TRANSFER AGENCY AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
▇▇▇▇▇▇ SQUARE MANAGEMENT CORPORATION
THIS TRANSFER AGENCY AGREEMENT is made as of the 31st day of
January, 1997, between Kalmar Pooled Investment Trust, a Delaware
business trust (the "Trust"), having its principal place of
business in Greenville, Delaware, and ▇▇▇▇▇▇ Square Management
Corporation, a Delaware corporation ("▇▇▇▇▇▇ Square"), having its
principal place of business in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and offers for public sale distinct
series of shares of beneficial interest ("Series") each of which
may offer one or more sub-series (or classes) of shares;
WHEREAS, each share of a Series represents an undivided
interest in the assets, subject to the liabilities, allocated to
that Series and each Series has a separate investment objective
and investment policies;
WHEREAS, at the present time, the Trust has established two
Series, each with a single class, and the Trust may establish
additional Series and/or classes in the future; and
WHEREAS, the Trust desires to avail itself of the services of
▇▇▇▇▇▇ Square to serve as the Trust's transfer agent and ▇▇▇▇▇▇
Square is willing to furnish such services to the Trust with
respect to each of the Series listed on Schedule A to this
Agreement (each a "Fund" or collectively the "Funds"), as such
Appendix shall be amended from time to time, on the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises and
covenants herein contained, the parties agree as follows:
1. APPOINTMENTS. The Trust hereby appoints ▇▇▇▇▇▇ Square as
transfer agent, registrar and dividend disbursing agent for
the shares of beneficial interest (the "Shares") in the Trust
and as servicing agent in connection with the disbursements
of dividends and distributions and as shareholders' servicing
agent for the Trust, each such appointment to take effect at
the close of business on the day and year first written
above, and ▇▇▇▇▇▇ Square shall act as such and perform its
obligations thereof upon the terms and conditions hereafter
set forth and in accordance with the principles of principal
and agent enunciated by the common law.
2. DOCUMENTS. The Trust has furnished ▇▇▇▇▇▇ Square with
copies of the Trust's Agreement and Declaration of Trust, By-
Laws, Advisory Agreement, Custodian Agreement, Distribution
Agreement, Accounting Services Agreement, Shareholder
Servicing Agreements, most recent Registration Statement on
Form N-1A, current Prospectuses and Statement of Additional
Information (the "SAI"), all forms relating to any plan,
program or service offered by the Trust and a certified copy
of the resolution of its Board of Trustees (the "Trustees")
approving ▇▇▇▇▇▇ Square's appointment hereunder and
identifying and containing the signatures of the Trust's
officers authorized to issue Oral Instructions and to sign
Written Instructions, as hereinafter defined, on behalf of
the Fund and to execute stock certificates representing
Shares. Subject to the provisions of Section 21 hereof, the
Trust shall furnish promptly to ▇▇▇▇▇▇ Square a copy of any
amendment or supplement to the above-listed documents. The
Trust shall furnish to ▇▇▇▇▇▇ Square any additional documents
necessary for it to perform its functions hereunder.
3. DEFINITIONS.
(a) Authorized Person. As used in this Agreement, the term
"Authorized Person" means any officer of the Trust and any
other person, whether or not any such person is an officer or
employee of the Trust, duly authorized by the Trustees of the
Trust to give Oral and Written Instructions on behalf of the
Fund and certified by the Secretary or Assistant Secretary of
the Trust or any amendment thereto as may be received by
▇▇▇▇▇▇ Square from time to time.
(b) Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received
by ▇▇▇▇▇▇ Square from an Authorized Person or from a person
reasonably believed by ▇▇▇▇▇▇ Square to be an Authorized
Person. The Trust agrees to deliver to ▇▇▇▇▇▇ Square, at the
time and in the manner specified in Section 4(b) of this
Agreement, Written Instructions confirming Oral Instructions.
(c) Written Instructions. As used in this Agreement, the
term "Written Instructions" means written instructions
delivered by hand, mail, tested telegram, cable, telex or
facsimile sending device, and received by ▇▇▇▇▇▇ Square and
signed by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH AGREEMENT AND DECLARATION OF
TRUST, ETC.
(a) Unless otherwise provided in this Agreement, ▇▇▇▇▇▇
Square shall act only upon Oral or Written Instructions.
Although ▇▇▇▇▇▇ Square may know of the provisions of the
Agreement and Declaration of Trust and By-Laws of the Trust,
▇▇▇▇▇▇ Square may assume that any Oral or Written
Instructions received hereunder are not in any way
inconsistent with any provisions of such Agreement and
Declaration of Trust or By-Laws or any vote, resolution or
proceeding of the shareholders, or of the Trustees, or of any
committee thereof.
