as a
broker-dealer under the 1934 Act and a member of the National Association of
Securities Dealers, Inc. While Freeman Securities qualifies as an "Affiliated
Broker" under the proxy rules under the Securities Exchange Act of 1934, the
Fund did not pay any brokerage commissions to Freeman Securities during the
fiscal year ended May 31, 1996. Freeman has its principal offices at 30
Montgomery Street, Jersey City, NJ 07302. Freeman is, in turn, majority-owned by
the Freeman Securities' Savings and Investment Plan and Employee Stock Ownership
Plan. The trustees of both such plans are Malcolm B. Sheldrick, Jr. and James F.
Smith. Mr. Smith is also a Trustee of the Trust.
Under the terms of the Joint Venture Agreement, Freeman initially agreed to
make an aggregate capital contribution to First Summit (or the "Joint Venture")
not exceeding $500,000, and Carillon agreed to arrange for the investment by its
parent, Union Central Life, of $25 million in shares of the Fund. Carillon and
9
<PAGE> 13
Freeman will share in the profits and losses of the Adviser in the ratio of 51%
to 49%, except that Freeman alone will bear the initial $500,000 in losses. The
Joint Venture may be terminated and dissolved: (i) at any time upon the
agreement of the parties; (ii) 90 days after receipt by one party of written
notice from the other confirming the parties' failure to agree on a matter
requiring their agreement; (iii) on the occurrence of an event of dissolution
under Ohio laws; (iv) on the imposition on either party of any sanction
resulting in the suspension or revocation of its authorization to do business by
any state or Federal securities regulatory authority or on the conviction of
either for any criminal conduct constituting a felony; (v) on the filing by or
with respect to either party of any petition under applicable Federal or state
law regarding their bankruptcy, insolvency or other relief for debtors, the
adjudication of either as bankrupt or insolvent, or the appointment for either
of a trustee or liquidator of any substantial portion of its property; or (vi)
on December 1, 2003, unless the parties extend such date for periods not
exceeding five years. In the event of termination and dissolution of the Joint
Venture, Carillon, or any affiliate thereof, would have the first right to
purchase all of the interest of Freeman in the Joint Venture. If such right were
not exercised, Freeman, or any affiliate thereof, would have the right to
purchase all of the interest of Carillon in the Joint Venture. Earlier this
year, each general partner contributed $150,000 in additional capital to the
Joint Venture. In addition, the general partners have informally agreed to
further increase their capital commitments to the Adviser prior to December 31,
1997.
The Adviser is a registered investment adviser under the Investment
Advisers Act of 1940.
ADDITIONAL INFORMATION REGARDING THE ADVISORY FEE
The Fund pays First Summit an advisory fee which increases or decreases
based on the total return investment performance for the Fund relative to the
percentage change in the Salomon Brothers High Yield Market Index (the "Index")
for the same period (the "Index Return"). The Index consists of high yield
corporate debt securities that, at May 31, 1996, included 1,013 issues with an
aggregate par value of $200.9 billion and an aggregate market value of $193.8
billion. On May 31, 1996, of the 1,013 issues comprising the Index, 941 (91.9%
of market value) were cash paying issues not in default and 72 issues (8.1% of
market value) were zero coupon, deferred interest or step-up coupons not in
default. The securities comprising the Index include all public, nonconvertible
high yield issues which are rated by at least one rating agency as below
investment grade (BB or less) or which are unrated but below investment grade
quality. Other criteria include issue size of at least $50 million, at least one
year remaining to maturity, and issues must be considered "current pay" (not in
default).
