0000893220-06-002221 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • October 24th, 2006 • CRM Mutual Fund Trust • Delaware

THIS SHAREHOLDER SERVICING AGREEMENT, dated as of June 15, 2005 (this “Servicing Agreement”) and amended as of November 5, 2005, by and between: (i) CRM Mutual Fund Trust, a Delaware business trust (the “Trust”), on behalf of its Portfolios, CRM Small Cap Value Fund, CRM Small/Mid Cap Value Fund, CRM Mid Cap Value Fund, CRM Mid/Large Cap Value Fund, and CRM Large Cap Value Fund, and such other Portfolios of the Trust as may from time to time join this Servicing Agreement (the “Funds”), and (ii) Cramer Rosenthal McGlynn, LLC (the “Service Provider”);

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EXHIBIT A
Administration and Accounting Services Agreement • October 24th, 2006 • CRM Mutual Fund Trust

THIS EXHIBIT A, amended and restated as of November 9, 2005 is Exhibit A to that certain Administration and Accounting Services Agreement dated as of August 1, 2005 between PFPC Inc. and CRM Mutual Fund Trust.

EXHIBIT A
Transfer Agency Services Agreement • October 24th, 2006 • CRM Mutual Fund Trust

THIS EXHIBIT A, amended and restated as of November 9, 2005, is Exhibit A to that certain Transfer Agency Services Agreement dated as of August 1, 2005, between PFPC Inc. and CRM Mutual Fund Trust.

AMENDED AND RESTATED EXHIBIT A DATED AS OF OCTOBER 24, 2006 TO EXPENSE LIMITATION AGREEMENT DATED AS OF JUNE 15, 2005
Expense Limitation Agreement • October 24th, 2006 • CRM Mutual Fund Trust

Schedule A to the Expense Limitation Agreement between CRM Mutual Fund Trust and Cramer Rosenthal McGlynn, LLC dated as of June 15, 2005 is hereby amended and restated as of the date set forth above as follows:

EXHIBIT A
Administration and Accounting Services Agreement • October 24th, 2006 • CRM Mutual Fund Trust

THIS EXHIBIT A, amended and restated as of October 24, 2006 is Exhibit A to that certain Administration and Accounting Services Agreement dated as of August 1, 2005 between PFPC Inc. and CRM Mutual Fund Trust.

EXHIBIT A
Underwriting Agreement • October 24th, 2006 • CRM Mutual Fund Trust

THIS EXHIBIT A, amended and restated as of November 9, 2005, is Exhibit A to that certain Underwriting Agreement dated as of August 1, 2005, between PFPC Distributors, Inc. and CRM Mutual Fund Trust.

EXHIBIT A
Underwriting Agreement • October 24th, 2006 • CRM Mutual Fund Trust

THIS EXHIBIT A, amended and restated as of October 24, 2006, is Exhibit A to that certain Underwriting Agreement dated as of August 1, 2005, between PFPC Distributors, Inc. and CRM Mutual Fund Trust.

INVESTMENT ADVISORY AGREEMENT between CRM MUTUAL FUND TRUST and CRAMER ROSENTHAL MCGLYNN, LLC
Investment Advisory Agreement • October 24th, 2006 • CRM Mutual Fund Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) made as of this 15th day of June, 2005, by and between CRM Mutual Fund Trust a Delaware statutory trust (the “Trust”), and Cramer Rosenthal McGlynn, LLC, a limited liability corporation organized under the laws of the state of New York (the “Adviser”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 24th, 2006 • CRM Mutual Fund Trust

This Expense Limitation Agreement is hereby entered into as of June 15, 2005 between Cramer Rosenthal McGlynn, LLC (“CRM”) and CRM Mutual Fund Trust (the “Trust”), on behalf of the portfolios listed on Exhibit A attached hereto (the “Funds”)

AND RESTATED SCHEDULE A AND SCHEDULE B DATED AS OF OCTOBER 24, 2006 TO INVESTMENT ADVISORY AGREEMENT DATED AS OF JUNE 15, 2005 BETWEEN CRM MUTUAL FUND TRUST AND CRAMER ROSENTHAL MCGLYNN, LLC
Investment Advisory Agreement • October 24th, 2006 • CRM Mutual Fund Trust

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

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