Exhibit 9(c)
TRANSFER AGENCY AGREEMENT
BETWEEN
KALMAR POOLED TRUST
AND
XXXXXX SQUARE MANAGEMENT CORPORATION
THIS TRANSFER AGENCY AGREEMENT is made as of the ___ day of
_______________, 1996, between Kalmar Pooled Trust, a Delaware business
trust (the "Trust"), having its principal place of business in Wilmington,
Delaware, and Xxxxxx Square Management Corporation, a Delaware corporation
("Xxxxxx Square"), having its principal place of business in Wilmington,
Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company
and offers for public sale distinct series of shares of beneficial interest
("Series");
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 policies;
WHEREAS, at the present time, the Trust has established two Series, of
which one Series consists of the two separate classes 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 Xxxxxx
Square to serve as the Trust's transfer agent and Xxxxxx 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") 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx Square with copies of the
Trust's Agreement and Declaration of Trust, By-Laws, Management
Agreement, Custodian Agreement, Distribution Agreement, Accounting
Services Agreement, Shareholder Servicing Agreements, most recent
Registration Statement on Form N-1A, current Prospectus 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 Xxxxxx
Square's appointment hereunder and identifying and containing the
signatures of the Trust's officers authorized to issue Oral
Instructions and to sign Written Instructions, as hereinafter defined,
on behalf of the Fund and to execute stock certificates representing
Shares. Subject to the provisions of Section 21 hereof, the Trust
shall furnish promptly to Xxxxxx Square a copy of any amendment or
supplement to the above-listed documents. The Trust shall furnish to
Xxxxxx 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 Xxxxxx Square from time to time.
(b) Oral Instructions. As used in this Agreement, the term "Oral
Instructions" means oral instructions actually received by Xxxxxx
Square from an Authorized Person or from a person reasonably believed
by Xxxxxx Square to be an Authorized Person. The Trust agrees to
deliver to Xxxxxx 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 Xxxxxx Square and signed by an Authorized Person.
4. INSTRUCTIONS CONSISTENT WITH AGREEMENT AND DECLARATION OF TRUST, ETC.
(a) Unless otherwise provided in this Agreement, Xxxxxx Square shall
act only upon Oral or Written Instructions. Although Xxxxxx Square may
know of the provisions of the Agreement and Declaration of Trust and By-
Laws of the Trust, Xxxxxx 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) Xxxxxx Square shall be entitled to rely upon any Oral Instructions
and any Written Instructions actually received by Xxxxxx Square
pursuant to this Agreement. The Trust agrees to forward to Xxxxxx
Square Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by Xxxxxx Square by the
close of business of the same day that such Oral Instructions are given
to Xxxxxx Square. The Trust agrees that the fact that such confirming
Written Instructions are not received by Xxxxxx 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 Xxxxxx Square shall incur no liability to the Trust in acting upon
Oral Instructions given to Xxxxxx 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, Xxxxxx Square is authorized to take the following
actions:
(a) Issuance of Shares. Upon receipt of a purchase order from the
Distributor, as defined in the Distribution Agreement between the Trust
and Xxxxxx Square Distributors, Inc. or a prospective shareholder for
the purchase of Shares and sufficient information to enable Xxxxxx
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 Xxxxxx Square's
designated bank, Xxxxxx Square shall issue and credit the account of
the investor or other record holder with Shares in the manner described
in the Prospectus. Xxxxxx 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 xxxx 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 Xxxxxx 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 Xxxxxx 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) Stock Certificates. If at any time the Fund issues stock
certificates, the following provisions will apply:
(i) The Trust will supply Xxxxxx Square with a sufficient
supply of stock 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 Xxxxxx
Square. Such stock 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
Xxxxxx 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 Xxxxxx Square.
(iii) Upon receipt of signed stock certificates, which shall
be in proper form for transfer, and upon cancellation or
destruction thereof, Xxxxxx Square shall countersign, register and
issue new certificates for the same number of Shares and shall
deliver them pursuant to instructions received from the
transferor, the rules and regulations of the SEC, and the laws of
the State of Delaware relating to the transfer of shares of
beneficial interest.
(iv) Upon receipt of the stock certificates, which shall be
in proper form for transfer, together with the shareholder's
instructions to hold such stock certificates for safekeeping,
Xxxxxx 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, Xxxxxx Square will issue such stock
certificates and deliver them to the shareholder.
