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/ Xxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. XxXxx
Xxxx X. Xxxxxxxx Xxxxxxx X. XxXxx
Name Name
VP & Secretary Vice President
Title Title
CUSTODIAN AGREEMENT
This CUSTODIAN 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 "Custodian"), having its
principal place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxx 00000.
WITNESSETH:
That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It. The Fund
hereby employs the Custodian as the custodian of its assets subject to
the provisions hereof. Subject to the provisions hereof the Fund agrees
to deliver to the Custodian all non-cash property, including
securities, and cash owned by it, and all payments of income, payments
of principal or capital distributions received by it with respect to
all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of Capital
Stock ("Shares") of the Fund as may be issued or sold from time to
time. The Custodian shall not be responsible for any property of the
Fund held or received by the Fund and not delivered to the Custodian.
The Custodian may from time to time employ one or more foreign sub-
custodians if and to the extent permitted by rules and regulations
under the Investment Company Act of 1940 (the "Investment Company
Act"), as the same may be amended from time to time, BUT ONLY if such
appointment shall have been authorized by the Directors/Trustees of the
Fund, and provided that, except as may otherwise be required with
respect to foreign sub-custodians the Custodian shall have no more or
less responsibility to the Fund on account of any actions or omissions
of any foreign sub-custodian so employed than any such sub-custodian
has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund Held
By the Custodian.
2.1 Holding Securities. The Custodian shall hold and physically
segregate, for the account of the Fund all non-cash property, including
all securities owned by the Fund, other than securities maintained
pursuant to Section 2.12 in a clearing agency that acts as a securities
depository or in a book-entry system authorized by the U. S. Department
of the Treasury, collectively referred to herein as "Securities
System." The Custodian shall maintain records of all receipts,
deliveries and locations of such property, together with a current
itemized list of all such property. The Custodian shall provide the
Fund annually with a copy of an external auditor's report, the scope of
which includes internal accounting controls and procedures for
safeguarding securities.
2.2 Delivery of Securities. The Custodian shall not release and
deliver securities (or interim receipts or temporary securities) owned
by the Fund held by the Custodian or in a Securities System account (as
defined in Section 2.12) of the Custodian except upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and except in the following cases:
(a) Upon sale of such securities for the account of the Fund BUT
ONLY against receipt by the Custodian of payment thereof. All such
payments shall be made in cash, by a certified check upon (or a
treasurer's or cashier's check of) a bank, by effective bank wire
transfer through the Federal Reserve Wire System or, if appropriate,
outside of the Federal Reserve Wire System and subsequent credit to the
Fund's Custodian account or, in case of delivery through a stock
clearing company, by book-entry credit by the stock clearing company in
accordance with the then current street custom.
(b) Upon the receipt of payment by the Custodian in the form
specified in the second sentence of the subsection (a) of the Section
2.2 in connection with any repurchase agreement related to such
securities entered into by the Fund.
(c) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.12 hereof.
(d) To the depository agent in connection with tender or other
similar offers for portfolio securities of the Fund.
(e) To the issuer thereof or its agent when such securities mature
or are called, redeemed, retired or otherwise become payable; PROVIDED
that, in any such case, the cash or other consideration is to be
delivered to the Custodian in the same form as specified in subsection
(a) above.
(f) To the issuer thereof, or its agent, for transfer into the name
of the Fund or into the name of any nominee or nominees of the
Custodian or into the nominee name of any sub-custodian appointed
pursuant to Article 1; or for exchange for a different number of bonds,
certificates or other evidence representing the same aggregate face
amount or number of units; PROVIDED that, in any such case, the new
securities are to be delivered to the Custodian.
(9) To the broker selling the same for examination in accordance
with the "street delivery" custom.
(h) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization, split-up of shares,
change of par value or readjustment of the securities of the issuer of
such securities, or pursuant to provisions for conversion contained in
such securities, or pursuant to any deposit agreement; PROVIDED that,
in any such case, the new securities (and cash, if any) are to be
delivered to the Custodian.
(i) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary securities
for definite securities, PROVIDED that, in any such case, the new
securities (and cash, if any) are to be delivered to the Custodian.
