1. | The Reorganization |
2. | Appointment of Chartwell as Subadviser, Change of Name, Changes to Investment Objective and 80% Policy, and Changes to Principal Investment Strategies and Principal Risks |
a. | All references to the “Carillon Scout Small Cap Fund” are hereby deleted and replaced with references to the “Carillon Chartwell Small Cap Fund.” |
b. | The title of the “Summary of Carillon Scout Small Cap Fund” section of the Prospectus is hereby deleted in its entirety and replaced with “Summary of Carillon Chartwell Small Cap Fund.” |
c. | On page 54 of the Prospectus, the “Summary of Carillon Scout Small Cap Fund – Investment objective” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
d. | On page 55 of the Prospectus, the “Summary of Carillon Scout Small Cap Fund – Principal investment strategies” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
e. | On page 55 of the Prospectus, the “Summary of Carillon Scout Small Cap Fund – Principal risks” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
• | Market risk is the risk that markets may at times be volatile, and the values of the fund’s holdings may decline, sometimes significantly and/or rapidly, because of adverse issuer-specific conditions or general market conditions, including a broad stock market decline, which are not specifically related to a particular issuer. Geopolitical and other events, including war, terrorism, economic uncertainty, trade disputes, pandemics, public health crises, natural disasters and related events have led, and in the future may continue to lead, to instability in world economies and markets generally and reduced liquidity in equity, credit and fixed-income markets, which may disrupt economies and markets and adversely affect the value of your investment. Policy changes by the U.S. government and/or Federal Reserve and political events within the U.S. and abroad, such as changes in the U.S. presidential administration and Congress, the U.S. government’s inability at times to agree on a long-term budget and deficit reduction plan, the threat or occurrence of a federal government shutdown and threats or the occurrence of a failure to increase the federal government’s debt limit, which could result in a default on the government’s obligations, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. These and other conditions may cause broad changes in market value, the general outlook for corporate earnings, public perceptions concerning these developments or adverse investment sentiment generally. Changes in the financial condition of a single issuer, industry or market segment also can impact the market as a whole. In addition, adverse market events may lead to increased redemptions, which could cause the fund to experience a loss when selling securities to meet redemption requests by shareholders. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. Conversely, it is also possible that, during a general downturn in the securities markets, multiple asset classes may decline in value simultaneously. Changes in value may be temporary or may last for extended periods. The financial markets generally move in cycles, with periods of rising prices followed by periods of declining prices. The value of your investment may reflect these fluctuations. |
• | Equity securities are subject to market risk. In general, the values of stocks and other equity securities fluctuate, sometimes widely, in response to changes in a company’s financial condition as well as general market, economic and political conditions and other factors. The fund may invest in the following equity securities, which may expose the fund to the following additional risks: |
• | Growth stock risk is the risk of a growth company not providing an expected earnings increase or dividend yield. When these expectations are not met, the prices of these stocks may decline, even if earnings showed an absolute increase. If a growth investment style shifts out of favor based on market conditions and investor sentiment, the fund could underperform funds that use a value or other non-growth approach to investing or have a broader investment style; |
• | Foreign securities risks, which are potential risks not associated with U.S. investments, include, but are not limited to: (1) currency exchange rate fluctuations; (2) political and financial instability; (3) less liquidity; (4) lack of uniform accounting, auditing and financial reporting standards; (5) increased volatility; (6) less government regulation and supervision of foreign stock exchanges, brokers and listed companies; (7) significant limitations on investor rights and recourse; (8) use of unfamiliar corporate organizational structures; (9) unavailable or unreliable public information regarding issuers; and (10) delays in transaction settlement in some foreign markets. The unavailability and/or unreliability of public information available may impede the fund’s ability to accurately evaluate foreign securities. Moreover, it may be difficult to enforce contractual obligations or invoke judicial or |