(d) Redemption of Shares. Upon receipt of a redemption order from the
Distributor or a shareholder, Xxxxxx 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, Xxxxxx Square and the
Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust agrees to notify
Xxxxxx 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 Xxxxxx 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 Xxxxxx Square a certificate, upon which
Xxxxxx 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 xxxxxxx Xxxxxx 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, Xxxxxx 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, Xxxxxx 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, Xxxxxx Square and the
Trust's Custodian.
Xxxxxx 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,
Xxxxxx 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
Xxxxxx Square from time to time, and such procedures and controls as
are mutually agreed upon from time to time by and among the Trust,
Xxxxxx Square and the Trust's Custodian, Xxxxxx 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. Xxxxxx 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. Xxxxxx Square will receive
and tabulate the proxy cards for the meetings of the shareholders of
the Fund.
(b) Correspondence. Xxxxxx 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 Xxxxxx Square and the Trust.
9. SERVICES TO BE PERFORMED. Xxxxxx 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 Xxxxxx 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) Xxxxxx Square shall maintain records of the accounts for each
Shareholder showing the items listed in Schedule C.
(b) Xxxxxx 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 Xxxxxx Square for the
periods and in the places required by Rule 31a-2 under the 1940 Act.
11.AUDIT, INSPECTION AND VISITATION. Xxxxxx 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, Xxxxxx 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 Xxxxxx Square for all reasonable out-of-
pocket expenses incurred by Xxxxxx 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 Xxxxxx Square in the performance of its obligations
hereunder: 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 Xxxxxx 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 Xxxxxx Square, such amount
not to exceed the amount which would be paid to an outside firm for
providing such microfilming services.
13.USE OF XXXXXX SQUARE'S NAME. The Trust shall not use the name of
Xxxxxx Square in any Prospectus, SAI, sales literature or other
material relating to the Trust in a manner not approved prior thereto,
provided, however, that Xxxxxx 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. Xxxxxx 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 Xxxxxx 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.
00.XXXXXXXX. Xxxxxx Square represents and warrants that, to the best of
its knowledge, the various procedures and systems which Xxxxxx 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 Xxxxxx 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.
00.XXXXXXXXX. Xxxxxx 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. Xxxxxx
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 Xxxxxx Square under its insurance coverage.
17.ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any rights
or obligations hereunder may be assigned by Xxxxxx Square without the
written consent of the Trust. Xxxxxx 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 Xxxxxx Square may from time to time
direct; provided, however, that the appointment of any agent shall not
relieve Xxxxxx Square of any of its responsibilities or liabilities
hereunder.
18.INDEMNIFICATION.
(a) The Trust agrees to indemnify and hold harmless Xxxxxx Square and
any officer, director, or employee of Xxxxxx, nor any person who
controls Xxxxxx Square within the meaning of Section 15 of the 1933 Act
or Section 20(a) of the 1934 Act (collectively, "Xxxxxx 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 Xxxxxx
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 Xxxxxx 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, negligence or
reckless disregard of its duties and obligations under this Agreement.
(b) Xxxxxx Square agrees to indemnify and hold harmless the Trust from
all taxes, charges, expenses, assessments, claims and liabilities
arising from Xxxxxx 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 Xxxxxx Square's or its nominees'
own willful misfeasance, bad faith, negligence or reckless disregard of
its duties and obligations under this Agreement.
(c) In order that the indemnification provisions contained in this
Section 18 shall apply, upon the assertion of a claim for which either
party may be required to indemnify the other, the party seeking
indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to
indemnify shall have the option to participate with the party seeking
indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any
compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
19.RESPONSIBILITY OF XXXXXX SQUARE. In the performance of its duties
under this Agreement, Xxxxxx 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. Xxxxxx 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 Xxxxxx Square
in writing. Neither Xxxxxx Square nor any officer, employees or
director of Xxxxxx 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 Xxxxxx Square's own 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
Xxxxxx 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
Xxxxxx 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
Xxxxxx Square or any of its affiliates, even though paid by one of
those entities. Xxxxxx 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 Xxxxxx 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, Xxxxxx 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 Xxxxxx 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 Xxxxxx 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. Xxxxxx 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, Xxxxxx Square shall, at no
additional expense to the Trust, take reasonable steps to minimize
service interruptions but shall have no liability with respect thereto.
Xxxxxx Square shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provision
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available.