(b) ▇▇▇▇▇▇ Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received
by ▇▇▇▇▇▇ Square pursuant to this Agreement. The Trust
agrees to forward to ▇▇▇▇▇▇ Square Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by ▇▇▇▇▇▇ Square by the close of
business of the same day that such Oral Instructions are
given to ▇▇▇▇▇▇ Square. The Trust agrees that the fact that
such confirming Written Instructions are not received by
▇▇▇▇▇▇ Square shall in no way affect the validity of the
transactions or enforceability of the transactions authorized
by such Oral Instructions. The Trust agrees that ▇▇▇▇▇▇
Square shall incur no liability to the Trust in acting upon
Oral Instructions given to ▇▇▇▇▇▇ Square hereunder concerning
such transactions, provided such instructions reasonably
appear to have been received from an Authorized Person.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence
of contrary Written Instructions, ▇▇▇▇▇▇ Square is authorized
to take the following actions:
(a) Issuance of Shares. Upon receipt of a purchase order
from the Distributor, as defined in the Distribution
Agreement between the Trust and ▇▇▇▇▇▇ Square Distributors,
Inc. or a prospective shareholder for the purchase of Shares
and sufficient information to enable ▇▇▇▇▇▇ Square to
establish a shareholder account or to issue Shares to an
existing shareholder account, and after confirmation of
receipt or crediting of Federal funds for such order from
▇▇▇▇▇▇ Square's designated bank, ▇▇▇▇▇▇ Square shall issue
and credit the account of the investor or other record holder
with Shares in the manner described in the relevant
Prospectus. ▇▇▇▇▇▇ Square shall deposit all checks received
from prospective shareholders into an account on behalf of
the Trust, and shall promptly transfer all Federal funds
received from such checks to the Custodian, as defined in the
Custodian Agreement between the Trust and Wilmington Trust
Company. (References herein to "Custodian" shall also be
construed to refer to a "Sub-Custodian" if such appointment
has been made.) If so directed by the Distributor, the
confirmation supplied to the shareholder to ▇▇▇▇ such
issuance will be accompanied by a Prospectus.
(b) Transfer of Shares; Uncertificated Securities. Where a
shareholder does not hold a certificate representing the
number of Shares in its account and does provide ▇▇▇▇▇▇
Square with instructions for the transfer of such Shares
which include a signature guaranteed by a commercial bank,
trust company or member firm of a national securities
exchange and such other appropriate documentation to permit a
transfer, then ▇▇▇▇▇▇ Square shall register such Shares and
shall deliver them pursuant to instructions received from the
transferor, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"), and the laws
of the State of Delaware relating to the transfer of shares
of beneficial interest.
(c) Share Certificates. If at any time the Fund issues share
certificates, the following provisions will apply:
(i) The Trust will supply ▇▇▇▇▇▇ Square with a
sufficient supply of share certificates representing
Shares, in the form approved from time to time by the
Trustees of the Trust, and, from time to time, shall
replenish such supply upon request of ▇▇▇▇▇▇ Square.
Such share certificates shall be properly signed,
manually or by facsimile signature, by the duly
authorized officers of the Trust, and shall bear the
corporate seal or facsimile thereof of the Trust, and
notwithstanding the death, resignation or removal of any
officer of the Trust, such executed certificates bearing
the manual or facsimile signature of such officer shall
remain valid and may be issued to shareholders until
▇▇▇▇▇▇ Square is otherwise directed by Written
Instructions.
(ii) In the case of the loss or destruction of any
certificate representing Shares, no new certificate
shall be issued in lieu thereof, unless there shall
first have been furnished an appropriate bond of
indemnity issued by the surety company approved by
▇▇▇▇▇▇ Square.
(iii) Upon receipt of signed share certificates,
which shall be in proper form for transfer, and upon
cancellation or destruction thereof, ▇▇▇▇▇▇ Square shall
countersign, register and issue new certificates for the
same number of Shares and shall deliver them pursuant to
instructions received from the transferor, the rules and
regulations of the SEC, and the laws of the State of
Delaware relating to the transfer of shares of
beneficial interest.
(iv) Upon receipt of the share certificates, which
shall be in proper form for transfer, together with the
shareholder's instructions to hold such share
certificates for safekeeping, ▇▇▇▇▇▇ Square shall reduce
such Shares to uncertificated status, while retaining
the appropriate registration in the name of the
shareholder upon the transfer books.
