CARILLON INVESTMENT TRUST
AMENDMENT
TO AGREEMENTS
WITH
FIRST WISCONSIN TRUST COMPANY
(NOW KNOWN AS FIRSTAR TRUST COMPANY)
RECITALS:
1. Carillon Investment Trust previously entered into the
following agreements ("Agreements") with First Wisconsin Trust
Company: Custodian Agreement, dated January 2, 1990; Portfolio
Accounting Agreement, dated January 2, 1990; and Transfer Agency
Agreement, dated January 2, 1990.
2. The Agreements are still in full force and effect. However,
on or about September 14, 1992, First Wisconsin Trust Company
changed its corporate name to Firstar Trust Company.
3. The staff of the Midwest Regional Office of the United
States Securities and Exchange Commission has requested that the
aforementioned Agreements be revised to reflect that First
Wisconsin Trust Company changed its corporate name to Firstar
Trust Company.
NOW, THEREFORE, the aforementioned Agreements are hereby
amended as follows.
1. All references in the Agreements to First Wisconsin Trust
Company are changed to Firstar Trust Company.
2. In all other respects, the Agreements shall remain unchanged.
IN WITNESS WHEREOF, Carillon Investment Trust and Firstar
Trust Company have executed this agreement as of March 8, 1996.
Carillon Investment Trust Firstar Trust Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name Name
VP & Secretary Vice President
Title Title
TRANSFER AGENCY AGREEMENT
This TRANSFER AGENCY AGREEMENT made as of this 2nd day of
January, 1990 by and between CARILLON INVESTMENT TRUST (the
"Fund"), having its principal place of business at 1876 Waycross
Road, Cincinnati, Ohio, 45240, and FIRST WISCONSIN TRUST COMPANY
(the "Agent"), having its principal place of business at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
That the Agent is hereby appointed Transfer Agent for the
shares of Capital Stock, (the "Shares"), of the Fund and Dividend
Disbursing Agent for the Fund and Plan Agent for shareholders of
the Fund on the following terms and conditions:
1. Documents. In connection with the appointment of the Agent
as Transfer Agent, the Fund has furnished the Agent the following
documents:
(a) the Declaration of Trust of the Fund as amended to the date
hereof;
(b) the By-Laws of the Fund as in effect on the date hereof;
(c) a copy of the resolution of the Trustees of the Fund
authorizing this Agreement;
(d) the forms of all account application forms and other
documents relating to shareowner accounts;
(e) copies of all documents relating to plans of the Fund,
including periodic investment, distribution, withdrawal and
redemption plans, for which the Agent is to act as Plan Agent;
and
(f) an opinion of counsel for the Fund with respect to the
validity of the Shares of the Fund authorized and to be issued
and that a Registration Statement under the Securities Act of
1933 has been filed with respect to Fund Shares.
2. Further Documentation. The Fund will also furnish promptly
to the Agent the following documents:
(a) each resolution of the Trustees authorizing an original
issue of Shares or the declaration of any dividend;
(b) each Registration Statement filed with the Securities and
Exchange Commission, and amendments thereof and orders relating
thereto, with respect to the Shares;
(c) each amendment to the Declaration of Trust and the By-Laws of the Fund;
(d) each resolution of the Trustees authorizing persons to
give instructions to the Agent; and
(e) such other certificates, documents or opinions as the
Agent may, in the reasonable exercise of its discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. Shareholder Services. The Agent shall administer the
systematic withdrawal plan, the periodic income distributions
plan, automatic investment plans and exchanges of shares and
such other shareholder services as may be mutually agreed from
time to time by the Fund and the Agent in accordance with the
Fund's then current prospectus and Section 10 hereof.
4. The Agent to Record Transactions. The Agent shall record
each and the aggregate of all issues of Shares of the Fund. The
Agent is authorized to transfer on the Fund's records from time
to time Shares for which no certificates are issued upon
receipt by it of sufficient documentation in proper form to
effect such transfer; such transfers shall in each case be made
as contemplated by the other provisions of this Agreement.