The advisory fee is structured so that it will be 0.75% of the Fund's
average daily net assets if the Fund's investment performance for the preceding
twelve months (net of all fees and expenses, including the advisory fee) equals
the Index Return. The advisory fee increases or decreases from the "fulcrum fee"
of 0.75% by 4% of the difference between the Fund's investment performance
during the preceding twelve months and the Index Return during that period, up
to the maximum fee of 1.15% of average daily net assets or down to the minimum
fee of 0.35%. The following table shows examples of the advisory fees which
would be applicable at the stated levels of the Fund's performance relative to
the Index Return for a particular twelve-month period:
<TABLE>
<CAPTION>
ADVISORY FEE
FUND PERFORMANCE (AS % OF AVERAGE
(NET OF FEES AND EXPENSES) NET ASSETS)
- ------------------------------------------------------------------------- ----------------
<S> <C>
Index Return +10 percentage points or more............................... 1.15%
Index Return +9.......................................................... 1.11
Index Return +8.......................................................... 1.07
Index Return +7.......................................................... 1.03
Index Return +6.......................................................... 0.99
Index Return +5.......................................................... 0.95
Index Return +4.......................................................... 0.91
Index Return +3.......................................................... 0.87
Index Return +2.......................................................... 0.83
</TABLE>
10
<PAGE> 14
<TABLE>
<CAPTION>
ADVISORY FEE
FUND PERFORMANCE (AS % OF AVERAGE
(NET OF FEES AND EXPENSES) NET ASSETS)
- ------------------------------------------------------------------------- ----------------
<S> <C>
Index Return +1.......................................................... 0.79
Index Return 0........................................................... 0.75
Index Return -1.......................................................... 0.71
Index Return -2.......................................................... 0.67
Index Return -3.......................................................... 0.63
Index Return -4.......................................................... 0.59
Index Return -5.......................................................... 0.55
Index Return -6.......................................................... 0.51
Index Return -7.......................................................... 0.47
Index Return -8.......................................................... 0.43
Index Return -9.......................................................... 0.39
Index Return -10 percentage points or more............................... 0.35
</TABLE>
The advisory fee paid by the Fund may exceed the advisory fees paid by most
other investment companies, even if the investment performance of the Fund is
less than the Index Return. In addition, the "fulcrum fee" of 0.75% is higher
than the fees paid by most other investment companies, although it is not
necessarily higher than the fees paid by most fund portfolios having the same
investment objectives and policies. Investors may pay higher advisory fees under
the performance arrangement even though the Fund's performance may have
declined. For example, if the market declined and the Index dropped by 27
percentage points, and the Fund's performance declined by 17 percentage points,
the Fund would pay the maximum advisory fee.
ADDITIONAL INFORMATION REGARDING THE SUB-ADVISER
Carillon Advisers, Inc., an Ohio corporation with offices at 1876 Waycross
Road, Cincinnati, Ohio 45240, is registered as an investment adviser under the
Investment Advisers Act of 1940. As mentioned earlier in this proxy statement,
Carillon is a wholly-owned subsidiary of Union Central Life. Carillon and its
affiliates currently act as an investment adviser to the Carillon Group of
Mutual Funds, which consist of the Carillon Fund, Inc. and the Carillon
Investment Trust. The name, address and principal occupation of the principal
executive officer and each director of Carillon are listed on page A-2 of
Exhibit A to this proxy statement.
Respectfully submitted,
/s/ Craig C. Rudesill
CRAIG C. RUDESILL
Secretary
Dated: August 20, 1996
Columbus, Ohio
SHAREHOLDERS WHO ARE UNABLE TO ATTEND THE MEETING IN PERSON ARE REQUESTED
TO FILL IN, DATE AND SIGN THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
PREPAID ENVELOPE.
WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE YOUR FULL TITLE AS SUCH. WHERE SHARES ARE HELD JOINTLY, BOTH
SIGNATURES ARE REQUIRED.
11
<PAGE> 15
EXHIBIT A
The executive officers of the Trust, other than those identified under
"Proposal 1: To Elect the Board of Trustees" in this proxy statement, are set
forth below. Unless otherwise noted, the officers do not own any shares of the
Classes of the Fund.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION(S) AND BUSINESS
NAME, ADDRESS AND AGE POSITION(S) HELD WITH THE TRUST EXPERIENCE DURING THE PAST 5 YEARS
- ---------------------------- -------------------------------- ------------------------------------
<S> <C> <C>
Gregory A. Sullivan Vice President Senior Vice President, Freeman
30 Montgomery Street Securities Company, Inc. (broker-
Jersey City, NJ 07302 dealer).
47 years old
Owns 6,915.865 shares of
the Summit High Yield
Shares class.
Scott A. Englehart Treasurer Director of Client Services and
3435 Stelzer Road employee, BISYS Fund Services,
Columbus, Ohio 43219 Limited Partnership.