(v) Upon receipt of written instructions from a
shareholder of uncertificated securities for a
certificate in the number of shares in its account,
▇▇▇▇▇▇ Square will issue such share certificates and
deliver them to the shareholder.
(d) Redemption of Shares. Upon receipt of a redemption order
from the Distributor or a shareholder, ▇▇▇▇▇▇ Square shall
redeem the number of Shares indicated thereon from the
redeeming shareholder's account and receive from the Trust's
Custodian and disburse pursuant to the redeeming
shareholder's instructions the redemption proceeds therefor,
or arrange for direct payment of redemption proceeds by the
Custodian to the redeeming shareholder or as instructed by
the shareholder, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and
among the Trust, ▇▇▇▇▇▇ Square and the Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust
agrees to notify ▇▇▇▇▇▇ Square promptly of any change in the
number of authorized Shares and of any change in the number
of Shares registered under the Securities Act of 1933, as
amended (the "1933 Act") or termination of the Trust's
declaration under Rule 24f-2 of the 1940 Act. The Trust has
advised ▇▇▇▇▇▇ Square, as of the date hereof, of the number
of Shares (a) held in any redemption or repurchase account,
and (b) registered under the 1933 Act, as amended, which are
unsold. In the event that the Trust shall declare a stock
dividend or a stock split, the Trust shall deliver to ▇▇▇▇▇▇
Square a certificate, upon which ▇▇▇▇▇▇ Square shall be
entitled to rely for all purposes, certifying (a) the number
of Shares involved, (b) that all appropriate corporate action
has been taken, and (c) that any amendment to the Agreement
and Declaration of Trust of the Trust which may be required
has been filed and is effective. Such certificate shall be
accompanied by an opinion of counsel to the Trust relating to
the legal adequacy and effect of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Trust shall ▇▇▇▇▇▇▇
▇▇▇▇▇▇ Square with appropriate evidence of action by the
Trust's Trustees authorizing the declaration and payment of
dividends and distributions as described in the Prospectus.
After deducting any amount required to be withheld by any
applicable tax laws, rules and regulations or other
applicable laws, rules and regulations, ▇▇▇▇▇▇ Square shall
in accordance with the instructions in proper form from a
shareholder and the provisions of the Agreement and
Declaration of Trust and Prospectus, issue and credit the
account of the shareholder with Shares, or, if the
shareholder so elects, pay such dividends or distributions in
cash to the shareholders in the manner described in the
Prospectus. In lieu of receiving from the Trust's Custodian
and paying to shareholders cash dividends or distributions,
▇▇▇▇▇▇ Square may arrange for the direct payment of cash
dividends and distributions to shareholders by the Custodian,
in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the
Trust, ▇▇▇▇▇▇ Square and the Trust's Custodian.
▇▇▇▇▇▇ Square shall prepare, file with the Internal
Revenue Service and other appropriate taxing authorities, and
address and mail to shareholders such returns and information
relating to dividends and distributions paid by the Trust as
are required to be so prepared, filed and mailed by
applicable laws, rules and regulations, or such substitute
form of notice as may from time to time be permitted or
required by the Internal Revenue Service. On behalf of the
Fund, ▇▇▇▇▇▇ Square shall mail certain requests for
shareholders' certifications under penalties of perjury and
pay on a timely basis to the appropriate Federal authorities
any taxes to be withheld on dividends and distributions paid
by the Fund, all as required by applicable Federal tax laws
and regulation.
In accordance with the Prospectus, resolutions of the
Trust's Trustees that are not inconsistent with this
Agreement and are provided to ▇▇▇▇▇▇ Square from time to
time, and such procedures and controls as are mutually agreed
upon from time to time by and among the Trust, ▇▇▇▇▇▇ Square
and the Trust's Custodian, ▇▇▇▇▇▇ Square shall (a) arrange
for issuance of Shares obtained through transfers of funds
from shareholders' accounts at financial institutions; (b)
arrange for the exchange of Shares for shares of other
eligible investment companies, when permitted by the
Prospectus.
8. COMMUNICATIONS WITH SHAREHOLDERS.
(a) Communications to Shareholders. ▇▇▇▇▇▇ Square will
address and mail all communications by the Fund to its
shareholders, including reports to shareholders,
confirmations of purchases and sales of Shares, monthly
statements, dividend and distribution notices and proxy
material for its meetings of shareholders. ▇▇▇▇▇▇ Square
will receive and tabulate the proxy cards for the meetings of
the shareholders of the Fund.