5. Receipt of Funds. Upon receipt at the office designated
by the Agent of any check or other order drawn or endorsed to
it as Transfer Agent for the Fund or as Plan Agent for any
shareholder of the Fund or the case of a new account
accompanied by a new account application or sufficient
information to establish an account, the Agent (a) shall
forthwith credit the amount represented by such check or order
to the Fund's Deposit Account with the Agent, (b) shall record
the receipt of same and stamp the application or other
documentation accompanying such check or other order with the
date and time of receipt, and (c) shall forthwith process the
check or order for collection. As of the opening of business on
the second business day following receipt of such check or
other order, the Agent shall forward to the Custodian funds in
the face amount of the check or other instrument received. Any
funds received through the Federal Reserve Wire System shall be
credited to the Fund and forwarded to the Custodian on the
following business day, except for wire purchases in excess of
$2.5 million which will be moved the same day.
6. Shareholder Accounts. Upon receipt of any check or other
order for the payment of money for investment in Shares, the
Agent shall, after establishing an account for any new investor
including the information required by Section 14 of this
Agreement, credit the Share account of the shareholder or new
investor, as the case may be, as described in the Fund's then
current prospectus. The Agent shall mall to such person a
confirmation of such purchase in accordance with Rule 10b-10
under the Securities Exchange Act of 1934 and with applicable
regulations of the National Association of Securities Dealers
indicating the amount of full and fractional shares purchased
(In the case of fractional shares, rounded to three decimal
places) and the price per share. A copy of the confirmation
shall also be sent to the distributor, Carillon investments,
inc.
7. Distributions. it is anticipated that the Fund will
declare dividends on the Shares on a quarterly basis. The Fund
will promptly notify the Agent of the payment of any dividend
or distribution with respect to the Shares. The Agent will, on
the first business day following the record date, notify the
Fund of the number of shares issued and outstanding as of the
record date for such dividend or distribution. The Agent will
promptly credit the account of each shareholder entitled to
receive additional shares. Each such shareholder shall be
notified of such dividend and distribution and a copy of such
notice should also be sent to the distributor.
Should the investor wish to have the dividend and/or capital
gain distribution paid in cash, the Agent will issue a check
for such distribution and mall it to the last address of
record, or to another secondary address as duly authorized by
the investor, on or before the payable date of such
distribution.
8. Redemptions. (a) Subject to the provisions of Sections 10
and 11 of this Agreement, the Agent shall process each order
for the redemption of Shares accepted by the Agent on behalf of
the Fund on behalf of an investor (including any such orders
pursuant to the terms of any automatic redemption plan
instituted by the Fund duly executed by investors) and shall
mail to the investor a confirmation in accordance with Rule
10b-10 under the Securities Exchange Act of 1934 and with
applicable regulations of the National Association of
Securities Dealers, showing trade date, number of full and
fractional Shares redeemed (In the case of a fractional Share,
rounded to three decimal places), the price per Share and the
total redemption proceeds. The Agent shall either (i) prepare,
affix the appropriate facsimile signature to and address and
mall a check in the appropriate amount to the appropriate
person, or (ii) in the event redemption proceeds are to be
wired through the Federal Reserve Wire System cause such
proceeds to be wired in federal funds, less any wire fees as
mutually agreed upon by the parties hereto in writing from time
to time, to the bank or trust company account designated by the
investor for receiving such proceeds. The requirements as to
instruments of transfer and other documentation, the applicable
redemption price and the time of payment shall be as provided
in the then current prospectus, subject to such supplemental
requirements consistent with such prospectus as may be
established by mutual agreement between the Fund and the Agent.
if the Agent or the Fund determines that a request for
redemption does not comply with the requirements for
redemption, the Agent shall promptly so notify the investor,
giving the reasons therefore, and shall effect such redemption
at the price in effect at the time of receipt of documents
complying with such requirements. The Agent shall
notify the Custodian and the Fund on each business day of the
total number of Shares redeemed pursuant to redemption requests
and of the amount of cash required to meet payments made
pursuant to the provisions of this paragraph and the Fund shall
instruct the Custodian to make available from time to time
sufficient funds therefore in the liquidation account of the
Fund.