arbitration processes against non-U.S. companies and non-U.S. persons in foreign jurisdictions. The risks associated with investments in governmental or quasi-governmental entities of a foreign country are heightened by the potential for unexpected governmental change and inadequate government oversight; |
• | Management and strategy risk is the risk that the value of your investment depends on the judgment of the fund’s subadviser about the quality, relative yield or value of, or market trends affecting, a particular security, industry, sector, region, or market segment, or about the economy or interest rates generally. This judgment may prove to be incorrect or otherwise may not produce the intended results, which may result in losses to the fund. Investment strategies employed by the fund’s subadviser in selecting investments for the fund may not result in an increase in the value of your investment or in overall performance equal to other investments; |
• | Investing in other investment companies, including ETFs, carries with it the risk that, by investing in another investment company, the fund will be exposed to the risks of the types of investments in which the investment company invests. The fund and its shareholders will indirectly bear the fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses fund shareholders directly bear in connection with the fund’s own operations. ETF shares may trade at a premium or discount to their net asset value. An ETF that tracks an index may not precisely replicate the returns of its benchmark index; |
• | Sector risk is the risk associated with the fund holding a core portfolio of stocks invested in similar businesses, all of which could be affected by similar economic or market conditions. As the fund’s portfolio changes over time, the fund’s exposure to a particular sector may become higher or lower. |
• | Securities lending risk is the risk that, if the fund lends its portfolio securities and receives collateral in the form of cash that is reinvested in securities, those securities may not perform sufficiently to cover the return collateral payments owed to borrowers. In addition, delays may occur in the recovery of securities from borrowers, which could interfere with the fund’s ability to vote proxies or to settle transactions and there may be a loss of rights in the collateral should the borrower fail financially; and |
• | Small‑cap company risk arises because small-cap companies involve greater risks than investing in large- capitalization companies. Small-cap companies generally have lower volume of shares traded daily, less liquid stock, a more volatile share price, a limited product or service base, narrower commercial markets and more limited access to capital, compared to larger, more established companies. These factors increase risks and make these companies more likely to fail than companies with larger market capitalizations, and could increase the volatility of a fund’s portfolio and performance. Generally, the smaller the company size, the greater these risks. |
f. | On page 59 of the Prospectus, the “Summary of Carillon Scout Small Cap Fund – Subadviser” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
g. | On page 59 of the Prospectus, the “Summary of Carillon Scout Small Cap Fund - Portfolio Managers” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
h. | On page 103 of the Prospectus, the “Additional Information Regarding Investment Strategies – Carillon Scout Small Cap Fund” section of the Prospectus is hereby deleted in its entirety and replaced with the following: |
i. | In the “Additional Information About Principal Risk Factors” section of the Prospectus, the following changes are made to the table on pages 110–112 of the Prospectus: |
(1) | In the table on page 111 of the Prospectus, a row titled “Management and strategy” is added following “Large‑cap companies,” and an “X” is added under the column titled “Carillon Scout Small Cap Fund.” |
(2) | In the following rows, an “X” is deleted from the column titled “Carillon Scout Small Cap Fund”: |
• | Emerging markets |
• | Focused holdings |
• | Market timing |
• | Mid‑cap companies |
• | U.S. government securities and government sponsored enterprises |
• | U.S. Treasury obligations |
• | Value stocks |
j. | On page 130 of the Prospectus, in the “Subadvisers” section, the reference to the Fund in the paragraph regarding Scout is deleted, and the paragraph regarding Chartwell is deleted in its entirety and replaced with the following: |
• | Chartwell, 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312 serves as the subadviser to the Carillon Chartwell Mid Cap Value Fund, Carillon Chartwell Small Cap Fund, Carillon Chartwell Small Cap Growth Fund, Carillon Chartwell Small Cap Value Fund, Carillon Chartwell Real Income Fund and Carillon Chartwell Short Duration High Yield Fund. |