(b) Correspondence. ▇▇▇▇▇▇ Square will answer such
correspondence from shareholders, securities brokers and
others relating to its duties hereunder and such other
correspondence as may from time to time be mutually agreed
upon between ▇▇▇▇▇▇ Square and the Trust.
9. SERVICES TO BE PERFORMED. ▇▇▇▇▇▇ Square shall be
responsible for administering and/or performing transfer
agent functions, for acting as service agent in connection
with dividend and distribution functions and for performing
shareholder account administrative agent functions in
connection with the issuance, transfer and redemption or
repurchase (including coordination with the Trust's custodian
bank in connection with shareholder redemption by check) of
the Trust's Shares as set forth in Schedule B. The details
of the operating standards and procedures to be followed
shall be determined from time to time by agreement between
▇▇▇▇▇▇ Square and the Trust and may be expressed in written
schedules which shall constitute attachments to this
Agreement.
10. RECORD KEEPING AND OTHER INFORMATION.
(a) ▇▇▇▇▇▇ Square shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule C.
(b) ▇▇▇▇▇▇ Square shall create and maintain all necessary
records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by
Section 31(a) of the 1940 Act and the rules thereunder, as
the same may be amended from time to time, and those records
pertaining to the various functions performed by it
hereunder. All records shall be the property of the Trust at
all times and shall be available for inspection and use by
the Trust. Where applicable, such records shall be
maintained by ▇▇▇▇▇▇ Square for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
11. AUDIT, INSPECTION AND VISITATION. ▇▇▇▇▇▇ Square shall
make available during regular business hours all records and
other data created and maintained pursuant to this Agreement
for reasonable audit and inspection by the Trust or any
person retained by the Trust. Upon reasonable notice by the
Trust, ▇▇▇▇▇▇ Square shall make available during regular
business hours its facilities and premises employed in
connection with its performance of this Agreement for
reasonable visitation by the Trust, or any person retained by
the Trust.
12. COMPENSATION. Compensation for the transfer agent
services and duties performed pursuant to this Agreement will
be paid by the Trust. Certain other fees due and expenses
incurred pursuant to this Agreement are payable by the Trust
or the shareholder on whose behalf the service is performed
and are provided in Schedule D hereto.
The Trust shall reimburse ▇▇▇▇▇▇ Square for all
reasonable out-of-pocket expenses incurred by ▇▇▇▇▇▇ Square
or its agents in the performance of its obligations
hereunder. Such reimbursement for expenses incurred in any
calendar month shall be made on or before the tenth day of
the next succeeding month.
The term "out-of-pocket expenses" shall mean the
following expenses incurred by ▇▇▇▇▇▇ Square in the
performance of its obligations hereunder: the cost of per
account fees or other charges payable to parties who provide
sub-transfer agency services to shareholders pursuant to
agreements with ▇▇▇▇▇▇ Square, the cost of stationery and
forms (including but not limited to checks, proxy cards, and
envelopes), the cost of postage, the cost of insertion of non-
standard size materials in mailing envelopes and other
special mailing preparation by outside firms, the cost of
first-class mailing insurance, the cost of external
electronic communications as approved by the Trustees (to
include telephone and telegraph equipment and an allocable
portion of the cost of personnel responsible for the
maintenance of such equipment), toll charges, data
communications equipment and line charges and the cost of
microfilming of shareholder records (including both the cost
of storage as well as charges for access to such records).
If ▇▇▇▇▇▇ Square shall undertake the responsibility for
microfilming shareholder records, it may be separately
compensated therefor in an amount agreed upon by the
principal financial officer of the Trust and ▇▇▇▇▇▇ Square,
such amount not to exceed the amount which would be paid to
an outside firm for providing such microfilming services.
13. USE OF ▇▇▇▇▇▇ SQUARE'S NAME. The Trust shall not use the
name of ▇▇▇▇▇▇ Square in any Prospectus, SAI, sales
literature or other material relating to the Trust in a
manner not approved prior thereto, provided, however, that
▇▇▇▇▇▇ Square shall approve all uses of its name which merely
refer in accurate terms to its appointments hereunder or
which are required by the SEC or a state securities
commission and, provided further, that in no event shall such
approval be unreasonably withheld.
14. USE OF TRUST'S NAME. ▇▇▇▇▇▇ Square shall not use the
name of the Trust or the Fund of the Trust or material
relating to the Trust or the Fund on any checks, bank drafts,
bank statements or forms for other than internal use in a
manner not approved prior thereto, provided, however, that
the Trust shall approve all uses of its name which merely
refer in accurate terms to the appointment of ▇▇▇▇▇▇ Square
hereunder or which are required by the SEC or a state
securities commission, and, provided, further, that in no
event shall such approval be unreasonably withheld.
