EXHIBIT d(2)
FORM OF
EXPENSE LIMITATION AGREEMENT
This Expenses Limitation Agreement is hereby entered into as of
_________ __, 2005 between Xxxxxx Xxxxxxxxx XxXxxxx, LLC ("CRM") and CRM Mutual
Fund Trust (the "Trust"), on behalf of the portfolios listed on Exhibit A
attached hereto (the "Funds")
For and in consideration of the mutual terms and agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Trust and CRM agree as follows:
The Trust and CRM agree until the date set forth on the attached
Exhibit A that CRM will waive its fees or reimburse expenses to the extent that
the expenses (excluding taxes, extraordinary expenses, brokerage commissions and
interest) of a class of a Fund exceed the rate set forth on Exhibit A of the
average daily net assets allocable to such class. The Trust, by vote of a
majority of the Trustees who are not "interested persons" (as such term is
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended)
may remove or amend the expense limitations prior to the date set forth on
Exhibit A. CRM will not have any right to reimbursement of any amount so waived
or reimbursed.
The Trust and CRM agree to review the then-current expense
limitations for each class of each Fund on a date prior to the termination date
listed on Exhibit A to determine whether such limitations should be amended,
continued or terminated. Unless (i) the Trust, by vote of its Board of Trustees,
or CRM terminates the limitations, or (ii) the Trust and CRM are unable to reach
an agreement on the amount of the limitations to which the Trust and CRM agree
to be bound, the limitations will continue for additional one-year terms at the
rate to which the Trust and CRM mutually agree. Exhibit A will be amended to
reflect that rate and the new date through which the Trust and CRM agree to be
bound.
IN WITNESS WHEREOF, the Trust and CRM have entered into this Expense
Limitation Agreement as of the Effective Date.
CRM Mutual Fund Trust, on behalf of each
Fund listed on Exhibit A attached hereto
By: ______________________________________
Name:
Title:
XXXXXX XXXXXXXXX XXXXXXX, LLC
By: _____________________________________
Name:
Title:
EXHIBIT A
TO EXPENSE LIMITATION AGREEMENT
FUND CLASS EXPENSE CAP TERMINATION DATE
-------------------------------- ------------- ----------- ----------------
CRM SMALL CAP VALUE FUND Institutional 1.25% November 1, 2010
Investor 1.50% November 1, 2010
CRM MID CAP VALUE FUND Institutional 1.25% November 1, 2010
Investor 1.50% November 1, 2010
CRM LARGE CAP VALUE FUND Institutional 1.25% November 1, 2010
Investor 1.50% November 1, 2010
CRM SMALL/MID CAP VALUE FUND Institutional 1.25% November 1, 2007
Investor 1.50% November 1, 2007