(b) Procedures and standards for effecting and accepting
redemption orders from investors by telephone or otherwise
shall be established by mutual agreement between the Agent and
the Fund consistent with the then current prospectus.
(c) The authority of the Agent to perform its
responsibilities under this Section 8 shall be suspended upon
receipt of notification by it of the suspension of the
determination of the Fund's net asset value.
(d) With respect to any redemption initiated by the Fund,
upon receipt of instructions from the Fund, the Agent shall, at
the Fund's expense, notify the affected investor by letter than
his account will be redeemed for cash as of a date of least 30
days thereafter unless such investor submits to the Agent prior
to such redemption date an additional purchase order, with
payment, for additional Shares to increase his account at least
above the minimum account size required by the Fund. if the
investor does not so increase the size of his account within
the required period, the Agent shall redeem the shares held in
his account and, within seven calendar days thereafter, pay the
applicable redemption price to the investor. With respect to
investors who request redemption of their Shares in response to
a letter notifying them of a redemption initiated by the Fund,
such redemption requests shall be processed by the Agent
pursuant to Section 8(a).
9. Provision for Returned Checks; uncollected Funds. in
order to minimize the risk of loss by reason of any check being
returned unpaid, the Agent shall adhere to the following
procedures:
(a) Give notification to the Fund promptly and in any event
within 5 business days of the non-payment of any check returned
unpaid.
(b) in the absence of other instructions from the Fund, take
such steps as may be necessary to cancel promptly any Shares
purchased on the basis of such returned check plus any
dividends declared with respect to such Shares and to forward
such returned check to the person who originally submitted the
check. in the event that the amount paid for such Shares
exceeds the proceeds of the cancellation of such Shares plus
the amount of any dividends declared with respect to such
Shares, the Fund will cause the principal Underwriter for the
Fund to reimburse the Agent for such excess amount.
(c) Requests for redemption by check or by mall of Shares
purchased by mall or Shares purchased by check within the
previous 13 calendar days shall be processed in accordance with
procedures mutually agreed upon by the Fund and the Agent
consistent with the Fund's then current prospectus.
(d) To the extent that Section 8 of this Agreement may be
inconsistent with this Section 9, this Section 9 shall govern.
(e) None of the above procedures shall preclude the Agent
from making such inquiries as to any check received by it in
payment for Shares as the Agent may deem appropriate or
necessary to protect the Fund and the Agent.
10. Shareholder Plans. (a) Systematic Cash Withdrawal Plan.
The Agent shall process systematic cash withdrawal orders as
provided in the current Prospectus of the Fund. A systematic
cash withdrawal payment upon such an order on the designated
day during the month shall be made by the Agent from the
Disbursement Account. The Fund will instruct the Custodian by
order confirmed in writing to make funds available to the
Disbursement Account after the Agent has notified the Fund that
on the designated day during the month (or if a holiday, the
preceding business day), the Agent has withdrawn from the
recipient shareholder's account and presented for repurchase or
redemption as many shares as may be required in such
shareholder's account to make such payment.
(b) Automatic Purchases. The Agent shall process the pre-
authorized check service and the electronic fund transfer
program through which monthly investments are automatically
made into the shareholder's account to purchase full and
fractional shares as provided in the current Prospectus of the
Fund and the investor Application.
(c) Exchange Authorization. The Agent shall process all
Exchange Authorization requests to exchange shares of the Fund
into shares of other funds and vice versa, as provided in the
current Prospectus of the Fund and the investor Application,
and further provided that the shares being acquired may legally
be sold in the state or jurisdiction in which the shareholder
resides.