15. SECURITY. ▇▇▇▇▇▇ Square represents and warrants that, to
the best of its knowledge, the various procedures and systems
which ▇▇▇▇▇▇ Square has implemented with regard to
safeguarding from loss or damage attributable to fire, theft
or any other cause (including provision for twenty-four hours
a day restricted access) the Trust's blank checks, records
and other data and ▇▇▇▇▇▇ Square's records, data, equipment,
facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such
changes therein from time to time as in its judgment are
required for the secure performance of its obligations
hereunder. The parties shall review such systems and
procedures on a periodic basis.
16. INSURANCE. ▇▇▇▇▇▇ Square shall notify the Trust should
any of its insurance coverage be materially changed. Such
notification shall include the date of change and the reason
or reasons therefor. ▇▇▇▇▇▇ Square shall notify the Trust of
any material claims against it, whether or not they may be
covered by insurance and shall notify the Trust from time to
time as may be appropriate of the total outstanding claims
made by ▇▇▇▇▇▇ Square under its insurance coverage.
17. ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement
nor any rights or obligations hereunder may be assigned by
▇▇▇▇▇▇ Square without the written consent of the Trust.
▇▇▇▇▇▇ Square may, however, at any time or times in its
discretion appoint (and may at any time remove) any other
bank or trust company, which is itself qualified under the
Securities Exchange Act of 1934, as amended (the "1934 Act")
to act as a transfer agent, as its agent to carry out such of
the services to be performed under this agreement as ▇▇▇▇▇▇
Square may from time to time direct, or sub-contract with
other parties for the provision of all or part of such
services as approved by the Trust; provided, however, that
the appointment of any agent shall not relieve ▇▇▇▇▇▇ Square
of any of its responsibilities or liabilities hereunder.
18. INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless ▇▇▇▇▇▇
Square and any officer, director, or employee of ▇▇▇▇▇▇, nor
any person who controls ▇▇▇▇▇▇ Square within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the 1934 Act
(collectively, "▇▇▇▇▇▇ Square Affiliates") from all taxes,
charges, expenses, assessments, claims and liabilities
including, without limitation, liabilities arising under the
1933 Act, the 1934 Act and any state and foreign securities
laws, and amendments thereto (the "Securities Laws"), and
expenses, including without limitation reasonable attorneys'
fees and disbursements arising directly or indirectly from
any action or omission to act which ▇▇▇▇▇▇ Square takes (i)
at the request of or on the direction of or in reliance on
the advice of the Trust or (ii) upon Oral or Written
Instructions. No ▇▇▇▇▇▇ Square Affiliate shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of any such person's own willful
misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement.
(b) ▇▇▇▇▇▇ Square agrees to indemnify and hold harmless the
Trust from all taxes, charges, expenses, assessments, claims
and liabilities arising from ▇▇▇▇▇▇ Square's obligations
pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws, and amendments
thereto) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements arising directly
or indirectly out of ▇▇▇▇▇▇ Square's or its nominees' own
willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement.
(c) In order that the indemnification provisions contained in
this Section 18 shall apply, upon the assertion of a claim
for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly
notify the other party of such assertion, and shall keep the
other party advised with respect to all developments
concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other
party may be required to indemnify it except with the other
party's prior written consent.
19. RESPONSIBILITY OF ▇▇▇▇▇▇ SQUARE. In the performance of
its duties under this Agreement, ▇▇▇▇▇▇ Square shall be
obligated to exercise due care and diligence in the
performance of its duties hereunder, to act in good faith and
to use its best efforts in performing services provided for
under this Agreement. ▇▇▇▇▇▇ Square shall not be under any
duty to take any action on behalf of the Trust except as
specifically set forth herein or as may be specifically
agreed to by ▇▇▇▇▇▇ Square in writing. Neither ▇▇▇▇▇▇ Square
nor any officer, employees or director of ▇▇▇▇▇▇ Square shall
be liable for any error of judgment or mistake of law, or for
any loss suffered by the Trust in connection with the matters
to which this Agreement relates except to the extent such
damages arise out of ▇▇▇▇▇▇ Square's own gross negligence,
bad faith or willful misfeasance, or reckless disregard of
obligations and duties under this Agreement.
