Exhibit 5(b)
KALMAR POOLED INVESTMENT TRUST
KALMAR GROWTH-WITH-VALUE MICRO CAP FUND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made by and between KALMAR POOLED INVESTMENT TRUST, a
Delaware business trust (the "Trust"), on behalf of KALMAR GROWTH-WITH-
VALUE MICRO CAP FUND (the "Fund"), and KALMAR INVESTMENT ADVISERS, a
Delaware business trust (the "Investment Adviser").
W I T N E S S E T H:
WHEREAS, the Trust has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended
(the "1940 Act") and engages in the business of investing and reinvesting
its assets in securities; and
WHEREAS, the Investment Adviser is a registered Investment Adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act")
and engages in the business of providing investment management services;
and
WHEREAS, the Trust has selected the Investment Adviser to serve as the
investment adviser for the Fund effective as of the date of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and each of the parties hereto intending to be legally bound, it
is agreed as follows:
1. The Trust on behalf of the Fund hereby employs the Investment
Adviser to manage the investment and reinvestment of the Fund's assets and
to administer its affairs, subject to the direction of the Board of
Trustees and officers of the Trust, for the period and on the terms
hereinafter set forth. The Investment Adviser hereby accepts such
employment and agrees during such period to render the services and assume
the obligations herein set forth for the compensation herein provided. The
Investment Adviser shall for all purposes herein, be deemed to be an
independent contractor, and shall, unless otherwise expressly provided and
authorized, have no authority to act for or to represent the Trust or the
Fund in any way, or in any way be deemed an agent of the Trust or the Fund.
The Investment Adviser shall regularly make decisions as to what securities
to purchase and sell on behalf of the Fund and shall record and implement
such decisions and shall furnish the Board of Trustees of the Trust with
such information and reports regarding the Fund's investments as the
Investment Adviser deems appropriate or as the Trustees of the Trust may
reasonably request. Subject to compliance with the requirements of the
1940 Act, the Investment Adviser may retain as a sub-adviser to the Fund,
at the Investment Adviser's own expense, any investment adviser registered
under the Advisers Act.
2. The Fund shall conduct its own business and affairs and shall
bear the expenses and salaries necessary and incidental thereto including,
but not in limitation of the foregoing, the costs incurred in: the
maintenance of its corporate existence; the maintenance of its own books,
records and procedures; dealing with its own shareholders; the payment of
dividends; transfer of stock, including issuance, redemption and repurchase
of shares; preparation of share certificates; reports and notices to
shareholders; calling and holding of shareholders' meetings; miscellaneous
office expenses; brokerage commissions; custodian fees; legal and
accounting fees; and taxes. Partners and employees of the Investment
Adviser may be trustees, directors, officers and employees of the funds of
which the Investment Adviser serves as investment adviser. Partners and
employees of the Investment Adviser who are trustees, officers and/or
employees of the Trust shall not receive any compensation from the Trust
for acting in such dual capacity.
In the conduct of the respective businesses of the parties hereto and
in the performance of this Agreement, the Trust may obtain office space and
facilities from the Investment Adviser and will reimburse the Investment
Adviser for its rent or other expenses thereby incurred.
3. (a) The Investment Adviser shall place and execute Fund orders
for the purchase and sale of portfolio securities with broker-dealers.
Subject to the obtaining the best available prices and execution, the
Investment Adviser is authorized to place orders for the purchase and sale
of portfolio securities for the Fund with such broker-dealers as it may
select from time to time. Subject to subparagraph (b) below, the
Investment Adviser is also authorized to place transactions with brokers
who provide research or statistical information or analyses to the Fund, to
the Investment Adviser, or to any other client for which the Investment
Adviser provides investment advisory services. Subject to obtaining the
best available prices and execution, the Investment Adviser may also place
brokerage transactions with broker-dealers who sell shares of the Fund.
Broker-dealers who sell shares of the Fund shall only receive orders for
the purchase or sale of portfolio securities to the extent that the placing
of such orders is in compliance with the Rules of the U.S. Securities and
Exchange Commission and the National Association of Securities Dealers,
Inc. The Investment Adviser also agrees that it will cooperate with the
Trust to execute instructions that brokerage transactions be allocated to
brokers or dealers who provide benefits directly to the Fund.
(b) Notwithstanding the provisions of subparagraph (a) above and
subject to such policies and procedures as may be adopted by the Board of
Trustees and officers of the Trust, the Investment Adviser is authorized to
pay a member of an exchange, broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker or dealer would have charged for
effecting that transaction, in such instances where the Investment Adviser
has determined in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by
such member, broker or dealer, viewed in terms of either that particular
transaction or the Investment Adviser's overall responsibilities with
respect to the Fund and to other funds for which the Investment Adviser
exercises investment discretion.