k. | On pages 131‑132 of the Prospectus, in the “Portfolio Managers” section, the paragraph regarding the Carillon Scout Small Cap Fund is deleted in its entirety. In addition, the paragraph regarding the Carillon Chartwell Small Cap Growth Fund is deleted in its entirety and replaced with the following: |
• | Carillon Chartwell Small Cap Fund and Chartwell Small Cap Growth Fund – Frank L. Sustersic, CFA® and Theresa H. Tran, CFA® are jointly and primarily responsible for the day‑to‑day management of the Carillon Chartwell Small Cap Fund and the Carillon Chartwell Small Cap Growth Fund. |
CARILLON SERIES TRUST
Carillon Scout Small Cap Fund
SUPPLEMENT DATED NOVEMBER 18, 2024 TO
THE STATEMENT OF ADDITIONAL INFORMATION
DATED APRIL 26, 2024, AS PREVIOUSLY AMENDED
OR SUPPLEMENTED
At meetings held on November 14-15, 2024, the Board of Trustees (“Board”) of Carillon Series Trust (“Trust”) approved a Plan of Reorganization and Termination (the “Reorganization Plan”) pursuant to which the Carillon Scout Small Cap Fund (the “Fund”) would be reorganized into the Carillon Chartwell Small Cap Growth Fund (the “Acquiring Fund”) (the “Reorganization”), effective on or about April 25, 2025. In connection with the Reorganization, the Board approved, among other things: (1) the appointment of Chartwell Investment Partners, LLC (“Chartwell”) to replace Scout Investments, Inc. (“Scout”) as the subadviser for the Fund on or about January 18, 2025; (2) a change in the name of the Fund to the “Carillon Chartwell Small Cap Fund”; (3) changes to the Fund’s non-fundamental investment objective and policy with respect to the investment of 80% of its assets (plus the amount of any borrowings for investment purposes); and (4) changes to the Fund’s principal investment strategies and principal risks, each effective January 18, 2025.
Additional information regarding the foregoing changes, as well as corresponding changes to the Statement of Additional Information (“SAI”), are described below. Effective January 21, 2025, the following sections will be amended as follows:
1. | All references to the “Carillon Scout Small Cap Fund” are hereby deleted and replaced with references to the “Carillon Chartwell Small Cap Fund.” |
2. | In the “Investment Information – Investment Policies, Strategies and Risks” section of the SAI, the following changes are made to the table on pages 4–6 of the SAI: |
a. | In the following rows, an “X” is added under the column titled “Carillon Chartwell Small Cap Fund”: |
• | Small- and Mid Capitalization Stocks |
• | Closed-End Funds |
• | Lower Rated / High Yield Securities |
• | Interest Rate and Economic Risk |
• | Securities Ratings and Credit Ratings |
• | Liquidity Risk and Valuation |
• | Variable- or Floating-Rate Securities |
• | Institutional Term Loans |
• | Municipal Obligations |
• | Bank Time Deposits |
• | Reverse Repurchase Agreements |
• | Mortgage Dollar Rolls and Sale-Buybacks |
• | Zero Coupon and Pay-In-Kind Securities |
• | Mortgage-Backed Securities |
• | Euro/Yankee Bonds |
• | Eurodollar Certificates |
• | Derivatives – Futures, Forwards, Options and Hedging Transactions |
• | Options |
• | Options on Futures |
• | Futures |
• | Risks of Futures Trading |
• | Stock and Bond Index Futures |
• | Foreign Currency Hedging Strategies |
• | Forward Currency Contracts |
• | Forward Currency Exchange Contracts |
• | Non-Deliverable Forwards |
• | Combined Transactions |
• | Swaps, Caps, Floors and Collars |
• | Options on Swap Agreements |
• | Forward Commitments |
• | When-Issued and Delayed Delivery Transactions |
• | Foreign Investment Companies |
• | Selling Securities Short |
• | Large Shareholder Redemption Risk |
b. | In the following row, an “X” is deleted from the column titled “Carillon Chartwell Small Cap Fund”: |
• | Latin American Securities |
3. | On page 7 of the SAI, in the “Investment Information – Investment Policies, Strategies and Risks—Equity ” section, the reference to the Fund in the last sentence is deleted. |
4. | In the “Fund Information – Investment Adviser and Administrator; Subadvisers” section of the SAI on page 102, the table following the third paragraph is hereby deleted in its entirety and replaced with the following: |
Subadviser |
Fund | |
Eagle Asset Management, Inc. (“Eagle”) |
Growth & Income, Mid Cap Growth, Small Cap Growth | |
Chartwell Investment Partners, LLC (“Chartwell”) |
Mid Cap Value, Small Cap, Chartwell Small Cap Growth, Small Cap Value, Real Income, Short Duration High Yield | |
ClariVest Asset Management LLC (“ClariVest”) |
Capital Appreciation, International Stock, International | |
Scout Investments, Inc. (“Scout Investments”) |
Mid Cap, Core Bond, Core Plus Bond, Unconstrained Bond |
5. | In the “Fund Information - Investment Adviser and Administrator; Subadvisers – Advisory Fees” section of the SAI on page 104, the following is added as the last sentence of the paragraph that precedes the table titled “Aggregate Investment Advisory and Subadvisory fees paid”: |
Effective January 18, 2025, Chartwell began serving as subadviser to Small Cap.
