EXHIBIT (9)(A)
THE CRM FUNDS
ADMINISTRATION AGREEMENT
AGREEMENT made the 1st day of January, 1998, between The CRM Funds (the
"Trust"), a business trust organized under the laws of the State of Delaware
with its principal place of business at Two Portland Square, and Forum
Administrative Services, LLC (the "Administrator"), a corporation organized
under the laws of the State of Delaware with its principal place of business at
Xxx Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "Act"), as an open-end management investment company and
may issue its shares of beneficial interest, no par value (the "Shares"), in
separate series and classes; and
WHEREAS, the Trust desires that the Administrator perform
administrative services for series of the Trust now existing or that in the
future may be created, and for classes that may in the future be created in each
of the separate investment portfolios of the Trust as listed on Schedule A
hereto, as it may be amended from time to time (each a "Portfolio" and,
collectively, the "Portfolios"), and the Administrator is willing to provide
those services on the terms and conditions set forth in this Agreement;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, the Trust and the Administrator do hereby agree as
follows:
SECTION 1. APPOINTMENT
The Trust hereby appoints the Administrator, and the Administrator
hereby agrees, to act as administrator of the Trust for the period and on the
terms set forth in this Agreement. In connection therewith, the Trust has
delivered to the Administrator copies of its Trust Instrument and Bylaws, the
Trust's Registration Statement and all amendments thereto filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), or the Act (the
"Registration Statement") and the current Prospectus and Statement of Additional
Information of each Portfolio (collectively, as currently in effect and as
amended or supplemented, the "Prospectus") and shall promptly furnish the
Administrator with all amendments of or supplements to the foregoing.
SECTION 2. ADMINISTRATIVE DUTIES
(a) Subject to the direction and control of the board of trustees of
the Trust (the "Board"), the Administrator shall manage all aspects of the
Trust's operations with respect to the Portfolios except those which are the
responsibility of CRM Advisers, LLC, or any other investment adviser to a
Portfolio or the Portfolios (the "Adviser"), all in such manner and to such
extent as may be authorized by the Board.
(b) With respect to the Trust or each Portfolio, as applicable, the
Administrator shall: (i) oversee (A) the preparation and maintenance by the
Adviser and the Trust's custodian, transfer agent, dividend disbursing agent and
fund accountant (or if appropriate, prepare and maintain) in such form, for such
periods and in such locations as may be required by applicable law, of all
documents and records relating to the operation of the Trust required to be
prepared or maintained by the Trust or its agents pursuant to applicable law;
(B) the reconciliation of account information and balances among the Adviser and
the Trust's custodian, transfer agent, dividend disbursing agent and fund
accountant; (C) the transmission of purchase and redemption orders for Shares;
(D) the notification to the Adviser of available funds for investment; and (E)
the performance of fund accounting, including the calculation of the net asset
value of the Shares;
(ii) oversee the performance of administrative and professional
services rendered to the Trust by others, including its
custodian, transfer agent and dividend disbursing agent as
well as legal, auditing, shareholder servicing and other
services performed for the Portfolios;
(iii) be responsible for the preparation and the printing of the
periodic updating of the Registration Statement and
Prospectus, tax returns, and reports to shareholders, the
Securities and Exchange Commission and state securities
commissions;
(iv) be responsible for the preparation of proxy and
information statements and any other
communications to shareholders;
(v) at the request of the Board, provide the Trust with adequate
general office space and facilities and provide persons
suitable to the Board to serve as officers of the Trust;
(vi) provide the Trust, at the Trust's expense, with the services
of persons, who may be officers of the Trust, competent to
perform such supervisory, administrative and clerical
functions as are necessary to provide effective operations of
the Trust;
(vii) with the approval of the Trust's counsel, prepare, file and
maintain the Trust's governing documents, including the Trust
Instrument, the Bylaws and minutes of meetings of trustees and
shareholders;
(viii) with the approval of the Trust's counsel and cooperation from
the Adviser and other relevant parties, prepare and
disseminate materials for meetings of the Board;
(ix) monitor sales of Shares and ensure that such Shares are
properly and duly registered with the Securities and Exchange
Commission and applicable state securities commissions;
(x) oversee the calculation of performance data for dissemination
to information services covering the investment company
industry, for sales literature of the Trust and other
appropriate purposes;
(xi) oversee the determination of the amount of and supervise the
declaration of dividends and other distributions to
shareholders as necessary to, among other things, maintain the
qualification of each Portfolio as a regulated investment
company under the Internal Revenue Code of 1986, as amended,
and prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other
distributions to shareholders; and
(xii) advise the Trust and the Board on matters concerning the Trust
and its affairs.