(d) Tax-Sheltered Retirement Plans. The Agent undertakes to
develop and maintain custodial services and facilities to
permit the Fund's Principal Underwriters to offer tax-sheltered
retirement plans to individuals, partnerships and not-for-
profit organizations in accordance with the requirements of the
internal Revenue Service and as provided in the current
Prospectus of the Fund and the investor Application. Fees for
providing these custodial services and facilities shall be as
agreed upon by the Agent and the recipient of such services.
The Principal Underwriter shall be a party to these
negotiations and shall recommend appropriate fees and, subject
to applicable laws and regulations, shall have the authority to
replace the Agent in the event that the Agent's custodial
services are unsatisfactory to it.
(e) Other investment Services. The Agent shall administer
such other investment plans or services as may, from time to
time, be agreed upon between the Fund and the Agent.
11. Tax Matters. The Agent shall prepare, file with the
internal Revenue Service and with the appropriate state
agencies, and, if instructed by the Fund, mail to investors,
such returns for reporting dividends, distributions and returns
of capital paid as are required to be so filed and mailed, and
shall withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and
regulations.
12. Books and Records. (a) The Agent shall maintain records
showing for each shareholder's account the following:
(i) names, addresses and tax identifying numbers;
(ii) number of Shares held;
(iii) historical information regarding the account of each
investor including dividends paid and date and price for all
transactions;
(iv) information with respect to the source of all dividends
and distributions allocated among income, realized short-term
gains and realized long-term gains;
(v) any stop payment or stop transfer order placed against
the account;
(vi) information with respect to any applicable withholdings;
(vii) any instructions from a shareholder including the
investor Application and all other forms furnished by the Fund
and executed by a shareholder with respect to (x) dividends or
distribution elections; (y) elections with respect to payment
options in connection with the redemption of Shares, and (z)
any other plans instituted by the Fund, for which the Agent is
acting as plan agent;
(viii) any dividend address and correspondence relating to
the current maintenance of the account;
(x) information sufficient to prepare the reports to be
given pursuant to this Agreement.
(b) The Agent shall create, maintain and retain all records
relating to its activities and obligations under this Agreement
in such manner as will meet the obligations of the Fund under
Section 31 of the investment Company Act of 1940 and Rules
31a-1 and 31a-2 thereunder, as the same may be amended from
time to time. All such records shall be the property of the
Fund and shall at all times during the regular business hours
of the Agent be open for inspection by duly authorized officers,
employees or agents of the Fund (and such other persons as the
Fund may designate from time to time) and employees and agents
of the Securities and Exchange Commission. The agent shall
forthwith upon the Fund's demand, turn over to the Fund the
files, records, and documents, which shall include the
shareholder master tape, created and maintained by the Agent
pursuant to this Agreement, and the Agent shall be entitled to
retain copies thereof. if not turned over to the Fund, such
records and documents will be retained by the Agent for six
fiscal years from the year of creation, during the first two of
which such documents will be in readily accessible form. At the
end of the six year period, such records and documents will
either be turned over to the Fund, or destroyed in accordance
with the Fund's authorization. The Agent shall be obligated to
maintain only those records necessary to carry out its duties
hereunder.
(c) Notwithstanding the foregoing, the Agent need not
create, maintain or retain any records that are duplicative of
records being created, maintained and retained by the Custodian
for the Fund pursuant to its agreement with the Fund.
(d) The Agent shall at all times during normal business
hours make available for inspection by the Fund, authorized
representatives of any accounting firm selected by the Fund,
authorized agents of the Securities and Exchange Commission,
and such authorized representatives of the Fund as shall be
mutually agreed upon, which agreement shall not be unreasonably
withheld, all records, memoranda, operating procedures, forms,
correspondence and other material received or produced by the
Agent in the performance of any of its obligations hereunder
other than computer programming material. Such persons
specified above may make copies of any such records and other
materials, other than the Agent's operating procedures.