(j) For delivery in connection with any loans of securities made by
the Fund, BUT ONLY against receipt of collateral as directed from time
to time by the Custodian and the Fund, in such form and under such
terms as shall be approved by the Fund's Board of Directors/Trustees
and the Custodian.
(k) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for the Fund (which may be the Custodian) for delivery to such
Transfer Agent or to the holders of Shares in connection with
distributions in kind, as may be described from time to time in the
Fund's then current prospectus, in satisfaction of requests by holders
of Shares for repurchase or redemption.
(l) For any other proper corporate purpose in addition to those
specified in subsections (a) through (k) of this Section 2.2, BUT ONLY
upon receipt of a resolution of the Board of Directors/Trustees signed
by an officer of the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities to be delivered, setting
forth the purpose for which such delivery is to be made, declaring such
purpose to be a proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be made.
2.3 Exemption from Liens. The securities held by the Custodian for
the Fund shall be subject to no lien or charge of any kind in favor of
the Custodian or any person claiming through the Custodian, but nothing
herein shall be deemed to deprive the Custodian of its right to invoke
any and all remedies available at law or equity to collect amounts due
it under this Agreement.
2.4 Registration of Securities. Except as otherwise directed by the
Fund, securities held by the Custodian (other than bearer securities)
shall be registered by the Custodian in the name of the Fund or in the
name of any nominee of the Fund or any nominee of the Custodian or in
the name or nominee name of any agent appointed pursuant to Section
2.11 or in the name or nominee name of any sub-custodian appointed
pursuant to Article 1. All securities accepted by the Custodian on
behalf of the Fund under the terms of this Agreement shall be in
"street" or other good delivery form.
2.5 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to draft
or order by the Custodian acting pursuant to the terms of this
Agreement, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of
the Fund, other than cash maintained by the Fund in an impress account
established and used in accordance with Rule 17f-3 under the Investment
Company Act. Funds held by the Custodian for the Fund may be deposited
by it to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may in its
discretion deem necessary or desirable; PROVIDED, however, that every
such bank or trust company shall be qualified to act as a custodian
under the Investment Company Act and that each such bank or trust
company and such funds shall be approved by a vote of a majority of the
Board of Directors/Trustees of the Fund. Such funds shall be deposited
by the Custodian in its capacity as Custodian and shall be withdrawable
by the Custodian only in that capacity. The Custodian shall furnish the
Fund upon request, not later than 30 calendar days after the last
business day of each month, a reconciliation as of such last business
day in all accounts described in this paragraph to the balance shown on
the daily cash report for that day rendered to the Fund.
2.6 Payments for Shares. The Custodian shall make arrangements with
the Transfer Agent of the Fund, which may also be the Custodian, and
with the Fund or distributor of the Fund's shares, as the case may be,
as will enable the Custodian to insure that it receives the cash
consideration due to the Fund for Shares of the Fund issued or sold and
shall deposit such consideration into the Fund's account.
2.7 Investment Of Immediately Available Funds; Obligations of the
Custodian. The Custodian shall, upon the receipt of Proper
Instructions, invest in such instruments as may be directed by the Fund
the amount of immediately available funds specified in such Proper
Instructions on the same day as such funds are received after a time
agreed upon between the Custodian and the Fund.
2.8 Collection of Income. The Custodian shall collect on a timely
basis all income and other payments with respect to registered
securities held hereunder to which the Fund shall be entitled either by
law or pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities
are held by the Custodian, sub-custodian or agent thereof and shall
credit such income, as collected, to the Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other income items
requiring presentation as and when they come due and shall collect
interest when due on securities held hereunder, and endorse and deposit
for collection, in the name of the Fund, checks, drafts or other
negotiable instruments on the same day as received. In any case in
which the Custodian does not receive any such due and unpaid income
within a reasonable time after it has made proper demand for the same
(which shall be presumed to consist of one demand letter and one
telephonic demand), it shall promptly, and in any event within five
business days of the date on which such income became due and payable,
or within ten business days in the event the Custodian has advanced
such income, so notify the Fund in writing, including a copy of such
demand letter, any written responses thereto, and memoranda of oral
responses thereto and to telephonic demands, and await proper
instruction. The Custodian shall not be obliged to take legal action
for collection unless and until reasonably indemnified to its
satisfaction. The Custodian shall also notify the Fund as soon as
reasonably practicable whenever income due on securities is not
collected in due course.
