AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
KALMAR POOLED INVESTMENT TRUST
AND
KALMAR INVESTMENT ADVISERS
This Amendment No. 1 to the Investment Advisory
Agreement dated January 31, 1997 (the "Agreement") between Kalmar
Pooled Investment Trust (the "Trust"), on behalf of the Kalmar
"Growth with Value" Small Cap Fund (the "Fund"), and Kalmar
Investment Advisers (the "Investment Adviser") is made and entered
into as of the 7th day of November 2006.
WHEREAS, the Trust, on behalf of the Fund, and the
Investment Adviser have entered
into the Agreement for the provision of investment advisory
services to the Fund; and
WHEREAS, the Trust and the Investment Adviser desire
to amend the Agreement to provide for a new advisory fee payable by
the Trust to the Adviser;
NOW, THEREFORE, pursuant to Section 4 of the
Agreement, and intending to be legally bound hereby, the parties
hereto hereby amend the Agreement as follows:
Section 4 of the Agreement, is hereby deleted in its entirety and
replaced with the following:
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% on the first $750 million of the Fund's average daily
net assets; 0.975% on the next $250 million of the
Fund's average daily net assets; and 0.95% on the Fund's average
daily net assets in excess of $ 1 billion, 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.
IN WITNESS WHEREOF, the undersigned parties have
executed this Amendment No. 1 to the Agreement as of the day
and year first above written.
KALMAR POOLED INVESTMENT TRUST,
on behalf of the Kalmar "Growth with Value" Small Cap Fund
By: /s/ Ford X. Xxxxxx, Xx.
Name: Ford X. Xxxxxx, Xx.
Title: President
KALMAR INVESTMENT ADVISERS
By: /s/ Ford X. Xxxxxx, III
Name: Ford X. Xxxxxx, III
Title: Managing Director