(c) The Investment Adviser is authorized to direct portfolio
transactions to a broker which is an affiliated person of the Investment
Adviser or the Fund in accordance with such standards and procedures as may
be approved by the Board in accordance with 1940 Act Rule 17e-1, or other
rules promulgated by the Securities and Exchange Commission. Any
transaction placed with an affiliated broker must (i) be placed at best
price and execution, and (ii) may not be a principal transaction.
4. As compensation for the services to be rendered to the Fund by
the Investment Adviser under the provisions of this Agreement, the Trust on
behalf of the Fund shall pay to the Investment Adviser from the Fund's
assets an annual fee equal to 1.00% of the daily average net assets of the
Fund, payable on a monthly basis, subject to reduction to the extent
necessary to comply with the most stringent limits prescribed by any state
in which the Fund's shares are offered for sale.
If this Agreement is terminated prior to the end of any calendar
month, the management fee shall be prorated for the portion of any month in
which this Agreement is in effect according to the proportion which the
number of calendar days, during which the Agreement is in effect, bears to
the number of calendar days in the month, and shall be payable within 10
days after the date of termination.
5. The services to be rendered by the Investment Adviser to the
Trust on behalf of the Fund under the provisions of this Agreement are not
to be deemed to be exclusive, and the Investment Adviser shall be free to
render similar or different services to others so long as its ability to
render the services provided for in this Agreement shall not be impaired
thereby.
6. The Investment Adviser, its partners, employees, and agents may
engage in other businesses, may render investment advisory services to
other investment companies, or to any other corporation, association, firm
or individual, and may render underwriting services to the Trust on behalf
of the Fund or to any other investment company, corporation, association,
firm or individual.
7. In the absence of willful misfeasance, bad faith, gross
negligence, or a reckless disregard of the performance of duties of the
Investment Adviser to the Fund, the Investment Adviser shall not be subject
to liabilities to the Fund or to any shareholder of the Fund for any action
or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding
or sale of any security, or otherwise.
8. In accordance with the Agreement and Declaration of Trust of the
Trust, in the event that the Investment Adviser ceases to be the Fund's
investment adviser for any reason, the Trust will (unless the Investment
Adviser otherwise agrees in writing) promptly take all necessary steps to
propose to the Fund's shareholders at the next regular meeting that the
Fund change to a name not including the word "Kalmar."
9. This Agreement shall be executed and become effective as of the
date written below if approved by the vote of a majority of the outstanding
voting securities of the Fund. It shall continue in effect for a period of
two years and may be renewed thereafter only so long as such renewal and
continuance is specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding voting securities of
the Fund and only if the terms and the renewal hereof have been approved by
the vote of a majority of the Trustees of the Trust who are not parties
hereto or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. No amendment to this
Agreement shall be effective unless the terms thereof have been approved by
the vote of a majority of the outstanding voting securities of the Fund and
by the vote of a majority of Trustees of the Trust who are not parties to
the Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Notwithstanding
the foregoing, this Agreement may be terminated by the Trust at any time,
without the payment of a penalty, on sixty days written notice to the
Investment Adviser of the Trust's intention to do so, pursuant to action by
the Board of Trustees of the Trust or pursuant to a vote of a majority of
the outstanding voting securities of the Fund. The Investment Adviser may
terminate this Agreement at any time, without the payment of penalty on
sixty days' written notice to the Trust of its intention to do so. Upon
termination of this Agreement, the obligations of all the parties hereunder
shall cease and terminate as of the date of such termination, except for
any obligation to respond for a breach of this Agreement committed prior to
such termination, and except for the obligation of the Trust to pay to the
Investment Adviser the fee provided in Paragraph 4 hereof, prorated to the
date of termination. This Agreement shall automatically terminate in the
event of its assignment.
10. This Agreement shall extend to and bind the heirs, executors,
administrators and successors of the parties hereto.
11. For the purposes of this Agreement, the terms "vote of a majority
of the outstanding voting securities"; "interested persons"; and
"assignment" shall have the meaning defined in the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused their corporate
seals to be affixed and duly attested and their presents to be signed by
their duly authorized officers this 18th day of _________________, 1996.
Attest: KALMAR POOLED INVESTMENT TRUST
_________________________ By:______________________________
Ford X. Xxxxxx, Xx., Chairman
and President
Attest: KALMAR INVESTMENT ADVISERS
_________________________ By:______________________________
Ford X. Xxxxxx, Xx., Chairman
and President
179790.1