2.9 Payment of Fund Moneys. Upon receipt of Proper Instructions
from the Fund, which may be continuing instructions when deemed
appropriate by the parties, and insofar as cash is available for the
purpose, the Custodian shall pay out moneys of the Fund in the
following cases only:
(a) Upon purchase of securities for the account of the Fund but
only (i) against the delivery of such securities to the Custodian (or
any bank, banking firm or trust company doing business in the United
States or abroad qualified under the Investment Company Act to act as a
custodian and designated by the Custodian as its agent for this purpose
pursuant to Section 2.11) registered as provided in Section 2.4 or in
proper form for transfer and accompanied by payment of, or a "due bill"
for, any dividends, interest or other distributions of the issuer of
such securities due the purchaser thereof; (ii) in the case of a
purchase effected through a Securities System, in accordance with the
conditions set forth in Section 2.12 hereof; or (iii) in the case of
repurchase agreements, if any, entered into between the Fund and the
Custodian, or another bank, against delivery of the securities either
in certificate form or through an entry crediting the Custodian's
account for its customers at the Federal Reserve Bank with such
securities.
(b) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof.
(c) For the redemption or repurchase of shares issued by the Fund as
set forth in Section 2.10 hereof.
(d) For the payment of any expense or liability incurred by the
Fund, including but not limited to the following payments for the
account of the Fund: interest, taxes, management fees, Trustees' fees,
accounting, transfer agent, custodian and legal fees, and operating
expenses of the Fund whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses.
(e) For the payment of any dividends or other distributions declared
pursuant to the governing documents of the Fund to the shareholders of
the Fund.
(f) For any other proper purpose, BUT ONLY upon receipt of a
resolution of the Board of Directors/Trustees of the Fund signed by an
officer of the Fund and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose to
be a proper purpose, and naming the person or persons to whom such
payment is to be made.
2.10 Payments for Repurchase or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares
of the Fund. The Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank
designated by the shareholders whose Shares are being redeemed or
repurchased.
2.11 Appointment of Agents. The Custodian may at any time or times
in its discretion appoint (and may at any time remove) any other bank
or trust company that is itself qualified under the Investment Company
Act to act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the custodian may from time to time
direct; PROVIDED, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities
hereunder and shall only make such appointment with the consent of the
Fund, which consent will not be unreasonably withheld. Notwithstanding
anything contained herein, if the Fund requires the Custodian to engage
specific sub-custodians for the safekeeping and/or clearing of assets,
the Fund agrees to indemnify and hold harmless the Custodian from all
claims, expenses and liabilities incurred or assessed against it in
connection with the use of such sub-custodian in regard to the Fund's
assets, except as may arise from the Custodian's own negligent action,
negligent failure to act or willful misconduct.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may
deposit or maintain securities owned by the Fund in a clearing agency
registered with the Securities and Exchange Commission under Section
17A of the Securities Exchange Act of 1934, that acts as a securities
depository, or in the book-entry system authorized by the U. S.
Department of the Treasury and certain federal agencies (collectively
referred to herein as "Securities System"), in accordance with
applicable Federal Reserve Board and Securities and Exchange Commission
rules and regulations, including, in particular but without limitation,
Rule 17f-4 under the Investment Company Act and subject to the
following provisions to the extent they are consistent with such rules
and regulations:
(a) The Custodian may keep securities of the Fund in a Securities
System provided that such securities are represented in an account
("Account") of the Custodian in the Securities System that shall not
include any assets of the Custodian other than assets held as
Fiduciary, custodian or otherwise for customers.
(b) The records of the Custodian with respect to securities of the
Fund that are maintained in a Securities System shall identify by book-
entry or otherwise those securities belonging to the Fund. The records
of the Custodian (and of any sub-custodian appointed pursuant to
Article 1 hereof or of any agent appointed pursuant to Section 2.11
hereof) shall at all times during the regular business hours of the
Custodian (or such agent or sub-custodian) be available 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.