33 years old
Craig C. Rudesill Secretary Associate Manager of Client Services
3435 Stelzer Road and employee, BISYS Fund Services,
Columbus, Ohio 43219 Limited Partnership (since
27 years old September, 1994); formerly, employee
of Merrill Lynch & Co. (January 1993
through August 1994).
George Landreth Assistant Treasurer Employee, BISYS Fund Services,
3435 Stelzer Road Limited Partnership (1992 through
Columbus, Ohio 43219 present); formerly, employee of PNC
54 years old Financial Corp. (July, 1991 through
December, 1992).
George Martinez Assistant Secretary Senior Vice President and Director
3435 Stelzer Road of Legal and Compliance Services of
Columbus, Ohio 43219 BISYS Fund Services, Limited
37 years old Partnership (since April, 1995);
formerly, Vice President and
Associate General Counsel, Alliance
Capital Management, Limited
Partnership.
Alaina Metz Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Limited Partnership (since June,
Columbus, Ohio 43219 1995); prior thereto, Supervisor,
29 years old Alliance Capital Management,
Limited Partnership.
Steve Mintos Assistant Secretary Executive Vice President, BISYS Fund
3435 Stelzer Road Services, Limited Partnership.
Columbus, Ohio 43219
42 years old
Robert Tuch Assistant Secretary Employee, BISYS Fund Services,
3435 Stelzer Road Limited Partnership.
Columbus, Ohio 43219
45 years old
</TABLE>
A-1
<PAGE> 16
The name and principal occupation of the principal executive officer and of
each director of Carillon are set forth below. The address of all the persons
listed below is 1876 Waycross Road, Cincinnati, Ohio 45240.
<TABLE>
<CAPTION>
POSITION WITH
NAME CARILLON ADVISERS, INC. PRINCIPAL OCCUPATION(S)
- ----------------- ------------------------ -------------------------------------------------
<S> <C> <C>
Harry Rossi Director Director Emeritus, The Union Central Life
Insurance Company; Director, Carillon Group of
Mutual Funds.
Larry R. Pike Director Chairman, President and Chief Executive Officer,
The Union Central Life Insurance Company.
George L. Clucas Director, President and Senior Vice President, The Union Central Life
Chief Executive Officer Insurance Company; Director, President and Chief
Executive Officer, Carillon Group of Mutual
Funds.
</TABLE>
A-2
<PAGE> 17
EXHIBIT B
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 27th day of June, 1994, between Summit Investment Trust
("Trust"), a Massachusetts business trust having its principal place of business
at 1900 East Dublin-Granville Road, Columbus, Ohio 43229, and First Summit
Capital Management, a joint venture (the "Investment Adviser"), having its
principal place of business at 1876 Waycross Road, Cincinnati, Ohio 45240.
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
investment advisory and related services to Summit High Yield Fund, an
investment portfolio of the Trust, and may retain the Investment Adviser to
serve in such capacity with respect to certain additional investment portfolios
of the Trust, all as now or hereafter may be identified in Schedule A hereto as
such Schedule may be amended from time to time (individually referred to herein
as a "Fund" and collectively referred to herein as the "Funds") and the
Investment Adviser represents that it is willing and possesses legal authority
to so furnish such services without violation of applicable laws and
regulations;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Trust hereby appoints the Investment Adviser to act as
investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Investment Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
Additional investment portfolios may from time to time be added to that covered
by this Agreement by the parties executing a new Schedule A, which shall become
effective upon its execution or as otherwise specified and shall supersede any
Schedule A having an earlier date.
2. DELIVERY OF DOCUMENTS. The Trust has furnished the Investment Adviser
with copies properly certified or authenticated of each of the following:
(a) the Trust's Declaration of Trust, dated March 8, 1994 filed with
the Secretary of State of Massachusetts on March 8, 1994, and any and all
amendments thereto or restatement thereof (such Declaration, as presently
in effect and as it shall from time to time be amended or restated, is
herein called the "Declaration of Trust");
(b) the Trust's By-Laws and any amendments thereto;
(c) resolutions of the Trustees of the Trust (the "Trustees")
authorizing the appointment of the Investment Adviser and approving this
Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the
"Commission") on March 8, 1994, and all amendments thereto;
(e) the Trust's registration statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act as
filed with the Commission and all amendments thereto; and
(f) the most recent Prospectus and Statement of Additional Information
of each of the Funds (such Prospectus and Statement of Additional
Information, as presently in effect, and all amendments and supplements
thereto, are herein collectively called the "Prospectus").
