DISTRIBUTION AGREEMENT
AGREEMENT made this 30th day of December, 1987, by and
between Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT"):
WHEREAS, CIT is a Massachusetts business trust registered as
a diversified, open-end, management investment company under the
Investment Company Act of 1940, as amended, ("1940 Act") and its
Shares are registered under the Securities Act of 1933, as
amended ("1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer
with the Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended, ("1934 Act") and Is
a member of the National Association of Securities Dealers, Inc.
(the "NASD"); and
WHEREAS, CIT desires to have its Shares sold and distributed
through Distributor and Distributor is willing to sell and
distribute such Shares under the terms stated herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. CIT will furnish to the Distributor copies properly
certified or authenticated of each of the following:
a. Declaration of Trust of CIT dated December 8, 1986, as
amended;
b. By-laws of CIT as in effect on the date hereof;
c. The Registration Statement under the 1933 Act
("Registration Statement") and 1940 Act, and CIT's Prospectus as
from time to time is effective and forming a part of the
Registration Statement (the "Prospectus");
d. Amendments of or supplements to the Items referred to In
a., b., and c. above and any other information for use in
connection with Distributor's duties hereunder that Distributor
reasonably requests regarding CIT or the Shares of CIT's common
stock;
e. Prompt notice and advice of (i) any action of the SEC or
any authorities of any state or territory, of which it may be
advised, affecting the registration or qualification of CIT or
its Shares or the right to offer the Shares for sale, and (ii)
the happening of any event which makes untrue any statement In
the Registration Statement or Prospectus or which requires the
making of any change In the Registration Statement or Prospectus
In order to make the statements therein not misleading.
2. Distributor hereby agrees that It will act as Distributor
of the Shares covered by and In accordance with CIT's
Registration Statement and Prospectus. In connection therewith it
is specifically agreed that:
a. Distributor will solicit such orders and accompanying
funds for the purchase of Shares for submission to CIT's transfer
agent, the name of which will be supplied Distributor by CIT in a
supplemental writing, as the Distributor deems reasonable In
connection with its duties hereunder;
b. Distributor will have no authority to accept orders for
the purchase of Shares or to accept funds on CIT's behalf and no
order for the purchase of Shares will be binding on CIT until
accepted by CIT's transfer agent;
c. Distributor will undertake such advertisement and
promotion as it deems reasonable in connection with its duties
hereunder;
d. Distributor is not authorized to give any information or
make any representations other than those contained in the
Registration Statement or the Prospectus, as in effect from time
to time, other than such information or representations as CIT
may authorize in writing;
e. CIT reserves the right to direct the transfer agent to
decline to accept any order for or make any sale of the Shares
until such time as CIT deems It advisable to accept such orders
or to make such sales. CIT will promptly advise Distributor of
any such determination; and
f. No orders for the purchase of Shares will be solicited by
Distributor or by CIT and no orders for purchase of Shares will
be accepted by CIT if and so long as the effectiveness of the
Registration Statement or any necessary amendments thereto shall
be suspended under any provision of the 1933 Act or if and so
long as the current Prospectus as required by such Act is not on
file with the SEC; provided nothing In this section will affect
CIT's obligation to repurchase the Shares from any Shareholder in
accordance with CIT's Declaration of Trust, By-laws, or
Prospectus, and further that the Distributor may continue to act
under this Agreement until it has been notified in writing of the
occurrence of any of the foregoing events.
3. As compensation for services in connection with this
Agreement, the Distributor will receive a percentage of the
Offering Price of Shares of CIT based on the following table:
$ Amount of Purchase % Paid Distributor
-------------------- ------------------
Less than $50,000 5%
$50,000 or more,
but less than $150,000 4%
$150,000 or more,
but less than $500,000 3%
$500,000 or more,
but less than $1,500,000 2%
$1,500,000 or more,
but less than $2,500,000 1%
$2,500,000 or more .5%
The percentage of Compensation to be paid the Distributor
will be adjusted in accordance with any Letters of intent or
Rights of Accumulation applicable to any series of purchases made
by shareholders.
