Filed with the Securities and Exchange Commission on October 20,
1997
1933 Act Registration File No. 333-13593
1940 Act File No. 811-7853
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 1
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 x
(Check appropriate box or boxes.)
Kalmar Pooled Investment Trust
------------------------------
(Exact Name of Registrant as Specified in Charter)
Barley Mill House, 3701 Kennett Pike, Greenville, DE 19807
----------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
with a copy of communications to:
Joseph V. Del Raso, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Registrant's Telephone Number, including Area Code: (302) 658-7575
--------------
Ford B. Draper, Jr., President, Barley Mill House, 3701 Kennett Pike,
--------------------------------------------------------------------
Greenville, DE 19807
--------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
x immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT
OF 1933:
Registrant has elected to register an indefinite number of shares
of its securities under this Registration Statement pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
<PAGE>
CROSS-REFERENCE SHEET
Pursuant to Rule 481(a)
KALMAR POOLED INVESTMENT TRUST
Items Required By Form N-1A
PART A - PROSPECTUS
Form N-1A
Item Number Location in Prospectus
- ----------- ------------------------
1. Cover Page Cover*
2. Synopsis Expenses of the Fund*
3. Condensed Financial
Information Financial Highlights
4. General Description of
Registrant Prospectus Cover*; Investment
Objective and Policies*; Special
Risk Considerations*; Investment
Restrictions*
5. Management of the Fund Board of Trustees*; Investment
Adviser*; Distributor*;
Distribution Agreement*;
Administrator*; Transfer
Agent*; Dividend Paying Agent
and Custodian and Expenses*
5A. Management's Discussion of To be provided in Registrant's
Fund Performance Annual Report to Shareholders
6. Capital Stock and other Shares of Beneficial Interest*
Securities Voting Rights and Shareholder
Meetings*; Dividends,
Distributions and Taxes*
7. Purchase of Securities Calculation of
Being Offered Net Asset Value*; How to
Purchase Shares*
8. Redemption or Repurchase How to Redeem Shares*
9. Legal Proceedings Not Applicable
* PREVIOUSLY FILED WITH THE REGISTRANT'S PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT (FILED ON DECEMBER 16, 1996) AND INCORPORATED HEREIN
BY REFERENCE.
<PAGE>
CROSS-REFERENCE SHEET
Pursuant to Rule 481(a)
KALMAR POOLED INVESTMENT TRUST
Items Required By Form N-1A
PART B - STATEMENT OF ADDITIONAL INFORMATION
Form N-1A Location in Statement
Item Number of Additional Information
- ----------- -------------------------
10. Cover Page Cover*
11. Table of Contents Table of Contents*
12. General Information and History Not Applicable
13. Investment Objectives and Policies Cover*; Investments*;
Investment Restrictions*
14. Management of the Registrant Management*; Officers and
Trustees of the Trust*
15. Control Persons and Principal Holders Not Applicable
of Securities
16. Investment Advisory and Other Services Investment Adviser*;
Distributor*;
Administrator*; Transfer
Agent*; Dividend Paying
Agent and Custodian*
17. Brokerage Allocation Allocation of Portfolio
Brokerage*
18. Capital Stock and Other Securities General Information*
19. Purchase, Redemption and Pricing of Purchase of Shares*
Securities Being Offered
20. Tax Status Not Applicable
21. Underwriters Distributor*;
Distribution Agreement
and Purchase
of Shares*
22. Calculation of Performance Data Performance*
23. Financial Statements Financial Statements
* PREVIOUSLY FILED WITH THE REGISTRANT'S PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT (FILED ON DECEMBER 16, 1996) AND INCORPORATED HEREIN
BY REFERENCE.
<PAGE>
KALMAR "GROWTH-WITH-VALUE" SMALL CAP FUND
A SERIES OF
KALMAR POOLED INVESTMENT TRUST
SUPPLEMENT DATED OCTOBER 20, 1997
TO THE FUND'S PROSPECTUS
DATED JANUARY 31, 1997
FINANCIAL HIGHLIGHTS
The following table includes selected data for a share outstanding of the Fund
throughout the period April 11, 1997 (Commencement of Operations) through
September 30, 1997. The figures in this table are unaudited and should be read
in conjunction with the Fund's financial statements and notes thereto.
Net asset value at beginning of period............... $ 10.00
========
INVESTMENT OPERATIONS
Net investment loss.................................. (0.02)
Net realized and unrealized gain on investments...... 4.90
--------
Total from investment operations............ 4.88
--------
Net asset value at end of period..................... $ 14.88
========
Total return......................................... 48.80%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENT DATA:
EXPENSES+...................................... 1.25%*
Net investment loss............................. (0.44)%*
Portfolio turnover rate.............................. 22.56%
Average commission rate paid......................... $0.0537
Net assets at end of period (000 omitted)............ $212,788
* Annualized.
+ Rodney Square Management Corporation waived a portion of its administration
and accounting fees for the period. If these expenses had been incurred by
the fund, the annualized ratio of expenses to average daily net assets for
the period would have been 1.31%.
The first paragraph on page 17 of the Prospectus has been changed as
follows:
Shares of the Fund are offered by the Fund's distributor on a no-load basis,
without the imposition of any sales or distribution fees. Investors may be
charged a fee if they effect transactions in Fund shares through a broker or
agent. Shares of the Kalmar "Growth-with-Value" Micro Cap Fund series of the
Trust (the "Micro Cap Fund") may be purchased in a similar manner, and such
shares are offered through a separate prospectus. The Fund's shares are offered
at the net asset value per share next determined after the receipt and
acceptance of a purchase order and payment in proper form by the Fund.
Information on how to invest in the Fund is presented below, and any requests
for applications, additional information or questions may be directed to Rodney
Square at (800) 282-2319.
<PAGE>
KALMAR "GROWTH-WITH-VALUE" SMALL CAP FUND
A SERIES OF
KALMAR POOLED INVESTMENT TRUST
SUPPLEMENT DATED OCTOBER 20, 1997
TO THE FUND'S STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 31, 1997
The following section on page 11 of the Statement of
Additional Information has been changed as follows:
TRUSTEES AND OFFICERS
The Trustees and principal executive officers of the Trust and
their principal occupations for the past five years are listed
below:
POSITION AND PRINCIPAL OCCUPATION
OFFICE DURING THE PAST FIVE
NAME AND ADDRESS AGE WITH THE TRUST YEARS
- ---------------- --- ------------- ---------------------
Ford B. Draper, 54 Chairman, Founder, President,
Jr.* President and Director, and Chief
Barley Mill House Treasurer Investment Officer of
3701 Kennett Pike Kalmar Investments
Greenville, DE since 1982;
19807 President, Kalmar
Investment Advisers
since inception.
Wendell Fenton* 57 Trustee President of the law
One Rodney Square firm of Richards,
Wilmington, DE Layton & Finger
19801 (joined 1971).
John J. Quindlen 64 Trustee Trustee of each investment
182 Dam View Drive company of Rodney Square
Media, PA 19063 Funds; Senior Vice President
and Chief Financial
Officer of E.I.
Dupont de Nemours &
Co. from 1954 through
1993 (retired).
David D. Wakefield 66 Trustee Executive Secretary,
Wilmington Trust Longwood Foundation
Center and Welfare
Suite 1004 Foundation, 1992 to
Wilmington, DE present; Chairman and
19801 President, J.P.
Morgan Delaware from
1989 to 1992.
David M. Reese, 61 Trustee Semi-retired;
Jr.* previously, portfolio
Barley Mill House manager, research
3701 Kennett Pike analyst for Kalmar
Greenville, DE Investments from 1982
19807 through March, 1996.
Marjorie L. 48 Secretary; Administration
McMenamin Compliance Director, Kalmar
Barley Mill House Officer Investments since
3701 Kennett Pike 1992 and Kalmar
Greenville, DE Investment Advisers
19807 since inception.
__________________
*Trustees who are "interested persons" as defined in the Investment
Company Act of 1940.
The officers conduct and supervise the daily business operations
of the Trust, while the trustees, in addition to the functions
set forth under "Investment Adviser" and "Distributor" review
such actions and decide on general policy. Compensation to
officers and Trustees of the Trust who are affiliated with the
Adviser is paid by the Adviser, and not by the Trust.
<PAGE>
Information relating to the compensation to be paid to the
Trustees of the Trust is set forth below:
ESTIMATED PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT ESTIMATED FROM TRUST
COMPENSATION BENEFITS ANNUAL AND FUND
FROM TRUST ACCRUED AS BENEFITS COMPLEX
NAME AND (CURRENT FISCAL PART OF UPON PAID TO
POSITION YEAR)1 TRUST EXPENSES RETIREMENT TRUSTEES
- -------- --------------- -------------- ----------- ----------------
Ford B. $0 N/A N/A $0
Draper, Jr.
Wendell Fenton $3,500 N/A N/A $3,500
John J. $4,000 N/A N/A $4,000
Quindlen
David M. $0 N/A N/A $0
Reese, Jr.
David D. $4,000 N/A N/A $4,000
Wakefield
1 THE TRUSTEES WHO ARE BOTH "INTERESTED PERSONS" OF THE TRUST
AS DEFINED IN THE INVESTMENT COMPANY ACT AND AFFILIATES OF
THE ADVISER RECEIVE NO COMPENSATION FROM THE TRUST. FOR
THEIR SERVICE AS TRUSTEES, THE OTHER TRUSTEES RECEIVE $3,000
IN ANNUAL FEES PLUS $500 PER TRUST MEETING ATTENDED, IN
ADDITION TO REIMBURSEMENT FOR OUT-OF-POCKET EXPENSES IN
CONNECTION WITH TRAVEL AND ATTENDANCE AT BOARD MEETINGS.
MEMBERS OF THE AUDIT COMMITTEE ARE PAID $250 PER AUDIT
COMMITTEE MEETING ATTENDED. THE TRUST HAS NOT COMPLETED A
FULL FISCAL YEAR OF OPERATIONS AND, AS OF THE DATE OF THIS
STATEMENT OF ADDITIONAL INFORMATION, ONE MEETING OF THE
BOARD OF TRUSTEES WAS HELD IN THE CURRENT FISCAL YEAR AT
WHICH ALL OF THE TRUSTEES WERE PRESENT. THE AMOUNT IN
COLUMN 2 REPRESENTS THE ESTIMATED AGGREGATE COMPENSATION TO
BE PAID TO EACH TRUSTEE FROM THE TRUST FOR THE CURRENT
FISCAL YEAR. IT IS EXPECTED THAT THE TRUST WILL HOLD ONE
ADDITIONAL TRUSTEE MEETING IN THE CURRENT FISCAL YEAR AND
WILL THEREAFTER HOLD FOUR TRUSTEE MEETINGS PER YEAR.