The Trust will furnish the Investment Adviser from time to time with copies
of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject to the supervision of the Trustees, the Investment
Adviser will provide a continuous investment program for the Funds, including
investment research and management with respect to all securities and
investments and cash equivalents in the Funds. The Investment Adviser will
determine from time to time what securities and other investments will be
purchased, retained or sold by the Trust with respect to the Funds. The
Investment Adviser will provide the services under this Agreement in accordance
B-1
<PAGE> 18
with each of the Fund's investment objectives, policies and restrictions as
stated in the Prospectus and resolutions of the Trustees. The Investment Adviser
further agrees that it:
(a) will use the skill and care in providing such services as is
appropriate for fiduciary accounts;
(b) will conform with all applicable Rules and Regulations of the
Commission under the 1940 Act and in addition will conduct its activities
under this Agreement in accordance with any applicable regulations of any
governmental authority pertaining to the investment advisory activities of
the Investment Adviser;
(c) will place or cause to be placed for the Funds all necessary
orders with brokers, dealers or issuers and will negotiate brokerage
commissions if applicable. The Investment Adviser is directed at all times
to execute brokerage transactions for the Funds in accordance with such
policies or practices as may be established by the Trustees and described
in the Trust's registration statement as amended. The Investment Adviser
may pay a broker-dealer which provides research and brokerage services a
higher commission for a particular transaction than otherwise might have
been charged by another broker-dealer, if the Investment Adviser determines
that the higher commission is reasonable in relation to the value of the
brokerage and research services that such broker-dealer provides, viewed in
terms of either the particular transaction or the Investment Adviser's
overall responsibilities with respect to accounts managed by the Investment
Adviser. The Investment Adviser may use for the benefit of the Investment
Adviser's other clients, or make available to companies affiliated with the
Investment Adviser or to its directors for the benefit of its clients, any
such brokerage and research services that the Investment Adviser obtains
from brokers or dealers;
(d) will maintain all books and records with respect to the securities
transactions of the Funds and will furnish the Trustees with such periodic
and special reports as the Trustees may request;
(e) will treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and the Funds
and prior, present, or potential shareholders, and will not use such
records and information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification to
and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Investment Adviser
may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust;
(f) will conduct its fiduciary functions independently. In making
investment recommendations for the Funds, the Investment Adviser's
personnel will not inquire or take into consideration whether the issuers
of securities proposed for purchase or sale for the Trust's account are
customers of the Investment Adviser or of its parent or affiliates;
(g) will promptly review all (1) current security reports, (2) summary
reports of transactions and pending maturities (including the principal,
cost and accrued interest on each portfolio security in maturity date
order) and (3) current cash position reports (including cash available from
portfolio sales and maturities and sales of a Fund's shares less cash
needed for redemptions and settlement of portfolio purchases) upon receipt
thereof from the Trust and will report any errors or discrepancies in such
reports to the Trust or its designee within three (3) business days; and
(h) will obtain and provide to the Trust's fund accountant (1) dealer
quotations, (2) prices from a pricing service, (3) matrix prices, or (4)
any other price information believed to be reliable by the Investment
Adviser with respect to any security held by a Fund, when requested to do
so by the Trust's fund accountant.
4. SERVICES NOT EXCLUSIVE. The investment management services furnished by
the Investment Adviser hereunder are not to be deemed exclusive, and the
Investment Adviser shall be free to furnish similar services to others so long
as its services under this Agreement are not impaired thereby.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Investment Adviser hereby agrees that all records which
it maintains for the Funds are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The
B-2
<PAGE> 19
Investment Adviser further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
6. EXPENSES. During the term of this Agreement, the Investment Adviser
will pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.
7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Investment Adviser
and the Investment Adviser will accept as full compensation therefor a fee as
set forth on Schedule A hereto. The obligation of each Fund to pay the above
described fee to the Investment Adviser will begin as of the date of the initial
public sale of shares of such Fund or such other date as is agreed to by the
parties. The fee attributable to each Fund shall be the obligation of that Fund
and not of any other Fund.
