ADMINISTRATION AGREEMENT
AGREEMENT made this 15 day of July, 1987, by and between
Carillon Advisers, Inc. ("Adviser") and Carillon Investments,
Inc. ("Administrator"), both Ohio corporations.
WHEREAS, Adviser has entered into an Investment Advisory
Agreement with Carillon Investment Trust ("CIT"), a registered
open-end management investment company; and
WHEREAS, Adviser's contract calls for the providing or
paying for certain management and administrative functions in
connection with CIT's corporate existence; and
WHEREAS, Adviser wishes to employ Administrator to perform
such duties;
NOW, THEREFORE, Adviser engages Administrator and
Administrator accepts such engagement for the compensation
indicated hereafter to provide corporate administration for CIT,
subject to the following terms and conditions.
1. Activities of Administrator under this Agreement are
subject to the direction and control of CIT's Board of Directors
and Administrator hereby agrees to such direction and
supervision.
2. Administrator shall perform the following duties or
provide for the following services:
(a) monitor all services and personnel it supplies
in order to insure the effective day-to-day
corporate and legal administration of CIT;
(b) supply internal auditing and internal legal
services;
(c) supply stationery and office supplies;
(d) prepare reports to shareholders of CIT;
(e) prepare tax returns;
(f) prepare reports to and filings with the
Securities and Exchange Commission ("SEC") and
state securities authorities;
(g) at CIT's request furnish office space in such
place as may be reasonably agreed upon from time
to time and all necessary office facilities for
CIT;
(h) supply or at CIT's request, provide persons to
perform clerical, accounting, bookkeeping,
administration and other similar services
(exclusive of those services relating to and
being performed under contracts of custodial,
transfer, dividend and accounting services by any
bank or other organization).
3. In recognition of the services to be performed,
Adviser will pay Administrator an annual fee equal to 0.10% of
the average net assets of CIT. CIT will be under no obligation
to make any payment to Administrator under the terms of this
Agreement.
4 Administrator will bear all expenses in connection
with the performance of its services under this Agreement. It is
understood and agreed that the expenses to be paid by
Administrator do not include the following which are to be paid
by CIT:
(a) taxes and fees payable by CIT to federal, state
or other governmental agencies;
(b) brokerage fees and commissions and issue and
transfer taxes;
(c) interest;
(d) fees and other expenses of directors of CIT who
are not directors, officers or employees of the
Adviser or any affiliated person (other than a
registered investment company) of the Adviser;
(e) registration, filing and other fees in connection
with requirements of regulatory authorities;
(f) charges and expenses for custodial, transfer
agency, dividend agent and accounting agent
services;
(g) outside legal expenses and expenses in connection
with the affairs of CIT, including registering
and qualifying its shares with the federal and
state regulatory authorities;
(h) charges and expenses of independent public
accountants;
(i) any cost of stock certificates representing
shares of CIT;
(j) expenses of meetings of shareholders and
directors of CIT;
(k) cost of corporate existence;
(l) advisory fees;
(m) insurance premiums;
(n) cost of printing and mailing registration
statements, stock holder reports, prospectuses
and proxy statements;
(o) costs related to CIT's own employees other than
those furnished by the Administrator pursuant to
Section 2(h);
5. Adviser understands that Administrator may act as
Administrator for others and Adviser has no objection to such
activities.
6. Administrator will not be liable for any errors of
judgment or mistake of law or for any loss suffered by Adviser or
CIT in connection with matters to which this Agreement relates
except a loss resulting from willful misfeasance, bad faith or
gross neglect on Administrator's part in the performance of its
duties or from reckless disregard by it or its obligation and
duties under this Agreement.
7. It is understood that any of the shareholders,
trustees, officers, employees and agents of CIT may be directors,
officers, employees or agents of or be otherwise interested in
Administrator, any affiliated person of Administrator, any
organization in which Administrator may have an interest, or any
organization which may have an interest in Administrator; that
Administrator, and any such affiliated person and any such
organization may have an interest in CIT and Adviser, and that
the existence of any such dual interest shall not effect the
validity hereof or of any transaction hereunder except as
otherwise provided in the Articles of Incorporation of CIT or by
specific provisions of applicable law.
8. This Agreement will remain in force until cancelled by
either Adviser or Administrator with sixty days written notice
thereof. CIT may reject this contract by a vote of a majority of
its directors and by informing Adviser that they no longer wish
Administrator to furnish services to Adviser under the terms of
this Agreement.
9. Administrator may from time to time employ or
associate with any person or persons it may believe to be
particularly fitted to assist in the performance of this
Agreement. Compensation of any such persons will be paid by
Administrator and no obligation will be incurred by or on behalf
of Adviser or CIT with respect to them. In addition, Adviser and
CIT understand that the persons employed by Administrator to
assist in the performance of its duties hereunder may not devote
their full time to those duties and that nothing contained herein
will be deemed to limit or restrict the Administrator's right or
the rights of any of Administrator's affiliates to engage in and
devote time and attention to other businesses or to render other
services of whatever kind or nature.
10. This Agreement shall be construed in accordance with
and governed by the laws of the state of Ohio. This Agreement
may be executed simultaneously in two or more counter-parts, each
of which will be deemed an original but all of which together
will constitute one and the same instrument.
IN WITNESS THEREOF, the parties hereto have caused this
Agreement to be executed by the respective officers hereunto duly
authorized.
CARILLON ADVISERS, INC. CARILLON INVESTMENTS, INC.
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxx Xxxxxx
Xxxxxxx X. Xxxxxx Xxxxx Xxxxxx
President President