The Trust has an Audit Committee which has the responsibility,
among other things, to (i) recommend the selection of the Trust's
independent auditors; (ii) review and approve the scope of the
independent auditors' audit activity; (iii) review the financial
statements which are the subject of the independent public
auditors' certifications; and (iv) review with such independent
public auditors the adequacy of the Funds' basic accounting
system and the effectiveness of the Funds' internal accounting
controls. There is no separate Nominating or Investment
Committee. Items pertaining to these Committees are submitted to
the full Board of Trustees. The Trust has not adopted a pension
plan or any other plan that would afford benefits to its
Trustees.
<PAGE>
Financial Statements, for the period April 11, 1997
(Commencement of Operations) to September 30, 1997
(Unaudited)
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST
- ------------------- SCHEDULE OF INVESTMENTS (UNAUDITED)
"GROWTH-WITH-VALUE" SEPTEMBER 30, 1997
SMALL CAP FUND
MARKET
VALUE
SHARES (NOTE2)
------ -------
COMMON STOCK - 92.3%
FINANCE, INSURANCE & REAL ESTATE - 2.9%
INSURANCE CARRIERS - 0.8%
Penn Treaty American Corp.*............. 49,075 $ 1,619,475
-------------
LIFE INSURANCE - 0.2%
Provident American Corp.*............... 140,000 498,750
-------------
SAVINGS, CREDIT & OTHER FINANCIAL INSTITUTIONS - 1.9%
Americredit Corp. *..................... 142,000 4,047,000
-------------
TOTAL FINANCE, INSURANCE & REAL ESTATE............ 6,165,225
-------------
MANUFACTURING - 41.0%
CHEMICALS & ALLIED PRODUCTS - 2.3%
Lesco, Inc.............................. 118,675 2,774,028
Life Technologies, Inc.................. 69,600 2,105,400
------------
4,879,428
------------
COMPUTER & OFFICE EQUIPMENT - 2.0%
Caere Corp.*............................ 143,500 1,273,563
Dataworks Corp.*........................ 47,800 878,325
Hyperion Software Corp.*................ 22,000 686,125
Par Technology Corp.*................... 30,000 288,750
Quad Systems Corp.*..................... 55,900 457,681
Raster Graphics, Inc.*.................. 86,600 714,450
------------
4,298,894
------------
ELECTRONIC TECHNOLOGY - 2.7%
Electromagnetic Sciences, Inc.*......... 134,100 3,788,325
Integrated Circuit Systems, Inc.*....... 52,500 1,942,500
------------
5,730,825
------------
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES - 6.0%
American Precision Industries........... 54,500 1,246,688
AMETEK, Inc............................. 116,800 2,744,800
Benchmark Electronics, Inc.*............ 183,850 5,182,272
C & D Technology, Inc................... 56,750 2,603,406
Optek Technology, Inc.*................. 47,100 889,012
------------
12,666,178
------------
MISCELLANEOUS INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Applied Power, Inc. (A Shares).......... 56,000 3,524,500
------------
MISCELLANEOUS MANUFACTURING INDUSTRIES - 11.4%
Acorn Products, Inc.*................... 54,500 872,000
Brady (W.H.) Co......................... 57,150 1,785,938
Caraustar Industries, Inc............... 37,200 1,274,100
Chirex, Inc............................. 46,000 1,173,000
Cuno, Inc.*............................. 134,200 2,331,725
Furon Co................................ 138,100 5,670,731
Insituform Technologies (A Shares)*..... 344,600 3,015,250
J. Ray McDermott, S.A.*................. 23,830 1,167,670
<PAGE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
KALMAR
POOLED
INVESTMENT
TRUST
- ------------------- SCHEDULE OF INVESTMENTS (UNAUDITED) - CONTINUED
"GROWTH-WITH-VALUE" SEPTEMBER 30, 1997
SMALL CAP FUND
MARKET
VALUE
SHARES (NOTE2)
------ -------
MISCELLANEOUS MANUFACTURING INDUSTRIES - CONTINUED
Penn Engineering & Manufacturing Corp.*. 16,000 $ 446,000
Rogers Corp.*........................... 44,000 1,903,000
Shaw Group, Inc.*....................... 94,300 2,068,706
Zero Corp............................... 90,600 2,565,113
-------------
24,273,233
-------------
PRECISION INSTRUMENTS & MEDICAL SUPPLIES - 7.4%
ALT Ultrasound, Inc..................... 53,100 2,482,425
Analogic Corp........................... 90,100 3,288,650
Dentsply International, Inc............. 35,300 1,976,800
General Scanning, Inc.* ................ 109,200 3,801,525
Sola International, Inc.*............... 123,800 4,247,887
-------------
15,797,287
-------------
PRINTING & PUBLISHING - 1.7%
Cadmus Communications Corp.............. 64,900 1,330,450
International Imaging Materials, Inc.*.. 76,900 2,230,100
-------------
3,560,550
-------------
TELECOMMUNICATIONS EQUIPMENT - 2.7%
Allen Group, Inc.*...................... 69,100 1,969,350
Blonder Tongue Laboratories, Inc. *..... 56,600 916,212
Natural Microsystems Corp.*............. 77,000 2,926,000
-------------
5,811,562
-------------
TEXTILES & APPAREL - 0.7%
Carlyle Industries, Inc................. 33,000 66,000
Interface, Inc.......................... 50,000 1,456,250
-------------
1,522,250
-------------
TRANSPORTATION - 2.4%
Airnet Systems, Inc. *.................. 127,500 3,075,938
Gulfmark Offshore, Inc.*................ 16,000 552,000
Simon Transportation Services, Inc.*.... 66,000 1,559,250
-------------
5,187,188
-------------
TOTAL MANUFACTURING............................... 87,251,895
-------------
MINING - 3.8%
CRUDE PETROLEUM & NATURAL GAS - 0.8%
Dawson Production Services, Inc.*....... 81,600 1,723,800
-------------
MISCELLANEOUS METAL ORES - 0.9%
Martin Marietta Materials, Inc.......... 50,200 1,807,200
-------------
OIL & GAS EXPLORATION - 2.1%
Brigham Exploration Co.*................ 72,300 1,003,162
EVI, Inc................................ 54,800 3,507,200
-------------
4,510,362
-------------
TOTAL MINING...................................... 8,041,362
-------------
<PAGE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
KALMAR
POOLED
INVESTMENT
TRUST
- ------------------- SCHEDULE OF INVESTMENTS (UNAUDITED) - CONTINUED
"GROWTH-WITH-VALUE" SEPTEMBER 30, 1997
SMALL CAP FUND
MARKET
VALUE
SHARES (NOTE2)
------ -------
SERVICES - 19.8%
BUSINESS SERVICES - 3.6%
Healthplan Services Corp.*.............. 185,700 $ 3,922,913
Norstan, Inc.*.......................... 75,300 1,618,950
Unitog Company.......................... 46,400 1,189,000
Xpedite Systems, Inc.*.................. 40,200 894,450
-------------
7,625,313
-------------
COMPUTER SERVICES - 12.1%
American Management Systems, Inc.*...... 76,300 1,459,237
Computer Horizons Corp. *............... 109,821 3,981,011
Interlink Computer Sciences, Inc.*...... 84,200 442,050
INTERSOLV, Inc.......................... 200,500 3,107,750
Keane, Inc.*............................ 92,800 2,946,400
Mercury Interactive Corp.*.............. 30,800 589,050
Platinum Technology, Inc................ 41,300 887,950
Prophet 21, Inc.*....................... 27,000 367,875
Systems & Computer Technology Corp.*.... 266,505 12,009,382
------------
25,790,705
------------
MEDICAL & HEALTH SERVICES - 2.1%
Phycor, Inc.*........................... 76,637 2,227,263
Renal Care Group, Inc.*................. 64,500 2,322,000
------------
4,549,263
------------
PERSONAL SERVICES - 2.0%
DeVRY, Inc.*............................ 89,700 2,679,787
Seattle Filmworks, Inc.*................ 137,700 1,497,488
------------
4,177,275
------------
TOTAL SERVICES.................................... 42,142,556
------------
WHOLESALE & RETAIL TRADE - 24.8%
MISCELLANEOUS RETAIL STORES - 8.8%
Aaron Rents, Inc........................ 219,650 3,843,875
Casey's General Stores, Inc............. 123,950 3,052,269
Cort Business Services Corp.*........... 100,700 4,021,706
Party City Corp.*....................... 113,800 2,987,250
Renters Choice, Inc.*................... 214,400 4,870,900
------------
18,776,000
------------
RETAIL APPAREL & ACCESSORY STORES - 2.2%
Stage Stores, Inc. *.................... 106,200 4,579,875
------------
RETAIL DEPARTMENT STORES - 1.5%
Family Dollar Stores, Inc............... 137,700 3,141,281
------------
RETAIL EATING & DRINKING PLACES - 1.2%
Consolidated Products, Inc.*............ 126,688 2,462,498
------------
WHOLESALE ELECTRONIC EQUIPMENT & COMPUTERS - 3.8%
Insight Enterprises, Inc.*.............. 98,700 3,269,437
Kent Electronics Corp.*................. 49,700 1,963,150
Pomeroy Computer Resources, Inc.*....... 40,500 1,731,375
Richardson Electronics, Ltd............. 93,400 1,202,525
------------
8,166,487
------------
<PAGE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
KALMAR
POOLED
INVESTMENT
TRUST
- ------------------- SCHEDULE OF INVESTMENTS (UNAUDITED) - CONTINUED
"GROWTH-WITH-VALUE" SEPTEMBER 30, 1997
SMALL CAP FUND
MARKET
VALUE
SHARES (NOTE2)
------ -------
WHOLESALE MISCELLANEOUS - 7.3%
Finishmaster, Inc.*..................... 25,700 $ 192,750
JP Foodservice, Inc.*................... 123,800 3,899,700
Kevco, Inc.*............................ 30,500 377,438
Keystone Automotive Industries, Inc..... 141,700 2,993,412
National Media Corp.*................... 53,400 270,338
Patterson Dental Co.*................... 86,600 3,507,300
Performance Food Group Co.*............. 107,900 2,751,450
Suburban Ostomy Supply Company, Inc.*... 131,800 1,285,050
VWR Scientific Products Corp.*.......... 11,500 263,063
------------
15,540,501
------------
TOTAL WHOLESALE & RETAIL TRADE.................... 52,666,642
------------
Total Common Stock
(Cost $145,170,507).............................. 196,267,680
------------
U.S. GOVERNMENT AGENCY OBLIGATION - 7.9%
Par
(000)
-----
Federal Home Loans Bank Notes, 5.92%,
10/01/97 (COST $16,895,000)............ $16,895 16,895,000
------------
TOTAL INVESTMENTS (COST $162,065,507) - 100.2% 213,162,680
------------
OTHER ASSETS AND LIABILITIES, NET - (0.2)%............ (374,348)
------------
NET ASSETS - 100.0%................................... $212,788,332
============
* Non-income producing security.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
- ------------------- SEPTEMBER 30, 1997
"GROWTH-WITH-VALUE"
SMALL CAP FUND
ASSETS
Investments in securities, at market value
(cost $162,065,507)........................................... $ 213,162,680
Receivable for dividends and interest......................... 46,059
Unamortized organizational costs.............................. 26,251
--------------
Total Assets................................................ 213,234,990
--------------
LIABILITIES
Due to Adviser............................................... 326,415
Accrued expenses............................................. 120,243
--------------
Total Liabilities........................................... 446,658
--------------
NET ASSETS.................................................... $ 212,788,332
==============
NET ASSETS CONSISTED OF:
Shares of beneficial interest ................................ $ 143,042
Additional paid in capital.................................... 158,783,241
Accumulated net investment loss............................... (278,063)
Accumulated net realized gain on investments.................. 3,042,939
Net unrealized appreciation on investments.................... 51,097,173
--------------
NET ASSETS FOR 14,304,190 SHARES OUTSTANDING.................. $ 212,788,332
==============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($212,788,332/14,304,190 outstanding shares of beneficial
interest , $0.01 par value).................................... $14.88
======
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST STATEMENT OF OPERATIONS (UNAUDITED)
- ------------------ SEPTEMBER 30, 1997
"GROWTH-WITH-VALUE"
SMALL CAP FUND
FOR THE PERIOD
APRIL 11, 1997+
THROUGH
SEPTEMBER 30, 1997
------------------
INVESTMENT INCOME
Dividends........................................... $ 169,423
Interest............................................ 350,584
---------------
Total Investment Income............................ 520,007
EXPENSES
Advisory fee........................................ 638,456