If in any fiscal year the aggregate expenses of any of the Funds (as
defined under the securities regulations of any state having jurisdiction over
the Trust) exceed the expense limitations of any such state, the Investment
Adviser will reimburse the Fund for a portion of such excess expenses equal to
such excess times the ratio of the fees otherwise payable by the Fund to the
Investment Adviser hereunder to the aggregate fees otherwise payable by the Fund
to the Investment Adviser hereunder and to The Winsbury Company under the
Management and Administration Agreement between The Winsbury Company and the
Trust; provided, however, that if such Management and Administration Agreement
shall not be then in effect, the Investment Adviser will reimburse the Fund for
all of such excess. The obligation of the Investment Adviser to reimburse the
Funds hereunder is limited in any fiscal year to the amount of its fee hereunder
for such fiscal year, provided, however, that notwithstanding the foregoing, the
Investment Adviser shall reimburse the Funds for such excess expenses regardless
of the amount of fees paid to it during such fiscal year to the extent that the
securities regulations of any state having jurisdiction over the Trust so
require.
8. LIMITATION OF LIABILITY. The Investment Adviser shall not be liable for
any error of judgement or mistakes of law or for any loss suffered by the Funds
in connection with the performance of this Agreement, except a loss resulting
from a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties under this
Agreement.
9. DURATION AND TERMINATION. This Agreement will become effective with
respect to the Summit High Yield Fund as of the date first written above (or, if
a particular Fund is not in existence on that date, on the date a registration
statement relating to that Fund becomes effective with the Commission), provided
that it shall have been approved by vote of a majority of the outstanding voting
securities of such Fund, in accordance with the requirements under the 1940 Act,
and, unless sooner terminated as provided herein, 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 (a) by the vote of a
majority of the Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the Trustees or by the vote
of a majority of the outstanding voting securities of each Fund.
The required shareholder approval of this Agreement or of any continuance
of this Agreement shall be effective with respect to any Fund if a majority of
the outstanding voting securities of that Fund votes to approve this Agreement
or its continuance, notwithstanding that this Agreement or its continuance may
not have been approved by a majority of the outstanding voting securities of (a)
any other Fund affected by this Agreement or (b) all of the Funds.
If the shareholders of any Fund fail to approve the continuance of this
Agreement, the Investment Adviser will continue to act as investment adviser
with respect to such Fund pending the required approval of the continuance of
the Agreement or of a new contract with the Investment Adviser or a different
investment adviser or other definitive action; provided that the compensation
received by the Investment Adviser in respect of such Fund during such period
will be no more than its actual costs incurred in furnishing investment advisory
and management services to such Fund or the amount it would have received under
this Agreement in respect of such Fund whichever is less.
B-3
<PAGE> 20
Notwithstanding the foregoing, this Agreement may be terminated as to a
particular Fund at any time on sixty days' written notice, without the payment
of any penalty, by the Trust (by the Trustees or by vote of a majority of the
outstanding voting securities of such Fund) or by the Investment Adviser. This
Agreement will immediately terminate in the event of its assignment. (As used in
this Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" shall have the same meanings as ascribed
to such terms in the 1940 Act.)
10. INVESTMENT ADVISER'S REPRESENTATIONS. The Investment Adviser hereby
represents and warrants that it is willing and possesses all requisite legal
authority to provide the services contemplated by this Agreement without
violation of applicable law and regulations.
11. AMENDMENT OF THIS AGREEMENT. This Agreement may be amended by the
parties only if such amendment is specifically approved by the vote of a
majority of the outstanding voting securities of each of the Funds affected by
the amendment and by the vote of a majority of the Trustees who are not
interested persons of any party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to any Fund if a majority of the
outstanding voting securities of that Fund vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of (a) any other Fund affected by the
amendment or (b) all of the Funds.
12. GOVERNING LAW. This Agreement shall be governed by and its provisions
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.
13. MISCELLANEOUS. The names "Summit Investment Trust" and "Trustees of
Summit Investment Trust" refer respectively to the Trust created and the
Trustees, as trustees but not individually or personally, acting from time to
time under a Declaration of Trust dated as of March 8, 1994, to which reference
is hereby made and a copy of which is on file at the office of the Secretary of
the Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
"Summit Investment Trust" entered into in the name or on behalf thereof by any
of the Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SUMMIT INVESTMENT TRUST
By: /s/R. CHRISTOPHER MENG
R. Christopher Meng, President
Date: June 27, 1994
FIRST SUMMIT CAPITAL MANAGEMENT
By: Carillon Advisers, Inc.