(c) The books and records pertaining to the Trust which are in
possession of the Administrator shall be the property of the Trust. The Trust,
or the Trust's authorized representatives, shall have access to such books and
records at all times during the Administrator's normal business hours. Upon the
reasonable request of the Trust, copies of any such books and records shall be
provided promptly by the Administrator to the Trust or the Trust's authorized
representatives. In the event the Trust designates a successor to any of the
Administrator's obligations hereunder, the Administrator shall, at the expense
and direction of the Trust, transfer to such successor all relevant books,
records and other data established or maintained by the Administrator under this
Agreement.
SECTION 3. STANDARD OF CARE; LIMITATION OF LIABILITY
(a) The Administrator shall use its best judgment and efforts in
rendering the services described in this Agreement. The Administrator shall not
be liable to the Trust for any action or inaction of the Administrator in the
absence of bad faith, willful misconduct or gross negligence or based upon
information, instructions or requests with respect to a Portfolio made to the
Administrator by an officer of the Trust duly authorized. The Administrator
shall not be responsible or liable for any failure or delay in performance of
its obligations under this Agreement caused by circumstances beyond its
reasonable control.
(b) The Trust agrees to indemnify and hold harmless the Administrator,
its employees, agents, officers and trustees against and from any and all
claims, judgments, losses, charges (including attorneys' fees) and other
reasonable expenses arising out of the Administrator's actions or omissions that
are consistent with the standard of care set forth in paragraph (a) of this
section.
(c) The Administrator agrees to indemnify and hold harmless the Trust,
its employees, agents, officers and trustees against and from any and all
claims, judgments, losses, charges (including attorneys' fees) and other
reasonable expenses arising out of the Administrator's actions or omissions that
are not consistent with the standard of care set forth in paragraph (a) of this
section.
(d) Neither party shall be required to indemnify the other if, prior to
confessing any claim against it which may be subject to indemnification, the
indemnified party does not give the indemnifying party written notice of, and
reasonable opportunity to defend against, the claim.
SECTION 4. EXPENSES
Subject to any agreement by the Advisor or other person to reimburse
any expenses of the Trust that relate to the Portfolios, the Trust shall be
responsible for and assumes the obligation for payment of all of its reasonable
expenses, including: (a) the fee payable under Section 5 hereof; (b) the fees
payable to the Adviser under an agreement between the Adviser and the Trust; (c)
expenses of issue, repurchase and redemption of Shares; (d) interest charges,
taxes and brokerage fees and commissions, including the fees and commissions of
introducing brokers; (e) premiums of insurance for the Trust, its trustees and
officers and fidelity bond premiums; (f) fees, interest charges and expenses of
third parties, including the Trust's custodian, transfer agent, dividend
disbursing agent and fund accountant; (g) fees of pricing, interest, dividend,
credit and other reporting services; (h) costs of membership in trade
associations; (i) telecommunications expenses; (j) funds transmission expenses;
(k) auditing, legal and compliance expenses; (l) costs of forming the Trust and
maintaining its existence; (m) costs of preparing and printing Trust's
Prospectuses, subscription application forms and shareholder reports and
delivering them to existing shareholders; (n) expenses of meetings of
shareholders and proxy solicitations therefor; (o) costs of maintaining books of
original entry for portfolio and fund accounting and other required books and
accounts, of calculating the net asset value of Shares of the Trust and of
preparing tax returns; (p) costs of reproduction, stationery and supplies; (q)
fees and expenses of the Trust's trustees; (r) compensation of the Trust's
officers and employees who are not employees of the Adviser or Administrator or
their respective affiliated persons and costs of other personnel (who may be
employees of the Adviser, Forum or their respective affiliated persons)
performing services for the Trust; (s) costs of trustee meetings; (t) Securities
and Exchange Commission registration fees and related expenses; (u) state or
foreign securities laws registration fees and related expenses; and (v) all fees
and expenses paid by the Trust in accordance with any distribution plan adopted
pursuant to Rule 12b-1 under the Act or under any shareholder service plan or
agreement.
