Exhibit 6a
DISTRIBUTION AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
PROVIDENT DISTRIBUTORS, INC.
THIS DISTRIBUTION AGREEMENT is made as of the 17th day of
February, 1998, between Kalmar Pooled Investment Trust, a Delaware business
trust (the "Trust"), having its principal place of business in Greenville,
Delaware, and Provident Distributors, Inc., a corporation organized under the
laws of the State of Delaware (the "Distributor"), having its principal place of
business in West Conshohocken, Pennsylvania.
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 sale one or more 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 individual
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 of shares, 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
Distributor, with such assistance from its affiliates as the latter may provide;
and the Distributor 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 "Funds"), as such Schedule shall be amended from time to
time on the terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties agree as follows:
1. SALE OF SHARES. The Trust grants to the Distributor the right to sell
shares of beneficial interest in all classes or Series of the Trust,
now or hereafter created, (the "Shares") on its behalf during the term
of this Agreement and subject to the registration requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and of the laws
governing the sale of securities in various states (the "Blue Sky
Laws") under the following terms and conditions: the Distributor (i)
shall have the right to sell, as agent on behalf of the Trust, Shares
authorized for issue and registered under the 1933 Act, (ii) shall sell
such Shares
only in compliance with applicable law, the terms set forth in the
Trust's currently effective registration statement, in accordance with
any plan of distribution adopted by the Trust and in compliance with
any limitations which may be imposed by the Trustees of the Trust.
2. SELLING AGREEMENTS. Subject to the supervisory authority of the
Trustees of, and on such terms as are authorized by, the Trust, the
Distributor may enter into agreements with financial or investment
consultants, brokers, dealers or other ("Selling Dealers") for the
provision of distribution services related to the sale of Shares as
well as other shareholder services as agreed by the affected parties.
The Distributor will only act as principal in entering into such
agreement.
3. SALE OF SHARES BY THE TRUST. The rights granted to the Distributor
shall be non-exclusive in that the Trust reserves the right to sell its
Shares to investors on applications received and accepted by the Trust.
Further, the Trust reserves the right to issue Shares in connection
with (a) the merger or consolidation, or acquisition by the Trust
through purchase or otherwise, with any other investment company, trust
or personal holding company; (b) the payment or reinvestment of
dividends or distributions; or (c) any offer of exchange permitted by
Section 11 of the 1940 Act.
4. SHARES COVERED BY THIS AGREEMENT. This Agreement shall apply to issued
Shares of all Series of the Trust, Shares of all Series of the Trust
held in its treasury in the event that in the discretion of the Trust
treasury Shares shall be sold, and Shares of all Series of the Trust
repurchased for resale.
5. PUBLIC OFFERING PRICE. Except as otherwise noted in the Trust's current
prospectuses (the "Prospectus") or Statements of Additional Information
(the "SAI") with respect to each Series or class, all Shares sold to
investors will be sold at the public offering price. The public
offering price for all accepted subscriptions will be the net asset
value per share, plus any applicable sales charge on such shares,
determined in the manner described in the Trust's current Prospectus or
SAI with respect to the applicable Series or class.
6. SUSPENSION OF SALES. If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for Shares shall be processed by the Distributor except such
unconditional orders placed with the Distributor before it had
knowledge of the suspension. In addition, the Trust reserves the right
to suspend sales and the Distributor's authority to process orders for
Shares on behalf of the Trust if, in the judgment of the Trust, it is
in the best interests of the Trust to do so. Suspension will continue
for such period as may be determined by the Trust. In addition, the
Distributor reserves the right to reject any purchase order.
7. SOLICITATION OF SALES. In consideration of these rights granted to the
Distributor, the
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Distributor agrees to use all reasonable efforts, consistent with its
other business, to secure purchasers for Shares of the Trust. This
shall not prevent the Distributor from entering into like arrangements
(including arrangements involving the payment of underwriting
commissions) with other issuers.
8. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized by the
Trust to give any information or to make any representations other than
those contained in the appropriate registration statements.
Prospectuses or SAIs filed with the Securities and Exchange Commission
under the 1933 Act (as those registration statements, Prospectuses and
SAIs may be amended from time to time), or contained in shareholder
reports or other material that may be prepared by or on behalf of the
Trust for the Distributor's use. This shall not be construed to prevent
the Distributor from preparing and distributing, in compliance with
applicable laws and regulations, sales literature or other material as
it may deem appropriate. The Distributor will furnish or cause to be
furnished copies of such sales literature or other material to the
President of the Trust or his designee and will provide him with a
reasonable opportunity to comment on it. The Distributor agrees to take
appropriate action to cease using such sales literature or other
material to which the Trust reasonably objects as promptly as
practicable after receipt of the objection.
