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Exhibit 99.d(3)
INVESTMENT SUB-ADVISORY AGREEMENT
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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
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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 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
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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
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
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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
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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
CARILLON ADVISERS, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
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