FORM OF CARILLON SERIES TRUST SUBADVISORY AGREEMENT CHARTWELL INVESTMENT PARTNERS
FORM OF
CHARTWELL INVESTMENT
PARTNERS
This Subadvisory Agreement is made as of [ ], between Carillon Tower Advisers, Inc., a Florida corporation (the "Manager"), and
Chartwell Investment Partners, LLC a Delaware corporation (the "Subadviser").
WHEREAS, the Manager has by separate contract agreed to serve as the investment adviser to the funds set forth in Schedule A hereto
(each, a 'Fund'), each a series of the Carillon Series Trust, a Delaware statutory trust (the "Trust"), that is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end diversified management investment company
consisting of one or more investment series of shares, each having its own assets and investment policies;
WHEREAS, the Manager's contract with the Trust allows it to delegate certain investment advisory services for the Trust to other
parties; and
WHEREAS, the Manager desires to retain the Subadviser to perform certain investment advisory services for the Trust with respect to the
Funds, such other series of the Trust as the Trust and the Manager shall agree upon, and such other registered investment portfolios with respect to which the Manager serves as investment adviser, which are so specified from time to time in one or more
Schedules attached hereto (collectively, the "Portfolios"), and the Subadviser is willing to perform such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as
follows:
1. Services to be Rendered by the Subadviser to the Trust
(a) Investment Program. Subject to the control and supervision of the Board of Trustees of the Trust and the Manager, the Subadviser .shall, at
its expense, continuously furnish to the Portfolios an investment program for such portion, if any, of Po1tfolio assets which is allocated to it by the Manager from time to time. With respect to such assets, the Subadviser will make investment
decisions and will place all orders for the purchase and sale of portfolio securities. In the performance of its duties, the Subadviser will act in the best interests of the Portfolios and will comply with (i) applicable laws and regulations,
including, but not limited to, the 1940 Act, (ii) the te1ms of this Agreement, (iii) the stated investment objective, policies and restrictions of the Portfolios, and (iv) such other guidelines as the Trustees or Manager may establish. The
Manager shall be responsible for providing the Subadviser with current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 1.
(b) Availability of Personnel. The Subadviser, at its expense, will make available to the Trustees and the
Manager at reasonable times its portfolio managers and other appropriate personnel in order to review investment policies of the Portfolios and to consult with the Trustees and the Manager regarding the investment affairs of the Portfolios, including
economic, statistical and investment matters relevant to the Subadviser's duties hereunder, and will provide periodic repo1is to the Manager relating to the portfolio strategies it employs.
(c) Salaries and Facilities. The Subadviser, at its expense, will pay for all salaries of perso1mel and
facilities required for it to execute its duties under this Agreement.
(d) Compliance Reports. The Subadviser, at its expense, will provide the Manager with such compliance reports relating to its duties under this Agreement as may be
agreed upon by such parties from time to time.
(e) Valuation. The Subadviser, at its expense, will provide the Trust's custodian with market price information relating to the assets of the Portfolios for which the
Subadviser has responsibility at such times as the parties hereto may agree upon from time to time.
(f) Executing Portfolio Transactions. The Subadviser will place orders pursuant to its investment determinations for each Portfolio either directly with the issuer
or through other brokers. In the selection of brokers and the placement of orders for the purchase and sale of portfolio investments for the Portfolios, the Subadviser shall use its best efforts to obtain for the Portfolios the most favorable
price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain the most favorable price and execution
available, the Subadviser, bearing in mind the Trust’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security,
the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker involved and the quality of service rendered by the broker in other
transactions. Subject to such policies as the Board of Trustees may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused
a Portfolio to pay a broker that provides brokerage and research services to the Subadviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker would have charged for
effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker, viewed in terms of either that
particular transaction or the Subadviser's overall responsibilities with respect to the Trust and to other clients of the Subadviser as to which the Subadviser exercises investment discretion. In no instance will portfolio securities of any
Portfolio be purchased from or sold to the Subadviser or any affiliated person of the Subadviser. The Trust agrees that any entity or person associated with the Manager or the Subadviser which is a member of a national securities exchm1ge is
authorized to effect any transaction on such exchange for the account of the Trust which is permitted by Section 1 l(a) of the Securities Exchange Act of 1934, as amended, and Rule lla2-2(T) thereunder, and the Trust has consented to the
retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).