9. REGISTRATION OF SHARES. The Trust agrees that it will take all action
necessary to register Shares under the 1933 Act (subject to the
necessary approval, if any, of its shareholders) so that there will be
available for sale the number of Shares the Distributor may reasonably
be expected to sell. The Trust shall furnish to the Distributor copies
of all information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the
distribution of Shares of each Series of the Trust.
10. EXPENSES, COMPENSATION AND REIMBURSEMENT
a. The Trust shall pay all fees and expenses:
i. in connection with the preparation, typesetting and
filing of any registration statement, Prospectus and
SAI under the 1933 Act, and any amendments thereto,
for the issue of its Shares;
ii. in connection with filings required in connection
with the Sale of Shares for sale in the various
states in which the Board of Trustees (the
"Trustees") of the Trust shall determine it advisable
to offer such Shares for sale (including registering
the Trust or Series as a broker or dealer or any
officer of the Trust as agents or salesperson in any
state);
iii. of preparing, typesetting, printing and mailing any
report or other communication to shareholders of the
Trust in their capacity as such; and
iv. of preparing, typesetting, printing and mailing
Prospectuses, SAIs, and any supplements thereto, sent
to existing shareholders.
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b. The Distributor shall pay expenses of:
i. printing and distributing Prospectuses, SAIs and
reports prepared for its use in connection with the
offering of the Shares for sale to the public;
ii. any other literature used in connection with such
offering; and
iii. advertising in connection with such offering.
c. In addition to the services described above, Distributor will
provide services including assistance in the production of
marketing and advertising materials for the sale of Shares of
the Trust and their review for compliance with applicable
regulatory requirements, entering into dealer agreements with
broker-dealers to sell Shares of the Trust and will notify the
Trust of any conditions that develop that would adversely
affect the performance of the dealer's obligation under the
selling agreement.
d. In connection with the services to be provided by the
Distributor under this Agreement, the Distributor shall
receive reimbursement from the Trust's investment adviser for
fees and expenses (which may include without limitation
reimbursement for the expenses incurred pursuant to Section
9(b) hereof incurred pursuant to this Agreement.
11. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act and Section 20(a) of the
Securities Act of 1934 (the "1934 Act") against any loss,
liability, claim, damages or expense (including the reasonable
cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel
fees incurred in connection therewith) arising by reason of
any person acquiring any Shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
the Trust or any of its employees or representatives, or based
upon the grounds that the registration statements,
Prospectuses, SAIs, shareholder reports or other information
filed or made public by the Trust (as from time to time
amended) included an untrue statement of material fact or
omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading.
However, the Trust does not agree to indemnify the Distributor
or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with,
information furnished to the Trust in writing by or on behalf
of the Distributor. In no case (i) is the indemnity of the
Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or
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any person against any liability to the Trust or its security
holders to which the Distributor or such person would
otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this Section 10(a)
with respect to any claim made against the Distributor or any
person indemnified unless the Distributor or person, as the
case may be, shall have notified the Trust in writing of the
claim within a reasonable time after the summons or other
first written notification giving information of the nature of
the claim shall have been served upon the Distributor or any
such person or after the Distributor or such person shall have
received notice of service on any designated agent. However,
failure to notify the Trust of any claim shall not relieve the
Trust from any liability which it may have to the Distributor
or any person against whom such action is brought other than
on account of its indemnity agreement contained in this
Section 10(a). The Trust shall be entitled to participate at
its own expense in the defense, or, if it so elects, to assume
the defense of any suit brought to enforce any claims, but if
the Trust elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to the
Distributor, or person or persons, defendant or defendants in
the suit. In the event the Trust elects to assume the defense
of any suit and retain counsel, the Distributor, officers or
directors or controlling person(s) or defendant(s) in the
suit, shall bear the fees and expenses of any additional
counsel retained by them. If the Trust does not elect to
assume the defense of any suit, it will reimburse the
Distributor, officers or directors or controlling person(s) or
defendant(s) in the suit, for the reasonable fees and expenses
of any counsel retained by them. The Trust agrees to notify
the Distributor promptly of the commencement of any litigation
or proceedings against it or any of its officers or Trustees
in connection with the issuance or sale of any of the Shares.
