EXPENSE LIMITATION AGREEMENT
CM ADVISERS FAMILY OF FUNDS
This Agreement is made and entered into this 17th day of February, 2006, by
and between the CM Advisers Fixed Income Fund (the "Fund"), a series of shares
of the CM Advisers Family of Funds, a Delaware statutory trust (the "Trust") and
Van Den ▇▇▇▇ Management, Inc. d/b/a CM Fund Advisers, a California corporation
(the "Adviser").
WHEREAS, the Trust is a Delaware statutory trust organized under the
Amended and Restated Agreement and Declaration of Trust (the "Declaration of
Trust"), dated March 24, 2003, and is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end management investment
company of the series type; and
WHEREAS, the Fund is a series of the Trust; and
WHEREAS, the Fund and the Adviser have entered into an Investment Advisory
Agreement dated 17th day of February, 2006, (the "Advisory Agreement"), pursuant
to which the Adviser provides investment advisory services to the Fund; and
WHEREAS, the Fund and the Adviser have determined that it is appropriate
and in the best interests of the Fund and its shareholders to limit the expenses
of the Fund, and, therefore, have entered into this Agreement, in order to
maintain the Fund's expense ratios within the Operating Expense Limit, as
defined below.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Expense Limitation.
(a) Applicable Expense Limit. To the extent that the aggregate expenses of
every character, including but not limited to investment advisory fees of the
Adviser (but excluding interest, taxes, brokerage commissions, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, other extraordinary expenses not incurred in the ordinary
course of the Fund's business, and amounts, if any, payable pursuant to a plan
adopted in accordance with Rule 12b-1 under the ▇▇▇▇ ▇▇▇) incurred by the Fund
in any fiscal year (the "Fund Operating Expenses"), exceed the Operating Expense
Limit, as defined in Section 1(b) below, such excess amount (the "Excess
Amount") shall be the liability of the Adviser.
(b) Operating Expense Limit. The Fund's maximum operating expense limit
("Operating Expense Limit") in any year shall be 1.50% of the average daily net
assets of the Fund.
(c) Method of Computation. To determine the Adviser's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for the
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month exceeds the Operating Expense Limit of the
Fund, the Adviser shall first waive or reduce its investment advisory fee for
such month by an amount sufficient to reduce the annualized Fund Operating
Expenses to an amount no higher than the Operating Expense Limit. If the amount
of the waived or reduced investment advisory fee for any such month is
insufficient to pay the Excess Amount, the Adviser shall also remit to the Fund
an amount that, together with the waived or reduced investment advisory fee, is
sufficient to pay such Excess Amount.
(d) Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment advisory fees
waived or reduced and other payments remitted by the Adviser to the Fund with
respect to the previous fiscal year shall equal the Excess Amount.
2. Term and Termination of Agreement.
This Agreement shall be effective with respect to the Fund as of the day
and year first above written and shall continue in effect until the last day of
February, 2007, and from year to year thereafter provided each such continuance
is specifically approved by a majority of the Trustees of the Trust who (i) are
not "interested persons" of the Trust or any other party to this Agreement, as
defined in the 1940 Act, and (ii) have no direct or indirect financial interest
in the operation of this Agreement (the "Non-Interested Trustees").
Nevertheless, this Agreement may be terminated by either party hereto, without
payment of any penalty, upon written notice ninety (90) days prior to the end of
the then-current term of the Agreement to the other party at its principal place
of business; provided that, in the case of termination by the Trust, such action
shall be authorized by resolution of a majority of the Non-Interested Trustees
of the Trust or by a vote of a majority of the outstanding voting securities of
the Trust. Any termination pursuant to this Paragraph 2 shall become effective,
unless otherwise specifically agreed upon, on the last day of the then-current
term of the Agreement.
3. Miscellaneous.
(a) Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
(b) Interpretation. Nothing herein contained shall be deemed to require the
Trust or the Fund to take any action contrary to the Trust's Declaration of
Trust or by-laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Funds.
(c) Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
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counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
CM ADVISERS FIXED INCOME FUND, A SERIES OF
THE CM ADVISERS FAMILY OF FUNDS
/s/ ▇▇▇▇▇▇ Van Den ▇▇▇▇
__________________________________________
By: ▇▇▇▇▇▇ Van Den ▇▇▇▇
Title: Trustee and President
VAN DEN ▇▇▇▇ MANAGEMENT, INC.
D/B/A CM FUND ADVISERS
/s/ ▇▇▇▇▇▇ Van Den ▇▇▇▇
__________________________________________
By: ▇▇▇▇▇▇ Van Den ▇▇▇▇
Title: President
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