(c) The Custodian shall pay for securities purchased for the account
of the Fund upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The Custodian shall
transfer securities sold for the account of the Fund upon (x) receipt
of advice from the Securities System that payment for such securities
has been transferred to the Account, and (y) the making of an entry on
the records of the Custodian to reflect such transfer and payment for
the account of the Fund. The Custodian shall furnish the Fund
confirmation of each transfer to or from the account of the Fund in the
form of a written advice or notice and shall furnish to the Fund copies
of daily transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund. At the option of the
Fund, such confirmation or notice may be in the form of hard copy or
electronic transmission. When securities are transferred to the Fund's
account, the Custodian shall, by book-entry or otherwise, identify as
belonging to the Fund's account, a quantity of securities in a fungible
bulk of securities registered in the name of the Custodian or the
Fund's nominee or shown on the Custodian's account on the books of the
appropriate Federal Reserve Bank.
(d) The Custodian shall periodically obtain and send to the Fund
promptly reports on the Securities System's accounting system, internal
accounting control and procedures for safeguarding securities deposited
in the Securities System.
(e) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the
Fund resulting from use of the Securities System by reason of any
negligence, bad faith or willful misconduct of the Custodian or any of
its agents (which for the purposes hereof shall be deemed to include
the Securities System) or of any of its or their employees, or reckless
disregard of its or their duties; at the election of the Fund, it shall
be entitled to be subrogated to the rights of the Custodian with
respect to any claim against the Securities System or any other person
which the Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund has not been made whole for
any such loss or damage.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all federal
and state tax purposes in connection with receipt of income or other
payments with respect to securities of the Fund held by it and in
connection with transfers of securities.
2.14 Proxies. The Custodian shall, with respect to the securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Fund such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.15 Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit to the Fund promptly, and in any event, within
five business days, all information (including, without limitation,
pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Custodian from issuers
of the securities being held for the Fund. With respect to tender or
exchange offers, the Custodian shall transmit to the Fund promptly,
and in any event, within five business days, all information received
by the Custodian from issuers of the securities whose tender or
exchange offers is sought and from the party (or his agents) making the
tender or exchange offer. If the Fund desires to take action with
respect to any tender offer, exchange offer or any other similar
transaction, the Fund shall notify the Custodian by the later of three
business days prior to the date on which the Custodian is to take such
action or one business day after receipt from the Custodian of the
information transmitted pursuant to this paragraph.
2.16 Proper Instructions.
(a) Proper Instructions as used throughout this Article 2 means a
writing signed by an officer of the Fund or by a person the Board of
Directors/Trustees of the Fund shall have from time to time authorized
to give the class of instructions in question, or oral instructions
given in accordance with subparagraph (d). Different persons may give
instructions for different purposes. Such instructions may be general
or specific in terms.
(b) Notwithstanding any of the foregoing provision of this Section
2.16, no authorization, instruction or delegation of authority shall be
deemed to authorize to permit any director/trustee, officer, employee
or agent of the Fund to withdraw any of the securities or other
investments of the Fund upon the mere receipt of a request from such
director/trustee, officer, employee or agent, and such withdrawals may
be made only upon the receipt of a request from an officer or officers
in the manner authorized by resolution of the Fund's Board of
Directors/Trustees.
(c) Any instruction to be a "Proper Instruction" shall set forth the
specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested.
(d) Oral instructions will be considered Proper Instructions if
given in accordance with a procedure mutually agreed upon by the
parties, and if the Custodian reasonably believes them to have been
given by a person authorized to give such instructions with respect to
the transaction involved. The Fund shall cause all oral instructions to
be confirmed in writing.
(e) Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors/Trustees
Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
Board and the Custodian are satisfied that such procedures afford
adequate safeguards for the Fund's assets.
2.17 Actions Permitted Without Express Authority. The Custodian may
in its discretion, without express authority from the Fund:
(a) surrender securities in temporary form for securities in
definitive form;
(b) endorse for collection, in the name of the Fund, checks, drafts
and other negotiable instruments; and
(c) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer
and other dealings with the securities and property of the Fund except
as otherwise directed from time to time by Proper Instructions from the
Fund.
