Exhibit 8
CUSTODIAL AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUSTS
AND
WILMINGTON TRUST COMPANY
THIS AGREEMENT is made this _____ day of ________ , 19___,
between ____________________________________________________________
("Principals"), and WILMINGTON TRUST COMPANY, a Delaware corporation
("Custodian").
WHEREAS, Principals intend to deliver property to
Custodian from time to time and desires to enter into an agreement
setting forth Custodian's duties with respect thereto;
NOW, THEREFORE, in consideration of the premises, and in
further consideration of the covenants set forth below, it is hereby
agreed mutually as follows:
I. AGREEMENTS AND COVENANTS OF CUSTODIAN.
Custodian agrees and covenants to:
(a) Hold such property as may be delivered to it
hereunder (the "Property") in safekeeping until it is disposed of in
accordance with this Agreement.
(b) Register the Property in the name of its nominee,
unless instructed otherwise.
(c) Collect and receive, when due and if made payable to
it or its nominee, all principal and income of every nature arising
from the Property.
(d) Notify Principals of all communications received by
it with respect to the Property and requiring action by the owner,
unless instructed otherwise.
(e) Change the investment of the Property if, as and when
instructed to do so.
(f) Invest idle, or otherwise uninvested, cash as
provided in Paragraph II(g).
(g) Unless instructed otherwise, vote any stock
registered in the name of its nominee, including shares of
Wilmington Trust Corporation and shares in any of the Xxxxxx Square
family of mutual funds, as Custodian, in its sole discretion, deems
appropriate.
(h) Participate in any plan or proceeding for protecting
or enforcing any right or interest arising from the Property if, as
and when instructed to do so.
(i) Create and/or terminate such separate accounts and
allocate the Property among such accounts if, as and when instructed
to do so.
(j) Deliver any Property from time to time if, as and
when instructed to do so, upon obtaining an appropriate receipt
therefor.
(k) Render to Principals, and to such other person as
Principals may instruct, statements of the Property held by it from
time to time.
II. AGREEMENTS AND COVENANTS OF PRINCIPALS.
Principals agree and covenant:
(a) That Kalmar Investments, Inc. has been appointed by
Principals as investment manager (the "Manager") with authority to
provide in writing all investment and investment related
instructions on behalf of Principals; provided that withdrawals of
Property will be permitted only at the written direction of
Principals. All securities transactions processed through a
securities depository or clearing corporation, including Depository
Trust Company, for which Manager is the affirming party will be
deemed sufficient confirmation of such transactions on behalf of
Principals.
(b) To indemnify and hold Custodian harmless from and
against any loss, cost or other damage arising out of Custodian's
complying with the terms hereof and/or with instructions given as
provided herein.
(c) To pay to Custodian compensation for its services in
accordance with the current rates charged by Custodian from time to
time for accounts of similar size and character. Any change in fees
or charges will be applicable only after reasonable notice to
Principals. In the event that Custodian is called upon to render
any extraordinary services, it will be entitled to additional
compensation.
(d) That this agreement shall be binding upon Principals
and Principals' successor.
(e) That for purposes of regulations issued by the
Federal Deposit Insurance Corporation ("FDIC"), Custodian's regular
account statements will be sufficient information concerning
securities transactions effected for Principals' account; provided
that Principals, upon request, have the right to receive written
confirmations of securities transactions within five business days
from the date of Custodian's receipt of the broker/dealer
confirmations thereof.
(f) That Custodian may deposit or arrange for the deposit
of any Property at Depository Trust Company or any other securities
depository or clearing corporation, and may hold any Property on
behalf of Principals at any correspondent bank of Custodian. Such
Property may be registered in the depository's or the
correspondent's nominee name.
(g) That Custodian is authorized to invest idle, or
otherwise uninvested, cash in either The Xxxxxx Square Fund or The
Xxxxxx Square Tax-Exempt Fund, as directed from time to time, or, in
the absence of such direction, as Custodian in its sole discretion
deems appropriate. Principals acknowledge that the Xxxxxx Square
mutual funds are entities separate from Xxxxxx Square Management
Corporation and Wilmington Trust Company; shares in these mutual
funds are not obligations of Wilmington Trust Company, are not
deposits and are not insured by the FDIC; Wilmington Trust Company,
or its subsidiary, is compensated by these mutual funds for services
rendered in its capacity as investment advisor, custodian or
transfer agent; and such compensation is both described in detail in
the prospectus for each fund under the heading "Management of the
Fund", and is in addition to the compensation, if any, paid to
Wilmington Trust Company in its capacity as Custodian hereunder with
respect to such funds.
III. LIMITATION OF LIABILITY.
Custodian will have no responsibility or liability:
(a) To take any action with respect to the Property,
other than as undertaken in Paragraph I, unless and until it has
actually received instructions as provided herein.
(b) To institute any proceeding for the collection of any
principal and income of any nature arising from, or to institute,
appear in or defend any proceeding with respect to, the Property,
unless and until it has received instructions as provided herein,
and it has had advanced or guaranteed to it funds sufficient to meet
any expenses.
(c) To change the investment of the Property, other than
as with instructions as provided herein.
(d) For any depreciation in principal of the Property.
(e) For assuming that the authority of any person or
organization designated by Principals to give instructions, unless
otherwise in such designation, is continuing until Principals
deliver a written revocation of such authority to Custodian, or
until the termination of this agreement.
(f) To determine whether Principals in entering into this
agreement or giving any instructions are acting within the scope of
their power and authority.
IV. SHAREHOLDER COMMUNICATIONS ACT.
Unless otherwise directed by Principals in writing,
Custodian is authorized to disclose Principals' name,
address and share positions to companies over whose securities
Principals exercise voting authority or to others upon request by
such companies.
V. TERMINATION.
This agreement may be terminated by either party upon
delivery of written notice of such termination to the other; and
shall be terminated by the withdrawal, in accordance with the
provisions of Paragraph I(j) hereof, of all of the Property or upon
receipt by Custodian of written notice of that Principals have
ceased to act as trustees, unless Principal's successor ratifies
this agreement within 60 days thereafter. Upon termination,
Custodian will deliver to Principals, or to Principals' successor,
as the case may be, the Property then held by it, if any, upon
obtaining an appropriate receipt. Paragraph II(b) and (c) hereof
will survive termination of this agreement.
VI. GOVERNING LAW.
This is a Delaware contract and is governed by Delaware
law in all respects.
IN WITNESS WHEREOF, Principals have set their Hands and
Seals, and Custodian has caused this agreement to be signed in its
name by one of its Vice Presidents and its corporate seal to be
hereto affixed by one of its Assistant
Secretaries, all done in duplicate as of the day and year first
above written.
Witness:__________________ ________________________(Seal)
Witness:__________________ ________________________(Seal)
[Corporate Seal] WILMINGTON TRUST COMPANY
Attest:_______________________ By:________________________
Assistant Secretary Vice President