(g) Expenses. The Subadviser shall not be obligated to pay any expenses of or for the Trust not expressly
assumed by the Subadviser pursuant to this Agreement.
2. Books and Records. Pursuant to Rule 31a-3 under the 1940 Act, the Subadviser agrees that: (a) all records it maintains for the Trust are the property of the Trust; (b)
it will surrender
promptly to the Trust or the Manager any such records upon the Trust's or Manager's request; (c) it will maintain for the Trust the records that the Trust
is required to maintain pursuant to Rule 31a-1 insofar as such records relate to the investment affairs of the Portfolios for which the Subadviser has responsibility under this Agreement; and (d) it will preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records it maintains for the Trust.
3. Other Agreements. The Subadviser and persons controlled by or under common control with the Subadviser have and may have advisory, management service or other agreements with other
organizations and persons, and may have other interests and businesses. Nothing in this Agreement is intended to preclude such other business relationships.
4. Compensation. The Manager will pay to the Subadviser as compensation for the Subadviser's services rendered pursuant to this Agreement a subadvisory fee as set forth in Schedule A, which schedule can be
modified from time to time to reflect changes in annual rates or the addition or deletion of a Portfolio from this Agreement, subject to appropriate approvals required by the ▇▇▇▇ ▇▇▇. To the extent there is a reduction in the fees paid to the
Manager as a result of the Manager having contractually or voluntarily agreed to waive its investment advisory fee, the fees that the Manager will pay to the Subadviser will be reduced proportionately. If a Portfolio subsequently reimburses the
Manager for a reduction in its advisory fees, the Manager will make a payment to the Subadviser in amount equal to the reimbursement. The subadvisory fees set forth in Schedule A shall be payable for each month within 15 business days after the end
of such month. If the Subadviser shall serve for less than the whole of a month, the compensation as specified shall be prorated.
5. Assignment and Amendment of Agreement. This Agreement automatically shall terminate without the payment of any penalty in the event of its assignment. No material amendment of this Agreement shall be
effective until approved by the majority of the members of the Board who are not interested persons of the Trust ("Independent Trustees"), the Manager or the Subadviser and the shareholders of the affected Portfolio(s) to the extent required by the
1940 Act. The Subadviser agrees to .notify the Manager of any change in control of the Subadviser within a reasonable time after such change.
6. Duration and Te1mination of the Agreement. This Agreement shall become effective upon its execution; provided, however, that
this Agreement shall not become effective with respect to any Portfolio now existing or hereafter created unless it has first been approved (a) by a vote of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (b) if required under the 1940 Act, by an affirmative vote of a majority of the outstanding voting shares of that Portfolio. This Agreement shall remain in full force and effect continuously thereafter without the payment of any penalty
as follows:
(a) By vote of a majority of the (i) Independent Trustees, or (ii) outstanding voting shares of the applicable Portfolios, the Trust may at any time te1minate this Agreement with
respect to any or all Portfolios by providing not more than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Manager and the Subadviser.
(b) This Agreement will terminate automatically with respect to a Portfolio unless, within two years after its initial effectiveness with respect to such Portfolio and at
least annually thereafter, the continuance of the Agreement is specifically approved by (i) the
Board of Trustees or the shareholders of such Portfolio by the affirmative vote of a majority of the outstanding shares of such
Portfolio, and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on such approval. If the continuance of this Agreement is submitted to the shareholders of any Portfolio for their
approval and such shareholders fail to approve such continuance as provided herein, the Subadviser may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.
(c) The Manager may at any time terminate this Agreement with respect to any or all Portfolios by not less than
60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadviser, and the Subadviser may at any time terminate this Agreement with respect to any or all Portfolios by not less than 90 days' written notice delivered
or mailed by registered mail, postage prepaid, to the Manager.
(d) This Agreement automatically and immediately will terminate in the event of its assignment.
