EXHIBIT h(4)
SHAREHOLDER SERVICING AGREEMENT
THIS SHAREHOLDER SERVICING AGREEMENT, dated as of _________, 2005 (this
"Servicing Agreement"), by and between: (i) CRM Mutual Fund Trust, a Delaware
business trust (the "Trust"), on behalf of its Portfolios, CRM Small Cap Value
Fund, CRM Small/Mid Cap Value Fund, CRM Mid Cap Value Fund, and CRM Large Cap
Value Fund, and such other Portfolios of the Trust as may from time to time join
this Servicing Agreement (the "Funds"), and (ii) Xxxxxx Xxxxxxxxx XxXxxxx, LLC
(the "Service Provider");
W I T N E S S E T H:
WHEREAS, the Trust has adopted a Shareholder Service Plan (the "Plan")
with respect to Investor Shares ("Shares") of each Fund; and
WHEREAS, the Service Provider wishes to maintain, and provide certain
administrative and servicing functions in relation to, the accounts of
shareholders of the Shares (the "Customers"), either directly or indirectly
through arrangements with other investment advisers, financial institutions and
other persons (each, a "Third Party Service Providers"); and
WHEREAS, this Servicing Agreement has been approved by the Board of
Trustees of the Trust, and by the Trustees of the Trust who are not interested
persons of the Trust and have no direct or indirect financial interest in the
Plan or any agreement related thereto (the "Independent Trustees"); and
WHEREAS, it is in the interest of the Trust to make the services of the
Service Provider available to Customers who are or may become shareholders of
the Trust;
NOW, THEREFORE, the Trust, on behalf of the Funds, and the Service
Provider hereby agree as follows:
SECTION 1. GENERAL.
(a) TERM. This Servicing Agreement shall continue from the date
hereof for a period of more than one year only so long as such continuation is
specifically approved at least annually by the Board of Trustees of the Trust
and the Independent Trustees cast in person at a meeting called for the purpose
of voting on such approval. This Servicing Agreement may be terminated at any
time in accordance with Section 6.
(b) NON-EXCLUSIVE RELATIONSHIP. The arrangements under this
Servicing Agreement are non-exclusive. Without limiting the generality of the
foregoing, (a) the Trust may from time to time in its discretion enter into
other shareholder servicing agreements with, and arrange for shareholder
services for Fund shareholders to be provided by, other investment advisers,
financial institutions and other persons, and (b) the Service Provider may from
time to time in its discretion enter into shareholder servicing agreements with,
and provide shareholder servicing in relation to, other mutual funds.
(c) NATURE OF RELATIONSHIP. The Trust and the Service Provider are
independent contractors under this Servicing Agreement. This Servicing Agreement
does not establish any employment, partnership, agency, or fiduciary
relationship between the Trust and the Service Provider.
(d) RIGHTS OF TRUST IN RELATION TO SHARE OFFERING. Nothing in this
Servicing Agreement shall limit the rights of the Trust, in its sole discretion,
subject to applicable law and without notice, to terminate, suspend, or withdraw
the offer and sale of Shares or to amend or modify the terms of any such
offering.