13. Information to Be Furnished to the Fund. The Agent shall
furnish to the Fund periodically as agreed upon or as specified
below the following information:
(a) a copy of the dally transaction register indicating all
redemptions, exchanges, repurchases and sales of Shares for
each day;
(b) dividend and reinvestment blotters;
(c) a reconciliation of cash and Shares resulting from the
previous day's activity;
(d) Blue Sky accounting information; and
(e) Applicable dividend reinvestment report.
In addition, the Agent will furnish to the Fund such other
information, including shareholder lists and statistical
information, as may be agreed upon from time to time by the
Agent and the Fund. The Agent shall notify the Fund of any
request or demand to inspect the stock books of the Fund and
will act upon any instructions of the Fund to permit or refuse
such inspection.
14. Other information to the Fund. The Agent shall furnish
to the Fund any information shown by records in its possession
or otherwise known to it that the Fund requires to answer
inquiries received by it from shareholders concerning
processing of transactions upon their accounts or the status of
their accounts from the Securities and Exchange Commission or
state regulatory authorities in response to shareholder
inquiries to that Commission or to such authorities.
15. Correspondence. The Agent shall promptly answer
correspondence from shareholders relating to their Share
accounts, transfer agent procedure, and such other
correspondence as may from time to time be mutually agreed
upon. Unless otherwise instructed, copies of all correspondence
shall be retained by the Agent in accordance with the Fund's
retention policy.
16. Communications to Shareholders. The Agent shall address
and mall communications by the Fund to its shareholders,
including statements of accounts and dividend and distribution
notices, and if requested by the Fund, coordinate the mailing
of reports to shareholders and proxy material for Meetings of
Shareholders. The Agent shall receive and tabulate the proxy
cards for Meetings of Shareholders in accordance with its usual
practice.
17. Cooperation with Accountants. The Agent shall provide
the Fund at such times as the Fund may reasonably require, with
audit reports by independent public accountants on the
accounting system and internal accounting control and
procedures relating to the services provided under this
Agreement; such reports, which shall be based on examinations
of sufficient scope and in sufficient detail, as may reasonably
be required by the Fund, to provide reasonable assurance that
any material inadequacies would be disclosed by such
examination, and, if there are not such inadequacies, shall so
state.
18. Unclaimed Dividend and Redemption Payments. The Agent
shall, upon the request of the Fund, after the end of each
fiscal year, furnish in writing to the Fund the names and
addresses, as shown in the shareholder accounts maintained by
the Agent pursuant to Section 12 hereof, of all investors for
which, as of the end of the calendar year, checks or three
account statements have been returned. The Agent shall follow
the reasonable written instructions of the Fund concerning the
disposition of unclaimed dividends or distributions.
19. Fees and Charges. The Fund out of its assets agrees to
pay the Agent in accordance with the schedule of charges
described in Schedule A attached hereto, or in accordance with
any amended schedule. Out-of-pocket expenses will be reimbursed
by the Fund for the cost of telephone communications, modems
and related hardware and software, installed, any and all
forms, including blank checks, proxies, computer paper supplies
for labels, lists, daily reports, SELECT Jobs and/or other
special requests used by it in communicating with shareholders
of the Fund, or prepared for use in connection with its
actions hereunder, as well as the cost of postage, telephone,
telegraph, and bank wires used in communicating with
shareholders of the Fund. All forms for which the Agent has
received reimbursement from the Fund shall be and remain
the property of the Fund until used.
20. Compliance with Governmental Rules and Regulations. The
Fund assumes full responsibility for insuring that each
prospectus of the Fund compiles with all applicable
requirements of the Securities Act of 1933, as amended, the
investment Company Act of 1940, as amended, and any laws rules
and regulations of governmental authorities having Jurisdiction
over the Fund.
21. References to the Agent. Neither party to this Agreement
shall circulate any printed matter concerning any reference to
the other party without the prior approval of such other party.