By: /s/STEVEN R. SUTERMEISTER
Steven R. Sutermeister
Vice President
Date: June 27, 1994
B-4
<PAGE> 21
SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT
AND SUMMIT INVESTMENT TRUST
NAME OF FUND
Summit High Yield Fund
The investment advisory fee will increase or decrease based on the total
return investment performance of the Fund for the prior twelve-month period
relative to the percentage change in the investment record of the Salomon
Brothers High Yield Market Index for the same period (the "Index Return"). The
advisory fee shall be paid at an annual rate of .75% of the Fund's total net
assets if the Fund's total return investment performance (net of all fees and
expenses, including the advisory fee) equals the Index Return. The advisory fee
will be increased or decreased by 4% of the amount by which the Fund's total
return investment performance during the preceding twelve months exceeds or is
less than the Index Return during that period, up to a maximum fee of 1.15% and
down to a minimum fee of .35%. The computation of the total return investment
performance of the Fund and the investment record of the Index will be made in
accordance with Rule 205-1 under the Investment Advisers Act of 1940 or any
other applicable rule as, from time to time, may be adopted or amended. This
Rule currently requires calculation as follows:
The total return investment performance of the Fund shall be the sum of:
(i) the change in the Fund's net asset value per share during the
period;
(ii) the value of the Fund' s cash distributions per share having an
ex-dividend date occurring within the period; and
(iii) the per share amount of any capital gains taxes paid or accrued
during the period by the Fund for undistributed, realized long
term capital gains,
expressed as a percentage of the Fund's net asset value per share at the
beginning of the period.
The Investment Adviser will receive the minimum advisory fee until this
Agreement shall have been in effect for a twelve-month period. At the end of
that twelve-month period and at the end of each month thereafter, the Investment
Adviser will receive one-twelfth of the performance-related portion of the fee
computed for the preceding twelve month period.
SUMMIT INVESTMENT TRUST
By: /s/R. CHRISTOPHER MENG
R. Christopher Meng, President
Date: June 27, 1994
FIRST SUMMIT CAPITAL MANAGEMENT
By: Carillon Advisers, Inc.
By: /s/STEVEN R. SUTERMEISTER
Steven R. Sutermeister
Vice President
Date: June 27, 1994
- ---------------
All fees are computed daily and paid monthly.
B-5
<PAGE> 22
FSCM ADVISORY FEE
- - PERFORMANCE-BASED
- Benchmark: Salomon Brothers High Yield Market Index
- - FIRST YEAR: 35 BASIS POINTS
- - SUCCEEDING YEARS:
- Paid monthly
<TABLE>
<CAPTION>
INDEX + FEE
- ------- ----
<S> <C>
10% 1.15%
9% 1.11%
8% 1.07%
7% 1.03%
6% 0.99%
5% 0.95%
4% 0.91%
3% 0.87%
2% 0.83%
1% 0.79%
0% 0.75%
-1% 0.71%
-2% 0.67%
-3% 0.63%
-4% 0.59%
-5% 0.55%
-6% 0.51%
-7% 0.47%
-8% 0.43%
-9% 0.39%
-10% 0.35%
</TABLE>
B-6
<PAGE> 23
EXHIBIT C
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT, made as of the 18th day of September, 1996, between FIRST
SUMMIT CAPITAL MANAGEMENT (the "Adviser"), an Ohio general partnership, and
CARILLON ADVISERS, INC. (the "Sub-Adviser"), an Ohio corporation;
WHEREAS, the Adviser has entered into an Investment Advisory Agreement,
dated June 27, 1994, with Summit Investment Trust (the "Fund"), an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, as the Adviser to the Fund, the Adviser furnishes the Fund with
certain advisory services and management services, and furnishes and pays the
expenses of the Fund for certain other services; and
WHEREAS, the Sub-Adviser is willing to make available to the Adviser, on a
part-time basis, certain employees of the Sub-Adviser for the purpose of better
enabling the Adviser to fulfill its obligations under the Investment Advisory
Agreement with the Fund, provided that the Adviser bears all the costs allocable
to the time spent by such employees on the affairs of the Adviser, and the
Adviser and the Fund believe that such an arrangement will be to their mutual
benefits;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
1. The Adviser shall have the right to use on a part-time basis and the
Sub-Adviser shall make available on such basis employees of the Sub-Adviser for
such periods as may be agreed upon by the Adviser and the Sub-Adviser as may be
reasonably needed by the Adviser in the performance of its advisory and
management functions. It is anticipated that most such employees will be persons
employed in the investment or administrative operations of the Sub-Adviser, in
addition to such clerical, stenographic and administrative services as the
Adviser may reasonably request.
