Exhibit 9b
ASSIGNMENT AGREEMENT
This Agreement is entered into as of January 19, 1998 by and among
Kalmar Pooled Investment Trust (the "Fund"), Xxxxxx Square Management
Corporation ("RSMC") and PFPC Inc. ("PFPC").
WHEREAS, the Fund and RSMC entered into an Administration Agreement
(the "Fund Agreement") as of January 31, 1997, pursuant to which RSMC provides
certain services to the Fund as described therein;
WHEREAS, RSMC and PFPC have reached an agreement pursuant to which RSMC
will sell its mutual fund servicing business to PFPC;
WHEREAS, RSMC wishes to assign its right, title and interest in and
under the Fund Agreement and its duties and obligations under the Fund Agreement
to PFPC, and such assignment is acceptable to the Fund;
NOW THEREFORE, the parties hereto, in consideration of the premises and
agreements contained herein, and intending to be legally bound hereby, agree as
follows:
1. ASSIGNMENT. RSMC hereby assigns all of its right, title and interest
in and under the Fund Agreement, and delegates its duties and obligations under
the Fund Agreement arising from the date hereof, to PFPC. PFPC hereby accepts
such assignment and delegation.
2. ACCEPTANCE BY FUND. The Fund hereby accepts and agrees to the
assignment described in Section 1 hereof.
3. FUND AGREEMENT. The Fund Agreement shall remain unchanged except as
is consistent with the provisions hereof.
4. TERMINATION. The Fund Agreement may be terminated without penalty by
the Fund upon sixty (60) days' written notice given to PFPC, or by PFPC upon
sixty (60) days' written notice given to the Fund.
5. GOVERNING LAW. This Agreement shall be governed by Delaware law,
without regard to principles of conflicts of law.
6. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted assigns.
7. EXECUTION. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The facsimile signature
of any party to this Agreement shall constitute the valid and binding execution
hereof by such party.
8. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as may be necessary to effectuate the purposes
hereof.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed as of the day and year first above written.
KALMAR POOLED INVESTMENT XXXXXX SQUARE MANAGEMENT
TRUST CORPORATION
By: /S/ FORD X. XXXXXX, XX. By: /S/ XXXXXX X. XXXXXXX
Title: PRESIDENT Title: VICE PRESIDENT
PFPC INC.
By: /S/ XXXXXX XXXXXXXX
Title: SENIOR VICE PRESIDENT