b. The Distributor also covenants and agrees that it will
indemnify and hold harmless the Trust and each of the members
of its Trustees and officers and each person, if any, who
controls the Trust within the meaning of Section 15 of the
1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable costs of investing or
defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection
therewith) arising by reason of any person acquiring any
Shares, based upon the 1933 Act or any other statute or common
law, alleging any wrongful act of the Distributor or any of
this employees or representatives, or alleging that the
registration statements, Prospectuses, SAIs, shareholder
reports or other information filed or made public by the Trust
(as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not
misleading, insofar as the
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statement or omission was made in reliance upon, and in
conformity with, information furnished in writing to the Trust
by or on behalf of the Distributor. In no case (i) is the
indemnity of the Distributor in favor of the Trust or any
person indemnified to be deemed to protect the Trust or any
person against any liability to which the Trust or such person
would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties
or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this Section
10(b) with respect to any claim made against the Trust or any
person indemnified unless the Trust or person, as the case may
be, shall have notified the Distributor in writing of the
claim within a reasonable time after the summons or other
first written notification giving information of the nature of
the claim shall have been served upon the Trust or any such
person or after the Trust or such person shall have received
notice of service on any designated agent. However, failure to
notify the Distributor of any claim shall not relieve the
Distributor from any liability which it may have to the Trust
or any person against whom the action is brought other than on
account of its indemnity agreement contained in this Section
10(b). In the case of any notice to the Distributor, it shall
be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense of any
suit brought to enforce any claims, but if the Distributor
elects to assume the defense, the defense shall be conducted
by counsel chosen by it and satisfactory to the Trust, to its
officers and Trustees and to any controlling person(s) or any
defendants(s) in the suit. In the event the Distributor elects
to assume the defense of any suit and retain counsel, the
Trust or controlling person(s) or defendant(s) in the suit,
shall bear the fees and expenses of any additional counsel
retained by them. If the Distributor does not elect to assume
the defense of any suit, it will reimburse the Trust, its
officers or Trustees, controlling person(s) or defendant(s) in
the suit, for the reasonable fees and expenses of any counsel
retained by them. The Distributor agrees to notify the Trust
promptly of the commencement of any litigation or proceedings
against it in connection with the issue and sale of any of the
Shares.
12. EFFECTIVENESS TERMINATION, ETC. This Agreement shall become effective
on the day and year first written above, and unless terminated as
provided, shall continue in force for one (1) year from the date of its
execution and thereafter from year to year, provided its continuance
after the one (1) year period is approved at least annually by either
(i) a majority of the Trustees of the Trust or (ii) a majority of the
outstanding voting securities of the Trust, provided that in either
event its continuance also is approved by the vote of a majority of
those Trustees of the Trust who are not interested persons of the
Trust, who have no direct or indirect financial interest in the
operation of any Plan of the Trust or any agreements related to the
Plan and who are not parties to this Agreement or interested persons of
any party, cast in person at a meeting called for the purpose of voting
on the
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approval. This Agreement shall automatically terminate in the event of
its assignment. As used in this Section 12, the terms "vote of a
majority of the outstanding voting securities," "assignment" and
"interested person" shall have the respective meanings specified in the
1940 Act and the rules enacted thereunder as now in effect or as
hereafter amended. In addition to termination by failure to approve
continuance or by assignment, this Agreement may at any time be
terminated without the payment of any penalty by vote of a majority of
the Trustees of the Trust who are not interested persons of the Trust
and who have no direct or indirect financial interest in the operation
of any Plan of the Trust or any agreements related to the Plan, or by
vote of a majority of the outstanding voting securities of the Trust,
on not more than sixty (60) days' written notice to the Trust. This
Agreement may be terminated by the Distributor upon not less than sixty
(60) days' prior written notice to the Trust.
13. NOTICE. Any notice under this Agreement shall be given in writing
addressed and hand delivered or sent by registered or certified mail,
postage prepaid, to the other party to this Agreement at its principal
place of business.
14. 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.
15. 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.
16. SHAREHOLDER LIABILITY. The Distributor 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, and if the liability
relates to one or more series, the obligations hereunder shall be
limited to the respective assets of such series. The Distributor
further agrees that it shall not seek satisfaction of any such
obligation from the shareholders or any individual shareholder of a
series of the Trust, nor from the Trustees or any individual Trustee of
the Trust.
17. MISCELLANEOUS. Each party agrees 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 in two counterparts, each of which taken
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first written above.
KALMAR POOLED INVESTMENT TRUST
BY: /S/ FORD ▇. ▇▇▇▇▇▇, ▇▇.
____________________________
Ford ▇. ▇▇▇▇▇▇, ▇▇., President
PROVIDENT DISTRIBUTORS, INC.
BY: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
____________________________
Acknowledgment as to reimbursement with
respect to marketing expenses of Provident
Distributors, Inc., as Distributor
Kalmar Investment Advisers, as Investment Adviser
By: /S/ FORD ▇. ▇▇▇▇▇▇, ▇▇.
______________________________
Ford ▇. ▇▇▇▇▇▇, ▇▇., President
Date: 2/17/98
______________________________
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APPENDIX A
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
FUND LISTING
Kalmar "Growth-with-Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