Accounting fee...................................... 31,604
Administration fee.................................. 76,157
Transfer agent fee.................................. 9,352
Custodian fee....................................... 12,598
Audit............................................... 6,789
Legal............................................... 11,221
Shareholder Reports................................. 5,424
Registration fee.................................... 29,027
Trustees' fees and expenses......................... 8,104
Amortization of organizational expenses............. 2,749
Miscellaneous....................................... 6,220
---------------
Total expenses before fee waivers.................. 837,701
Administration fee waived (Note 4)............... (27,836)
Accounting fee waived (Note 4)................... (11,795)
---------------
Total Expenses, Net............................. 798,070
---------------
NET INVESTMENT LOSS.................................. (278,063)
---------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investment transactions........ 3,042,939
Change in unrealized appreciation on investments.... 51,097,173
---------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS...... 54,140,112
---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 53,862,049
===============
+ Commencement of Operations
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
- ------------------
"GROWTH-WITH-VALUE"
SMALL CAP FUND
FOR THE PERIOD
APRIL 11, 1997+
SEPTEMBER 30, 1997
------------------
OPERATIONS
Net investment loss................................. $ (278,063)
Net realized gain on investment transactions........ 3,042,939
Change in net unrealized appreciation on investments 51,097,173
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. 53,862,049
-------------
FUND SHARE TRANSACTIONS (A):
Receipt from shares sold........................... 160,688,549
Shares redeemed.................................... (1,812,266)
-------------
Net increase in net assets from fund share
transactions..................................... 158,876,283
-------------
TOTAL INCREASE IN NET ASSETS......................... 212,738,332
NET ASSETS:
Beginning of period................................. 50,000
-------------
End of period....................................... $ 212,788,332
=============
(A) TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST WERE:
Shares sold......................................... 14,437,509
Shares redeemed..................................... (138,319)
-------------
Net increase in shares.............................. 14,299,190
Shares outstanding - Beginning balance.............. 5,000
-------------
Shares outstanding - Ending period.................. 14,304,190
=============
+ Commencement of Operations.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST FINANCIAL HIGHLIGHTS (UNAUDITED)
- ------------------
"GROWTH-WITH-VALUE"
SMALL CAP FUND
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD:
FOR THE PERIOD
APRIL 11, 1997+
THROUGH
SEPTEMBER 30, 1997
------------------
Net asset value at beginning of period............... $ 10.00
========
INVESTMENT OPERATIONS
Net investment loss.................................. (0.02)
Net realized and unrealized gain on investments...... 4.90
--------
Total from investment operations............ 4.88
--------
Net asset value at end of period..................... $ 14.88
========
Total return......................................... 48.80%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENT DATA:
EXPENSES++...................................... 1.25%*
Net investment loss............................. (0.44)%*
Portfolio turnover rate.............................. 22.56%
Average commission rate paid......................... $0.0537
Net assets at end of period (000 omitted)............ $212,788
* Annualized.
+ Commencement of Operations.
++ Rodney Square Management Corporation waived a portion of its administration
and accounting fees for the period. If these expenses had been incurred by
the fund, the annualized ratio of expenses to average daily net assets for
the period would have been 1.31%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
----------------
"GROWTH-WITH-VALUE"
SMALL CAP FUND
1.DESCRIPTION OF THE FUND.The Kalmar "Growth-With-Value" Small
Cap Fund (the "Fund") is the first series of Kalmar Pooled
Investment Trust (the "Trust"), a Delaware business trust
organized on November 6, 1996. The Fund is registered under
the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end diversified management investment
company. The investment objective of the Fund is long-term
capital appreciation. The Fund commenced investment
operations on April 11, 1997.
2.SIGNIFICANT ACCOUNTING POLICIES. The following is a summary
of the significant accounting policies of the Fund:
SECURITY VALUATION.The Fund's securities, except short-term
investments with remaining maturities of 60 days or less, are
valued at their market value as determined by their last sale
price in the principal market in which these securities are
normally traded. Lacking any sales, the security will be
valued at the mean between the closing bid and ask price.
Short-term investments with remaining maturities of 60 days or
less are valued at amortized cost, which approximates market
value, unless the Trust's Board of Trustees determines that
this does not represent fair value. The value of all other
securities is determined in good faith under the direction of
the Board of Trustees.
FEDERAL INCOME TAXES. The Fund intends to qualify for treatment
as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986 and to distribute all of its
taxable income to its shareholders. Therefore, no federal
income tax provision has been provided.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions of net investment
income and net realized gains will be made annually.
Additional distributions may be made to the extent necessary to
avoid the payment of 4% excise tax.
DEFERRED ORGANIZATION COSTS. Costs incurred by the Fund in
connection with its organization have been deferred and are
being amortized using the straight-line method over a five-
year period beginning on the date that the Fund commenced
operations. In the event that any of the initial shares of
the Fund are redeemed during the amortization period by any
holder thereof, the redemption proceeds will be reduced by any
unamortized organization expenses in the same proportion as
the number of initial shares being redeemed bears to the
number of initial shares outstanding at the time of such
redemption.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The
preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that effect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
OTHER. Investment security transactions are accounted for on a
trade date basis. The Fund uses the specific identification
method for determining realized gain or loss on investments
for both financial and federal income tax reporting purposes.
Dividend income and distributions to shareholders are recorded
on the ex-dividend date. Interest income is recorded on an
accrual basis.
3. PURCHASES AND SALES OF INVESTMENT SECURITIES During the
period ended September 30, 1997, purchases and sales of
investment securities (excluding short-term investments)
aggregated as follows:
Purchases................... $40,647,710
Sales....................... 25,294,996
<PAGE>
KALMAR
POOLED
INVESTMENT
TRUST NOTES TO FINANICAL STATEMENTS (UNAUDITED) - CONTINUED
----------------
"GROWTH-WITH-VALUE"
SMALL CAP FUND
4. INVESTMENT ADVISORY FEE AND OTHER SERVICES. The Fund employs
Kalmar Investment Advisers as its investment adviser (the
"Adviser"). Pursuant to an Investment Advisory agreement with
the Trust on behalf of the Fund, the Adviser selects
investments and supervises the assets of the Fund in
accordance with the investment objective, policies and
restrictions of the Fund, subject to the supervision and
direction of the officers and Board of Trustees of the Trust.
For its services, the Adviser is paid a monthly fee at the
annual rate of 1.00% of the Fund's average daily net assets.
During the current fiscal year, the Adviser has voluntarily
agreed to waive its fees or assume certain expenses of the
Fund so that the total annual operating costs of the Fund will
not exceed 1.25% of the average daily net assets of the Fund.
For the period ended September 30, 1997, the Fund incurred
advisory fees of $638,456. The Adviser was not required to
waive fees during the period.
Rodney Square Management Corporation ("Rodney Square"), a wholly
owned subsidiary of Wilmington Trust Company ("WTC"), which is
wholly owned by Wilmington Trust Corporation, a publicly held
bank holding company, serves as Administrator to the Fund
pursuant to an Administration Agreement with the Trust on
behalf of the Fund. As Administrator, Rodney Square is
responsible for services such as budgeting, maintaining
federal registration of the Fund's shares, financial
reporting, compliance monitoring and corporate management. For
the services provided, Rodney Square receives a monthly
administration fee at an annual rate based upon the average
daily net assets of the Fund of 0.15% of average daily net
assets up to $50 million and 0.10% of average daily net assets
over $50 million. Rodney Square has agreed to waive a portion
of its administration fees. The administration fee earned by
Rodney Square for the period ended September 30, 1997 amounted
to $76,157, of which $27,836 has been waived.
Rodney Square also serves as Transfer and Dividend Paying Agent
of the Fund pursuant to a Transfer Agency Agreement with the
Trust on behalf of the Fund. WTC serves as Custodian of the
assets of the Fund pursuant to a Custody Agreement with the
Trust.
Rodney Square determines the net asset value per share of the
Fund and provides accounting services to the Fund pursuant to
an Accounting Services Agreement with the Trust. For the
accounting services provided, Rodney Square receives an annual
fee of $45,000, plus an amount based on the average daily net
assets of the Fund as follows: 0.03% of average daily net
assets over $50 million up to $100 million and 0.02% of
average daily net assets over $100 million. Rodney Square has
agreed to waive a portion of its accounting services fees.
For the period ended September 30, 1997, Rodney Square earned
accounting services fees amounting to $31,604, of which
$11,795 was waived.
Certain Trustees and officers of the Trust are also officers of
the Adviser. Such Trustees and officers are paid no fees by
the Trust for serving as Trustees or officers of the Trust.
<PAGE>
KALMAR POOLED INVESTMENT TRUST
FORM N-1A
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements:
Included in Part A of this Registration Statement:
Financial Highlights for the period April 11,
1997 (Commencement of Operations) to September 30,
1997.
Included in Part B of this Registration Statement:
Financial Statements, for the period April 11, 1997
(Commencement of Operations) to September 30, 1997.
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
December 13, 1996 Financial Statements*
Statement of Assets and Liabilities
Notes to Financial Statements
Report of Independent Accountants
(b) Exhibits:
(1) Agreement and Declaration of Trust*
(2) Bylaws of the Registrant*
(3) Not Applicable
(4) Not Applicable
(5) Investment Advisory Agreement*
(6) Distribution Agreements:
(a) Distribution Agreement between the Registrant and Rodney
Square Distributors, Inc. on behalf of the Small Cap and Micro
Cap Funds.
(b) Not Applicable.
(7) Not Applicable
<PAGE>
(8) Custodian Agreement*
(9) Other Material Contracts
(a) Accounting Services Agreement between the Registrant and
Rodney Square Management Corporation.
