EXPENSE LIMITATION AGREEMENT
Exhibit d(5)
This Expense Limitation Agreement is hereby entered into as of June 15, 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.
Exhibit d(5)
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: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Chief Executive Officer | |||
XXXXXX XXXXXXXXX XXXXXXX, LLC |
||||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Chief Financial Officer | |||
Exhibit d(5)
AMENDED AND RESTATED
EXHIBIT A
DATED AS OF NOVEMBER 5, 2005
TO
DATED AS OF JUNE 15, 2005
Schedule A to the Expense Limitation Agreement between CRM Mutual Fund Trust and Xxxxxx
Xxxxxxxxx XxXxxxx, LLC dated as of June 15, 2005 is hereby amended and restated as of the date set
forth above as follows:
| 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
|
Institutional | 1.25 | % | November 1, 2007 | ||||
Fund
|
Investor | 1.50 | % | November 1, 2007 | ||||
CRM Mid/Large Cap Value
|
Institutional | 1.25 | % | November 1, 2010 | ||||
Fund
|
Investor | 1.50 | % | November 1, 2010 | ||||
Exhibit d(5)
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: | /s/ Xxxxxx X. XxXxxxx | |||
| Name: | Xxxxxx X. XxXxxxx | |||
| Title: | Chief Executive Officer | |||
| XXXXXX XXXXXXXXX XXXXXXX, LLC |
||||
| By: | /s/ Xxxxxx Xxxx | |||
| Name: | Xxxxxx Xxxx | |||
| Title: | Chief Financial Officer | |||