In addition, CIT shall reimburse Distributor for certain
expenses Distributor incurs in connection with the sale of CIT's
Shares and service to CIT's shareholders in accordance with a
Plan under Rule 12b-1 of the 1940 Act ("12b-1 Plan") as from time
to time CIT might have in effect.
4. Distributor agrees that its activities pursuant to this
Agreement will comply with all applicable laws, rules and
regulations, including without limitation, rules and regulations
made or adopted pursuant to the 1940 Act and by the NASD.
5. CIT agrees at its own expense to execute such papers and
to do such acts and things as shall from time to time be
reasonably requested by the Distributor for the purpose of
qualifying and maintaining qualification of the Shares for sale
under the Blue Sky Laws of any state or for maintaining the
registration of CIT and of its Shares under the 1933 Act and the
1940 Act. CIT will pay all registration, filing and other fees in
connection therewith and for qualifying itself under applicable
Blue Sky Laws and any cost of preparing the Registration
Statements. Distributor will pay for the printing of Prospectuses
and Statements of Additional Information to be used in connection
with the sale of new shares of CIT.
6. The Distributor will pay or cause to be paid all expenses
relating to: its qualification as a broker-dealer In any state in
which it qualifies in connection with the distribution of Shares;
and selling and distributing the Shares, Including preparing
sales material.
7. It is understood that the Distributor shall be free to
enter into distribution or other agreements with others and that
CIT has no objection thereto.
8. It is understood that any of the Shareholders, Trustees,
Officers, Employees and Agents of CIT may be Directors, Officers,
Employees or Agents of or be otherwise interested in the
Distributor, any affiliated person of the Distributor, any
organization in which the Distributor may have an interest or any
organization that may have an interest in the Distributor; that the
Distributor or any such affiliated person or any such organization
may have an interest in CIT; and that the existence of any such
interest shall not affect the validity thereof or any transaction
hereunder except as otherwise provided in the Articles of
Incorporation of CIT and the Distributor, respectfully, or by
specific provisions of any applicable law.
9. a. This Agreement may be terminated by either party hereto
upon 60 days written notice to the other party.
b. This Agreement may be terminated upon written notice to one
party by another hereto in the event of bankruptcy or insolvency of
such party to which notice is given.
c. This Agreement may be terminated at any time upon mutual
written consent of the parties hereto.
d. Upon termination of this Agreement all authorization,
rights, and obligations shall cease except the obligation to settle
accounts hereunder including payments for Shares sold pursuant to
this Agreement.
10. This agreement shall be subject to the provisions of the
1940 Act, the 1934 Act, the By-laws of the NASD and the Regulations
and Rulings thereunder which are from time to time in effect,
including such exemptions from the 1940 Act as the SEC may grant
and the terms hereof shall be Interpreted and construed in
accordance therewith.
11. Distributor may from time to time employ or associate with
any person or persons it may believe to be particularly fitted to
assist it in the performance of this Agreement. The compensation of
such persons will be paid by the Distributor and no obligation will
be incurred by or on behalf of CIT with respect to them. It is
understood by CIT that persons employed by the Distributor to
assist in the performance of its duties hereunder may not devote
their full time to those duties and nothing contained herein will
be deemed to limit or restrict the Distributor's right or the right
of any of the Distributor's affiliates to engage in and devote time
and attention to other businesses or to render other services of
whatever kind or nature.
12. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
construed In accordance with and governed by the laws of the state
of Ohio. This Agreement may be executed simultaneously in two or
more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the day and year first above
written.
Signed In the
Presence of: CARILLON INVESTMENTS, INC.
/s/ Xxxxxxx X. XxXxxxx By: /s/ Xxxxx Xxxxxx
/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxx
President
Title
CARILLON INVESTMENT TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
Name
Xxxxxxx X. Xxxxxxxx
President
Title