2.18 Evidence of Authority. Subject to Section 2.16 hereof, the
Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Custodian may receive and accept a certified
copy of a resolution of the Board of Directors/Trustees of the Fund as
conclusive evidence (a) of the authority of any person to act in
accordance with such resolution or (b) of any determination or of any
action by the Board of Directors/Trustees as described in such
resolution, and such resolution may be considered as in full force and
effect until receipt by the Custodian of written notice to the
contrary.
2.19 Segregated Accounts. At the request of the Fund, the Custodian
shall maintain any segregated account or accounts of cash or liquid
assets required to be maintained by the Fund to meet its obligations
under such firm commitments or repurchase agreements, if any, as the
Fund may enter into from time to time.
3. Reports and Statements. The Custodian shall render to the Fund a
daily report, including beginning and ending balances, of all monies
received or paid on behalf of the Fund. Such report may be in the form
of an electronic transmission. The Custodian shall also furnish the
Fund, at such times and in the form of electronic transmission or hard
copy as mutually agreed upon by the parties hereto, a statement
summarizing all transactions and entries for the account of the Fund, a
list of the portfolio securities showing the aggregate holding of each
issue, and as of the end of the Fund's fiscal year and when requested,
a list of all security transactions that remain unsettled as of such
time. The Custodian shall, at the Fund's request, supply the Fund with
a tabulation of securities owned by the Fund and held by the Custodian.
The Custodian shall render to the Fund such other reports and
statements of portfolio charges and transactions as may be agreed upon
from time to time.
4. Records.
4.1 Required by Investment Company Act or Other Laws. Custodian 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 applicable federal and state laws, rules
and regulations, with particular attention but not limited to the
information required by Section 31 of the Investment Company Act 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 Custodian 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 Custodian shall forthwith upon the Fund's demand, turn
over to the Fund records and documents created and maintained by the
Custodian pursuant to this Agreement, no longer needed by the Custodian
to perform its services or for its protection. The Custodian may retain
copies thereof.
4.2 Access to Other Records. Subject to security requirements of the
Custodian applicable to its own employees having access to similar
records within the Custodian and such regulations as to the conduct of
such persons as may be reasonably imposed by the Custodian after prior
consultation with an officer of the Fund, the books and records of the
Custodian pertaining to its actions under this Agreement shall be open
to inspection and audit at reasonable times by the officers and
directors/trustees of, attorneys for, and auditors employed by, the
Fund and employees and agents of the Securities and Exchange
Commission.
5. References to the Custodian. Neither party to this Agreement
shall circulate any printed matter containing any reference to the
other party without the prior approval of the other party. Each party
shall submit printed matter requiring approval of the other party in
draft form, allowing sufficient time for review by other party and its
counsel prior to any deadline for printing. Authority is hereby granted
for naming of Custodian, in its capacity as such, in any regulatory
statement or other document the Fund is required by law or regulation
to file with any governmental authority.
6. Confidentiality. The Custodian 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. Nothing in this
Section 6 shall prevent the Custodian from divulging information to
bank or securities regulatory authorities or where the Custodian may be
exposed to civil or criminal contempt proceeding for failure to comply.
7. Reports to Fund of Internal Audit Reviews. The Custodian shall
provide the Fund, at such times as the Fund may reasonably require,
with copies of the latest reports by the Custodian's internal audit
department accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, including
securities deposited or maintained in a Securities System relating to
the services provided by the Custodian under this Agreement; such
reports, which shall be based on examination 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 no such inadequacies, shall so
state.
If the procedures and scope of the internal audit are further
reviewed by the Custodian's external or independent auditors, such
reports shall also be made available to the Fund.
8. Fees and Charges. The Fund agrees to pay the Custodian in
accordance with the charges heretofore agreed upon and attached hereto
as Schedule A or in accordance with any amended or modified charges
which may in the future be substituted therefor by mutual agreement.
The Custodian shall be reimbursed by the Fund for reasonable counsel
fees incurred by the Custodian in connection with the performance of
its duties under this Agreement, to the extent that use of such counsel
has been approved in advance unless such fees are incurred on a matter
involving the Custodian's negligence, bad faith or willful misconduct
or reckless disregard of its duties.
9. Insurance. The Custodian shall provide the customary and
normal fidelity insurance and excess securities insurance
available to Custodians for investment companies. If the
Custodian obtains insurance coverage at the Fund's request in
excess of the customary and normal insurance the Custodian would
otherwise carry as the Custodian for the Fund, the Fund agrees to
reimburse the Custodian for the reasonable costs incurred to
obtain such coverage. The Custodian shall notify the Fund
promptly in writing of any claim relating to the Fund.