Any person, even though also an officer, director,
employee or agent of ▇▇▇▇▇▇ Square or any of its affiliates
who may be or become an officer or director of the Trust,
shall be deemed, when rendering services to the Trust as such
officer or acting on any business of the Trust in such
capacity (other than services or business in connection with
▇▇▇▇▇▇ Square's duties under this Agreement), to be rendering
such services to or acting solely for the Trust and not as an
officer, director, employee or agent or one under the control
or direction of ▇▇▇▇▇▇ Square or any of its affiliates, even
though paid by one of those entities. ▇▇▇▇▇▇ Square shall
not be liable or responsible for any acts or omissions of any
predecessor administrator or any other persons having
responsibility for matters to which this Agreement relates
nor shall ▇▇▇▇▇▇ Square be responsible for reviewing any
such act or omissions.
Without limiting the generality of the foregoing or of
any other provision of this Agreement, ▇▇▇▇▇▇ Square, in
connection with its duties under this Agreement, shall not be
under any duty or obligation to inquire into and shall not be
liable for (a) the validity or invalidity or authority or
lack thereof of any Oral or Written Instruction, notice or
other instrument which conforms to the applicable
requirements of this Agreement, and which ▇▇▇▇▇▇ Square
reasonably believes to be genuine; or (b) subject to the
provisions of Section 20, delays or errors or loss of data
occurring by reason of circumstances beyond ▇▇▇▇▇▇ Square's
control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, flood or
catastrophe, acts of God, insurrection, war, riots or failure
of the mails, transportation, communication or power supply.
20. ACTS OF GOD, ETC. ▇▇▇▇▇▇ Square shall not be liable for
delays or errors occurring by reason of circumstances beyond
its control, including but not limited to acts of civil or
military authority, national emergencies, labor difficulties,
fire, flood or catastrophe, acts of God, insurrection, war,
riots, or failure of the mails, transportation, communication
or power supply. In the event of equipment breakdowns beyond
its control, ▇▇▇▇▇▇ Square shall, at no additional expense to
the Trust, take reasonable steps to minimize service
interruptions but shall have no liability with respect
thereto. ▇▇▇▇▇▇ Square shall enter into and shall maintain
in effect with appropriate parties one or more agreements
making reasonable provision for emergency use of electronic
data processing equipment to the extent appropriate equipment
is available.
21. REGISTRATION STATEMENT AMENDMENTS. ▇▇▇▇▇▇ Square and the
Trust shall regularly consult with each other regarding
▇▇▇▇▇▇ Square's performance of its obligations and its
compensation hereunder. In connection therewith, the Trust
shall submit to ▇▇▇▇▇▇ Square at a reasonable time in advance
of filing with the SEC copies of any amended or supplemented
registration statements (including exhibits) under the 1933
Act, as amended, and the 1940 Act, and a reasonable time in
advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service
offered by the Trust. Any change in such material which
would require any change in ▇▇▇▇▇▇ Square's obligations
hereunder shall be subject to ▇▇▇▇▇▇ Square's approval, which
shall not be unreasonably withheld. In the event that such
change materially increases the cost to ▇▇▇▇▇▇ Square of
performing its obligations hereunder, ▇▇▇▇▇▇ Square shall be
entitled to receive reasonable compensation therefor.
22. DURATION, TERMINATION, ETC. Neither this Agreement nor
any provisions hereof may be changed, waived, discharged or
terminated orally, but only by written instrument which shall
make specific reference to this Agreement and which shall be
signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
This Agreement shall become effective on the day and
year first written above, and shall continue in effect for
one year from the effective date, and thereafter as the
parties may mutually agree; provided, however, that this
Agreement may be terminated at any time by six months'
written notice given by ▇▇▇▇▇▇ Square to the Trust or six
months' written notice given by the Trust to ▇▇▇▇▇▇ Square;
and provided further that this Agreement may be terminated
immediately at any time for cause either by the Trust or by
▇▇▇▇▇▇ Square in the event that such cause remains unremedied
for a period of time not to exceed ninety days after receipt
of written specification of such cause. Any such termination
shall not affect the rights and obligations of the parties
under Section 18 hereof.
Upon the termination hereof, the Trust shall reimburse
▇▇▇▇▇▇ Square for any out-of-pocket expenses reasonably
incurred by ▇▇▇▇▇▇ Square during the period prior to the date
of such termination. In the event that the Trust designates
a successor to any of ▇▇▇▇▇▇ Square's obligations hereunder,
▇▇▇▇▇▇ Square shall, at the expense and direction of the
Trust, transfer to such successor a certified list of the
shareholders of the Trust (with name, address, and, if
provided, tax identification or Social Security number), a
complete record of the account of each shareholder, and all
other relevant books, records and other data established or
maintained by ▇▇▇▇▇▇ Square hereunder. ▇▇▇▇▇▇ Square shall
be liable for any losses sustained by the Trust as a result
of ▇▇▇▇▇▇ Square's failure to accurately and promptly provide
these materials.
