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<PAGE> PAGE 2
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<PAGE> PAGE 3
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<PAGE> PAGE 4
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<PAGE> PAGE 5
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<PAGE> PAGE 6
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<PAGE> PAGE 7
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<PAGE> PAGE 8
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<PAGE> PAGE 9
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SIGNATURE PENNI VERHOFF
TITLE SUPERVISOR
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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:
[ ] 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
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:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
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,
CRAIG C. RUDESILL
Secretary
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
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.
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
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"):
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
- ------------------------------
-------------------------------
------------------------
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.
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
Total
Compensation
from Trust
Name & Aggregate and Fund
Position Compensation from Complex to
with the Trust the Trust Trustee*
- --------------------- ----------------- ------------
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
- ---------------
* 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
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
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
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
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
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
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
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:
Advisory Fee
Fund Performance
(as % of Average
(Net of Fees and Expenses)
Net Assets)
- ------------------------------------------------------
- ------------------- ----------------
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
10
Advisory Fee
Fund Performance
(as % of Average
(Net of Fees and Expenses)
Net Assets)
- ------------------------------------
- ------------------
- ------------------- ----------------
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
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,
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
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.
Principal Occupation(s) and Business
Name, Address and Age Position(s)
Held With the Trust Experience
During the Past 5 Years
- ---------------------------- -----------
- --------------------- --
- ----------------------------------
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
Columbus, Ohio 43219
Legal and Compliance
Services of
37 years old
BISYS Fund Services, Limited
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);
29 years old
prior thereto, Supervisor,
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
A-1
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.
Position with
Name Carillon Advisers, Inc.
Principal Occupation(s)
- ----------------- ------------------------ -----------
- --------------------------------------
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.
A-2
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
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
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
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
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
FSCM ADVISORY FEE
- - Performance-based
- Benchmark: Salomon Brothers High Yield Market Index
- - First Year: 35 basis points
- - Succeeding years:
- Paid monthly
Index + Fee
- ------- ----
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%
B-6
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
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
(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
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).
1. Election of Trustees
FOR all nominees listed below
WITHHOLD AUTHORITY
(except as noted below)
[ to vote for all nominees [
] ]
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.
