AMENDED AND RESTATED SCHEDULE A AND SCHEDULE B DATED AS OF JUNE 28, 2010 TO INVESTMENT ADVISORY AGREEMENT DATED AS OF JUNE 15, 2005 BETWEEN CRM MUTUAL FUND TRUST AND CRAMER ROSENTHAL MCGLYNN, LLC

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AMENDED AND RESTATED

SCHEDULE A AND SCHEDULE B

DATED AS OF JUNE 28, 2010

TO

INVESTMENT ADVISORY AGREEMENT

DATED AS OF JUNE 15, 2005

BETWEEN

CRM MUTUAL FUND TRUST

AND

XXXXXX XXXXXXXXX XXXXXXX, LLC

Schedule A and Schedule B to the Investment Advisory Agreement between CRM Mutual Fund Trust and Xxxxxx Xxxxxxxxx XxXxxxx, LLC dated as of June 15, 2005 are hereby amended and restated as of the date set forth above as follows:

SCHEDULE A

TO

INVESTMENT ADVISORY AGREEMENT

BETWEEN

CRM MUTUAL FUND TRUST

AND

XXXXXX XXXXXXXXX XXXXXXX, LLC

Name of Funds

CRM Small Cap Value Fund

CRM Small/Mid Cap Value Fund

CRM Mid Cap Value Fund

CRM Large Cap Opportunity Fund

CRM All Cap Value Fund

CRM Global Opportunity Fund

CRM International Opportunity Fund

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SCHEDULE B

TO

INVESTMENT ADVISORY AGREEMENT

BETWEEN

CRM MUTUAL FUND TRUST

AND

XXXXXX XXXXXXXXX XXXXXXX, LLC

Fee Schedule

Fund		Annual Fee as a % of Average Daily Net Assets
CRM Small Cap Value Fund		.75% of the Fund’s first $1 billion of average daily net assets; .70% of the Fund’s next $1 billion of average daily net assets; and .65% of the Fund’s average daily net assets over $2 billion.
CRM Small/Mid Cap Value Fund		.75% of the Fund’s first $1 billion of average daily net assets; .70% of the Fund’s next $1 billion of average daily net assets; and .65% of the Fund’s average daily net assets over $2 billion.
CRM Mid Cap Value Fund		.75% of the Fund’s first $1 billion of average daily net assets; .70% of the Fund’s next $1 billion of average daily net assets; and .65% of the Fund’s average daily net assets over $2 billion.
CRM Large Cap Opportunity Fund		.75% of the Fund’s first $1 billion of average daily net assets; .70% of the Fund’s next $1 billion of average daily net assets; and .65% of the Fund’s average daily net assets over $2 billion.

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CRM All Cap Value Fund		.95% of the Fund’s first $1 billion of average daily net assets; .90% of the Fund’s next $1 billion of average daily net assets; and .85% of the Fund’s average daily net assets over $2 billion.
CRM Global Opportunity Fund		.90% of the Fund’s first $2 billion of average daily net assets; and .85% of the Fund’s average daily net assets over $2 billion.
CRM International Opportunity Fund		.90% of the Fund’s first $2 billion of average daily net assets; and .85% of the Fund’s average daily net assets over $2 billion.

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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

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