(b) Administration Agreement between the Registrant and Rodney
Square Management Corporation.
Item 24 (continued)
(c) Transfer Agency Agreement between the registrant and Rodney
Square Management Corporation.
(10) Opinion and Consent of Counsel (to be filed with
24f-2 Notice)
(11) Consent of Independent Auditors
(12) Not Applicable
(13) Investment Letter*
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedule
(18) Not Applicable
(19) Powers of Attorney*
*PREVIOUSLY FILED WITH THE SEC ON FORM N-1A ON OCTOBER 7,
1996 AND INCORPORATED HEREIN BY REFERENCE.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
Registrant is not controlled by or under common control
with any person.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
NUMBER OF RECORD HOLDERS
TITLE OF SERIES AS OF SEPTEMBER 30, 1997
--------------- -------------------------
Shares of Beneficial Interests of:
Kalmar "Growth-with-Value" Small Cap Portfolio 167
Kalmar "Growth-with-Value" Micro Cap Portfolio 1
ITEM 27. INDEMNIFICATION
Under the terms of the Delaware Business Trust Act and
the Registrant's Agreement and Declaration of Trust and By-
Laws, no officer or trustee of the Fund shall have any
liability to the Trust or its shareholders, except to the
extent such limitation of liability is precluded by Delaware
law, the Agreement and Declaration of Trust, or the By-Laws.
Subject to the standards and restrictions set forth in the
Trust's Agreement and Declaration of Trust, the Delaware
Business Trust Act, section 3817, permits a business trust
to
<PAGE>
indemnify and hold harmless any trustee, beneficial
owner, or other person from and against any and all claims
and demands whatsoever. Section 3803 protects a trustee,
when acting in such capacity, from personal liability to any
person other than the business trust or a beneficial owner
for any act, omission, or obligation of the business trust
or any trustee thereof, except as otherwise provided in the
Agreement and Declaration of Trust.
The Agreement and Declaration of Trust provides that the
Trustees shall not be responsible or liable in any event for
any neglect or wrong-doing of any officer, agent, employee,
Manager or Principal Underwriter of the Fund, nor shall any
Trustee be responsible for the act or omission of any other
Trustee. Subject to the provisions of the By-Laws, the
Trust, out of its assets, may indemnify and hold harmless
each and every Trustee and officer of the Trust from and
against any and all claims, demands, costs, losses,
expenses, and damages whatsoever arising out of or related
to such Trustees' performance of his or her duties as a
Trustee or officer of the Trust; provided that nothing in
the Declaration of Trust shall indemnify, hold harmless or
protect any Trustee or officer from or against any liability
to the Trust or any Shareholder to which he or she would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.
The By-Laws provide indemnification for each Trustee
and officer who was or is a party or is threatened to be
made a party to any proceeding, by reason of service in such
capacity, to the fullest extent, if it is determined that
Trustee or officer acted in good faith and reasonably
believed: (a) in the case of conduct in his official
capacity as an agent of the Trust, that his conduct was in
the Trust's best interests; (b) in all other cases, that his
conduct was at least not opposed to the Trust's best
interests; and (c) in the case of a criminal proceeding,
that he had no reasonable cause to believe the conduct of
that person was unlawful. However, there shall be no right
to indemnification for any liability arising by reason of
willful misfeasance, bad faith, gross negligence, or the
reckless disregard of the duties involved in the conduct of
the Trustee's or officer's office with the Trust. Further,
no indemnification shall be made:
(a) In respect of any proceeding as to which any
Trustee or officer shall have been adjudged to be
liable on the basis that personal benefit was
improperly received by him, whether or not the benefit
resulted from an action taken in the person's official
capacity; or
(b) In respect of any proceeding as to which any
Trustee or officer shall have been adjudged to be
liable in the performance of that person's duty to the
Trust, unless and only to the extent that the court in
which that action was brought shall determine upon
application that in view of all the relevant
circumstances of the case, that person is fairly and
reasonably entitled to indemnity for the expenses
which the court shall determine; however, in such
case, indemnification with respect to any proceeding
by or in the right of the Trust or in which liability
shall have been adjudged by reason of the disabling
conduct set forth in the preceding paragraph shall be
limited to expenses; or
(c) Of amounts paid in settling or otherwise
disposing of a proceeding, with or without court
approval, or of expenses incurred in defending a
proceeding which is
<PAGE>
settled or otherwise disposed of
without court approval, unless the required court
approval set forth in the By-Laws is obtained.
In any event, the Trust shall indemnify each officer and
Trustee against expenses actually and reasonably incurred in
connection with the successful defense of any proceeding to
which each such officer or Trustee is a party by reason of
service in such capacity, provided that the Board of
Trustees, including a majority who are disinterested, non-
party trustees, also determines that such officer or Trustee
was not liable by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of his or her duties
of office. The Trust shall advance to each officer and
Trustee who is made a party to a proceeding by reason of
service in such capacity the expenses incurred by such
person in connection therewith, if: (a) the officer or
Trustee affirms in writing that his good faith belief that
he has met the standard of conduct necessary for
indemnification, and gives a written undertaking to repay
the amount of advance if it is ultimately determined that he
has not met those requirements; and (b) a determination that
the facts then known to those making the determination would
not preclude indemnification.
The Trustees and officers of the Trust are entitled and
empowered under the Declaration of Trust and By-Laws, to the
fullest extent permitted by law, to purchase errors and
omissions liability insurance with assets of the Trust,
whether or not the Trust would have the power to indemnify
him against such liability under the Declaration of Trust or
By-Laws.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees,
officers, the underwriter or control persons of the
Registrant pursuant to the foregoing provisions, the
Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is,
therefore, unenforceable.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER.
KALMAR INVESTMENT ADVISERS:
The sole business activity of Kalmar Investment Advisers,
Barley Mill House, 3701 Kennett Pike, Greenville, Delaware
19807 (the "Adviser") is to serve as investment adviser to
each series of the Registrant. Information as to the
ownership and officers of the Adviser is included in its
Form ADV, File No. 801-16947, which is on file with the U.S.
Securities and Exchange Commission under the Investment
Advisers Act of 1940. Such Form ADV is incorporated by
reference herein.
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Rodney Square Distributors, Inc. ("RSD"),
the principal underwriter and distributor for the
Registrant's securities, currently acts as distributor
for the following entities:
The Rodney Square Fund
The Rodney Square Multi-Manager Fund
The Rodney Square Tax-Exempt Fund
The Rodney Square Strategic Fixed-Income Fund
<PAGE>
Brazos Mutual Funds
Heitman Real Estate Fund, Institutional Class
Kiewit Mutual Fund
1838 Investment Advisors Funds
The Olstein Funds
The HomeState Group
The Mallard Fund, Inc.
(b) The table below sets forth certain
information as to the Distributor's Directors,
officers and Control Persons:
POSITION(S) AND POSITION(S)
NAME AND PRINCIPAL OFFICE(S) WITH AND OFFICE(S)
BUSINESS RODNEY SQUARE WITH
ADDRESS DISTRIBUTORS, INC. REGISTRANT
- ------------------- ------------------ ----------------
Jeffrey O. Stroble President, None
1105 North Market Secretary,
Street Treasurer &
Wilmington, DE 19890 Director
Martin L. Klopping Director None
Rodney Square North
1100 North Market
Street
Wilmington, DE 19890
Cornelius G. Curran Vice President None
1105 North Market
Street
Wilmington, DE 19890
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules
(17 CFR 270-31a-1 to 31a-3) promulgated thereunder, is
maintained by the Registrant at Barley Mill House, 3701
Kennett Pike, Greenville, DE 19807, except for those
maintained by the Registrant's administrator, transfer
agent, dividend paying agent and accounting services agent,
Rodney Square Management Corporation, at Rodney Square
North, 1100 North Market Street, Wilmington, DE 19890.
ITEM 31. MANAGEMENT SERVICES.
There are no management related service contracts not
discussed in Part A or Part B.
ITEM 32. UNDERTAKINGS.
(a) Inapplicable.
(b) Inapplicable
(c) The Registrant hereby undertakes to furnish
each person to whom a prospectus is delivered with a
copy of the Registrant's latest annual report to
shareholders upon request and without charge.
(d) The Registrant hereby undertakes, if
requested to do so by the holders of at least 10% of
the Registrant's outstanding shares, to call a meeting
of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees and to
assist in communication with other shareholders, as
directed by Section 16(c) of the Investment Company
Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant, Kalmar
Pooled Investment Trust, certifies that this Post-Effective
Amendment No. 1 to its Registration Statement meets all of the
requirements for effectiveness pursuant to Rule 485(b) under the
Securities Act of 1933 and the Registrant further certifies that
it has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Greenville,
and State of Delaware on the 17th day of October, 1997.
Kalmar Pooled Investment Trust
-----------------------------
Registrant
By: /s/ Ford B. Draper, Jr.
-----------------------------
Ford B. Draper, Jr.
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
/s/ Ford B. Draper, Jr. Trustee, October 17, 1997
- ---------------------
Ford B. Draper, Jr. Chief Executive and
Financial Officer
/s/ Wendell Fenton* Trustee October 17, 1997
- -------------------
Wendell Fenton
/s/ John J. Quindlen* Trustee October 17, 1997
- ---------------------
John J. Quindlen
/s/ David M. Reese, Jr.* Trustee October 17, 1997
- ------------------------
David M. Reese, Jr.
/s/ David D. Wakefield* Trustee October 17, 1997
- ------------------------
David D. Wakefield
*By: /s/ Ford B. Draper, Jr.
-----------------------
Ford B. Draper, Jr., Attorney-in-Fact
(Pursuant to Power of Attorney
previously filed)
<PAGE>
EXHIBIT INDEX
Item 24(b) Exhibits
6a. Distribution Agreement between the registrant and
Rodney Square Distributors,Inc. on behalf of the
Small Cap and Micro Cap Funds.
9a. Accounting Services Agreement between the Registrant
and Rodney Square Management Corporation.
9b. Administration Agreement between the Registrant and
Rodney Square Management Corporation.
9c. Transfer Agency Agreement between the Registrant and
Rodney Square Management Corporation.
11. Consent of Independent Auditors
17. Financial Data Schedule
<PAGE>
DISTRIBUTION AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
RODNEY SQUARE DISTRIBUTORS, INC.
THIS DISTRIBUTION 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 Rodney Square Distributors,
Inc., a corporation organized under the laws of the State of
Delaware (the "Distributor"), 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 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 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 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) may sell Shares under
offers of exchange, if available, between and among the funds
distributed by Distributor and advised by Rodney Square
Management Corporation or Wilmington Trust Company; and (iii)
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
others ("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
agreements.
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.
<PAGE>
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 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. Distributor agrees to use
all reasonable efforts to ensure that taxpayer identification
numbers provided for shareholders of the Trust are correct.