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6. | In the “Fund Information - Portfolio Managers – Scout Investments” section of the SAI beginning on page 121, all references to the Fund and its portfolio managers are deleted. |
7. | In the “Fund Information - Portfolio Managers – Chartwell” section of the SAI, on page 124, the heading is hereby deleted in its entirety and replaced with the following: |
4) Chartwell (Mid Cap Value, Small Cap, Chartwell Small Cap Growth, Small Cap Value, Real Income, Short Duration High Yield)
8. | In the “Fund Information - Portfolio Managers – Chartwell” section of the SAI, on page 124, the section beginning with the fifth paragraph and continuing through the remainder of the section is hereby deleted in its entirety and replaced with the following: |
The Carillon Chartwell Small Cap Fund and Carillon Chartwell Small Cap Growth Fund are managed by Frank L. Sustersic, CFA, and Theresa H. Tran, CFA.
Information on other accounts managed by the funds’ portfolio managers as of December 31, 2023, unless otherwise noted, is as follows.
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||||||||||||||||||
Portfolio Managers |
Number of Accounts |
Total Assets (in Million) |
Number of Accounts |
Total Assets (in Million) |
Number of Accounts |
Total Assets (in Billion) |
||||||||||||||||||
Jeffrey D. Bilsky |
0 | $ | 0 | 1 | $ | 1.59 | 18 | $ | 0.51 | |||||||||||||||
Thomas R. Coughlin, CFA |
0 | $ | 0 | 2 | $ | 30.61 | 244 | $ | 5.16 | |||||||||||||||
T. Ryan Harkins, CFA |
0 | $ | 0 | 1 | $ | 37.05 | 54 | $ | 1.51 | |||||||||||||||
John M. Hopkins, CFA |
0 | $ | 0 | 1 | $ | 28.08 | 244 | $ | 5.16 | |||||||||||||||
Andrew S. Toburen, CFA |
0 | $ | 0 | 1 | $ | 28.80 | 244 | $ | 5.16 | |||||||||||||||
Christine F. Williams |
0 | $ | 0 | 1 | $ | 28.80 | 244 | $ | 5.16 | |||||||||||||||
David C. Dalrymple, CFA |
0 | $ | 0 | 1 | $ | 37.05 | 54 | $ | 1.51 | |||||||||||||||
Frank L. Sustersic1 |
2 | $ | 148.5 | 0 | $ | 0 | 1 | $ | 0.10 | |||||||||||||||
Theresa H. Tran, CFA1 |
2 | $ | 148.5 | 0 | $ | 0 | 1 | $ | 0.10 | |||||||||||||||
Reid T. Halloran |
0 | $ | 0 | 1 | $ | 37.05 | 54 | $ | 1.51 |
Number of Accounts with Advisory Fee Based on Performance | ||||||||||||||||||||||||
Registered Investment Companies |
Other Pooled Investment Vehicles |
Other Accounts | ||||||||||||||||||||||
Portfolio Managers |
Number of Accounts |
Total Assets (in Million) |
Number of Accounts |
Total Assets (in Million) |
Number of Accounts |
Total Assets (in Billion) |
||||||||||||||||||
Jeffrey D. Bilsky |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Thomas R. Coughlin, CFA |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
T. Ryan Harkins, CFA |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
John M. Hopkins, CFA |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Andrew S. Toburen, CFA |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Christine F. Williams |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
David C. Dalrymple, CFA |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Frank L. Sustersic1 |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Theresa H. Tran, CFA1 |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Reid T. Halloran |
0 | $ | 0 | 0 | $ | 0 | 0 | $ | 0 |
1 | Information provided as of September 30, 2024. |
Chartwell has adopted policies regarding material conflicts of interest and portfolio manager compensation. Specific information regarding potential conflicts of interest and the portfolio managers’ compensation follows. This information is provided as of September 30, 2024.