2. The employees of the Sub-Adviser in performing services for the Adviser
hereunder may, to the full extent that they deem appropriate, have access to and
utilize economic, statistical and investment research reports and other material
prepared for or contained in the files of the Sub-Adviser which are relevant to
the making of investment decisions within the investment objectives of the Fund
and make such material available to the Adviser; provided that, any such
material prepared or obtained in connection with a private placement or other
nonpublic transaction need not be made available to the Adviser if the
Sub-Adviser deems such material confidential.
3. The employees of the Sub-Adviser performing services for the Adviser
pursuant hereto shall report and be solely responsible to the officers and
representatives of the Adviser or persons designated by them. The Sub-Adviser
shall have no responsibility for investment recommendations or decisions of the
Adviser based upon information or advice given or obtained by or through such
employees of the Sub-Adviser.
4. The Sub-Adviser will, to the extent requested by the Adviser, supply to
officers and representatives of the Adviser and employees of the Sub-Adviser
serving the Adviser, such clerical, stenographic and administrative services and
such office supplies and equipment as may reasonably be required in order that
they may properly perform their respective functions on behalf of the Adviser in
connection with the performance of this Agreement.
5. The obligation of performance under the Investment Advisory Agreement
with the Fund is solely that of the Adviser, and the Sub-Adviser undertakes no
obligation in respect thereto except as otherwise expressly provided herein.
6. In consideration of services to be rendered by the Sub-Adviser and its
employees pursuant to this Agreement, the Adviser agrees to compensate the
Sub-Adviser in the amount of $150,000 per year. If the Sub-Adviser renders
services to the Adviser under this Agreement for any period that is less than
twelve months in length, the Sub-Adviser shall be entitled to a pro-rata portion
of the fee identified in this paragraph,
C-1
<PAGE> 24
or such other fee as shall be agreed to by the Adviser and the Sub-Adviser, not
to exceed the equivalent of the pro-rata portion of such fee.
7. (a) This Agreement shall become effective as of the date first above
written, and shall continue in effect for two years from such initial date and
thereafter for successive periods of one year, subject to the provisions for
termination contained herein and all of the other terms and conditions hereof,
if: (i) such continuation shall be specifically approved at least annually by
the vote of the majority of the Trustees of the Fund, including a majority of
the Trustees who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on such
approval; and (ii) the Adviser shall not have notified the Sub-Adviser in
writing as provided in subsection (b) below that it does not desire such
continuation with respect to the Fund. This Agreement may also be approved by
the affirmative vote of a majority of the outstanding voting securities of the
Fund, provided, however, that if the continuance of this Agreement is submitted
to the shareholders of the Fund for their approval, and should shareholders fail
to approve such continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder as to the Fund in a manner
consistent with the 1940 Act and the rules and regulations thereunder.
(b) The Fund may at any time terminate this Agreement, without payment of
any penalty, by sixty (60) days' written notice delivered or mailed by
registered mail, postage prepaid, to the Adviser and the Sub-Adviser. Action of
the Fund under this subsection may be taken either (i) by vote of its Trustees
or (ii) by the affirmative vote of a majority of the outstanding voting
securities of the Fund. The Adviser or the Sub-Adviser may at any time terminate
this Agreement by not less than ninety (90) days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party and to the Fund.
(c) Termination of this Agreement pursuant to this section shall be without
payment of any penalty.
8. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed postage prepaid 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 Fund, the Adviser and
the Sub-Adviser for this purpose shall be P.O. Box 40407, Cincinnati, Ohio
45240.