Each party shall submit printed matter requiring approval to
the other party in draft form, allowing sufficient time for
review by the other party and its counsel prior to any deadline
for printing.
22. Confidentiality. The Agent agrees to treat all records
and other information relative to the Fund and its shareholders
as confidential, except it may disclose such information after
prior notification to and approval in writing by the Fund,
which approval shall not be unreasonably withheld. Nothing in
this Section 22 shall prevent the Agent from divulging
information to bank or Securities regulatory authorities or
under circumstances where the Agent may be exposed to civil or
criminal contempt proceedings for failure to comply.
23. Force Majeure. The Agent shall not be liable for loss of
data occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military
authority, national emergencies, fire, flood or catastrophe,
acts of God, insurrection, war, riots, or failure of
transportation, communication or power supply. in the event of
electromechanical breakdown beyond its control, the Agent shall
take all practicable steps to minimize service interruptions
for any period that such interruption continues for reasons
beyond the Agent's control, but shall have no liability with
respect thereto. Notwithstanding the foregoing, the Agent
agrees that it shall at all times have reasonable contingency
plans with appropriate parties making reasonable provision for
emergency use of electronic data processing equipment to the
extent appropriate equipment is available. The Agent shall
further use reasonable care to minimize the likelihood of
damage, loss of data (including data stored in magnetic files),
delays or errors resulting from circumstances beyond its
control. Should such damage, loss of data, delays or error
occur, the Agent shall take all practicable steps to mitigate
the effects of such occurrence, such steps to include
replacement of any lost data, correction of any errors, and the
prompt mailing to the Fund shareholders of such statements,
confirmations or explanations of such occurrence as are
reasonably deemed necessary by the Fund. The costs and expenses
of minimizing service interruptions and of mitigating the
effects of such occurrences shall be borne in a manner to be
agreed upon by the parties. Representatives of the Fund shall
be entitled to inspect the Agent's premises and operating
capabilities at any time during the regular business hours of
the Agent upon reasonable notice to the Agent.
24. Insurance. The Agent shall provide the customary and
normal fidelity insurance coverage available to transfer agents
for investment companies. The Fund in turn agrees to reimburse
the Agent for the reasonable costs for insurance coverage the
Agent incurs at the Fund's request in excess of the customary
and normal costs of insurance the Agent would otherwise carry
as a transfer agent for investment companies. The Agent shall
at least annually furnish to the Fund a letter setting forth
the insurance coverage thereon, any changes in such coverage,
and shall notify the Fund promptly of any claim relating to the
Fund and shall deliver the same to the Fund.
25. Standard of Care. The Agent shall at all times act in
good faith and agrees to use its best efforts within reasonable
limits to insure the accuracy of all services performed under
this Agreement, PROVIDED that the Agent assumes no
responsibility and shall not be liable for loss or damage due
to (a) any transfer of shares not being authorized by the
holder thereof, or any other unauthorized transaction, if (i)
such transfer or transaction was carried out in accordance with
the terms of this Agreement or other instructions of the Fund
and (ii) such transfer or other transaction was directed by
means other than an order signed by all holders of such Shares
with signatures guaranteed by a bank or trust company which is
a member of the Federal Reserve System or a broker or dealer
which is a member of the National Association of Securities
Dealers, or (b) any other error unless said error is caused by
its negligence, bad faith or willful misconduct or that of its
employees.
26. Indemnification of the Agent. The Fund shall indemnify
and hold the Agent harmless from any and all loss, cost, damage
and expense, including reasonable expenses for counsel,
incurred by it resulting from any of the following causes:
(a) Any claim, demand, action or suit in connection with the
performance of the Agent's duties hereunder, or as a result of
acting upon any instruction reasonably believed by it to have
been properly executed by a person duly authorized by the Fund,
or upon any information, data, records of documents provided by
the Agent or its agents by computer tape, telex, CRT data entry
or other similar means authorized by the Fund, PROVIDED that
this indemnification shall not apply to actions or omissions of
the Agent in cases of its own negligence, bad faith or willful
misconduct or that of its employees or agents or to any claim,
demand, action or suit arising out of its failure to comply
with the terms of this Agreement.
