Exhibit 10a
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December 13, 1996
Direct Dial: (▇▇▇) ▇▇▇-▇▇▇▇
Kalmar Pooled Investment Trust
Barley Mill House
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Re: KALMAR POOLED INVESTMENT TRUST
Ladies and Gentlemen:
We have examined the Agreement and Declaration of Trust and By-Laws of
Kalmar Pooled Investment Trust (the "Trust"), a business trust organized under
Delaware law, all as amended to date, as well as the organizational
resolutions adopted by the Board of Trustees of the Trust and other
proceedings of the Trust that we deem material. We have also examined the
Notification of Registration and the Registration Statements filed under the
Investment Company Act of 1940 ("Investment Company Act") and the Securities
Act of 1933 ("Securities Act"), all as amended to date, as well as other items
we deem material to this opinion.
The Trust is authorized by its Agreement and Declaration of Trust to
issue an unlimited number of shares of beneficial interest of a par value of
$0.01. The Agreement and Declaration of Trust authorizes the Board of
Trustees to divide the shares into separate series and to divide the series
into separate classes of shares, and the Board has designated two series of
shares--the Kalmar "Growth-with-Value" Small Cap Fund and the Kalmar "Growth-
with-Value" Micro Cap Fund.
The Trust has filed with the U.S. Securities and Exchange Commission
("Commission"), a Registration Statement under the Securities Act to register
an indefinite number of shares of each series of the Trust pursuant to the
provisions of Rule 24f-2 under the Investment Company Act. You have further
advised us that each year hereafter the Trust will timely file a Notice
pursuant to Rule 24f-2 perfecting the registration of the shares sold by the
Trust during each fiscal year during which such election to register an
indefinite number of shares remains in effect.
You have also informed us that the shares of the Trust will be sold in
accordance with the Trust's usual method of distributing its registered
shares, under which prospectuses are made available for delivery to offerees
and purchasers of such shares in accordance with Section 5(b) of the
Securities Act.
Based upon the foregoing information and examination, it is our opinion
that the Trust is a valid and subsisting business trust under the laws of the
State of Delaware, and that the election to register an indefinite number of
shares of the Trust is proper, and such shares of the Trust when issued for
the consideration set by the Board of Trustees pursuant to the Agreement and
Declaration of Trust, and subject to compliance with Rule 24f-2, will be
legally outstanding, fully-paid, and non-assessable shares of beneficial
interest in the Trust, and the holders of such shares will have all the rights
provided for with respect to such holding by the Agreement and Declaration of
Trust and the laws of the State of Delaware.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Trust's registration statement under the Securities Act, and to
any reference to us in such registration statement as legal counsel who have
passed upon the legality of the offering of the Trust's shares of beneficial
interest. We also consent to the filing of this opinion with the securities
regulatory agencies of any states or other jurisdictions in which shares of
the Trust are offered for sale.
Very truly yours,
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By:/s/ ▇▇▇▇▇▇ ▇. Del ▇▇▇▇
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a partner
JDR/cdj