SECTION 2. SERVICE TO BE PERFORMED; DELEGATION
(a) SERVICING ACTIVITIES. The Service Provider shall maintain, and
provide administrative and servicing functions in relation to, the accounts of
Customers (the "Servicing Activities"), which shall, except as the parties may
otherwise agree from time to time, include without limitation:
(i) answering Customer inquiries regarding account status and
history, the manner in which purchases, exchanges and
redemptions of the Shares may be effected, the proxy voting
policies and record of the Trust, and other matters pertaining
to the Funds;
(ii) assisting Customers in designating and changing dividend
options, account designations and addresses;
(iii) establishing and maintaining certain shareholder accounts and
records, as may reasonably be requested from time to time by
the Trust;
(iv) assisting in processing Share purchase, exchange, and
redemption transactions;
(v) arranging for the wiring of funds relating to transactions in
Shares;
(vi) transmitting and receiving funds in connection with Customer
orders to purchase, exchange, or redeem Shares;
(vii) verifying and guaranteeing Customer signatures in connection
with redemption orders, transfers among and changes in
Customer-designated accounts;
(viii) providing periodic statements showing a Customer's account
balances and, to the extent practicable, integration of such
information with information concerning other client
transactions otherwise effected with or through the Service
Provider;
(ix) furnishing on behalf of the Trust's distributor (either
separately or on an integrated basis with other reports sent
to a Customer by the Service Provider) periodic statements and
confirmations of all purchases, exchanges, and redemptions of
Shares in a Customer's account required by applicable federal
or state law, all such confirmations and statements to conform
to Rule 10b-10 under the Securities Exchange Act of 1934, as
amended, and other applicable legal requirements;
(x) transmitting proxy statements, annual reports, updating
prospectuses, and other communications from the Trust to
Customers;
(xi) receiving, tabulating, and transmitting to the Trust proxies
executed by Customers with respect to annual and special
meetings of shareholders of the Trust;
(xii) providing reports (at least monthly, but more frequently if so
requested by the Trust's distributor) containing
state-by-state listings of the principal residences of the
beneficial owners of the Shares;
(xiii) completing all customer identification procedures in relation
to the Customers under the Trust's anti-money laundering
program and taking all appropriate action in relation to
Customers under anti-money laundering requirements, including
closing Customer accounts, notifying appropriate authorities
of money laundering concerns and deferring payments of
redemption proceeds while money laundering concerns are
investigated;
(xiv) providing to Customers who are individuals all privacy notices
and other communications required under Regulation S-P, which
shall be given on the basis that any such Customer is a
"customer" as defined in Rule 3(j) of Regulation S-P of the
Service Provider rather than of the Trust; and
(xv) providing such other related services as the Trust or a
Customer may reasonably request.
(b) FACILITIES AND PERSONNEL. The Service Provider shall provide
at its own expense and risk all personnel and facilities necessary or
appropriate for the Service Provider to perform the functions described in
Section 2(a).
(c) STANDARD OF SERVICES. All services to be rendered by the
Service Provider hereunder shall be performed in a professional, competent, and
timely manner. The details of the operating standards and procedures to be
followed by the Service Provider in performance of the services described above
shall be determined from time to time by agreement between the Service Provider
and the Trust.
(d) DELEGATION TO THIRD PARTY SERVICE PROVIDERS. Notwithstanding
anything to the contrary in this Servicing Agreement, the Service Provide may
delegate its duties under this Servicing Agreement, including its duty to
provide the Servicing Activities, to a Third Party Service Provider, provided
that the Service Provider shall (i) remain fully responsible for the performance
of all duties under this Servicing Agreement and (ii) supervise the activities
of each Third Party Service Provider.
SECTION 3. FEES.
(a) SERVICING FEES. In consideration for Servicing Activities, the
Service Provider shall receive an annual servicing fee (a "Servicing Fee") to be
to be paid quarterly in arrears as determined by agreement between the Trust and
the Service Provider, provided that in no event shall the Servicing Fee exceed
0.25% per annum of the average daily net assets of the Shares of a Fund with
which the Service Provider maintains a service relationship or (ii) any
applicable limits imposed by law. For purposes of determining the fees payable
to the Service Provider hereunder, the value of the Trust's net assets shall be
computed in the manner specified in the Trust's then-current prospectus for
computation of the net asset value of the Trust's Shares. The above fees
constitute all fees to be paid to the Service Provider by the Trust with respect
to the transactions contemplated hereby.
(b) ADDITIONAL FEES IMPOSED BY THIRD PARTY SERVICE PROVIDERS. In
the event of a delegation to a Third Party Service Provider pursuant to Section
2(d), the Service Provider may
permit a Third Party Service Provider to, in compliance with applicable law,
impose certain conditions and fees on Customers that hold Shares through such
Third Party Service Provider in addition to or different from those imposed by
the Trust on Fund shareholders generally, provided that any such conditions and
fees are (i) disclosed by the Third Party Service Provider to its customers, and
(ii) authorized by its customers.
SECTION 4. REPORTS OF SERVICE PROVIDER ON EXPENDITURES.
