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Proxy Voting Policies & Vote History

Please review Kalmar Investments proxy voting guidelines and voting history. Both Separate Accounts and Kalmar "Growth-with-Value" Small Cap Fund policies are below.


Kalmar Investments Inc.
Separate Accounts
Proxy Voting Policy and Procedures

PURPOSE

The purpose of these Proxy Voting Policies and Procedures is to memorialize the procedures and policies adopted by Kalmar Investments Inc. (the “Adviser”) to enable it to comply with its responsibilities and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  According to the “Act” the Adviser has a fiduciary duty to act in the best long-term interest of its clients.  An Adviser is a fiduciary that owes each of its clients the duty of care and loyalty with respect to all service undertaken on the clients’ behalf including proxy voting.

POLICY

Kalmar Investments Inc. acts as discretionary investment adviser for various clients including clients governed by the Employee Retirement Income Security Act of 1974 (ERISA).  The conditions that govern the Adviser’s authority to vote proxies on behalf of its clients are contained in its investment advisory contract.  The advisory contract states that Kalmar Investments Inc. will vote proxies on behalf of its clients unless specifically requested not to do so by the client in a written request to the adviser. 

PROCEDURES

While the Chief Compliance Officer is ultimately responsible for ensuring that all proxies required to be voted, are voted on behalf of Kalmar’s private clients, a Proxy Voting Committee has been created whose job it is to oversee all decisions relating to proxy voting, proxy voting guidelines, conflicts of interest, record keeping and disclosure and to assure that proxies are voted accordingly.

The Proxy Voting Committee (the “Committee”) after considering the proxy voting requirements pertaining to Kalmar Investments Inc., especially the SEC mandated reporting requirements, has elected to contract with an independent third party, Glass Lewis & Co. (“Glass Lewis”), to vote proxies according to a set of pre-determined proxy voting policy guidelines.  Importantly, however, Kalmar Investments Inc. retains the on-going right to override Glass Lewis proxy votes that it does not believe are in the best interest of its clients.  Internally, a member of the investment team serves as the Glass Lewis proxy voting watchdog, reviewing Glass Lewis proxy research and recommendations, in particular those to vote contrary to management’s recommendation.  The Glass Lewis opinion piece is then forwarded to Kalmar’s portfolio manager or research analyst most familiar with the company in question.  After email communication with Kalmar’s investment team on the voting issue in question, and once a voting decision has been reached, then voting instructions are transmitted to Glass Lewis and the watchdog prints and stores paperwork memorializing the decision and it is retained in the Company’s files.

The Adviser will fulfill its duty of care in monitoring corporate actions and voting client proxies by regular and continual review, in a deliberate and informed manner, of the Glass Lewis proxy voting guidelines and override them as it deems necessary.

CONFLICTS

Conflicts of interest will be identified, monitored and resolved by joint effort of the Proxy Committee and the investment team watchdog.  A review of potential conflicts will include the completion of an annual conflicts questionnaire by the Adviser’s key employees.  The Proxy Committee will review the questionnaires.  Regular disclosure attested to by the investment team members and senior officers will identify any conflict with companies owned on an annual basis.  These procedures combined with the utilization of Glass Lewis proxy voting guidelines, diminishes the likelihood of material conflicts of interest.

RECORD KEEPING

The Adviser will maintain for the time periods set forth:  (A) these proxy voting procedures and policies and amendments thereto; (B) all proxy statements received regarding securities held by its clients; (C) a record of votes cast on behalf of its clients; (D) records of shareholder requests for proxy voting information; (E) all documentation that was material to making a proxy voting decision or that memorialized the basis for the decision.

DISCLOSURES

Kalmar Investments Inc. will provide a copy of the Proxy Voting Policies and Procedures to all of its clients within the new client documentation materials.  Should there be a material change to the Proxy Voting Policy and Procedures, the change will be highlighted and Kalmar Investments Inc. will provide their clients with the amended Proxy Voting Policy and Procedures.

