0001193125-08-258315 Sample Contracts

FORM OF AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT INVESTOR SHARES
Shareholder Servicing Agreement • December 22nd, 2008 • CRM Mutual Fund Trust • Delaware

THIS AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT, dated as of December 9, 2008 (this “Servicing Agreement”) , 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 Large Cap Opportunity Fund, CRM All Cap Value Fund, CRM 130/30 Value Fund, CRM Global Opportunity Fund and CRM International Opportunity 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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AMENDED AND RESTATED SCHEDULE A AND SCHEDULE B DATED AS OF DECEMBER 9, 2008 TO INVESTMENT ADVISORY AGREEMENT DATED AS OF JUNE 15, 2005 BETWEEN CRM MUTUAL FUND TRUST AND CRAMER ROSENTHAL MCGLYNN, LLC
Investment Advisory Agreement • December 22nd, 2008 • 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:

AMENDED AND RESTATED EXHIBIT A DATED AS OF December 9, 2008 TO EXPENSE LIMITATION AGREEMENT DATED AS OF JUNE 15, 2005
Expense Limitation Agreement • December 22nd, 2008 • 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:

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