(b) Any transfer of Shares having not been authorized by the
holder thereof, or any other unauthorized transaction, if (i)
such transfer or transaction was carried out in accordance with
the terms of this Agreement or other instructions of the Fund,
and (ii) such transfer or other transaction was directed by a
means other than by an order signed by all holders of such
Shares with signatures guaranteed by a bank or trust company
which is a member of the Federal Reserve System or a broker or
dealer which is a member of the National Association of
Securities Dealers.
In order that the indemnification under this Section 26 shall
be available in any case which the Fund may be asked to
indemnify or save the Agent harmless, the Agent shall fully and
promptly advise the Fund of all pertinent facts and the Agent
shall use all reasonable care to notify the Fund promptly
concerning any situation presenting or appearing likely to
present the probability of such a claim for indemnification
against the Fund. The Fund shall have the option to defend the
Agent against any claim that may be the subject of this
indemnification, and if the Fund so elects it will notify the
Agent, and thereupon the Fund shall take over complete defense
of the claim, and the Agent shall incur no further legal or
other expenses for which it shall seek indemnification under
this Section. The Agent shall in no case confess any claim or
make any compromise in any case in which the Fund will be asked
to indemnify the Agent except with the Fund's prior written
consent.
27. Indemnification of the Fund. The Agent shall indemnify
and hold the Fund harmless from all loss, cost, damage and
expense, including reasonable expenses for counsel, incurred by
the Fund as a result of any claim, demand, action or suit
arising out of the Agent's failure to comply with the terms of
this Agreement or which arise out of the Agent's negligence,
bad faith or willful misconduct, PROVIDED that this
indemnification shall not apply to actions or omissions of the
Fund in case of its own negligence, bad faith or willful
misconduct or that of its employees or agents, or to any claim,
demand, action or suit arising out of its failure to comply
with the terms of this Agreement. in order that indemnification
under this Section 27 shall be available in any case in which
the Agent may be asked to indemnify or save the Fund harmless
the Fund shall fully and promptly advise the Agent of all
pertinent facts concerning the situation and the Fund shall use
all reasonable care to notify the Agent concerning any
situation presenting or appearing likely to present the
probability of such a claim for indemnification against the
Agent. The Agent shall have the option to defend the Fund
against any claim that may be the subject of this
indemnification, and if the Agent so elects it will so notify
the Fund, and thereupon the Agent shall take over complete
defense of the claim, and the Fund shall in such situation
incur no further legal or other expenses for which it shall
seek indemnification under this Section. The Fund shall in no
case confess any claim or make any compromise in any case in
which the Agent will be asked to indemnify the Fund except with
the Agent's prior written consent.
28. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are
necessary to effectuate the purposes hereof.
29. Amendment and Termination. (a) Neither this Agreement
nor any provision hereof may be changed, waived, discharged or
terminated orally. Only an instrument in writing making
specific reference to this Agreement and signed by the party
against which enforcement of the change, waiver, discharge or
termination is sought shall be effective to amend or modify
this Agreement.
(b) This Agreement may be terminated on 90 days' written
notice by either party. Upon the termination hereof, the Fund
shall pay the Agent such compensation as may be due to the
Agent as of the date of such termination, and shall likewise
reimburse the Agent for any costs, expenses and disbursements
reasonably incurred by the Agent in connection with the service
hereunder, including costs, expenses and disbursements incurred
by the Agent in connection with the termination of its services
hereunder. in the event that in connection with termination, a
successor, which may include the Fund or any affiliated person
of the Fund, to any of the Agent's duties or responsibilities
hereunder is designated by the Fund by written notice to the
Agent, the Agent shall, promptly upon such termination and at
the expense of the Fund, transfer to such successor the
shareholders' master tape, a certified list of outstanding
shares of the Fund (with each shareholder share balance, name,
and address and tax identification or Social Security number),
a record of the account of each shareholder and the status
thereof, and all other relevant books, records and other data
established or maintained by the Agent under this Agreement.