Material Conflicts of Interest: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. Those conflicts could include preferential treatment of one account over others in terms of allocation of resources or of
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investment opportunities. Chartwell has adopted policies and procedures designed to address these potential material conflicts. For instance, portfolio managers within Chartwell are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, Chartwell and its advisory affiliates utilize a system for allocating investment opportunities among portfolios that is designed to provide a fair and equitable allocation.
Compensation: The compensation paid to Chartwell investment professionals consists of base salary, annual bonus, and annual contributions to the firm’s retirement plans (both 401k and ESOP).
Annual bonuses are determined by the Compensation Committee based on revenue sharing. Since strategy revenue is highly correlated with long-term performance, teams can earn a proportion of strategy revenue with the residual over salaries distributable as annual bonuses. Performance tests relative to the appropriate benchmark and peer group rankings can enhance this revenue share. Portfolio construction, sector and security weighting, and performance are reviewed by the Compliance Committee and Compensation Committee to prevent a manager from taking undue risks. Additional factors used to determine the annual bonus include the portfolio manager’s contribution as an analyst, product team management, and contribution to the strategic planning and development of the investment group as well as the firm. For employee retention purposes, part of the annual bonus for key employees is deferred for a period of 3 years.
The following chart sets forth the dollar range of the portfolio managers’ ownership of the outstanding shares of the applicable Fund as of December 31, 2023, unless otherwise noted.
Dollar Range of Fund Shares Owned In (None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, Over $1,000,000 |
||||||||||||||||||||||||
Name of Portfolio Manager |
Carillon Chartwell Real Income Fund |
Carillon Chartwell Mid Cap Value Fund |
Carillon Chartwell Short Duration High Yield Fund |
Carillon Chartwell Small Cap Growth Fund |
Carillon Chartwell Small Cap Value Fund |
Carillon Chartwell Small Cap Fund |
||||||||||||||||||
Jeffrey D. Bilsky |
None | None | None | None | None | N/A | ||||||||||||||||||
Thomas R. Coughlin, CFA |
None | None | None | None | None | N/A | ||||||||||||||||||
T. Ryan Harkins, CFA |
$ $ |
100,001- 500,000 |
|
$ $ |
500,001- 1,000,000 |
|
None | None | $ $ |
500,001- 1,000,000 |
|
N/A | ||||||||||||
John M. Hopkins, CFA |
None | None | $ $ |
500,001- 1,000,000 |
|
None | None | N/A | ||||||||||||||||
Andrew S. Toburen, CFA |
None | None | $ $ |
500,001- 1,000,000 |
|
None | None | N/A | ||||||||||||||||
Christine F. Williams |
None | None | None | None | None | N/A | ||||||||||||||||||
David C. Dalrymple, CFA |
None | $ |
Over 1,000,000 |
|
None | None | None | N/A | ||||||||||||||||
Frank L. Sustersic1 |
None | None | None | $ |
Over 1,000,000 |
|
None | None | ||||||||||||||||
Theresa H. Tran, CFA1 |
None | None | None | $ $ |
100,001- 500,000 |
|
None | None | ||||||||||||||||
Reid T. Halloran |
None | None | None | None | None | N/A |
1 | Information provided as of September 30, 2024. |
* * * * *
INVESTORS SHOULD RETAIN THIS SUPPLEMENT WITH
THE STATEMENT OF ADDITIONAL INFORMATION FOR FUTURE REFERENCE
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