AMENDED AND RESTATED EXHIBIT A DATED AS OF OCTOBER 24, 2006 TO EXPENSE LIMITATION AGREEMENT DATED AS OF JUNE 15, 2005

Exhibit d(6)

AMENDED AND RESTATED

EXHIBIT A

DATED AS OF OCTOBER 24, 2006

TO

EXPENSE LIMITATION AGREEMENT

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 Small/Mid Cap Value		Institutional			1.25	%		November 1, 2007
Fund		Investor			1.50	%		November 1, 2007
		Advisor			1.75	%		November 1, 2007
CRM Mid/Large Cap Value		Institutional			1.25	%		November 1, 2010
Fund		Investor			1.50	%		November 1, 2010
		Advisor			1.75	%		November 1, 2010
CRM All Cap Value Fund		Institutional			1.25	%		November 1, 2010
		Investor			1.50	%		November 1, 2010
		Advisor			1.75	%		November 1, 2010

Exhibit d(6)

     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