SCHEDULE A TO INVESTMENT ADVISORY AGREEMENT BETWEEN CRM MUTUAL FUND TRUST AND CRAMER ROSENTHAL MCGLYNN, LLC
Exhibit d(2)
FORM OF AMENDED AND RESTATED
SCHEDULE A AND SCHEDULE B
DATED AS OF NOVEMBER 9, 2005
TO
INVESTMENT ADVISORY AGREEMENT
DATED AS OF JUNE 15, 2005
BETWEEN
CRM MUTUAL FUND TRUST
AND
XXXXXX XXXXXXXXX XXXXXXX, LLC
Schedule A and Schedule B to the Investment Advisory Agreement between CRM
Mutual Fund Trust and Xxxxxx Xxxxxxxxx XxXxxxx, LLC dated as of June 15, 2005
are hereby amended and restated as of the date set forth above as follows:
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
CRM MUTUAL FUND TRUST
AND
XXXXXX XXXXXXXXX XXXXXXX, LLC
NAME OF FUNDS
CRM Small Cap Value Fund
CRM Small/Mid Cap Value Fund
CRM Mid Cap Value Fund
CRM Mid/Large Cap Value Fund
CRM Large Cap Value Fund
-2-
SCHEDULE B
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
CRM MUTUAL FUND TRUST
AND
XXXXXX XXXXXXXXX XXXXXXX, LLC
FEE SCHEDULE
ANNUAL FEE AS A % OF
FUND AVERAGE DAILY NET ASSETS
---- ------------------------
CRM Small Cap Value Fund .75% of the Fund's first $1 billion of average
daily net assets; .70% of the Fund's next $1
billion of average daily net assets; and .65% of
the Fund's average daily net assets over $2
billion.
CRM Small/Mid Cap Value Fund .75% of the Fund's first $1 billion of average
daily net assets; .70% of the Fund's next $1
billion of average daily net assets; and .65% of
the Fund's average daily net assets over $2
billion.
CRM Mid Cap Value Fund .75% of the Fund's first $1 billion of average
daily net assets; .70% of the Fund's next $1
billion of average daily net assets; and .65% of
the Fund's average daily net assets over $2
billion.
CRM Mid/Large Cap Value Fund .75% of the Fund's first $1 billion of average
daily net assets; .70% of the Fund's next $1
billion of average daily net assets; and .65% of
the Fund's average daily net assets over $2
billion.
-3-
CRM Large Cap Value Fund .55% of the Fund's first $1 billion of average
daily net assets; .50% of the Fund's next $1
billion of average daily net assets; and .45% of
the Fund's average daily net assets over $2
billion.
-4-
IN WITNESS WHEREOF the parties have caused this instrument to be signed on
their behalf by their respective officers thereunto duly authorized, and their
respective seals to be hereunto affixed, all as of the date first written above.
CRM MUTUAL FUND TRUST
By:
------------------------------------
Name: Xxxxxx X. XxXxxxx
Title: Chief Executive Officer
XXXXXX XXXXXXXXX XXXXXXX, LLC
By:
------------------------------------
Name: Xxxxxx Xxxx
Title: Chief Financial Officer
-5-