21.REGISTRATION STATEMENT AMENDMENTS. Xxxxxx Square and the Trust shall
regularly consult with each other regarding Xxxxxx Square's performance
of its obligations and its compensation hereunder. In connection
therewith, the Trust shall submit to Xxxxxx 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 Xxxxxx Square's obligations
hereunder shall be subject to Xxxxxx Square's approval, which shall not
be unreasonably withheld. In the event that such change materially
increases the cost to Xxxxxx Square of performing its obligations
hereunder, Xxxxxx 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 Xxxxxx Square to the Trust or six
months' written notice given by the Trust to Xxxxxx Square; and
provided further that this Agreement may be terminated immediately at
any time for cause either by the Trust or by Xxxxxx 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 Xxxxxx Square
for any out-of-pocket expenses reasonably incurred by Xxxxxx Square
during the period prior to the date of such termination. In the event
that the Trust designates a successor to any of Xxxxxx Square's
obligations hereunder, Xxxxxx 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 Xxxxxx Square hereunder.
Xxxxxx Square shall be liable for any losses sustained by the Trust as
a result of Xxxxxx Square's failure to accurately and promptly provide
these materials.
23.REGISTRATION AS A TRANSFER AGENT. Xxxxxx 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. Xxxxxx 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 Xxxxxx 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 Xxxxxx Square,
immediately terminate this Agreement.
24.NOTICE. Any notice under this Agreement shall be given in writing
addressed and delivered or mailed, postage prepaid, to the other party
to this Agreement at its principal place of business.
25.SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
26.GOVERNING LAW. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement
shall be administered, construed and enforced according to the laws of
the State of Delaware.
27.SHAREHOLDER LIABILITY. Xxxxxx 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. Xxxxxx Square agrees
that it shall not seek satisfaction of any such obligation from the
shareholders or any individual shareholder of the Trust, nor from the
Trustees or any individual Trustee of the Trust.
28.MISCELLANEOUS. Both parties agree to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
This Agreement may be executed simultaneously in two counterparts, each
of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of
the day and year first written above.
KALMAR POOLED TRUST
By: ------------------------------
Name, Title
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: -------------------------------
Xxxxxx X. Xxxxxxxx, President
SCHEDULE A
KALMAR POOLED TRUST
FUND LISTING
Small Cap Portfolio
Class A
Class B
Micro-Cap Portfolio
SCHEDULE B
KALMAR POOLED TRUST
SERVICES TO BE PERFORMED
Xxxxxx Square Management Corporation ("Xxxxxx Square") will perform the
following functions as transfer agent on an ongoing basis with respect to
the Fund:
(a) furnish state-by-state 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 Xxxxxx 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 Xxxxxx 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 Xxxxxx
Square and the Fund or the Custodian, to the Trust or the Custodian.
SCHEDULE C
KALMAR POOLED TRUST
SHAREHOLDER RECORDS
Xxxxxx Square Management Corporation ("Xxxxxx 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 Xxxxxx Square to perform any
calculations contemplated or required by this Agreement.
SCHEDULE D
KALMAR POOLED TRUST
FEE SCHEDULE
For the services Xxxxxx Square provides under the Transfer Agency Agreement
attached hereto, Kalmar Pooled Trust (the "Trust") agrees to pay Xxxxxx
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 Xxxxxx
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 trtansaction
Lockbox processing - $0.06 per transaction
New Account Opening - $0.40 electronic interface; paper application
$3.50 per account
Master/Omnibus Account - $7.50 per broker call placed transaction
Additional Expenses:
--------------------
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Mailing fee - approximately $45.00 per 1,000 items
g. Cost of proxy solicitation, mailing and tabulation (if required)
h. Certificate issuance - $5.00 per certificate
i. Record retention storage - $3.50 per cubic foot per month
j. Development/programming costs/special projects (i.e. ad hoc
reports)
* Ad-hoc report set up $125 plus $0.012 per record passed
k. "B" notice mailing - $5.00 per item
l. Locating lost shareholders in anticipation of escheating - $7.50
per name
m. Labels - $0.12 per label ($75 minimum)
n. Commision Calculation - $0.25 per account
o. Reruns for incorrect NAV's, dividends or mil rates, late NAV's
p. Consolidatred 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 XXX/Xxxxx 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 Xxxxxx
Square's cash settlement that day. These charges will be included on
the next month's T/A xxxx 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
Xxxxxx 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
Xxxxx 0 $ .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 Xxxxxx Square six (6) months of base fees in liquidated damages
with respect to each Portfolio.