10. Responsibility of Custodian.
10.1 Indemnification. So long as and to the extent that it is
in the exercise of reasonable care, the Custodian shall not be
responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered
by it pursuant to this Agreement and shall be held harmless in
acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties, subject to Section 2.16.
The Custodian shall be held to the exercise of reasonable care in
carrying out the provisions of this Agreement, but shall be kept
indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence,
bad faith, willful misconduct or reckless disregard of its duties
hereunder. It shall be entitled to rely on and may act upon
advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice provided that such
action is not in violation of the Fund's prospectus or applicable
federal or state laws or regulations, and provided further that
such action is taken without negligence, bad faith, willful
misconduct or reckless disregard of its duties. In performing its
duties generally, and more particularly in connection with the
purchase, sale and exchange of securities made by or for the
Fund, the Custodian may take cognizance of the provisions of the
Articles of Incorporation and By-Laws of the Fund as from time to
time amended; however, except as otherwise expressly provided
herein, it may assume unless and until notified in writing to the
contrary that Proper Instructions received by it are not in
conflict with or in any way contrary to any provision of the
Articles of Incorporation and By-Laws of the Fund as amended, or
resolutions or proceedings of the Board of Directors/Trustees of
the Fund.
The Custodian may advance funds on behalf of the Fund to make
any payment permitted by this Agreement upon receipt of any
proper authorization required by this Agreement for such payments
by the Fund. Should such a payment or payments, with advanced
funds, result in an overdraft (due to insufficiencies of the
Fund's account with the Custodian, or for any other reason) this
Agreement deems any such or related indebtedness a loan made by
the Custodian to the Fund payable on demand and bearing interest
at the current rate charged by the Custodian for such loans
unless the Fund shall provide the Custodian with agreed upon
compensating balances. The Fund agrees that the Bank shall have a
continuing lien and security interest, limited, however, to the
amount of any overdraft or indebtedness, in and to any property
at any time held by it for the Fund's benefit or in which the
Fund has an interest and which is then in the Custodian's
possession or control, provided, however, in the event the Fund
has more than one series, such lien and security interest shall
attach only to the assets of the series to which funds were
advanced. The Fund authorizes the Custodian at any time to charge
any overdraft or indebtedness, together with interest due
thereon, against any balance of account standing to the credit of
the Fund on the Custodian's books.
10.2 Defense of Actions, etc. In order that the indemnification
provision contained in this Article 10 shall apply in any case in
which the Fund may be asked to indemnify or save the Custodian
harmless, the Fund shall be fully and promptly advised of all
pertinent facts concerning the situation presenting or appearing
likely to present the probability of such a claim for
indemnification, and in the event that the Fund so elects it will
so notify the Custodian, and thereupon the Fund shall take over
complete defense of the claim, and the Custodian shall incur no
further legal or other expenses for which it shall seek
indemnification under this Article 10. The Custodian shall in no
case confess any -claim or make any compromise in which the Fund
will be asked to indemnify the Custodian except with the Fund's
prior written consent.
10.3 Indemnification of the Fund The Custodian 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 suits
arising out of the Custodian's failure to comply with the terms of
this Agreement, or which arise out of the Custodian's negligence,
bad faith or willful misconduct, or reckless disregard of its
duties, 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. In order that indemnification under this Section 10.3
shall be available in any case in which the Custodian may be asked
to indemnify or save the Fund harmless the Fund shall fully and
promptly advise the Custodian of all pertinent facts concerning
the situation and the Fund shall use all reasonable care to notify
the Custodian concerning any situation presenting or appearing
likely to present the probability of such a claim for
indemnification against the Custodian. The Custodian shall have
the option to defend the Fund against any claim that may be the
subject of this indemnification, and if the Custodian so elects it
will so notify the Fund, and thereupon the Custodian 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 Custodian will be asked to indemnify the Fund except
with the Custodian's prior written consent.
