AMENDED AND RESTATED EXHIBIT A DATED AS OF August 24, 2010 TO EXPENSE LIMITATION AGREEMENT DATED AS OF JUNE 15, 2005

AMENDED AND RESTATED

EXHIBIT A

DATED AS OF August 24, 2010

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, 2011
		Investor			1.50	%			November 1, 2011
CRM Mid Cap Value Fund		Institutional			1.25	%			November 1, 2011
		Investor			1.50	%			November 1, 2011
CRM Small/Mid Cap Value Fund		Institutional			1.25	%			November 1, 2011
		Investor			1.50	%			November 1, 2011
CRM Large Cap Opportunity Fund		Institutional			0.90	%			November 1, 2011
		Investor			1.15	%			November 1, 2011
CRM All Cap Value Fund		Institutional			1.25	%			November 1, 2011
		Investor			1.50	%			November 1, 2011
CRM Global Opportunity Fund		Institutional			1.25	%			November 1, 2011
		Investor			1.50	%			November 1, 2011
CRM International Opportunity Fund		Institutional			1.25	%			November 1, 2011
		Investor			1.50	%			November 1, 2011

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