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. PORTFOLIO SECURITIES. Portfolio securities of every Series
of the Trust may be bought or sold by or through the
Distributor, and the Distributor may participate directly or
indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of any Series of the
Trust. However, all sums of money received by the
Distributor as a result of such purchases and sales or as a
result of such participation must, after reimbursement of
actual expenses of the Distributor in connection with such
activity, be paid over by the Distributor to or for the
benefit of the applicable Series.
10.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.
11.EXPENSES, COMPENSATION AND REIMBURSEMENT
(a)The Trust shall pay all fees and expenses:
<PAGE>
(i) in connection with the preparation, setting in type
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 agent or salesperson in any
state);
(iii) of preparing, setting in type, printing and mailing
any report or other communication to shareholders of
the Trust in their capacity as such; and
(iv) of preparing, setting in type, printing and mailing
Prospectuses, SAIs, and any supplements thereto, sent
to existing shareholders.
(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 monitoring their financial
strength and contractual compliance, providing, directly
or through its affiliates certain investor support
services, personal service, and the maintenance of
shareholder accounts.
(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.
12.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 a
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
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
<PAGE>
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 cost of
investigating 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 its 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 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.
<PAGE>
13.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 continuance after the one (1) year period
is approved at least annually by either (i) the vote of a
majority of the Trustees of the Trust, or by the vote of a
majority of the outstanding voting securities of the Trust,
and (ii) 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 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.
14.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.
15.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.
16.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.
17.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.
18.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.
<PAGE>
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 B. Draper, Jr.
-----------------------------
Ford B. Draper, Jr., President
RODNEY SQUARE DISTRIBUTORS, INC.
By: /s Jeffrey O. Stroble
----------------------------
Jeffrey O. Stroble, President
Acknowledgment as to
reimbursement with respect to
marketing expenses of Rodney
Square Distributors, Inc. as
Distributor.
Kalmar Investment Advisers, as Investment Adviser
By: /s/ Ford B. Draper, Jr.
-----------------------
Ford B. Draper, Jr., President
Date: 7/10/97
<PAGE>
APPENDIX A
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
FUND LISTING
Kalmar "Growth-with-Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
<PAGE>
ACCOUNTING SERVICES AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
RODNEY SQUARE MANAGEMENT CORPORATION
THIS ACCOUNTING SERVICES 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 Rodney Square Management
Corporation, a Delaware corporation ("Rodney 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 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 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 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 Rodney Square to provide certain accounting services; and
Rodney Square is willing to furnish such services to the Trust
with respect to each of the Series listed on Appendix 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 promises and mutual
covenants herein contained, it is agreed between the parties
hereto as follows:
1. APPOINTMENT. The Trust hereby appoints Rodney Square
to provide certain accounting services to the Trust for the
period and on the terms set forth in this Agreement. Rodney
Square accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as
provided in Paragraph 12 of this Agreement. Rodney Square agrees
to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder, and to remain open
for business on any day on which the New York Stock Exchange, the
Federal Reserve Bank of Philadelphia and Wilmington Trust Company
are open for business. The Trust may from time to time issue
separate Series or classes or classify and reclassify shares of
such Series or classes. Rodney Square shall identify to each
such Series or class property belonging to such Series or class
and in such reports, confirmations and notices to the Trust
called for under this Agreement shall identify the Series or
class to which such report, confirmation or notice pertains.
2. DOCUMENTS. The Trust has furnished Rodney Square
copies of the Trust's Agreement and Declaration of Trust, By-
Laws, Advisory Agreement, Distribution Agreement, Administration
Agreement, Custody Agreement, Transfer Agency Agreement, most
recent Registration Statement on Form N-1A, current Prospectuses
and Statement of Additional Information (the "SAI") and all forms
relating to any plan, program or service offered by the Trust.
The Trust shall furnish promptly to Rodney Square a copy of any
amendment or supplement to the above-mentioned documents. The
Trust shall furnish promptly to Rodney Square any additional
documents necessary for it to perform its functions hereunder or
such other documents as Rodney Square shall request.
<PAGE>
3. DEFINITIONS.
(a) Authorized Person. As used in this Agreement, the term
"Authorized Person" means the President, Treasurer,
Secretary and any Vice President 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 Board of
Trustees of the Trust to give Oral and Written Instructions
on behalf of the Trust and listed on Appendix B as such
Appendix may be amended and provided to Rodney Square from
time to time.
(b) Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means oral instructions actually
received by Rodney Square from an Authorized Person or from
a person reasonably believed by Rodney Square to be an
Authorized Person. The Trust agrees to deliver to Rodney
Square, at the time and in the manner specified in Paragraph
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, e-mail, tested telegram, cable,
telex or facsimile sending device, and received by Rodney
Square, signed by two Authorized Persons.
4. INSTRUCTIONS CONSISTENT WITH AGREEMENT AND DECLARATION
OF TRUST, ETC.
(a) Unless otherwise provided in this Agreement, Rodney
Square shall act only upon Oral and Written Instructions.
Although Rodney Square may know of the provisions of the
Agreement and Declaration of Trust and By-Laws of the Trust,
Rodney Square may assume that any Oral or Written
Instructions received hereunder are not in any way
inconsistent with any provisions of such Trust Instrument or
By-Laws or any vote, resolution or proceeding of the
Shareholders, or of the Board of Trustees, or of any
committee thereof.
(b) Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received
by Rodney Square pursuant to this Agreement. The Trust
agrees to forward to Rodney Square Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by Rodney Square, whether by hand
delivery, telex, facsimile sending device or otherwise, by
the close of business of the same day that such Oral
Instructions are given to Rodney Square. The Trust agrees
that the fact that such confirming Written Instructions are
not received by Rodney Square shall in no way affect the
validity of the transactions or enforceability of the
transactions authorized by the Trust by giving Oral
Instructions.
The Trust agrees that Rodney Square shall incur no liability
to the Trust in acting upon Oral Instructions given to Rodney
Square hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an
Authorized Person.
5. SERVICES ON A CONTINUING BASIS.
(a) Rodney Square will perform the following accounting
functions on a daily basis:
(i) Journalize each Fund's investment, capital share
and income and expense activities;
<PAGE>
(ii) Verify investment buy/sell trade tickets when
received from the
Trust's investment advisor ("Advisor") and
transmit trades to the
Trust's custodian for proper settlement;
(iii) Maintain individual ledgers for investment
securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of each
Fund with the Custodian, and provide the Advisor
with the beginning cash balance available for investment
purposes;
(vi) Update the cash availability throughout the day as
required by the Advisor;
(vii) Post to and prepare each Fund's Statement of
Assets and Liabilities and the Statement of Operations;
(viii) Calculate expenses payable pursuant to the
Fund's various contractual obligations;
(ix) Control all disbursements from the Trust on behalf
of each Fund and authorize such disbursements upon Written
Instructions;
(x) Calculate capital gains and losses;
(xi) Determine each Fund's net income;
(xii) Obtain security market quotes from services
approved by the Advisor, or if such quotes are unavailable,
then obtain such prices from services approved by the Advisor,
and in either case calculate the market or fair value of each
Fund's investments;
(xiii) Transmit or mail a copy of the portfolio
valuation to the Advisor;
(xiv) Compute the net asset value of each class of
each Fund;
(xv) Compute the yield, total return and expense ratio
of each class of each Fund, and each Fund's portfolio
turnover rate; and
(xvi) Monitor the expense accruals and notify Trust
management of any proposed adjustments.
(b) In addition, Rodney Square will:
(i) Prepare monthly financial statements, which will
include without
limitation the following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses;
(ii) Prepare monthly security transactions listings;
(iii) Prepare quarterly broker security
transactions summaries;
(iv) Supply various Trust, Fund and class statistical
data as requested on an ongoing basis;
(v) Assist in the preparation of support schedules
necessary for completion of Federal and state tax returns;
(vi) Assist in the preparation and filing of the
Trust's Semi-Annual Reports with the SEC on Form N-SAR;
(vii) Assist in the preparation and filing of the Trust's annual
and semi-annual shareholder reports and proxy statements;
(viii) Assist with the preparation of and Amendments to the Trust's
registration statements on Form N-lA and other filings
relating to the registration of shares; and
<PAGE>
(ix) Monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended.
6. RECORDS. Rodney Square shall keep all books and
records with respect to the Trust's books of account and records
of the Trust's securities transactions. The books and records
pertaining to the Trust which are in the possession of Rodney
Square shall be the property of the Trust. Such books and
records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws and rules and
regulations. The Trust, or the Trust's authorized
representatives, shall have access to such books and records at
all times during Rodney Square's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and
records shall be provided by Rodney Square to the Trust or the
Trust's authorized representative at the Trust's expense.
7. LIAISON WITH ACCOUNTANTS. Rodney Square shall act as
liaison with the Trust's independent public accountants and shall
provide account analyses, fiscal year summaries, and other audit
related schedules. Rodney Square shall take all reasonable
action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to
such accountants for the expression of their opinion, as such may
be required by the Trust from time to time.
8. CONFIDENTIALITY. Rodney Square agrees on behalf of
itself and its employees to treat confidentially and as
proprietary information of the Trust all records and other
information relative to the Trust and its prior, present or
potential Shareholders, and not to use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except, after prior
notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be
withheld where Rodney Square may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when
so requested by the Trust.
9. EQUIPMENT FAILURES. In the event of equipment failures
beyond Rodney Square's control, Rodney Square shall, at no
additional expense to the Trust, take reasonable steps to
minimize service interruptions but shall have no liability with
respect thereto. Rodney Square shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate
equipment is available.
10. RIGHT TO RECEIVE ADVICE.
(a) Advice of Trust. If Rodney Square shall be in doubt as
to any action to be taken or omitted by it, it may request,
and shall receive, from the Trust directions or advice,
including Oral or Written Instructions where appropriate.
(b) Advice of Counsel. If Rodney Square shall be in doubt
as to any question of law involved in any action to be taken
or omitted by Rodney Square, it may request advice at the
Trust's expense from counsel of its own choosing (who may be
the regularly retained counsel for the Trust or Rodney
Square, at the option of Rodney Square).
(c) Conflicting Advice. In case of conflict between oral
and written instructions received by Rodney Square, Rodney
Square shall be entitled to rely on and follow written
instructions alone. In case of conflict between advice
received from the Trust under (a) and (b) above, Rodney
Square shall be entitled to rely on and follow advice
obtained in accordance with (b) above.
<PAGE>
(d) Protection of Rodney Square. Rodney Square shall be
protected in any action or inaction which it takes in
reliance on any directions, advice or Oral or Written
Instructions received pursuant to subsections (a) or (b) of
this paragraph which Rodney Square, after receipt of any
such directions, advice or Oral or Written Instructions, in
good faith believes to be consistent with such directions,
advice or Oral or Written Instructions, as the case may be.
