INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT, made this 30th day of December,
1987 by CARILLON INVESTMENT TRUST ("Trust"), a Massachusetts
business trust, and CARILLON ADVISERS, INC. ("Adviser"), an Ohio
corporation.
WHEREAS, the Trust and the Adviser wish to enter into
an Agreement setting forth the terms upon which the Adviser will
perform certain services for the Trust;
NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties agree to the
following:
(1) The Trust hereby employs the Adviser to manage the
investment and reinvestment of the assets of the Trust and
to perform the other services herein set forth subject to
the control and direction of the Board of Trustees of the
Trust, for the period and on the terms herein set forth.
The Adviser hereby accepts such employment and agrees
during such period to render the services and to assume the
obligations herein set forth for the compensation herein
provided. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized, have no authority to act
for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
(2) In carrying out its obligations to manage the investments
and reinvestments of the assets of the Trust, the Adviser
shall:
(a) obtain and evaluate pertinent economic, statistical and
financial data and other information relevant to the
investment policies and objectives of the Trust,
affecting the economy generally and individual companies
or industries, the securities of which are included in
the Trust's investment portfolios or under consideration
for inclusion therein;
(b) conduct a continuous program of investment and
evaluation with respect to the composition of the
Trust's portfolios, including the placing of orders for
purchases and sales; and
(c) regularly report to the Board of Trustees of the Trust
with respect to implementation of the investment
objectives and policies of the Trust and the Adviser's
activities in connection with the administration of the
Trust.
(3) In providing the services and assuming the obligations set
forth herein, the Adviser may at its expense employ one or
more Sub-Advisers. Reference herein to the Adviser shall
include any Sub-Adviser employed by the Adviser. Any
agreement between the Adviser and any Sub-Adviser shall be
subject to the terms for renewal, termination and amendment
as provided herein with respect to the Adviser, and such
Sub-Adviser shall at all times be subject to the direction
of the Board of Trustees of the Trust and any duly
constituted committee thereof or any officer of the Trust
acting pursuant to like authority. The procedure required
in paragraph (11) must be followed with respect to approval
of one or more Sub-Advisers.
(4) In addition to performing the obligations set forth in
paragraph (2) above, the Adviser shall furnish at its own
expense or pay the expenses of the Trust for the following:
(a) office space in the offices of the Adviser, or in such
other place as may be agreed upon from time to time, and
all necessary office facilities and equipment;
(b) necessary executive and other personnel for managing the
affairs of the Trust, including personnel for the
performance of clerical, accounting and other office
functions (exclusive of those related to and to be
performed under contract for custodial, bookkeeping,
transfer and dividend disbursing agency services by the
bank or other service supplier selected to perform such
services); all information and services, other than
services of counsel, required in connection with the
preparation of registration statements and prospectuses
including amendments and revisions thereto; all annual,
semi-annual periodic reports; and notices and proxy
solicitation material furnished to shareholders of the
Trust or regulatory authorities.
(5) Nothing in paragraph (4) above shall require the Adviser to
bear or to reimburse the Trust for:
(a) any of the costs of printing or mailing the items
referred to in (4)(b);
(b) compensation of the directors of the Trust who are not
directors, officers or employees of the Adviser;
(c) registration, filing and other fees in connection with
requirements of regulatory authorities;
(d) the charges and expenses of the custodian appointed by
the Trust for custodial services;
(e) the charges and expenses of the independent accountants
retained by the Trust;
(f) the charges and expenses of any transfer, bookkeeping
and dividend disbursing agents appointed by the Trust;
(g) broker's commission and issue and transfer taxes
chargeable to the Trust in connection with securities
transactions to which the Trust is a party;
(h) taxes and corporate fees payable by the Trust to
federal, state or other governmental agencies;
(i) the cost of stock certificates, if any, representing
shares of the Trust;
(j) legal fees and expenses in connection with the affairs
of the Trust, including registering and qualifying its
shares with regulatory authorities;
(k) association membership dues;
(l) insurance premiums for fidelity and other coverage;
(m) expenses of shareholder and directors meetings.
(6) (a) The services of the Adviser to the Trust are not to be
deemed exclusive and the Adviser shall be free to render
similar services to others so long as the services
hereunder are not impaired or interfered with thereby.
(b) The Adviser and any persons performing executive,
administrative or trading functions for the Trust, whose
services are made available to the Trust by the Adviser,
are specifically authorized to allocate brokerage and
principal business to firms that provide brokerage and
economic research services or facilities and to cause
the Trust to pay a member of a securities exchange or
any other broker or dealer an amount of commission for
effecting a securities transaction in excess of the
amount another member of an exchange, broker or dealer
would have charged for effecting that transaction if the
Adviser or such person determines in good faith that
such amount of commission is reasonable in relationship
to the value of the brokerage and research services (as
such services are defined in Section 28(e) of the
Securities Exchange Act of 1934) provided by such
member, broker or dealer viewed in terms of either that
particular transaction or the overall responsibilities
of the Adviser with respect to any accounts as to which
the Adviser exercises investment discretion (as the term
is defined in Section 3(a)(35) of the Securities
Exchange Act of 1934)
.