The Service Provider shall supply to the Board of Trustees of the Trust promptly
after the end of each calendar quarter, and the Board shall review, a written
report in reasonable detail of the amounts expended by the Service Provider
pursuant to this Servicing Agreement, including any payments made to any Third
Party Service Provider, and the purposes for which such expenditures were made.
Such written reports shall be in a form satisfactory to the Trust and shall
supply all information necessary for the Trust to discharge its responsibilities
under applicable laws and regulations
SECTION 5. RECORD KEEPING.
The Service Provider shall maintain records concerning its performances under
this Servicing Agreement and Customer transactions in Shares in a form
reasonably acceptable to the Trust and in compliance with applicable legal
requirements, including the record-keeping requirements of Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the rules
thereunder. Such records shall be the property of the Trust and will be made
available, at the Trust's request, for inspection and use by the Trust,
representatives of the Trust, and any of their respective delegees. The
record-keeping obligations imposed in this Section 5 shall survive the
termination of this Servicing Agreement for a period of six years.
SECTION 6. TERMINATION.
(a) TERMINATION BY THE TRUST. This Servicing Agreement may be
terminated by the Trust either generally or with respect to Shares of any Fund
without the payment of any penalty, at any time upon not more than 60 days'
notice to the Service Provider, by a vote of a majority of Independent Trustees,
or by "a vote of a majority of the outstanding voting securities" (as defined in
the 0000 Xxx) of the Trust or of the Shares of the Fund concerned.
(b) TERMINATION BY THE SERVICE PROVIDER. The Service Provider may
terminate this Servicing Agreement upon not more than 60 days' nor less than 30
days' notice to the Trust either generally or with respect to Shares of any
Fund.
(c) TERMINATION ON ASSIGNMENT. Notwithstanding anything herein to
the contrary, this Servicing Agreement may not be assigned and shall terminate
automatically without notice to either party upon any assignment.
SECTION 7. AMENDMENTS.
This Servicing Agreement may be amended or modified only by written instrument
signed by both parties. Any such Amendment shall be approved by the Board of
Trustees of the Trust and by the Independent Trustees in person at a meeting
called for the purpose of voting on such approval.
SECTION 8. NOTICE.
Any notice under this Agreement shall be given in writing addressed and
delivered or mailed postage prepaid to the other party to this Agreement at its
principal place of business.
SECTION 9. GOVERNING LAW.
To the extent that state law has not been preempted by the provisions of any law
of the United States heretofore or hereafter enacted, as the same may be amended
from time to time, this Agreement shall be administered, construed and enforced
according to the laws of the state of Delaware.
SECTION 10. SEVERABILITY.
If any provision of this Servicing Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
SECTION 11. LIMITATION OF LIABILITY OF TRUSTEES AND OTHERS.
The Service Provider acknowledges that the trustees, officers, employees, agents
or shareholders of the Trust shall not be liable for any obligations of the
Trust or of the Funds this Servicing Agreement and agrees that, in asserting any
rights or claims under this Servicing Agreement or the Plan, it shall look only
to the assets and property of the Fund to which the Service Provider's rights or
claims relate in settlement of such rights or claims, and not to the trustees,
officers, employees, agents or shareholders of the Trust.
SECTION 12. RULES OF INTERPRETATION.
The following rules shall apply in the interpretation of this Servicing
Agreement:
(a) The singular shall include the plural, and the plural shall
include the singular.
(b) A reference to any gender shall include each other gender.
(c) A reference to any Section shall, unless otherwise specified,
be to a Section of this Servicing Agreement.
(d) A reference to any agreement, instrument, organizational
document, law, regulation, program, policy, procedure, or other document shall
include any amendments, modifications, restatements, or supplements thereof.
(e) The words "include" and "including" shall not be limiting.
IN WITNESS WHEREOF, the parties have executed and delivered this
Servicing Agreement as of the day and year first set forth above.
CRM MUTUAL FUND TRUST, on behalf of CRM
Small Cap Value Fund, CRM Small/Mid Cap Value
Fund, CRM Mid Cap Value Fund and CRM Large
Cap Value Fund
By: ______________________________________
Name:
Title:
XXXXXX XXXXXXXXX XXXXXXX, LLC
By: ______________________________________
Name:
Title:
