Exhibit 8
CUSTODY AGREEMENT
This Agreement is made as of the 5th day of December, 1996, between,
Kalmar Pooled Investment Trust, a business trust organized under the laws of
Delaware (the "Trust"), having its principal place of business in Wilmington,
Delaware, and Wilmington Trust Company, a Delaware corporation (the
"Custodian"), 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 one or more distinct series of shares of
beneficial interest (each series, a "Fund" and collectively, the "Funds"), par
value $_________ per share, each Fund corresponding to a distinct portfolio;
WHEREAS, each share of beneficial interest (collectively, "Shares") of a
Fund represents an undivided interest in the assets of that Fund, subject to
the liabilities of that Fund, as more fully described in the Declaration of
Trust pursuant to which the Trust is created and governed;
WHEREAS, the Trust desires to employ the Custodian to provide custody
services; and
WHEREAS, the Custodian is willing to furnish custody services to the
Trust on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties agree as
follows:
I. EMPLOYMENT OF CUSTODIAN; PROPERTY OF THE TRUST TO BE HELD BY THE
CUSTODIAN
The Trust hereby employs the Custodian as the custodian of its assets.
The Trust agrees to deliver to the Custodian substantially all securities and
cash owned by it on behalf of the Fund(s) from time to time, and substantially
all income, principal, capital distributions or other payments received by it
with respect to such securities, and the cash consideration received for the
issuance and sale of Shares of the Trust from time to time. The Custodian
will not be responsible for any property of the Trust not delivered to the
Custodian.
II. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE TRUST HELD BY THE
CUSTODIAN
A. HOLDING SECURITIES
The Custodian will hold, earmark and physically segregate for the account
of each Fund all non-cash property, including all securities owned by the
Trust on behalf of the Fund(s), other than securities maintained pursuant to
Article II, Section J hereof in a clearing agency which acts as a securities
depository or in an authorized book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein as a ``Securities
System.''
B. DELIVERY OF SECURITIES
The Custodian will deliver securities held by the Custodian or in a
Securities System account only upon receipt of proper instructions, which may
be continuing instructions, and only in the following cases:
1. Upon sale of such securities for the account of each Fund and
receipt of payment therefor;
2. Upon receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust with
respect to any Fund;
3. In the case of a sale effected through a Securities System, in
accordance with the provisions of Article II, Section J hereof;
4. To the depository agent in connection with tenders or other
similar offers for securities of each Fund;
5. To the issuer thereof, or its agent, when such securities are
called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be
delivered to the Custodian;
6. To the issuer thereof, or its agent, for registration or re-
registration pursuant to the provisions of Article II, Section C
hereof; or for exchange for a different number of certificates or
other evidence representing the same aggregate face amount or number
of units; provided that, in any such case, the new securities are to
be delivered to the Custodian;
7. To the broker selling such securities for examination in
accordance with the ``street delivery'' custom; provided that the
Custodian will maintain procedures to ensure prompt return to the
Custodian by the broker in the event the broker elects not to accept
such securities;
8. For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Custodian;
9. In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;
10. For delivery in connection with any loans of securities made by
the Trust on behalf of any Fund, but only against receipt of
adequate collateral, as agreed upon from time to time by the
Custodian and the Trust, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities;
11. For delivery as security in connection with any borrowing by
the Trust on behalf of any Fund requiring a pledge of assets by the
Trust on behalf of that Fund against receipt of amounts borrowed;
12. Upon receipt of instructions from the transfer agent for the
Trust (the "Transfer Agent") for delivery to the Transfer Agent or
to holders of Shares in connection with distributions in kind in
satisfaction of requests by holders of Shares for repurchase or
redemption; and
13. For any other proper corporate purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Board of Trustees signed by an officer of the
Trust and certified by the Secretary or an Assistant Secretary,
specifying the securities to be delivered, setting forth the purpose
for which such delivery is to be made, declaring such purposes to be
proper corporate purposes, and naming the persons to whom delivery
of such securities will be made.
C. REGISTRATION OF SECURITIES
Securities held by the Custodian (other than bearer securities) will be
registered in the name of the Trust on behalf of the Fund(s), or in the name
of any nominee of the Trust, the Custodian or any Securities System, or in the
name or nominee name of any agent or sub-custodian appointed pursuant to
Article II, Section I hereof, provided that the Custodian will maintain a
mechanism for identifying all securities belonging to each Fund, wherever held
or registered. All securities accepted by the Custodian on behalf of the
Trust for the Fund(s) hereunder will be in ``street name'' or other good
delivery form.
D. BANK ACCOUNTS
If requested by the Trust, the Custodian will open and maintain a
separate bank account or accounts in the name of the Trust, subject only to
draft or order by the Custodian acting pursuant to the terms of this
Agreement, and will hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the
Fund(s), other than cash maintained by the Trust in a bank account established
and used in accordance with Rule 17f-3 under the 1940 Act.
E. PAYMENT FOR SHARES
The Custodian will receive from the distributor of the Shares of the
Fund(s) or from the Transfer Agent and deposit into each Fund's custody
account payments received for Shares of such Fund issued or sold from time to
time by the Trust. The Custodian will provide timely notification to the
Trust and the Transfer Agent of any receipt by it of cash payments for Shares
of the Fund(s).
F. COLLECTION OF INCOME AND OTHER PAYMENTS
The Custodian will collect on a timely basis all income and other
payments with respect to securities held hereunder to which the Trust and each
of the Fund(s) will be entitled by law or pursuant to custom in the securities
business, and will credit such income and other payments, as collected, to
each Fund's custody account.
G. PAYMENT OF TRUST MONEYS
Upon receipt of proper instructions, which may be continuing
instructions, the Custodian will pay out moneys of the Trust on behalf of the
Fund(s) in the following cases only:
1. Upon the purchase of securities for the account of each Fund,
but only (a) against the delivery of such securities to the
Custodian (or any bank, banking firm or trust company doing business
in the United States or abroad which is qualified under the 1940 Act
to act as a custodian and has been designated by the Trust or by
the Custodian as its agent for this purpose); (b) in the case of a
purchase effected through a Securities System, in accordance with
the conditions set forth in Article II, Section J hereof or; (c) in
the case of repurchase agreements entered into between the Trust on
behalf of the Fund and the Custodian, or another bank, (i) against
delivery of securities either in certificate form or through an
entry crediting the Custodian's account at the Federal Reserve Bank
with such securities and with an indication on the books of the
Custodian that such securities are held for the benefit of the Fund,
and (ii) against delivery of the receipt evidencing purchase by the
Trust on behalf of the Fund of securities owned by the Custodian or
other bank along with written evidence of the agreement by the
Custodian or other bank to repurchase such securities from the Trust
on behalf of the Fund;
2. In connection with conversion, exchange or surrender of
securities owned by the Trust on behalf of any Fund as set forth in
Article II, Section B hereof;
3. For the redemption or repurchase of Shares as set forth in
Article II, Section H hereof;
4. For the payment of any expense or liability incurred by the
Trust with respect to the Fund(s), including, but not limited to,
the following payments for the account of the Fund(s): interest,
dividend disbursements, taxes, trade association dues, advisory,
administration, accounting, transfer agent and legal fees, and
operating expenses allocated to the Trust or the Fund(s) whether or
not such expenses are to be in whole or part capitalized or treated
as deferred expenses;
5. For the payment of any dividend declared on behalf of the
Fund(s) pursuant to the governing documents of the Trust; and
6. For any other proper corporate purposes, but only upon receipt
of, in addition to proper instructions, a certified copy of a
resolution of the Board of Trustees of the Trust signed by an
officer of the Trust and certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or persons
to whom such payment is to be made.
H. PAYMENTS FOR REPURCHASE OR REDEMPTIONS OF SHARES OF THE FUND(S)
From such funds as may be available, the Custodian will, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares of the Fund(s) who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares. In connection with the
redemption or repurchase of Shares, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to a commercial bank
designated by the redeeming shareholders.
I. APPOINTMENT OF AGENTS
The Custodian may at any time in its discretion appoint, but only in
accordance with an applicable vote by the Board of Trustees of the Trust, any
bank or trust company, which is qualified under the 1940 Act to act as a
custodian, as its agent or sub-custodian to carry out such of the provisions
of this Article II as the Custodian may from time to time direct; provided
that the appointment of any such agent or sub-custodian will not relieve the
Custodian of any of its responsibilities or liabilities hereunder. The
Custodian is hereby authorized to deposit, arrange for deposit and/or maintain
foreign securities owned by the Trust on behalf of the Fund(s) with the
Custodian's agent Bankers Trust Company or with the subcustodians or agents of
the Custodian's agent.
J. DEPOSIT OF TRUST ASSETS IN SECURITIES SYSTEMS
The Custodian may deposit and/or maintain securities owned by the Trust
on behalf of the Fund(s) in a clearing agency registered with the Securities
and Exchange Commission (the "SEC") under Section 17A of the Securities
Exchange Act of 1934, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the Treasury and certain
federal agencies (collectively referred to herein as a ``Securities System'')
in accordance with applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following provisions:
1. The Custodian may keep securities owned by the Trust on behalf
of the Fund(s) in a Securities System provided that such securities
are represented in an account ("Account") of the Custodian in the
Securities System which will not include any assets of the Custodian
other than assets held as a fiduciary, custodian, or otherwise for
customers;
2. The records of the Custodian with respect to securities owned
by the Trust on behalf of the Fund(s) which are maintained in a
Securities System will identify by book-entry those securities
belonging to the Fund(s);
3. The Custodian will pay for securities purchased for the account
of the Fund(s) upon (i) receipt of advice from the Securities System
that such securities have been transferred to the Account, and (ii)
the making of an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund(s). The
Custodian will transfer securities sold for the account of the
Fund(s) upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the Account, and
(ii) the making of an entry on the records of the Custodian to
reflect such transfer and payment for the account of the Fund(s).
The Custodian will furnish the Trust a monthly account statement
showing confirmation of each transfer to or from the account of the
Fund(s) and each day's transactions in the Securities System for the
account of the Fund(s);
4. The book-entry system of the Federal Reserve System authorized
by the U.S. Department of the Treasury and the Depository Trust
Company, a clearing agency registered with the SEC, each are hereby
specifically approved as a Securities System, provided that any
changes in these arrangements shall be subject to the approval of
the Board of Trustees of the Trust; and
5. The Custodian will be liable to the Trust on behalf of any Fund
for any direct loss or damage to the Trust on behalf of any Fund
resulting from use of the Securities System to the extent caused by
the gross negligence, misfeasance or misconduct of the Custodian or
any of its agents or of any of its or their employees. In no event
will the Custodian be liable for any indirect, special,
consequential or punitive damages.
K. SEGREGATED ACCOUNTS FOR FUTURES COMMISSION MERCHANTS
The Custodian may enter into separate custodial agreements with various
Futures Commission Merchants ("FCM's") which the Trust uses (each an "FCM
agreement"), pursuant to which the Trust's margin deposits made on behalf of
the Fund(s) in certain transactions involving futures contracts and options on
futures contracts will be held by the Custodian in accounts (each an "FCM
account") subject to the disposition by the FCM involved in such contracts in
accordance with the customer contract between FCM and the Trust ("FCM
contract"), SEC rules governing such segregated accounts, Commodities Futures
Trading Commission ("CFTC") rules and the rules of applicable securities or
commodities exchanges. Such custodial agreements will only be entered into
upon receipt of written instructions from the Trust which state that (a) an
agreement between the FCM and the Trust has been entered into, and (b) the
Trust is in compliance with all the rules and regulations of the CFTC.
Transfers of initial margin will be made into an FCM account only upon written
instructions; transfers of premium and variation margin may be made into an
FCM account pursuant to oral instructions. Transfers of funds from an FCM
account to the FCM for which the Custodian holds such an account may only
occur upon certification by the FCM to the Custodian that pursuant to the FCM
agreement and the FCM contract, all conditions precedent to its right to give
the Custodian such instructions have been satisfied.
L. OWNERSHIP CERTIFICATES FOR TAX PURPOSES
The Custodian will execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of the Fund(s) held by
it and in connection with transfers of securities of the Fund(s).
M. PROXIES
The Custodian will cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than in the
name of the Trust on behalf of the Fund(s) or a nominee of the Trust, all
proxies, without indication of the manner in which such proxies are to be
voted, and will promptly deliver to the Trust's investment advisor for the
Fund(s) (the "Advisor") such proxies, all proxy soliciting materials and all
notices relating to such securities.
N. COMMUNICATIONS RELATING TO SECURITIES OF THE FUND(S)
The Custodian will transmit promptly to the Advisor of that Fund all
written information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection therewith)
received by the Custodian from issuers of the securities being held for the
Fund(s). With respect to tender or exchange offers, the Custodian will
transmit promptly to the Advisor all written information received by the
Custodian from issuers of the securities whose tender or exchange is sought
and from the party (or its agents) making the tender or exchange offer. If
the Advisor desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Advisor will notify the Custodian
at least five business days prior to the date on which the Custodian is to
take such action.
O. PROPER INSTRUCTIONS
``Proper Instructions'' as used herein mean a writing signed or initialed
by one or more person or persons in such manner as the Board of Trustees will
have authorized from time to time. Each writing will set forth the
transaction involved, including a specific statement of the purpose for which
such action is requested. Oral instructions will be considered proper
instructions if the Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the transaction
involved. The Trust will cause all oral instructions to be confirmed promptly
in writing. Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Trustees of the Trust
accompanied by a detailed description of procedures approved by the Board of
Trustees, proper instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the Board of
Trustees and the Custodian are satisfied that such procedures afford adequate
safeguards for the assets of the Trust.
P. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY
The Custodian may, in its discretion, without express authority from the
Trust:
1. make payments to itself or others for minor expenses of
handling securities or other similar items relating to its duties
under this Agreement, provided that all such payments will be
accounted for to the Trust;
2. surrender securities in temporary form for securities in
definitive form;
3. endorse for collection, in the name of the Trust on behalf of
the Fund(s), checks, drafts and other negotiable instruments; and
4. in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase, transfer
and other dealings with the securities and property of the Trust,
except as otherwise directed by the Trust or the Board of Trustees
of the Trust.
Q. EVIDENCE OF AUTHORITY
The Custodian will be protected in acting upon any instruction, notice,
request, consent, certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a certified copy of a vote of the
Board of Trustees of the Trust as conclusive evidence (a) of the authority of
any person to act in accordance with such vote, or (b) of any determination or
of any action by the Board of Trustees as described in such vote, and such
vote may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
III. DUTIES OF CUSTODIAN WITH RESPECT TO BOOKS OF ACCOUNT
The Custodian will cooperate with and supply to the entity or entities
appointed to keep the books of account of the Trust such information in the
possession of the Custodian as is reasonably necessary to the maintenance of
the books of account of the Trust.
IV. RECORDS
The Custodian will create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet
the obligations of the Trust under the 1940 Act, including, without
limitation, Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records will be property of the Trust and will at all times during the regular
business hours of the Custodian be open for inspection by duly authorized
officers, employees or agents of the Trust and employees and agents of the
SEC. The Custodian will, upon request, provide the Trust with a tabulation of
securities held by the Custodian on behalf of the Fund(s), and will, upon
request, and for such compensation as will be agreed upon between the Trust
and the Custodian, include certificate numbers in such tabulations.
V. OPINION OF TRUST'S INDEPENDENT ACCOUNTANT
The Custodian will take all reasonable action, as the Trust may from time
to time request, to obtain from year to year favorable opinions from the
Trust's independent accountants with respect to its activities hereunder in
connection with the preparation of the Trust's Form N-1A, Form N-SAR or other
annual or semiannual reports to the SEC and with respect to any other
requirements of the SEC.
VI. REPORTS TO TRUST BY AUDITORS
The Custodian will provide the Trust, at such times as the Trust may
reasonably request, with reports by its internal or independent auditors on
the accounting system, internal accounting controls and procedures for
safeguarding securities, including reports available on securities deposited
and/or maintained in a Securities System, relating to the services provided by
the Custodian under this Agreement. Such reports will be of sufficient scope
and in sufficient detail as may reasonably be required by the Trust to provide
reasonable assurance that any material inadequacies would be disclosed, will
state in detail material inadequacies disclosed by such examination, and if
there are no such inadequacies, will so state.
VII. COMPENSATION OF CUSTODIAN
For the normal services the Custodian provides under this Custody Agreement,
the Custodian will be entitled to reasonable compensation as agreed to between
the Trust and the Custodian from time to time. Until agreed otherwise, the
compensation will be as set forth on Schedule A attached hereto and made part
hereof, as such Schedule may be amended from time to time. The fee set forth
in Schedule A hereto is subject to an annual review and adjustment process.
In the event the Custodian provides any extraordinary services hereunder, it
will be entitled to additional reasonable compensation.
VIII. Responsibility of Custodian/Indemnification
So long as and to the extent that it has exercised reasonable care, the
Custodian will not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and will be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed
by it to be genuine and to be signed by the proper party or parties.
The Custodian will be entitled to rely on and may act upon advice of counsel
(who may be counsel for the Trust) on all matters, and will be without
liability for any action reasonably taken or omitted pursuant to such advice.
The Custodian will exercise reasonable care in carrying out the provisions of
this Agreement and shall be without liability for any action taken or omitted
by it in good faith and without negligence. The Trust will indemnify the
Custodian and hold it harmless from and against all claims, liabilities, and
expenses (including attorneys' fees) which the Custodian may suffer or incur
on account of being Custodian hereunder, except to the extent such claims,
liabilities and expenses are caused by the Custodian's own gross negligence or
bad faith. Notwithstanding the foregoing, nothing contained in this paragraph
is intended to nor will it be construed to modify the standards of care and
responsibility set forth in Article II, Section I hereof with respect to sub-
custodians and in Article II, Section J(5) hereof with respect to the
Securities System.
If the Trust requires the Custodian to take any action, which involves the
payment of money or which may, in the reasonable opinion of the Custodian,
result in liability or expense to the Custodian or its nominee, the Trust, as
a prerequisite to requiring the Custodian to take such action, will provide
indemnity to the Custodian in an amount and form satisfactory to it.
IX. EFFECTIVE PERIOD; TERMINATION; AMENDMENT
This Agreement will become effective as of the date hereof and remain
effective until terminated as provided herein. This Agreement may be amended
at any time only by written instrument signed by both parties. This Agreement
may be terminated at any time on ninety (90) days' written notice by either
party; provided that the Trust will not amend or terminate the Agreement in
contravention of any applicable federal or state regulations, or any provision
of the governing documents of the Trust, and further provided, that the Trust
may at any time by action of its Board of Trustees immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the applicable federal regulator or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of this Agreement, the Trust will
pay to the Custodian any fees incurred as a result of the termination transfer
of assets, and reimburse the Custodian for all costs, expenses and
disbursements that are due as of the date of such termination.
X. SUCCESSOR CUSTODIAN
If a successor custodian is appointed by the Board of Trustees of the Trust,
the Custodian will, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities and other assets of the Trust then held by it hereunder. The
Custodian will also deliver to such successor custodian copies of such books
and records relating to the Trust as the Trust and Custodian may mutually
agree.
In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Trustees will have been delivered to
the Custodian on or before the date when such termination will become
effective, then the Custodian will have the right to deliver to a bank or
trust company of its own selection, doing business in the state in which
either the principal place of business of the Trust or the Custodian is
located and having an aggregate capital, surplus, and undivided profits of not
less than $25,000,000, all securities, funds and other properties held by the
Custodian under this Agreement. Thereafter, such bank or trust company will
be the successor of the Custodian under this Agreement.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of vote referred to, or of
the Board of Trustees to appoint a successor custodian, the Custodian will be
entitled to fair compensation for its services during such period as the
Custodian and retain possession of such securities, funds and other properties
and the provisions of this Agreement relating to the duties and obligations of
the Custodian will remain in full force and effect.
XI. INTERPRETIVE AND ADDITIONAL PROVISIONS
In connection with the operation of this Agreement, the Custodian and the
Trust may from time to time agree on such provisions interpretive of, or in
addition to, the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions will be in writing signed by both parties, provided that
no such interpretive or additional provisions will contravene any applicable
federal or state regulations or any provision of the governing documents of
the Trust. No interpretive or additional provisions made as provided in the
preceding sentence will be deemed to be an amendment of this Agreement.
XII. DELAWARE LAW TO APPLY
This Agreement will be deemed to be a contract made in Delaware and governed
by Delaware law. If any provision of this Agreement will be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement will not be affected thereby. This Agreement will be binding and
will inure to the benefit of the parties hereto and their respective
successors.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on behalf by its duly authorized representative and
its seal to be hereunder affixed as of the date first written above.
[SEAL] KALMAR POOLED INVESTMENT TRUST
By:/S/ ▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇ ▇. ▇▇▇▇▇, Secretary/Assistant Treasurer
[SEAL] WILMINGTON TRUST COMPANY
By:/S/ LARIO ▇. ▇▇▇▇▇▇
-------------------------
Lario ▇. ▇▇▇▇▇▇, Vice President
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
FEE SCHEDULE
For the services Custodian provides under this Custody Agreement, the
Trust, on behalf of the Fund(s) listed below, agrees to pay to the Custodian a
fee, payable monthly, expressed as follows:
NAME OF FUND(S) FEE SCHEDULE
--------------- ------------
Small Cap An annual fee per Fund based upon the average daily net
asset value as follows:
Micro-Cap
.002 on the first $50 million
.0015 on the next $50 million and
.0012 on the assets in excess of $100 million,
subject to a minimum fee of $300 per month (per Fund),
plus, $15 per purchase, sale or maturity of a Fund
security, except those requiring physical delivery, which
will be charged at $50 per purchase, sale or maturity,
plus, $7 for each incoming wire of funds and $12 for each
outgoing wire of funds,
plus any out-of-pocket expenses.