23. REGISTRATION AS A TRANSFER AGENT. ▇▇▇▇▇▇ Square
represents that it is currently registered with the
appropriate Federal agency for the registration of transfer
agents, and that it will remain so registered for the
duration of this Agreement. ▇▇▇▇▇▇ Square agrees that it
will promptly notify the Trust in the event of any material
change in its status as a registered transfer agent. Should
▇▇▇▇▇▇ Square fail to be registered with the Federal Deposit
Insurance Corporation or any successor regulatory authority
as a transfer agent at any time during this Agreement, the
Trust may, on written notice to ▇▇▇▇▇▇ Square, immediately
terminate this Agreement.
24. NOTICE. Any notice under this Agreement shall be given
in writing addressed and delivered or mailed, postage
prepaid, to the other party to this Agreement at its
principal place of business.
25. 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.
26. GOVERNING LAW. To the extent that state law has not been
preempted by the provisions of any law of the United States
heretofore or hereafter enacted, as the same may be amended
from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the State of
Delaware.
27. SHAREHOLDER LIABILITY. ▇▇▇▇▇▇ Square is hereby expressly
put on notice of the limitation of shareholder liability as
set forth in the Agreement and Declaration of Trust of the
Trust and agrees that obligations assumed by the Trust
pursuant to this Agreement shall be limited in all cases to
the Trust and its assets. ▇▇▇▇▇▇ Square agrees that it shall
not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Trust, nor
from the Trustees or any individual Trustee of the Trust.
28. MISCELLANEOUS. Both parties agree to perform such
further acts and execute such further documents as are
necessary to effectuate the purposes hereof. 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 otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two counterparts,
each of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the day and year first written above.
KALMAR POOLED INVESTMENT TRUST
By: /s/ Ford ▇. ▇▇▇▇▇▇, ▇▇.
----------------------
Ford ▇. ▇▇▇▇▇▇, ▇▇., President
▇▇▇▇▇▇ SQUARE MANAGEMENT
CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
FUND LISTING
Kalmar "Growth-with Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
SCHEDULE B
KALMAR POOLED INVESTMENT TRUST
SERVICES TO BE PERFORMED
▇▇▇▇▇▇ Square Management Corporation ("▇▇▇▇▇▇ Square") will
perform the following functions as transfer agent on an ongoing
basis with respect to the Fund:
(a) furnish state-by-state notification, qualification or
registration reports;
(b) calculate sales load or compensation payment and provide
such information;
(c) calculate dealer commissions;
(d) provide toll-free lines for direct shareholder use, plus
customer liaison staff with on-line inquiry capacity;
(e) mail duplicate confirmations to dealers of their clients'
activity, whether executed through the dealer or directly
with ▇▇▇▇▇▇ Square;
(f) provide detail for underwriter or broker confirmations
and other participating dealer shareholder accounting,
in accordance with such procedures as may be agreed upon
between the Trust and ▇▇▇▇▇▇ Square;
(g) provide shareholder lists and statistical information
concerning accounts of the Fund to the Trust; and
(h) provide timely notification of Fund activity and such
other information as may be agreed upon from time to time
between ▇▇▇▇▇▇ Square and the Fund or the Custodian, to the
Trust or the Custodian.
SCHEDULE C
KALMAR POOLED INVESTMENT TRUST
SHAREHOLDER RECORDS
▇▇▇▇▇▇ Square Management Corporation ("▇▇▇▇▇▇ Square") shall
maintain records of the accounts for each shareholder showing the
following information:
(a) name, address and United States Tax Identification or
Social Security number;
(b) number of Shares held and number of Shares for which
certificates, if any, have been issued, including
certificate numbers and denominations;
(c) historical information regarding the account of each
shareholder, including dividends and distributions paid
and the date and price for all transactions on a shareholder's
account;
(d) any stop or restraining order placed against a
shareholder's account;
(e) any correspondence relating to the current maintenance of
a shareholder's account;
(f) information with respect to withholdings; and,
(g) any information required in order for ▇▇▇▇▇▇ Square to
perform any calculations contemplated or required by this
Agreement.