Upon termination of this Agreement with respect to any Portfolio, the duties of the Manager delegated to the Subadviser under this Agreement with respect to such Portfolio automatically shall
revert to the Manager.
7. Notification of the Manager. The Subadviser promptly shall notify the Manager in writing of the occurrence of any of the following events:
(a) the Subadviser shall fail to be registered as an investment adviser under the Investment Advisers Act of
1940, as amended, and under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement;
(b) the Subadviser shall have been served or otherwise have notice of any action, •suit,• proceeding, inquiry or investigation, at law or in equity, before or by any court,
public bond or body, involving the affairs of the Trust or any Portfolio; or
(c) any other occurrence that might affect the ability of the Subadviser to provide the services provided for
under this Agreement.
8. Definitions. For the purposes of this Agreement, the terms "vote of a majority of the outstanding shares," "affiliated
person," "control," "interested person" and "assignment" shall have their respective meanings as defined in the 1940 Act and the rules and regulations thereunder subject, however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act; and references to annual approvals by the Board of Trustees shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder.
9. Liability of the Subadviser. In the absence of its willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties hereunder, the Subadviser shall
not be subject to any liability to the Manager, the Trust or their directors, Trustees, officers or
shareholders, for any act or omission in the course of, or connected with, rendering services hereunder. However, the Subadviser shall indemnify and hold harmless such parties from any and all claims, losses,
expenses, obligations and liabilities (including reasonable attorneys' fees) which arise or result from the Subadviser' s willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder.
10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws principles thereof, and in
accordance with the 1940 Act. To the extent that the applicable laws of the State of Florida conflict with the applicable provisions of the 1940 Act, the latter shall control.
11. Delaware Statutory Trust Limitations. The Agreement is executed by the Trust with respect to each of the Funds and the obligations hereunder are not binding on any of the
trustees, officers or shareholders of the Trust individually, but are binding only on the Fund to which such obligations pertain and the assets and property of such Fund. All obligations of the Trust under this Agreement shall apply only on a
Fund-by-Fund basis, and the assets of one Fund shall not be liable for the obligations of another Fund.
12. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
13. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or
othe1wise affect their construction or effect.
IN WITNESS WHEREOF, Carillon Tower Advisers, Inc. and Chartwell Investment Partners, LLC have each caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative, all as of the day and year first above written.
| Attest: |
CARILLON TOWER ADVISERS, INC.
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By: |
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President
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| Attest: ▇▇▇▇▇ ▇▇▇▇▇▇ |
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CHARTWELL INVESTMENT PARTNERS, LLC
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| By: |
By: |
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▇▇▇ ▇▇▇▇▇▇
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President
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FORM OF
SCHEDULE A
TO THE
BETWEEN
CARILLON TOWER ADVISERS, INC.
AND
CHARTWELL INVESTMENT
PARTNERS, LLC
Chartwell Investment Partners, LLC ("Subadviser") shall provide investment sub-advisory services to each of the Portfolios listed below pursuant to the Subadvisory Agreement between Carillon Tower Advisers, Inc. (the "Manager") and
Subadviser.
As compensation pursuant to section 4 of the Subadvisory Agreement, the Manager shall pay the Subadviser a subadvisory fee, computed and paid monthly, at the following percentage rates of each Portfolio's average daily net assets under
management by the Subadviser:
Carillon Series Trust – Carillon Chartwell Income Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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First $1.75 billion
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0.40% |
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Next $1.75 billion
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0.38% |
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Over $3.5 billion
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0.36% |
Carillon Series Trust – Carillon Chartwell Mid Cap Value Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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|
All Assets
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0.65% |
Carillon Series Trust – Carillon Chartwell Small Cap Growth Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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All Assets
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0.75% |
Carillon Series Trust – Carillon Chartwell Small Cap Value Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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All Assets
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0.80% |
Carillon Series Trust – Carillon Chartwell Short Duration Bond Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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All Assets
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0.20% |
Carillon Series Trust – Carillon Chartwell Short Duration High Yield Fund
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Average Daily Net Assets
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Advisory Fee as % of
Average Daily Net Assets
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All Assets
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0.30% |
Dated: [ ]