SECTION 5. COMPENSATION
(a) For the administrative services provided by the Administrator
pursuant to this Agreement, the Trust shall pay the Administrator, with respect
to each of the Portfolios, a fee at an annual rate equal to the amount set forth
in Schedule B hereto. Such fees shall be accrued by the Trust daily and shall be
payable monthly in arrears on the first day of each calendar month for services
performed under this Agreement during the prior calendar month. Upon the
termination of this Agreement, the Trust shall pay to the Administrator such
compensation as shall be payable prior to the effective date of such
termination.
(b) Notwithstanding anything in this Agreement to the contrary, the
Administrator and its affiliated persons may receive compensation or
reimbursement from the Trust with respect to (i) the provision of services on
behalf of the Portfolios in accordance with any distribution plan adopted by the
Trust pursuant to Rule 12b-1 under the Act, (ii) the provision of shareholder
support or other services or (iii) service as a trustee or officer of the Trust.
SECTION 6. EFFECTIVENESS, DURATION AND TERMINATION
(a) This Agreement shall become effective with respect to each
Portfolio on the date on which the Trust's Registration Statement relating to
the Shares of the Portfolio become effective.
(b) This Agreement shall continue in effect for twelve months as it
pertains to a Portfolio and, thereafter, shall be automatically renewed each
year for an additional term of one year with respect to such Portfolio.
(c) This Agreement may be terminated with respect to a Portfolio at any
time, without the payment of any penalty (i) by the Board on 60 days' written
notice to the Administrator or (ii) by the Administrator on 60 days' written
notice to the Trust.
SECTION 7. ACTIVITIES OF ADMINISTRATOR
Except to the extent necessary to perform its obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the
Administrator's right, or the right of any of its officers, directors or
employees (whether or not they are a trustee, officer, employee or other
affiliated person of the Trust) to engage in any other business or to devote
time and attention to the Administration or other aspects of any other business,
whether of a similar or dissimilar nature, or to render services of any kind to
any other corporation, trust, firm, individual or association.
SECTION 8. LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY
The Trustees of the Trust and the shareholders of each Portfolio shall
not be liable for any obligations of the Trust or of the Portfolios under this
Agreement, and the Administrator agrees that, in asserting any rights or claims
under this Agreement, it shall look only to the assets and property of the Trust
or the Portfolio to which the Administrator's rights or claims relate in
settlement of such rights or claims, and not to the Trustees of the Trust or the
shareholders of the Portfolios.
SECTION 9. CONFIDENTIALITY
The Administrator agrees to treat all records and other information
related to the Trust as proprietary information of the Trust and, on behalf of
itself and its employees, to keep confidential all such information, except that
the Administrator may
(a) prepare or assist in the preparation of periodic reports to
shareholders and regulatory bodies such as the Securities and Exchane
Commission;
(b) provide information typically supplied in the investment company
industry to companies that track or report price, performance or other
information regarding investment companies; and
(c) release such other information as approved in writing by the Trust,
which approval shall not be unreasonably withheld and may not be withheld where
the Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities or when so requested by the Trust.
SECTION 10. MISCELLANEOUS
(a) Except for the Schedules, no provisions of this Agreement may be
amended or modified in any manner except by a written agreement properly
authorized and executed by both parties hereto and, if required by the Act, by a
vote of a majority of the outstanding voting securities of a Portfolio.
(b) If any part, term or provision of this Agreement is held to be
illegal, in conflict with any law or otherwise invalid, the remaining portion or
portions shall be considered severable and not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the Agreement
did not contain the particular part, term or provision held to be illegal or
invalid.
(c) Section headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.
(d) Notices, requests, instructions and communications received by the
parties at their respective principal places of business, or at such other
address as a party may have designated in writing, shall be deemed to have been
properly given.
(e) This Agreement shall be governed by and shall be construed in
accordance with the laws of the State of New York.
(f) The terms "vote of a majority of the outstanding voting
securities," "interested person," and "affiliated person" shall have the
meanings ascribed thereto in the Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
THE CRM FUNDS
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
FORUM ADMINISTRATIVE SERVICES, LLC
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
THE CRM FUNDS
ADMINISTRATION AGREEMENT
SCHEDULE A
PORTFOLIOS OF THE TRUST
AS OF JANUARY 2, 1998
The CRM Small Cap Value Fund
The CRM Mid Cap Value Fund
The CRM Value Fund
SCHEDULE B
ADMINISTRATION FEES
Fee as a % of the
Annual Average Daily
NET ASSETS OF EACH PORTFOLIO
0.15% first $50 million
0.10% next $50 million
0.05% thereafter subject to $25,000 annual minimum