SCHEDULE D
KALMAR POOLED INVESTMENT TRUST
FEE SCHEDULE
For the services ▇▇▇▇▇▇ Square provides under the Transfer Agency
Agreement attached hereto, Kalmar Pooled Investment Trust (the
"Trust") agrees to pay ▇▇▇▇▇▇ Square a fee for each class of
shares for each portfolio for transfer agency services equal to
the following:
Fee per Annum
Type of Trust/Account per Account
--------------------- -------------
Annual, Semi-Annual or Quarterly Dividend $15.00/year
Monthly Dividend $16.50/year
Daily Accrual Fund $18.00/year
subject to a $22,500 minimum.
Inactive Accounts: $0.50 per account per month
Checkwriting: $2.00 per account with
checkwriting, per year
$0.15 per check (non-return)
$15.00 each - stop payment
$25.00 each - non-sufficient
funds
$2.50 each check copy
calculated on a group basis and subject to a $22,500 minimum.
This transfer agency fee shall be pro-rated and payable
monthly as soon as practicable after the last day of each
month based on the average of the daily net assets of each
Portfolio, as determined at the close of business on each day
throughout the month.
Out of pocket expenses shall be reimbursed by the Trust to
▇▇▇▇▇▇ Square or paid directly by the Trust. Such expenses
include but are not limited to the following:
TRANSACTION CHARGES:
12b-1 Calculation - $.25 per account, per run
Exchange Fees - $5.00 per transaction
Wire fee for receipt or disbursement - $7.50 receipt per
wire, $12.50 disbursement
ACH transaction charges - $0.25 per transaction
Lockbox processing - $0.06 per transaction
New Account Opening - $0.40 electronic interface; paper
application $3.50 per account
Master/Omnibus Account - $7.50 per broker call placed
transaction
ADDITIONAL EXPENSES:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current
prevailing rates)
d. Hardware/phone lines for remote terminal(s) (if
required)
e. Microfiche/Microfilm
f. Mailing fee - approximately $45.00 per 1,000 items
g. Cost of proxy solicitation, mailing and tabulation (if
required)
h. Certificate issuance - $5.00 per certificate
i. Record retention storage - $3.50 per cubic foot per
month
j. Development/programming costs/special projects (i.e.
ad hoc reports)
* Ad-hoc report set up $125 plus $0.012 per record
passed
k. "B" notice mailing - $5.00 per item
l. Locating lost shareholders in anticipation of
escheating - $7.50 per name
m. Labels - $0.12 per label ($75 minimum)
n. Commission Calculation - $0.25 per account
o. Reruns for incorrect NAV's, dividends or mil rates,
late NAV's
p. Consolidated Statements - to be determined, time and
materials
q. Fulfillment - $2.00 per call plus vendor handling and
postage
r. Retroactive Record Dates for Dividends, Proxies, etc.
s. Conversion Expenses - to be determined, time and
materials
ADDITIONAL EXPENSES (PAID BY SHAREHOLDER):
Direct ▇▇▇/▇▇▇▇▇ processing $10.00 per account per
annum
$ 7.50 new account set-up
fee
$ 2.50 per distribution
$10.00 per transfer out
FUND/SERV/NETWORKING CHARGES
1. - FUND/SERV
Participation Fee $50.00 per month
CPU Access Fee $40.00 per month
Transaction Fee $ .50 per transaction
NSCC will deduct it's monthly fee on the 15th of each month
from ▇▇▇▇▇▇ Square's cash settlement that day. These charges
will be included on the next month's T/A ▇▇▇▇ as out-of-
pocket expenses.
2. - Networking
Participation Fee $250.00 per month
CPU Access Fee $ 40.00 per month
Account Fee $ .045 per month
on monthly dividend funds
$ 030 per month on all
other dividend payables
▇▇▇▇▇▇ SQUARE SYSTEM ACCESS CHARGES FOR NSCC
1. - FUND/SERV
Base Facility Use Fee $500.00 per month
Transaction Fee $ .25 per transaction
Plus: out-of-pocket expenses for settlements, wire charges,
NSCC pick-up charges, etc.
2. - Networking
Base Facility Use Fee $500.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $ .30 per account/month
▇▇▇▇▇ ▇ $ .10 per account/month
PAYMENT
The above will be billed within the first five (5) business
days of each month and will be paid by wire within five (5)
business days of receipt.
LIQUIDATED DAMAGES:
Upon the termination of the attached Agreement within the
initial one (1) year term by the Trust or the Trust's Board of
Trustees, the Trust shall pay to ▇▇▇▇▇▇ Square six (6) months of
base fees in liquidated damages with respect to each Portfolio.