The actual proxy voting record will be available to Kalmar Investments Inc. clients on the Firms’s website, www.kalmarinvestments.com or upon written request.  Within 3 days of receipt of the request, Kalmar Investments Inc. will, by first class mail, honor the request.

 

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Kalmar "Growth-with-Value" Small Cap Fund
Kalmar Pooled Investment Trust
Proxy Voting Policy and Procedures

The Board of Trustees of Kalmar Pooled Investment Trust (the “Trust”) hereby adopts the following policy and procedures with respect to voting proxies relating to portfolio securities held by the Trust’s investment portfolio (“Fund”): 

POLICY

It is the policy of the Board of Trustees (the “Board”) to delegate the responsibility for voting proxies relating to portfolio securities held by the Fund to the Fund’s investment adviser (the “Adviser”) as a part of the Adviser’s general management of the Fund, subject to the Board’s continuing oversight.  The voting of proxies is an integral part of the investment management services that the Adviser provides pursuant to the advisory contract.

FIDUCIARY DUTY

The right to vote a proxy with respect to portfolio securities held by the Fund is an asset of the applicable Trust.  The Adviser, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders.

PROCEDURES

The following are the procedures adopted by the Board for the administration of this policy:

Review of Adviser Proxy Voting Procedures.  The Adviser with authority to vote proxies on behalf of the Fund shall present to the Board its policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to any of these policies and procedures.

Voting Record Reporting.  The Adviser shall report to the Board, upon request, a record of each proxy voted with respect to portfolio securities of the Fund.  With respect to those proxies that the Adviser has identified as involving a conflict of interest, the Adviser shall submit a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy.

REVOCATION

The delegation by the Board of the authority to vote proxies relating to portfolio securities of the Fund is entirely voluntary and may be revoked by the Board, in whole or in part, at any time.

ANNUAL FILING

The Trust shall file an annual report of each proxy voted with respect to portfolio securities of its Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.

DISCLOSURES

The Trust shall include in its registration statement:

A description of this policy and of the policies and procedures used by the Adviser to determine how to vote proxies relating to portfolio securities; and

A statement disclosing that information regarding how the Trust voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Trust’s toll-free telephone number, by accessing the Adviser’s website, or by accessing the SEC website.

The Trust shall include in its Annual and Semi-Annual Reports to shareholders:

A statement disclosing that a description of the policies and procedures used by or on behalf of the Trust to determine how to vote proxies relating to portfolio securities of the Fund is available without charge, upon request, by calling the Trust’s toll-free telephone number, by accessing the Adviser’s website, or by accessing the SEC website.

REVIEW OF POLICY

At least annually, the Board shall review this Policy to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time.

 

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Kalmar Investment Advisers
Mutual Fund Assets
Proxy Voting Policy and Procedures

PURPOSE

The purpose of these Proxy Voting Policies and Procedures is to memorialize the procedures and policies adopted by Kalmar Investment Advisers (the “Adviser”) to enable it to comply with its responsibilities and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  According to the “Act” the Adviser has a fiduciary duty to act in the best long-term interest of its clients.  An Adviser is a fiduciary that owes each of its clients the duty of care and loyalty with respect to all service undertaken on the clients’ behalf including proxy voting.

POLICY

Kalmar Investment Advisers acts as discretionary investment adviser for The Kalmar “Growth-with-Value” Small Cap Fund, an investment company registered under the Investment Company Act of 1940, as amended.  The Adviser’s authority to vote proxies or act on other shareholder actions is established under the delegation of discretionary authority under its investment advisory contract.  Therefore, the Adviser will vote all proxies, received in sufficient time, prior to their deadlines, as part of its discretionary authority over Fund assets in accordance with these Proxy Voting Policies and Procedures.

PROCEDURES

While the Chief Compliance Officer is ultimately responsible for ensuring that all proxies are voted on behalf of the Fund, a Proxy Voting Committee has been created whose job it is to oversee all decisions relating to proxy voting, proxy voting guidelines, conflicts of interest, record keeping and disclosure and to assure that proxies are voted accordingly.