Further, the Agent shall cooperate in the transfer of such
duties and responsibilities, including provision for assistance
from the Agent's cognizant personnel in the establishment of
books, records and other data by such successor, assistance in
the transfer to another electronic data processing system, and
the making available of the Agent's User Manual that includes
the format for the shareholders' master tape as well as each
tape of input transaction format.
(c) in connection with the operation of this Agreement, the
Agent and the Fund may agree from time to time on provisions
interpretive of or in addition to the provisions of this
Agreement. Any such interpretive or additional provision shall
be in a writing signed by both parties and shall be annexed
hereto.
30. No Modification of Rights as to Prior Transactions.
Except as provided in Sections 25, 26 and 27 with respect to
loss, cost, damage and expense resulting from the circumstances
referred to in Section 26(b), and except as provided in Section
19 (relating to fees and expenses), this Agreement shall not be
construed as limiting or otherwise modifying the rights of
either party hereto against the other with respect to any loss,
cost, damage or expenses incurred.
31. Notices. All notices or other communications hereunder
shall be in writing and shall be deemed sufficient if mailed to
either party hereto at the addresses set forth in this
Agreement, or at such other addresses as the parties hereto may
designate by notice to each other.
32. Governing Law; Miscellaneous. This Agreement shall be
construed and enforced in accordance with and governed by the
laws of the State of Wisconsin. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one
and the same instrument. This Agreement shall be binding on and
shall inure to the benefit of the Fund and the Agent and their
respective successors. Neither party to this Agreement shall
assign its obligations under this Agreement without the express
written consent of the other party.
33. Limitation of Liability of Trustees. The Declaration of
Trust dated December 8, 1986 establishing Carillon investment
Trust, a copy of which is on file in the office of the
Secretary of State of the Commonwealth of Massachusetts,
provides that Carillon investment Trust refers to Trustees
under the Declaration as Trustees, but not personally, and the
obligations of the Fund do not constitute personal obligations
of the Trustees, officers or shareholders. You should look
solely to the assets of the Fund for satisfaction of any
liability of the Fund in respect thereof and may not seek
recourse against such Trustees, officers, shareholders or any
of them or any of their personal assets for such satisfaction.
IN WITNESS WHEREOF the parties have cause this Agreement to
be signed by their respective officers hereunto duly
authorized.
CARILLON INVESTMENT TRUST
By: /a/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Asst Sect
FIRST WISCONSIN TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Assist. Secretary
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
SHAREHOLDER ACCOUNTING SERVICES
ANNUAL FEE SCHEDULE
CARILLON INVESTMENT TRUST
Features
- Quarterly Dividends
- Telephone Exchange
- Telephone Redemption
- Wire Order Purchases and Liquidation
Annual Fee Schedule
$11.00 per Shareholder Account on the first 20,000 accounts
$10.50 per Shareholder Account on the next 40,000 accounts
$10.00 per Shareholder Account on the next 40,000 accounts
$ 9.50 per Shareholder Account on the balance
Minimum annual fee of $7,000 per fund.
- $7.50 Per Federal Wire Transfer
- $2.00 per Shareholder Account for daily accrual and/or
monthly dividend fund
- $1.00 per wire order settlement
Fees Billed Monthly
Plus Out-of-Pocket Expenses including, but not limited to:
- Telephone
- Postage
- Programming
- Retention of Records
- Stationery/Envelope
- Mailing
- Insurance
- Proxies
- Microfilm/Fiche of Records
- Special Reports
- All Other Out-of-Pocket Expenses