9. This Agreement shall be governed by the laws of The Commonwealth of
Massachusetts. The names "Summit Investment Trust" and "Trustees of Summit
Investment Trust" refer respectively to the Massachusetts business trust created
by the Trustees, as trustees but not individually or personally acting from time
to time under the Agreement and Declaration of Trust, dated as of March 8, 1994,
to which reference is hereby made and a copy of which is on file at the office
of the Secretary of The Commonwealth of Massachusetts and elsewhere as required
by law, and to any and all amendments thereto so filed or hereafter filed. The
obligations of "Summit Investment Trust" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Fund personally, but bind only
the assets of the Fund, and all persons dealing with any series of shares of the
Fund must look solely to the assets of the Fund belonging to such series for the
enforcement of any claims against the Fund.
10. The parties to this Agreement hereby acknowledge that:
(a) The Union Central Life Insurance Company ("Union Central") shall have
no responsibility for investment recommendations or decisions made by the
Adviser or the Sub-Adviser for the Fund under this Agreement;
(b) Employees of Union Central may, to the full extent that they deem
appropriate, have access to and utilize economic, statistical and investment
research reports and other material prepared pursuant to this Agreement which
are relevant to the making of investment decisions for the Fund; provided
however, that any such material prepared or obtained in connection with a
private placement or other non-public transaction shall not be made available to
Union Central if the Adviser or the Sub-Adviser deems such material
confidential; and
C-2
<PAGE> 25
(c) Union Central shall have no responsibility for investment
recommendations or decisions of the Sub-Adviser that are based upon information
or advice given or obtained through Union Central employees.
FIRST SUMMIT CAPITAL MANAGEMENT
By:
Name:
Title:
CARILLON ADVISERS, INC.
By:
Name:
Title:
Union Central hereby acknowledges and agrees to the provisions of paragraph
10 of this Agreement.
THE UNION CENTRAL LIFE
INSURANCE
COMPANY
By:
Name:
Title:
C-3
<PAGE> 26
SUMMIT INVESTMENT TRUST PROXY
SUMMIT HIGH YIELD FUND
SUMMIT HIGH YIELD SHARES CLASS
SUMMIT HIGH YIELD INSTITUTIONAL SERVICE SHARES CLASS
SPECIAL MEETING OF SHAREHOLDERS -- SEPTEMBER 18, 1996
KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned holder of shares of
beneficial interest in Summit High Yield Fund (the "Fund"), the sole portfolio
of Summit Investment Trust (the "Trust"), does hereby constitute and appoint
Scott A. Englehart and Craig C. Rudesill and each of them, the attorneys and
proxies of the undersigned to vote all the undersigned shares of the Summit High
Yield Shares class or the Summit High Yield Institutional Service Shares class
of the Fund at the Fund's Special Meeting of Shareholders, to be held at the Ivy
Hills Country Club, 7711 Ivy Hills Boulevard, Cincinnati, Ohio at 11:00 a.m.,
Eastern time on the 18th day of September, 1996, including any adjournments
thereof, upon the matters set forth below.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. IT WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY SHALL BE VOTED IN FAVOR OF
EACH LISTED PROPOSAL (INCLUDING ALL NOMINEES FOR TRUSTEES).
<TABLE>
<S> <C>
1. Election of Trustees
FOR all nominees listed below WITHHOLD AUTHORITY
(except as noted below) / / to vote for all nominees / /
</TABLE>
NOMINEES: Theodore H. Emmerich, Frederick Moss, Bruce H. Olson, James F. Smith,
Steven R. Sutermeister
2. To approve the continuation of the Investment Advisory Agreement between
First Summit Capital Management and the Trust, retaining First Summit Capital
Management to provide investment services for the Fund.
/ / FOR / / AGAINST / / ABSTAIN
(Over)
3. To approve the Investment Sub-Advisory Agreement between First Summit
Capital Management and Carillon Advisers, Inc., retaining Carillon Advisers,
Inc. to provide certain investment services to the Fund.
/ / FOR / / AGAINST / / ABSTAIN
4. Ratification of the selection of Coopers & Lybrand L.L.P., Certified Public
Accountants, as the Fund's independent accountants for the Fund's fiscal
year ending May 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
Note: Please sign exactly as
your name appears on the
proxy. If signing for
estates, trusts, or
corporations, title or
capacity should be stated. If
shares are held jointly, each
holder must sign.
-----------------------------
Signature
Dated:
-----------------------------
Signature of Joint Owner (if
applicable)
PLEASE SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED WITHIN THE U.S.