However, nothing in this paragraph shall be construed as
imposing upon Rodney Square any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii)
to act in accordance with such directions, advice or Oral or
Written Instructions when received, unless, under the terms
of another provision of this Agreement, the same is a
condition to Rodney Square's properly taking or omitting to
take such action
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
The Trust assumes full responsibility for insuring that the Trust
complies with all applicable requirements of the Securities Act
of 1933 ("1933 Act"), the Securities Exchange Act of 1934, as
amended ("1934 Act"), the 1940 Act, and any laws, rules and
regulations of governmental authorities having jurisdiction.
12. COMPENSATION. For the performance of its obligations
under this Agreement, the Trust on behalf of each Fund, shall pay
Rodney Square in accordance with the fee arrangements described
in Schedule A attached hereto, as such schedule may be amended
from time to time.
13. INDEMNIFICATION. The Trust agrees to indemnify and
hold harmless Rodney Square and any officer, director, or
employee of Rodney Square and any person who controls Rodney
Square within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act (collectively, "Rodney Square
Affiliates") from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1934 Act, the 1940
Act, and any other laws, rules and regulations of any
governmental authorities, all as or to be amended from time to
time) and expenses, including (without limitation) attorneys'
fees and disbursements, arising directly or indirectly from any
action or thing which Rodney Square takes or does or omits to
take or do (i) at the request or on the direction of or in
reliance on the written advice of the Trust or (ii) upon Oral or
Written Instructions, provided, that neither Rodney Square nor
any of its nominees shall be indemnified against any liability to
the Trust or to its Shareholders (or any expenses incident to
such liability) arising out of Rodney Square's own willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties and obligations specifically described in this
Agreement.
14. RESPONSIBILITY OF RODNEY SQUARE. In the performance of
its duties hereunder, Rodney Square shall be obligated to
exercise care and diligence and to act in good faith and to use
its best efforts within reasonable limits in performing services
provided for under this Agreement. Rodney Square shall be under
no duty to take any action on behalf of the Trust except as
specifically set herein or as may be specifically agreed to by
Rodney Square in writing. Neither Rodney Square nor any Rodney
Square Affiliate 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 that such loss. arise out of Rodney 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 Rodney 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 Rodney Square's duties
<PAGE>
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 Rodney Square or
any of its affiliates, even though paid by one of those entities.
Rodney 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 Rodney 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, Rodney 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 or in
respect of (i) 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 Rodney Square reasonably believes to be
genuine; or (ii) delays or errors or loss of data occurring by
reason of circumstances beyond Rodney Square's control, including
acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in
paragraph 9), flood or catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication
or power supply.
15. DURATION AND TERMINATION. The provisions of this
Agreement may not be changed, waived, discharged or terminated
orally, but only by written instrument that shall make specific
reference to this Agreement and that shall be signed by the party
against which enforcement of such change, waiver, discharge or
termination is sought.
This Agreement shall become effective as of the day and
year first written above, and unless terminated as provided,
shall continue in force for three (3) years from the date of its
execution and thereafter from year to year, provided continuance
after the three (3) year period is approved at least annually by
a vote of the Trustees of the Trust. This Agreement may at any
time be terminated on sixty (60) days' written notice given to
Rodney Square or by Rodney Square by six (6) months' written
notice given to the Trust; provided, however, that the foregoing
provisions of this Agreement may be terminated immediately at any
time for cause either by the Trust or by Rodney Square in the
event that such cause shall have remained unremedied for sixty
(60) days or more after receipt of written specification of such
cause. Any such termination shall not affect the rights and
obligations of the parties under Section 13 hereof.
Upon the termination of this Agreement, the Trust shall
pay to Rodney Square such compensation as may be payable for the
period prior to the effective date of such termination, including
reimbursement for any out-of-pocket expenses reasonably incurred
by Rodney Square to such date. In the event that the Trust
designates a successor to any of Rodney Square's obligations
hereunder, Rodney Square shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records
and other data established or maintained by Rodney Square under
the foregoing provisions.
16. NOTICES. 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.
17. FURTHER ACTIONS. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
18. AMENDMENTS. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the
party against which enforcement of such change or waiver is
sought.
<PAGE>
19. DELEGATION. On thirty (30) days' prior written notice
to the Trust, Rodney Square may assign all its rights and
delegate its duties hereunder to any wholly-owned direct or
indirect subsidiary of Wilmington Trust Company provided that (i)
the delegate agrees with Rodney Square to comply with all
relevant provisions of the 1940 Act and applicable rules and
regulations; (ii) Rodney Square shall remain responsible for the
performance of all of its duties under this Agreement; (iii)
Rodney Square and such delegate shall promptly provide such
information as the Trust may request; and (iv) Rodney Square
shall respond to such questions as the Trust may ask, relative to
the delegation, including (without limitation) the capabilities
of the delegate.
20. MISCELLANEOUS.
(a) 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.
(b) This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all
prior agreements and understandings, relating to the subject
matter hereof, provided that the parties hereto may embody in one
or more separate documents their agreement, if any, with respect
to Written and/or Oral Instructions. 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
shall be deemed to be a contract made in Delaware and governed by
Delaware law. 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.
This Agreement shall be binding and shall inure to the benefits
of the parties hereto and their respective successors.
(c) Rodney Square is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Trust
Instrument of the Trust and agree that obligations assumed by the
Trust under this Agreement shall be limited in all cases to the
Trust and its assets, and if the liability relates to one or more
Funds, the obligations hereunder shall be limited to the
respective assets of such Fund or Funds. Rodney Square further
agrees that it shall not seek satisfaction of any such
obligations from the shareholders or any individual shareholder
of the Funds, nor from the Trustees or any individual Trustee of
the Trust.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their officers designated below on
the day and year first written above.
KALMAR POOLED INVESTMENT TRUST
By: /s/ Ford B. Draper, Jr.
------------------------------
Ford B. Draper, Jr., President
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Martin L. Klopping
-------------------------------
Martin L. Klopping., President
<PAGE>
APPENDIX A
ACCOUNTING SERVICES AGREEMENT
KALMAR POOLED INVESTMENT TRUST
FUND LISTINGS AND FEE SCHEDULE
For accounting services provided to Kalmar Pooled Investment
Trust pursuant to this Accounting Services Agreement, Rodney
Square Management Corporation shall receive an annual fee for the
first class of each portfolio calculated as follows:
$45,000 for assets up to $50 million, plus;
0.03% of the next $50 million in assets, plus;
0.02% of assets in excess of $100 million.
The fee paid by each additional class of a portfolio shall
be calculated as follows:
$12,000 for assets up to $50 million, plus;
0.02% of assets in excess of $50 million
PORTFOLIOS:
Kalmar "Growth-with-Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
This accounting fee shall be 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 Rodney
Square or paid directly by the Trust.
LIQUIDATED DAMAGES:
Upon the termination of the attached Agreement within the initial
three (3) year term by the Trust or the Trust's Board of Trustees,
the Trust shall pay to Rodney Square six (6) months of base fees
in liquidated damages with respect to each Portfolio.
<PAGE>
APPENDIX B
ACCOUNTING SERVICES AGREEMENT
KALMAR POOLED INVESTMENT TRUST
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board of
Trustees to give Oral and Written Instructions on behalf of the
Portfolios:
Ford B. Draper, Jr.
Lee B. Davis
Marjorie L. McMenamin
Molly Graham
John J. Kelley
Carl M. Rizzo
ADMINISTRATION AGREEMENT
between
KALMAR POOLED INVESTMENT TRUST
and
RODNEY SQUARE MANAGEMENT CORPORATION
THIS ADMINISTRATION 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 Rodney Square Management
Corporation, a Delaware corporation ("Rodney 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 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 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 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 Rodney Square and to have Rodney Square provide certain
administrative services; and Rodney Square is willing to furnish
such services to the Trust with respect to each Series listed on
Schedule A to this Agreement (each a "Fund" and collectively the
"Funds") 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. APPOINTMENT. The Trust hereby appoints and employs
Rodney Square as agent to perform those services described in
this Agreement for the Trust, with such appointment to take
effect at the close of business on the date first written above.
Rodney Square shall act under such appointment and perform the
obligations thereof upon the terms and conditions hereinafter set
forth and in accordance with the principles of principal and
agent enunciated by the common law.
2. DOCUMENTS. The Trust has furnished Rodney Square with
copies of the Trust's Agreement and Declaration of Trust, By-
Laws, Advisory Agreement, Distribution Agreement, Accounting
Services Agreement, Custody Agreement, Transfer Agency Agreement,
Shareholder Servicing Plan and Agreement, most recent
Registration Statement on Form N-1A, current Prospectuses and
Statement of Additional Information (the "SAI") and all forms
relating to the plan, program or service offered by the Trust.
The Trust shall furnish promptly to Rodney Square a copy of any
amendment or supplement to the above-mentioned documents. The
Trust shall furnish promptly to Rodney Square any additional
documents necessary for it to perform its functions hereunder or
such other documents as Rodney Square shall request.
<PAGE>
3. ADMINISTRATIVE SERVICES. Subject to the direction and
control of the Board of Trustees of the Trust (the "Trustees")
and to the extent not otherwise the responsibility of, or
provided by, the Trust or other supply agents of the Trust,
Rodney Square shall provide the following administrative
services:
a. Supply:
(i) office facilities (which may be in Rodney
Square's or its affiliates' own offices);
(ii) non-investment related statistical and
research data;
(iii) executive and administrative services;
(iv) stationery and office supplies at Trust
expense; and
(v) corporate secretarial services, such as the
preparation and distribution of materials at
Trust expense for meetings of the Trustees or
shareholders;
b. Prepare and file, if necessary, reports to
shareholders of the Trust and reports with the
Securities and Exchange Commission (the "SEC"), state
securities authorities including preliminary and
definitive proxy materials, post-effective amendments
to the Trust's registration statement, Rule 24f-2
Notices, Form N-SAR filings and Prospectus supplements;
c. Monitor each Fund's compliance with the investment
restrictions and limitations imposed by the 1940 Act,
and state securities laws and applicable regulations
thereunder, the fundamental and non-fundamental
investment policies and limitations set forth in the
Prospectuses and SAI, and the investment restrictions
and limitations necessary for each Fund to qualify as a
regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code")
or any successor statute;
d. Monitor sales of each Fund's shares and ensure
that such shares are properly registered, qualified or
authorized for sale as required by the SEC and/or
applicable state authorities;
e. Prepare and distribute to appropriate parties
notices announcing the declaration of dividends and
other distributions to shareholders;
f. Prepare financial statements and footnotes and
other financial information with such frequency and in
such format as required to be included in reports to
shareholders and the SEC;
g. Review sales literature and file such with
regulatory authorities, as necessary;
h. Provide information regarding material
developments in state securities regulation; and
i. Provide personnel to serve as officers of the
Trust if so elected by the Trustees.
