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
PORTFOLIO ACCOUNTING AGREEMENT
THIS AGREEMENT is entered into as of the 2nd day of January, 1990
by and between CARILLON INVESTMENT TRUST ("the Fund"), doing
business at 0000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxx 00000, and FIRST
WISCONSIN TRUST COMPANY ("FWTC"), a corporation with its
principal place of business at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx
Xxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, pursuant to which FWTC shall
provide the Fund with certain services upon the terms and
conditions herein set forth:
1. DESCRIPTION OF SERVICES
FWTC shall perform for the Fund, during the term of this
agreement, the services mutually agreed to in writing from time
to time for the general terms and conditions set forth herein.
2. FEES AND PAYMENTS
The Fund agrees to pay FWTC on a monthly basis, the charges
heretofore agreed upon in Schedule A within thirty (30) days
after the end of each month.
3. TERM
This Agreement shall remain in full force and effect for a period
of 3 years after the close of business on the date hereof unless
terminated in accordance with Section 17 hereof.
4. OWNERSHIP OF PROGRAMS
It is understood and agreed that the data processing systems,
programs and software together with the specifications and
documentation thereof, if provided by FWTC shall be and remain
under the sole control of FWTC, and the Fund shall acquire no
interest therein, unless specifically otherwise provided herein.
5. SYSTEMS MAINTENANCE AND ENHANCEMENT
For the purpose of this Agreement, a "systems enhancement" is
defined as any systems change that requires any programming logic
change to the system, and "systems maintenance" is any
programming change that does not require a logic change to the
system. FWTC agrees that system maintenance is a responsibility
of FWTC and will be carried out at no additional charge to the
Fund. Any systems enhancement requested by the Fund in writing
may be charged to the Fund by FWTC on a time and materials basis
for the level of effort required by FWTC to comply with the
request. These charges will be notified to the Fund in writing
prior to the implementation of the changes. FWTC and the Fund
agree that any system changes, maintenance or enhancements,
either requested by the Fund or developed at FWTC's initiative,
will be installed as soon as reasonably practicable taking into
consideration the needs of the Fund.
6. RESPONSIBILITY FOR OTHER ITEMS
Output and Reports generated by FWTC will be provided to the
Fund as mutually agreed upon in writing from time to time.
Reports and output will be sent to the Fund by facsimile,
data transmission, other couriers, or U.S. Mail, as
requested by the Fund. The Fund will pay for all reasonable
postage, telex, and telephone charges or other charges
associated with these data communications. These charges
will be billed to the Fund under an itemized advice basis.
The Fund will also pay for any special forms exclusive of
those required for the output and reports generated by FWTC
as described above.
7. AUDIT AND EXAMINATIONS
The officers, directors/trustees, auditors and
representatives of the Fund and/or any other non-
governmental or governmental agency exercising a regulatory
function for the Fund's operation may inspect the Fund's
records at FWTC or any lessor, licensor or owner of
equipment or software used by FWTC hereinafter referred to
as its "designee" at any time. Representatives of the Fund's
internal audit staff may be on the premises of FWTC or its
designee's facilities at any time during the operation of
the Fund's work in process at FWTC. The Fund shall provide
FWTC in writing with a list of authorized internal audit
personnel, and the name of the auditor which the Fund wishes
to be admitted by FWTC or its designees to its facilities
for the Fund's business purpose. FWTC shall comply with all
reasonable requests from the chairman of the
directors'/trustees' audit and examining committee or a duly
appointed Director/Trustee acting in a similar capacity and
reasonable requests from supervisory agencies to provide
data and information requested. Any such requests for
information contained in the Fund's files and in FWTC's or
its designee's possession will be honored and the
information made available to the requesting supervisory
agency or external auditors upon presentation of proper
identification. The fees described in Schedule A contemplate
an annual audit and moderate level of additional audit and
examination activity. FWTC will notify the Fund in writing
in advance if a proposed audit or examination activity is
outside of the scope of the activity contemplated in the
agreed fees. The Fund and FWTC will negotiate a mutually
agreeable fee arrangement.
8. OWNERSHIP OF RECORDS
All records prepared or maintained by FWTC on behalf of the
Fund remain the property of the Fund, and will be
surrendered promptly to the Fund upon written request by an
authorized officer of the Fund.
9. PRESERVATION OF RECORDS
All records prepared or maintained by FWTC on behalf of the
Fund will be preserved by FWTC for a period of two (2)
years.
10. CONFIDENTIALITY
FWTC shall handle in confidence all information relating to
the Fund's business or affairs and the business of any of
the Fund's customers which is received by FWTC during the
course of rendering any service hereunder.
11. DATA TO BE SUPPLIED BY THE FUND
The Fund or its agent, which may be FWTC, shall furnish to
FWTC the data necessary to perform the services described
herein at such times and in such form as mutually agreed to.
12. THE FUND'S RESPONSIBILITIES
The Fund will notify FWTC of any balancing or control error
caused by FWTC within three (3) business days after receipt
of any reports rendered by FWTC to the Fund, or within three
(3) business days after discovery of any error or omission
not covered in the balancing and control procedure, or within
three (3) business days of receiving notice from any
shareholder.
