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Exhibit 99(23)(d)(3)
AMENDED INVESTMENT SUB-ADVISORY AGREEMENT
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THIS AGREEMENT, made as of the 18th day of September, 1996,
amended effective as of November 1, 1998, between FIRST SUMMIT CAPITAL
MANAGEMENT (the "Adviser"), an Ohio general partnership, and Summit Investment
Partners, LLC (the "Sub-Adviser," formerly named Carillon Advisers, Inc.), an
Ohio limited liability company;
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:
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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
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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 per year for each series of shares, or
Sub-Trust, of the Trust as set forth in Schedule A attached hereto. If the
Sub-Adviser renders services to the Adviser with respect to a series of shares,
or Sub-Trust, of the Trust 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 such party, cast in person at a meeting called for the
purpose of voting on such approval; and (ii) the Adviser shall
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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 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. Xxx 00000,
Xxxxxxxxxx, Xxxx 00000.
9. This Agreement shall be governed by the laws of The
Commonwealth of
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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
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(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: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: XXXXXX X. XXXXXXXXXXXX
Title: REPRESENTATIVE
SUMMIT INVESTMENT PARTNERS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: XXXXXX X. XXXXXXXXXXXX
Title: PRESIDENT
Union Central hereby acknowledges and agrees to the provisions
of paragraph 10 of this Agreement.
THE UNION CENTRAL LIFE
INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxxx
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Name: XXXX X. XXXXXXXX
Title: ASST. SECRETARY
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT AND
SUMMIT INVESTMENT PARTNERS, LLC
SUB-ADVISORY FEE SCHEDULE PURSUANT TO PARAGRAPH 6
FUND FEE
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1. Summit High Yield Fund $150,000.00
2. Summit Emerging Markets Bond Fund $150,000.00
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SCHEDULE A
TO THE
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN FIRST SUMMIT CAPITAL MANAGEMENT AND
SUMMIT INVESTMENT PARTNERS, LLC
SUB-ADVISORY FEE SCHEDULE PURSUANT TO PARAGRAPH 6
REVISED EFFECTIVE AS OF JANUARY 1, 1999
FUND FEE
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1. Summit High Yield Fund A fee at an annual rate of 0.50% of
the average daily net assets of the
Fund; provided that the total fee
for each year shall not exceed
$125,000.00
2. Summit Emerging Markets Bond Fund A fee at an annual rate of 0.50% of
the average daily net assets of the
Fund; provided that the total fee
for each year shall not exceed
$125,000.00
Accepted and Agreed To:
FIRST SUMMIT CAPITAL MANAGEMENT
By: /s/ Xxxxx X. Xxxxx
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Name: XXXXX X. XXXXX
Title: PRESIDENT
SUMMIT INVESTMENT PARTNERS, LLC
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
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Name: XXXXXX X. XXXXXXXXXXXX
Title: PRESIDENT
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