4. EXPENSES OF THE TRUST. The Trust agrees that it will
pay all its expenses other than those expressly stated to be
payable by Rodney Square hereunder, which expenses payable by the
Trust shall include, without limitation:
<PAGE>
a. Fees payable for investment advisory services
provided by the Trust's investment adviser;
b. Fees payable for services provided by the Trust's
independent public accountants;
c. Fees payable for accounting services;
d. Fees payable for transfer agency services;
e. Fees payable for custodial services;
f. The cost of obtaining quotations for calculating
the value of the assets of each Fund;
g. Taxes levied against the Trust or any Fund;
h. Brokerage fees, mark-ups and commissions in
connection with the purchase and sale of portfolio
securities;
i. Costs, including the interest expense, of
borrowing money;
j. Costs and/or fees incident to holding meetings of
the Trustees and/or shareholders, preparation
(including typesetting, printing and EDGAR filing
charges) and mailing of prospectuses, reports and
proxy materials to the existing shareholders of the
Trust, filing of reports with regulatory bodies,
maintenance of the Trust's corporate existence, and
registration, qualification or notification of shares
with federal and state securities authorities;
k. Legal fees and expenses;
l. Costs of printing share certificates representing
shares of the Trust;
m. Fees payable to, and expenses of, members of the
Trustees who are not "interested persons" of the Trust;
n. Out-of-pocket expenses incurred in connection with
the provision of administration, accounting, custodial
and transfer agency services;
o. Premiums payable on the fidelity bond required by
Section 17(g) of the 1940 Act, and any other premiums
payable on insurance policies related to the Trust's
business and the investment activities of its Funds;
p. Rule 12b-1 fees, if any;
q. Shareholder service fees, if any;
r. Fees, voluntary assessments and other expenses
incurred in connection with the Trust's membership in
investment company organizations; and
<PAGE>
s. Such non-recurring expenses as may arise,
including actions, suits or proceedings to which the
Trust is a party and the legal obligation which the
Trust may have to indemnify its Trustees and officers
with respect thereto.
Except as otherwise agreed by Rodney Square, Rodney Square
will not reimburse the Trust for (or have deducted from its fees
payable under this Agreement) any expenses in excess of any
expense limitations imposed by state securities commissions
having jurisdiction over the sale of Fund shares.
5. RECORDKEEPING AND OTHER INFORMATION. Rodney 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, pertaining to the various functions (described above)
performed by it and not otherwise created and maintained by
another party pursuant to contract with the Trust. 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 Rodney Square for the periods
and in the places required by Rule 31a-2 under the 1940 Act.
6. AUDIT, INSPECTION AND VISITATION. Rodney Square shall
make available during regular business hours all records and
other data created and maintained pursuant to the foregoing
provisions of this Agreement for reasonable audit and inspection
by the Trust, any person retained by the Trust or any regulatory
agency having authority over the Trust.
7. APPOINTMENT OF AGENTS. Rodney Square may at any time
or times in its discretion appoint (and may at any time remove)
other parties as its agent to carry out such of the provisions of
this Agreement as Rodney Square may from time to time direct;
provided, however, that the appointment of any such agent shall
not relieve Rodney Square of any of its responsibilities or
liabilities hereunder.
8. RIGHT TO RECEIVE ADVICE.
a. Advice of Trust. If Rodney Square shall be in
doubt as to any action to be taken or omitted by it, it
may request, and shall receive, from the Trust
directions or advice, including oral or written
instructions where appropriate.
b. Advice of Counsel. If Rodney Square shall be in
doubt as to any question of law involved in any action
to be taken or omitted by Rodney Square, it may request
advice at the Trust's expense from counsel of its own
choosing (who may be the regularly retained counsel for
the Trust or Rodney Square, at the option of Rodney
Square).
c. Conflicting Advice. In case of conflict between
oral and written instructions received by Rodney
Square, Rodney Square shall be entitled to rely on and
follow written instructions alone. In case of conflict
between advice received from the Trust or Counsel under
(a) and (b) above, Rodney Square shall be entitled to
rely on and follow advice obtained in accordance with
(b) above.
d. Protection of Rodney Square. Rodney Square shall
be protected in any action or inaction which it takes
in reliance on any directions, advice or oral or
written Instructions received pursuant to subsections a
or b of this Section which Rodney Square, after receipt
of any such directions, advice or oral or written
instructions, in good faith believes to be consistent
with such directions, advice or oral or written
<PAGE>
instructions, as the case may be. However, nothing in
this Section shall be construed as imposing upon Rodney
Square any obligation (i) to seek such direction,
advice or oral or written instructions, or (ii) to act
in accordance with such directions, advice or oral or
written instructions when received, unless, under the
terms of another provision of this Agreement, the same
is a condition to Rodney Square's properly taking or
omitting to take such action.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
Except as otherwise provided herein, the Trust assumes full
responsibility for ensuring that the Trust complies with all
applicable requirements of the Securities Act of 1933, as amended
(the "1933 Act"), the Securities Exchange Act of 1934, as amended
(the "1934 Act"), the 1940 Act, the Commodity Exchange Act and
any laws, rules and regulations of governmental authorities
having jurisdiction.
10. COMPENSATION. For the performance of its obligations
under this Agreement, each Fund shall pay Rodney Square an
administrative fee with respect to each Fund in accordance with
the fee arrangements described in Schedule A attached hereto, as
such schedule may be amended from time to time.
11. USE OF RODNEY SQUARE'S NAME. The Trust shall not use
the name of Rodney Square or any of its affiliates in any
Prospectus, SAI, sales literature or other material relating to
the Trust in a manner not approved prior thereto in writing by
Rodney Square; provided, however, that Rodney Square shall
approve all uses of its and its affiliates' names that merely
refer in accurate terms to their appointments hereunder or that
are required by the SEC or a state securities commission; and
further provided, that in no event shall such approval be
unreasonably withheld.
12. USE OF TRUST'S NAME. Neither Rodney Square nor any of
its affiliates shall use the name of the Trust or material
relating to the Trust on any forms (including any checks, bank
drafts or bank statements) for other than internal use in a
manner not approved prior thereto by the Trust; provided,
however, that the Trust shall approve all uses of its name that
merely refer in accurate terms to the appointment of Rodney
Square hereunder or that are required by the SEC or a state
securities commission; and further provided, that in no event
shall such approval be unreasonably withheld.
13. LIABILITY OF RODNEY SQUARE OR AFFILIATES. Neither
Rodney Square nor any officer, director, or employee of Rodney
Square, nor any person who controls Rodney Square within the
meaning of Section 15 of the 1933 Act or Section 20(a) of the
1934 Act (collectively, "Rodney Square Affiliates") 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 of a loss
resulting from willful misfeasance, bad faith, gross negligence
or reckless disregard of such person's obligations and duties
under this Agreement. Any person, even though also an officer,
director, employee or agent of Rodney 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
Rodney 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 Rodney Square or any of its affiliates, even though
paid by one of those entities. Rodney 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 Rodney Square
be responsible for reviewing any such act or omissions.
<PAGE>
14. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless
Rodney Square and any person who is an Rodney Square
Affiliate from all taxes, charges, expenses,
assessments, claims and liabilities including, without
limitation, liabilities arising under the 1933 Act, the
1934 Act or the 1940 Act and any applicable 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 Rodney 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. Neither Rodney Square nor any Rodney
Square Affiliate shall be indemnified against any
liability (or any expenses incident to such liability)
arising out of Rodney Square's or any such affiliate's
own willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties and obligations under
this Agreement.
b. Rodney Square agrees to indemnify and hold
harmless the Trust from all taxes, charges, expenses,
assessments, claims and liabilities arising from Rodney
Square's obligations pursuant to this Agreement
(including, without limitation, liabilities arising
under the Securities Laws, and any state and foreign
securities laws, and amendments thereto) and expenses,
including (without limitation) reasonable attorneys'
fees and disbursements arising directly or indirectly
out of Rodney Square's or its directors', officers',
employees', agents' and representatives 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 14 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.
15. RESPONSIBILITY OF RODNEY SQUARE. In the performance of
its duties hereunder, Rodney Square shall be obligated to
exercise care and diligence and to act in good faith and to use
its best efforts within reasonable limits in performing services
provided for under this Agreement. Rodney Square shall be under
no duty to take any action on behalf of the Trust except as
specifically set forth or as may be specifically agreed to by
Rodney Square in writing. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Rodney
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 or in respect of (i) 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 Rodney Square
reasonably believes to be genuine; or (ii) delays or errors or
loss of data occurring by reason of circumstances beyond Rodney
Square's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, mechanical
breakdown, flood or catastrophe, acts of God, insurrection, war,
riots or failure of the mails, transportation, communication or
power supply, which circumstances Rodney Square shall take
minimal actions to minimize loss of data therefor.
<PAGE>
16. DURATION, TERMINATION, ETC. The provisions of this
Agreement may not be changed, waived, discharged or terminated
orally, but only by written instrument that shall make specific
reference to this Agreement and that shall be signed by the party
against which enforcement of such change, waiver, discharge or
termination is sought.
This Agreement shall become effective as of the day and
year first written above, and unless terminated as provided,
shall continue in force for three (3) years from the date of its
execution and thereafter from year to year, provided continuance
after the three (3) year period is approved at least annually by
a vote of the Trustees of the Trust. This Agreement may at any
time be terminated on sixty (60) days' written notice given to
Rodney Square or by Rodney Square by six (6) months' written
notice given to the Trust; provided, however, that the foregoing
provisions of this Agreement may be terminated immediately at any
time for cause either by the Trust or by Rodney Square in the
event that such cause shall have remained unremedied for sixty
(60) days or more after receipt of written specification of such
cause. Any such termination shall not affect the rights and
obligations of the parties under Section 13 hereof.
Upon the termination of this Agreement, the Trust shall
pay to Rodney Square such compensation as may be payable for the
period prior to the effective date of such termination, including
reimbursement for any out-of-pocket expenses reasonably incurred
by Rodney Square to such date. In the event that the Trust
designates a successor to any of Rodney Square's obligations
hereunder, Rodney Square shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records
and other data established or maintained by Rodney Square under
the foregoing provisions.
17. AMENDMENTS. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the
party against which enforcement of such change or waiver is
sought.
Rodney Square and the Trust shall regularly consult
with each other regarding Rodney Square's performance of its
obligations and its compensation under the foregoing provisions.
In connection therewith, the Trust shall submit to Rodney Square
at a reasonable time in advance of filing with the SEC copies of
any amended or supplemented registration statement of the Trust
(including exhibits) under the 1933 Act 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 materials that
would require any change in Rodney Square's obligations under the
foregoing provisions shall be subject to the burdened party's
approval, which shall not be unreasonably withheld. In the event
that a change in such documents or in the procedures contained
therein increases the cost to Rodney Square of performing its
obligations hereunder by more than an insubstantial amount,
Rodney Square shall be entitled to receive reasonable
compensation therefor.
18. 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.
19. 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.
20. 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.
<PAGE>
21. SHAREHOLDER LIABILITY. Rodney 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 agree that obligations assumed by the Trust
under this Agreement shall be limited in all cases to the Trust
and its assets, and if the liability relates to one or more
Funds, the obligations hereunder shall be limited to the
respective assets of such Fund or Funds. Rodney Square further
agrees that it shall not seek satisfaction of any such
obligations from the shareholders or any individual shareholder
of the Funds, nor from the Trustees or any individual Trustee of
the Trust.