13. COMMUNICATIONS TO FWTC BY FUND
Communications to FWTC by the Fund shall be transmitted
orally or by written communications in accordance with
Schedule B, however all oral instructions shall be sent to
FWTC in written form within three days after the oral
communication is received.
14. INDEMNIFICATION OF FWTC
The Fund shall indemnify and hold FWTC harmless from any
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 FWTC's duties under this Agreement, or as a
result of acting upon any instruction reasonably believed by
it to be an Instruction authorized in Schedule B; provided
that this indemnification shall not apply to actions or
omissions of FWTC in cases of its own negligence, bad faith
or willful misconduct or reckless disregard of its duties or
that of its employees, designees or agents or to any claim,
demand, action or arising out of its failure to comply with
the terms of this Agreement.
(b) In order that the indemnification under this Section 14
be available in any case which the Fund may be asked to
indemnify or save FWTC harmless, FWTC shall fully and
promptly advise the Fund of all pertinent facts and FWTC
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
FWTC against any claim that may be the subject of this
indemnification, and if the Fund so elects it will notify
FWTC, and thereupon the Fund shall take over complete defense
of the claim and FWTC shall incur no further legal or other
expenses for which it shall seek indemnification under this
Section. FWTC shall in no case confess any claim or make any
compromise in any case in which the Fund will be asked to
indemnify FWTC except with the Fund's prior written consent.
15. INDEMNIFICATION OF THE FUND
(a) FWTC shall indemnify and hold the Fund harmless from all
loss, costs, damage and expense, including reasonable
expenses for accountants and counsel, incurred by the Fund as
a result of any claim, demand, action or suit arising out of
FWTC's failure or that of its agents or employees, to comply
with the terms of this Agreement or which arise of FWTC'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.
(b) In order that indemnification under this Section 15 be
available in any case in which FWTC may be asked to indemnify
or save the Fund harmless, the Fund shall fully and promptly
advise FWTC of all pertinent facts concerning the situation
and the Fund shall use all reasonable care to notify FWTC
concerning any situation presenting or appearing likely to
present the probability of such a claim for indemnification
against FWTC. FWTC shall have the option to defend the Fund
against any claim that may be the subject of this
indemnification, and if FWTC so elects it will so notify the
Fund, and thereupon FWTC 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 FWTC will be asked to indemnify the Fund except with
FWTC's prior written consent.
(c) However, notwithstanding anything contained herein, FWTC
retains the right to reprocess and correct administrative
errors at its own expense.
16. FURTHER ACTIONS
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof.
17. 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 by either party on 60
days prior written notice, unless there occurs a breach of
any provision of this Agreement in which case the aggrieved
party may terminate by five (5) days written notice. Upon the
termination hereof, the Fund shall pay FWTC such compensation
as may be due to FWTC as of the date of such termination, and
shall likewise reimburse FWTC for any costs, expenses and
disbursements reasonably incurred by FWTC in connection with
the service hereunder, including costs, expenses and
disbursements incurred by FWTC in connection with the
termination of its services hereunder and transfer of
records. FWTC shall cooperate in the transfer of its duties
and responsibilities, including provision of assistance from
FWTC personnel in the establishment of books, records and
other data by any successor, and to assist the transfer to
another electronic data processing system.
(c) In connection with the operation of this Agreement, FWTC
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.
(d) In the event of termination of this Agreement, all files,
records, data and similar items shall remain the property of
the Fund and shall be delivered to the Fund in readable form,
together with a complete set of all the normal computer
printed reports for the last day of operation. FWTC agrees to
permit the Fund and its representatives to take immediate
possession of all the Fund's property held by FWTC within
twenty-four (24) hours after the termination date of this
Agreement. Upon termination for any reason except if a breach
by either party has occurred, the Fund shall have the option
to continue to utilize FWTC's services for all or any part of
an additional one hundred eighty (180) day period, using all
or part of FWTC's services at prevailing rates and on a per
diem basis. This provision is intended to assist the Fund in
transferring its work to another facility. If such
termination is due to a fee increase by FWTC that is
unacceptable to the Fund, FWTC's fee may be increased by a
surcharge not to exceed 6% during the above-referenced 180-day period.
18. ASSIGNMENT
Neither this Agreement, nor any rights or obligations under
this Agreement shall be assigned or otherwise transferred by
either party without the prior written consent of the other
party.
19. PUBLICITY
Neither party shall use the name of the other in publicity
releases or advertising or similar activities except to the
extent required by law or regulation without securing the
prior written approval of the other. Authority is hereby
granted to naming of FWTC in any required registration
statement or other document the Fund is required by law to
file with any governing authority.
20. CHANGES IN EQUIPMENT, SYSTEMS, SERVICES, ETC.
FWTC reserves the right to make changes from time to time, as
it deems advisable, in its services, systems, programs,
rules, operating schedules and equipment so long as such
changes do not adversely affect the Fund's service hereunder
and after having received the consent of the Fund which
consent will not be unreasonably withheld.
21. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Neither FWTC nor the Fund will utilize the computer services
provided hereunder for classified information of any
government or for any purpose or in any manner contrary to
the laws, rules and regulations of any federal or state
government or agency thereof having jurisdiction over FWTC or
the Fund.
22. FORCE MAJEURE
FWTC shall not be liable for loss of date 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 electro-
mechanical breakdown beyond its control, FWTC shall take all
practicable steps to minimize service interruptions for any
period that such interruption continues for reasons beyond
FWTC's control. FWTC will make every reasonable effort to
restore any lost or damaged data and the correcting of any
errors resulting from such a breakdown which will be at the
expense of FWTC. Notwithstanding the foregoing FWTC 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. FWTC 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 date, delays or
error occur, FWTC shall take all practicable steps to
mitigate the effects of such occurrence, such steps to
include replacement of any lost data and/or correction of any
errors. The costs and expenses of minimizing service
interruptions and of mitigating the effects of such
occurrences shall be borne by FWTC. Representatives of the
Fund shall be entitled to inspect FWTC's premises and
operating capabilities at any time during the regular
business hours of FWTC upon reasonable notice to FWTC.
23. NO JOINT VENTURE OR PARTNERSHIP
Nothing herein contained in this Agreement shall be construed
to imply that a joint venture or partnership is created by
and between the parties hereto.
24. NO-AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or
empower FWTC or the Fund to act as agent for any other party
to this Agreement, or to conduct business in the name of, or
for the account of, any other party to this Agreement.
25. NOTICES
Any notice required to be delivered under this Agreement
shall be delivered in person or by mail to:
(a) FWTC: First Wisconsin Trust Company
Mutual Fund Services
P.O. Box 701
Milwaukee, Wisconsin 53201-0701
(Delivery Address:
000 Xxxx Xxxxxxxx Xxxxxx
Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000)
Attn: Xxxxx X. Xxxxx
(b) Fund: Carillon Investment Trust
P. O. Box 5304
Cincinnati, Ohio 45201
(Delivery Address:
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000)
Attn: Xxxxxxxxx X. Xxxxxxx
Or to such address as either party may give written notice of
to the other party.
26. BINDING EFFECT
This Agreement shall be binding upon the parties hereto,
their respective successors and assignees.
27. SCOPE OF AGREEMENT
This Agreement is intended by the parties to be a complete
and inclusive statement of the entire Agreement relating to
the subject matter hereof between FWTC and the Fund. As such,
it supersedes all proposals, statements or representations,
whether such were written or oral, and all other
communications between the parties relating to the subject
matter hereof. Except as otherwise provided herein, no
modification of this Agreement shall be effective until
reduced to writing and executed by both parties.
28. 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.
29. SEVERABILITY
If any part, term or provision of this Agreement shall be held
illegal, unenforceable, or in conflict with any law of a federal,
state or local government having jurisdiction over this
Agreement, the validity of the remaining portions or provisions
shall not be affected thereby.
30. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of
Wisconsin.
Signed by:
CARILLON INVESTMENT TRUST FIRST WISCONSIN TRUST COMPANY
/s/ Xxxx X. Xxxxxxxx /s/ Xxxxx X. Xxxxx
Signature Signature
Title: Vice President and Title: Vice President
Asst. Sect.
ATTEST: /s/ Xxxxxx Xxxxxxx
Assist. Secretary
Schedule A
FIRST WISCONSIN TRUST COMPANY
MUTUAL FUND SERVICES
FUND VALUATION AND ACCOUNTING
ANNUAL FEE SCHEDULE
CARILLON INVESTMENT TRUST
- Annual fee per fund based on market value of assets:
$20,000 for first $40,000,000
1/100 of 1% (l Basis Points) on the next $100,000,000
5/1000 of 1% (One-half Basis Point) on the next $200,000,000
- Out-of-Pocket Expenses
- Fees are billed monthly
CARILLON CASH RESERVES
- Annual fee per fund based on market value of assets:
$20,000 for first $40,000,000
5/1000 of 170 (One-half Basis Point) on the next $200,000,000
- Out-of-Pocket Expenses
- Fees are billed monthly
ON-LINE DIAL UP ACCESS
- $300.00 per month plus connect time
Schedule B
CARILLON CAPITAL FUND
INDIVIDUALS AUTHORIZED TO TRANSACT ACTIVITY
Fund's Authorized
Type of Communication Oral/Written Representative
--------------------- ------------ ---------------------------
Daily Expense Accruals Written Xxxxxx Xxxxxxx, Controller
Xxxx Xxxxxxxx, Vice President
Xxxxxxx X. Xxxxxx, President
Portfolio trade Oral, Xxxxxx Xxxxxxxx
information confirmed Xxxxxxx Xxxxxx
in writing Xxxxx Xxxxxx
or Xxxxxx Xxxxxx
written Xxxxx Xxxxxxxxx
Expense check Oral, Xxxxxx Xxxxxxx, Controller
requisition followed by Xxxx X. Xxxxxxxx, Vice President
written Xxxxxxx Xxxxxx, President
confirmation
or written
X. Xxxxxxx
12/18/89