10.4 Further Indemnities. If the Fund requires the Custodian to
take any action with respect to securities, which action involves
the payment of money or which action may, in the reasonable
opinion of the Custodian, result in the Custodian or its nominee
assigned to the Fund being liable for the payment of money or
incurring liability of some other form, the Fund, as a
prerequisite to requiring the Custodian to take such action, shall
provide indemnity to the Custodian in an amount and form
reasonably satisfactory to it.
11. 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 60 days' written
notice. Upon the termination hereof, the Fund shall pay the
Custodian such compensation as may be due to the Custodian as of
the date of such termination, and shall likewise reimburse the
Custodian for any costs, expenses and disbursements reasonably
incurred by the Custodian up to such date. 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
Custodian's duties or responsibilities hereunder is designated by
the Fund by written notice to the Custodian, the Custodian shall,
promptly upon such termination and at the expense of the Fund,
transfer to such successor the assets of the Fund held by the
Custodian, and all relevant books, records and other data
established or maintained by the Custodian under this Agreement.
(c) In connection with the operation of this Agreement, the
Custodian 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 writing signed by both parties and shall be annexed hereto.
12. Successor Custodian. If a successor custodian shall be
appointed by the Board of Directors/Trustees of the Fund, the
Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in
the form for transfer, all securities then held by it hereunder
and all funds or other properties of the Fund deposited with it
or held by it hereunder.
If no such successor custodian shall be appointed the
Custodian shall, in like manner, upon receipt of the certified
copy of a resolution of the shareholders, deliver at the office
of the Fund such securities, funds and other properties in
accordance with such resolution.
In the event that no written order designating a successor
custodian or certified copy of a resolution of the shareholders
shall have been delivered to the Custodian on or before the date
when such termination shall become effective, then the Custodian
shall have the right to deliver to a bank or trust company which
is a "bank" as defined in the Investment Company Act, of its own
selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than
$10,000,000.00 all securities, funds and other properties held by
the Custodian and all instruments held by the Custodian relative
thereto and all other property held by it under this Agreement.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Agreement.
In the event that securities, funds and other properties
remain in the possession of the Custodian after the date of
termination hereof owning to failure of the Fund to procure the
certified copy of the resolution referred to or of the
Directors/Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such
securities, funds and other properties and the provisions of this
Agreement relating to the duties and obligations of the Custodian
shall remain in full force and effect.
13. 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.
14. Governing Law; Miscellaneous. This Agreement shall be
construed and enforced in accordance with and governed by the
laws of Wisconsin. The captions in this Agreement are included
for convenience only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect.
This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which 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 Custodian 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.
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 caused this Agreement to
be signed by their respective officers hereunto duly authorized.
CARILLON INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxxx
Title: Vice President and Assistant Secretary
FIRST WISCONSIN TRUST COMPANY
By: /s/ Xxxxx X. Xxxxx
Title: VICE PRESIDENT
Attest: /s/ Xxxxxx Xxxxxxx
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
MUTUAL FUND CUSTODIAL
AGENT SERVICE ANNUAL FEE
Annual Fee Per Portfolio based on market value of assets:
$ .75 per $1,000 on the first $5,000,000
$ .50 per $1,000 on the next $5,000,000
$ .20 per $1,000 on the next $40,000,000
$ .18 per $1,000 on the next $250,000,000
$ .15 per $1,000 on the next $400,000,000
$ .10 per $1,000 on the balance
Minimum Annual Fee $3,000
Investment Transactions: Purchase, sale, exchange, tender,
redemption (maturity), receipt and delivery.
$17.00 per Book Entry Securities (Depository or Federal Reserve
System)
$10.00 per commercial paper and U.S. Treasury bill maturity
$25.00 per Definitive Securities (Physical)
$75.00 per Euroclear
$ 8.00 per Principal reduction on pass-through certificates
$35.00 per Option/Futures Contract
$12.00 per variation margin transaction
Variable Amount Notes: Used as a short-term investment, variable
amount notes offer safety and prevailing high interest rates. Our
charge, which is 1/4 of 1%, is deducted from the variable amount
note income at the time it is credited to Your account.
Extraordinary expenses based on time and complexity involved.
Out-of-Pocket Expenses: Charged to the account.
Fees are billed quarterly based on the value at the beginning of
the quarter.