22. 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.
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 B. Draper, Jr.
-------------------------------
Ford B. Draper, Jr., President
RODNEY SQUARE MANAGEMENT
CORPORATION
By:/s/ Martin L. Klopping
-----------------------------
Martin L. Klopping, President
<PAGE>
ADMINISTRATION AGREEMENT
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
PORTFOLIO LISTING AND FEE SCHEDULE
For the services Rodney Square provides under the Administration
Agreement attached hereto, Kalmar Pooled Investment Trust (the
"Trust") agrees to pay Rodney Square an administration fee equal
to 0.15% of the first $50 million in assets, plus 0.10% of
assets over $50 million of average daily net assets for the year.
These fees are calculated on a group basis and are subject to a
$50,000 minimum for the first Portfolio and $20,000 minimum for
each additional Portfolio.
PORTFOLIOS
Kalmar "Growth-with-Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
This administration fee shall be payable monthly as soon as
practicable after the last day of each month based on the average
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 Rodney
Square or paid directly by the Trust.
LIQUIDATED DAMAGES:
Upon the termination of the attached Agreement within the
initial three (3) year term by the Trust or the Trust's Board of
Trustees, the Trust shall pay to Rodney Square six (6) months of
base fees in liquidated damages.
TRANSFER AGENCY AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
RODNEY 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 Rodney Square Management
Corporation, a Delaware corporation ("Rodney 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
Rodney Square to serve as the Trust's transfer agent and Rodney
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 Rodney 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 Rodney 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 Rodney 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 Rodney Square's appointment hereunder and
<PAGE>
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 Rodney Square a copy of any
amendment or supplement to the above-listed documents. The
Trust shall furnish to Rodney 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
Rodney Square from time to time.
(b) Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means oral instructions actually received
by Rodney Square from an Authorized Person or from a person
reasonably believed by Rodney Square to be an Authorized
Person. The Trust agrees to deliver to Rodney 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 Rodney Square and
signed by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH AGREEMENT AND DECLARATION OF
TRUST, ETC.
(a) Unless otherwise provided in this Agreement, Rodney
Square shall act only upon Oral or Written Instructions.
Although Rodney Square may know of the provisions of the
Agreement and Declaration of Trust and By-Laws of the Trust,
Rodney 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) Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received
by Rodney Square pursuant to this Agreement. The Trust
agrees to forward to Rodney Square Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by Rodney Square by the close of
business of the same day that such Oral Instructions are
given to Rodney Square. The Trust agrees that the fact that
such confirming Written Instructions are not received by
Rodney 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 Rodney
Square shall incur no liability to the Trust in acting upon
Oral Instructions given to Rodney 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, Rodney Square is authorized
to take the following actions:
<PAGE>
(a) Issuance of Shares. Upon receipt of a purchase order
from the Distributor, as defined in the Distribution
Agreement between the Trust and Rodney Square Distributors,
Inc. or a prospective shareholder for the purchase of Shares
and sufficient information to enable Rodney 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
Rodney Square's designated bank, Rodney Square shall issue
and credit the account of the investor or other record holder
with Shares in the manner described in the relevant
Prospectus. Rodney 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 mark 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 Rodney
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 Rodney 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 Rodney 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 Rodney 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
Rodney 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
Rodney Square.
(iii) Upon receipt of signed share certificates,
which shall be in proper form for transfer, and upon
cancellation or destruction thereof, Rodney 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.
<PAGE>
(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, Rodney 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,
Rodney 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, Rodney 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, Rodney Square and the Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust
agrees to notify Rodney 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 Rodney 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 Rodney
Square a certificate, upon which Rodney 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 furnish
Rodney 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, Rodney 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,
Rodney 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, Rodney Square and the Trust's Custodian.
<PAGE>
Rodney 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, Rodney 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 Rodney Square from time to
time, and such procedures and controls as are mutually agreed
upon from time to time by and among the Trust, Rodney Square
and the Trust's Custodian, Rodney 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. Rodney 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. Rodney Square
will receive and tabulate the proxy cards for the meetings of
the shareholders of the Fund.
(b) Correspondence. Rodney 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 Rodney Square and the Trust.
9. SERVICES TO BE PERFORMED. Rodney 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
Rodney 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) Rodney Square shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule C.
(b) Rodney 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 Rodney Square for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
<PAGE>
11. AUDIT, INSPECTION AND VISITATION. Rodney 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, Rodney 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 Rodney Square for all
reasonable out-of-pocket expenses incurred by Rodney 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 Rodney 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 Rodney 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 Rodney 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 Rodney Square,
such amount not to exceed the amount which would be paid to
an outside firm for providing such microfilming services.
13. USE OF RODNEY SQUARE'S NAME. The Trust shall not use the
name of Rodney Square in any Prospectus, SAI, sales
literature or other material relating to the Trust in a
manner not approved prior thereto, provided, however, that
Rodney 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. Rodney 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 Rodney 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.
<PAGE>
15. SECURITY. Rodney Square represents and warrants that, to
the best of its knowledge, the various procedures and systems
which Rodney 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 Rodney 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. Rodney 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. Rodney 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 Rodney Square under its insurance coverage.
17. ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement
nor any rights or obligations hereunder may be assigned by
Rodney Square without the written consent of the Trust.
Rodney 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 Rodney
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 Rodney Square
of any of its responsibilities or liabilities hereunder.
18. INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless Rodney
Square and any officer, director, or employee of Rodney, nor
any person who controls Rodney Square within the meaning of
Section 15 of the 1933 Act or Section 20(a) of the 1934 Act
(collectively, "Rodney 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 Rodney 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 Rodney 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) Rodney Square agrees to indemnify and hold harmless the
Trust from all taxes, charges, expenses, assessments, claims
and liabilities arising from Rodney 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 Rodney Square's or its nominees' own
willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement.
<PAGE>
(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 RODNEY SQUARE. In the performance of
its duties under this Agreement, Rodney 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. Rodney 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 Rodney Square in writing. Neither Rodney Square
nor any officer, employees or director of Rodney 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 Rodney 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 Rodney 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
Rodney 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 Rodney Square or any of its affiliates, even
though paid by one of those entities. Rodney 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 Rodney 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, Rodney 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 Rodney 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 Rodney 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. Rodney 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, Rodney Square shall, at no additional expense to
the Trust, take reasonable steps to minimize service
interruptions but shall have no liability with respect
thereto. Rodney 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.
<PAGE>
21. REGISTRATION STATEMENT AMENDMENTS. Rodney Square and the
Trust shall regularly consult with each other regarding
Rodney Square's performance of its obligations and its
compensation hereunder. In connection therewith, the Trust
shall submit to Rodney 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 Rodney Square's obligations
hereunder shall be subject to Rodney Square's approval, which
shall not be unreasonably withheld. In the event that such
change materially increases the cost to Rodney Square of
performing its obligations hereunder, Rodney 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 Rodney Square to the Trust or six
months' written notice given by the Trust to Rodney Square;
and provided further that this Agreement may be terminated
immediately at any time for cause either by the Trust or by
Rodney 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
Rodney Square for any out-of-pocket expenses reasonably
incurred by Rodney Square during the period prior to the date
of such termination. In the event that the Trust designates
a successor to any of Rodney Square's obligations hereunder,
Rodney 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 Rodney Square hereunder. Rodney Square shall
be liable for any losses sustained by the Trust as a result
of Rodney Square's failure to accurately and promptly provide
these materials.
23. REGISTRATION AS A TRANSFER AGENT. Rodney 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. Rodney 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
Rodney 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 Rodney Square, immediately
terminate this Agreement.
<PAGE>
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. Rodney 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. Rodney 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.
<PAGE>
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 B. Draper, Jr.
----------------------
Ford B. Draper, Jr., President
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Martin L. Klopping
------------------------
Martin L. Klopping, President
<PAGE>
SCHEDULE A
KALMAR POOLED INVESTMENT TRUST
FUND LISTING
Kalmar "Growth-with Value" Small Cap Fund
Kalmar "Growth-with-Value" Micro Cap Fund
<PAGE>
SCHEDULE B
KALMAR POOLED INVESTMENT TRUST
SERVICES TO BE PERFORMED
Rodney Square Management Corporation ("Rodney 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 Rodney 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 Rodney 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 Rodney Square and the Fund or the Custodian, to the
Trust or the Custodian.
<PAGE>
SCHEDULE C
KALMAR POOLED INVESTMENT TRUST
SHAREHOLDER RECORDS
Rodney Square Management Corporation ("Rodney 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 Rodney Square to
perform any calculations contemplated or required by this
Agreement.
<PAGE>
SCHEDULE D
KALMAR POOLED INVESTMENT TRUST
FEE SCHEDULE
For the services Rodney Square provides under the Transfer Agency
Agreement attached hereto, Kalmar Pooled Investment Trust (the
"Trust") agrees to pay Rodney 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
Rodney 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
<PAGE>
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 IRA/Keogh 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 Rodney Square's cash settlement that day. These charges
will be included on the next month's T/A bill 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
<PAGE>
RODNEY 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
Level 3 $ .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 Rodney Square six (6) months of
base fees in liquidated damages with respect to each Portfolio.
Exhibit 24(b)(11)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report dated December 16,
1996 on our audit of the Statement of Assets and Liabilities of Kalmar
Pooled Investment Trust as of December 13, 1996 with respect to
this Post-Effective Amendment No. 1 to the Registration Statement
(No. 333-14943) under the Securities Act of 1933 on Form N-1A. We
also consent to the reference to our Firm under the captions "Auditors"
in the prospectus and "General Information - Audits and Reports" in the
statement of additional information.
Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
October _____, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
KALMAR "GROWTH-WITH-VALUE" SMALL CAP FUND
A SERIES OF KALMAR POOLED INVESTMENT TRUST
</LEGEND>
<CIK> 0001023132
<NAME> KALMAR "GROWTH-WITH-VALUE" SMALL CAP FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-11-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 162,066
<INVESTMENTS-AT-VALUE> 213,163
<RECEIVABLES> 46
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 213,235
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 447
<TOTAL-LIABILITIES> 447
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 158,926
<SHARES-COMMON-STOCK> 14,304
<SHARES-COMMON-PRIOR> 5
<ACCUMULATED-NII-CURRENT> (278)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,043
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 51,097
<NET-ASSETS> 212,788
<DIVIDEND-INCOME> 169
<INTEREST-INCOME> 351
<OTHER-INCOME> 0
<EXPENSES-NET> 798
<NET-INVESTMENT-INCOME> (278)
<REALIZED-GAINS-CURRENT> 3,043
<APPREC-INCREASE-CURRENT> 51,097
<NET-CHANGE-FROM-OPS> 53,862
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 114,438
<NUMBER-OF-SHARES-REDEEMED> 138
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 212,738
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 638
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 838
<AVERAGE-NET-ASSETS> 134,703
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 4.90
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 14.88
<EXPENSE-RATIO> 1.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
