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Exhibit (5)(a)(2)
"FORM OF" INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN FIRST SUMMIT
CAPITAL MANAGEMENT AND CARILLON ADVISERS, INC.
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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
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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, 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
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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 X.X. Xxx 00000,
Xxxxxxxxxx, Xxxx 00000.
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
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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) 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:
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Name:
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Title:
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CARILLON ADVISERS, INC.
By:
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Name:
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Title:
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Union Central hereby acknowledges and agrees to the provisions of
paragraph 10 of this Agreement.
THE UNION CENTRAL LIFE
INSURANCE COMPANY
By:
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Name:
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Title:
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