The Proxy Voting Committee (the “Committee”) after considering the proxy voting requirements pertaining to Kalmar Investment Advisers, especially the SEC mandated reporting requirements, has elected to contract with an independent third party, Glass Lewis & Co. (“Glass Lewis”), to vote proxies according to a set of pre-determined proxy voting guidelines.  Importantly, however, Kalmar Investment Advisers retains the on-going right to override Glass Lewis proxy votes that it does not believe are in the best interest of the Fund’s Shareholders.  Internally, a member of the Advisers’ investment team serves as the Glass Lewis proxy voting watchdog, reviewing Glass Lewis proxy research and recommendations, in particular those to vote contrary to management’s recommendation.  Under that circumstance the Glass Lewis research and recommendation is forwarded to Kalmar’s portfolio manager or research analyst most familiar with the company in question.  After email communication with Kalmar’s investment team on the voting issue in question, and once a voting decision has been reached, then voting instructions are transmitted to Glass Lewis and the watchdog prints and stores paperwork memorializing the decision and it is retained in the Company’s files.

With regard to the relationship between securities lending and proxy voting, Kalmar’s approach is driven by its determination of the best interest of its clients (including any mutual fund clients and their shareholders).  Kalmar evaluates several factors in determining whether to recall loaned securities in order to vote such proxies including, but not limited to, the subject matter of the proposal being voted on, the likely impact on the voting results if Kalmar voted the securities on loan, and the value of voting the loaned securities relative to the securities lending income expected to be derived from such securities.  Based on its experience, Kalmar believes that in most cases the value of recalling loaned securities to vote proxies will be less than the securities lending income either because the outcome of the vote will not be impacted by voting the loaned securities or the result of the vote is not likely to have significant economic consequences.  Periodically, Kalmar analyzes the process and benefits of voting proxies for securities on loan and will consider whether any modification of its voting policies or procedures are necessary in light of any regulatory changes and/or chaning securities lending economics. The Adviser will fulfill its duty of care in monitoring corporate actions and voting client proxies by regular and continual review, in a deliberate and informed manner, of the Glass Lewis proxy voting guidelines and override them as it deems necessary.

CONFLICTS

Conflicts of interest will be identified, monitored and resolved by joint effort of the Chief Compliance Officer and the investment team watchdog.  A review of potential conflicts will include the completion of an annual conflict disclosure by the Adviser’s key employees.  Regular disclosure attested to by the investment team members and senior officers will identify any conflict with companies owned on an annual basis.  These procedures combined with the utilization of Glass Lewis proxy voting guidelines, diminish the likelihood of material conflicts of interest.

RECORD KEEPING

The Adviser will maintain for the time periods set forth:  (A) these proxy voting procedures and policies and amendments thereto; (B) all proxy statements received regarding securities held by the Fund; (C) a record of votes cast on behalf of the Fund’s shareholders; (D) records of shareholder requests for proxy voting information; (E) all documentation that was material to making a proxy voting decision or that memorialized the basis for the decision.

DISCLOSURES

The “Fund” discloses in its Statement of Additional Information (“SAI”) the policies and procedures that it uses in deciding how to vote proxies.  The SAI discloses that the Fund’s actual proxy voting record for the most recent 12-month period ending June 30 is available.

The Fund is required to file annually Form N-PX which contains the Fund’s complete proxy voting record.  This filing must be made by August 31 for the 12-month period ending June 30. The Fund’s actual voting record is available to shareholders upon request and by accessing the Fund’s website, www.kalmarinvestments.com.  In addition, the fund’s actual proxy voting record will be available on the SEC’s website, www.sec.gov.  In response to a telephone request, the Fund will honor the request within three business days via first class mail. The Fund’s Semi Annual and Annual Shareholder Reports disclose that a description of the Fund’s proxy voting procedures is available in the same manner, as stated above.

 

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  Proxy voting history

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