(7) The Trust shall pay the Adviser as full compensation for all
facilities and services furnished hereunder a fee computed
separately for each Fund at an annual rate, as follows:
(a) for the Growth Fund -- .75% of the first $50,000,000,
.65% of the next $100,000,000, and .50% of all amounts
over $150,000,000 of the current value of the net assets
of the Fund;
(b) for the Government Bond Fund -- .65% of the first
$50,000,000, .50% of the next $100,000,000, and .45% of
all amounts over $150,000,000 of the current value of
the net assets of the Fund; and
(c) for the Capital Fund -- .75% of the first $50,000,000,
.65% of the next $100,000,000, and .50% of all amounts
over $150,000,000 of the current value of the net assets
of the Fund.
Such fee shall be payable at such intervals not more
frequently than monthly nor less frequently than quarterly
as the Board of Trustees of the Trust may from time to time
determine and specify in writing to the Adviser. Such fee
shall be calculated on the basis of the average of all
valuations of net assets of each Fund made at the close of
business on each valuation day during the period for which
such fee is paid.
(8) (a) If, in any calendar quarter, the total of all ordinary
business expenses applicable to the Trust should exceed
the expense limitations as required by any applicable
state or federal law, the Adviser shall pay such excess,
unless the Adviser applies for and obtains waivers to
remove such expense reimbursement requirements. It is
the intention of the Adviser to apply for such waivers.
For the purposes of this paragraph, the term "calendar
quarter" shall include the portion of any calendar
quarter which shall be lapsed at the date of termination
of this Agreement and the expense limitation shall be
that part of the rate proportional to that proportion of
a full calendar quarter lapsed.
(b) The Adviser reserves the right to waive all or part of
its fee.
(9) It is understood that:
(a) trustees, officers, agents and stockholders of the Trust
are or may be interested in the Adviser as directors,
officers, stockholders or otherwise;
(b) directors, officers, agents and stockholders of the
Adviser are or may be interested in the Trust as
trustees, officers, stockholders or otherwise;
(c) the Adviser may be interested in the Trust; and
(d) the existence of any such interest will not affect the
validity hereof or of any transaction hereunder except
as otherwise provided in the Declaration of Trust of the
Trust and the Articles of Incorporation of the Adviser
respectively or by specific provision of applicable law.
(10) Neither the Adviser nor any of its directors, officers or
employees, nor any persons performing executive,
administrative or trading functions shall be liable for any
error of judgment or mistake of law or for any loss suffered
by the Trust in connection with the matters to which this
Agreement relates except for losses resulting from willful
misfeasance, bad faith or gross negligence in the
performance of it or his duties on behalf of the Trust or
from reckless disregard by the Adviser or any such person of
the Adviser's duties under this Agreement. Without limiting
the generalities of the foregoing, neither the Adviser nor
any such person shall be deemed to have acted unlawfully or
to have breached any duty to the Trust under state or
federal law solely by reason of having caused the Trust to
pay a member of any securities exchange or any other
securities broker or dealer an amount of commission for
effecting a securities transaction in excess of the
commissions another member of a securities exchange or
another securities broker or dealer would have charged for
effecting that transaction if the Adviser or such other
persons determined in good faith that such amount of
commission was reasonable in relationship to the value of
the brokerage and research provided by such member, broker
or dealer viewed in terms of either that particular
transaction or the overall responsibility of the Adviser
with respect to any account to which the Adviser exercises
investment discretion, as provided for in Section 28(e) of
the Securities Exchange Act of 1934.
(11) This Agreement shall continue in effect from year to year
hereafter, only so long as such continuation is specifically
approved, at least annually, by either the Board of Trustees
of the Trust or by a vote of the majority of the outstanding
voting securities of each Fund. In either event, however,
such continuation shall also be approved by a vote of a
majority of the trustees who are not interested persons of
the Trust, as defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended, cast by them in person at a
meeting called for the purpose of voting on such
continuation. Notwithstanding the foregoing provisions of
this paragraph (11) to the contrary:
(a) This Agreement may be terminated at any time without
the payment of any penalty on 60 days' notice to the
Adviser, either by a vote of the Board of Trustees of
the Trust or by vote of a majority of the outstanding
voting securities of any Fund.
(b) This Agreement shall immediately terminate in the event
of its assignment (as that term is defined in the
Investment Company Act of 1940, as amended).
(c) This Agreement may be terminated by the Adviser on
sixty days' written notice to the Trust.
(12) Any notice under this Agreement shall be in writing,
addressed and delivered or mailed postage pre-paid to the
other party at such address as such other party may
designate for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of
the Trust and that of the Adviser for this purpose shall be
P. O. Xxx 0000, Xxxxxxxxxx, Xxxx 00000.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed in duplicate on the date first above
written.
CARILLON INVESTMENT TRUST
By /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx
President
CARILLON ADVISERS, INC.
By /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
