0001193125-11-286171 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT INVESTOR SHARES
Shareholder Servicing Agreement • October 28th, 2011 • CRM Mutual Fund Trust • Delaware

THIS AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT, dated as of June 28, 2010 (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 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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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 28th, 2011 • CRM Mutual Fund Trust

This Expense Limitation Agreement is hereby entered into as of June 15, 2005, as amended as of August 23, 2011, 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”)

AMENDMENT TO TRANSFER AGENCY SERVICES AGREEEMENT
Transfer Agency Services Agreement • October 28th, 2011 • CRM Mutual Fund Trust

This Amendment is an amendment to the Transfer Agency Services Agreement between CRM Mutual Fund Trust (the “Fund”) and BNY Mellon Investment Servicing (US) Inc. (formerly PFPC Inc.) (“BNY Mellon”) dated August 1, 2005, as amended (the “Agreement”).

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
Investment Advisory Agreement • October 28th, 2011 • 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:

AMENDMENT TO CUSTODIAN SERVICES AGREEEMENT
Custodian Services Agreement • October 28th, 2011 • CRM Mutual Fund Trust

This Amendment is an amendment to the Custodian Services Agreement between CRM Mutual Fund Trust (the “Fund”) and PFPC Trust Company (“PFPC Trust”) dated August 1, 2005, as amended (the “Agreement”).

AMENDMENT TO ADMINISTRATION AND ACCOUNTING SERVICES AGREEEMENT
Administration and Accounting Services Agreement • October 28th, 2011 • CRM Mutual Fund Trust

This Amendment is an amendment to the Administration and Accounting Services Agreement between CRM Mutual Fund Trust (the “Fund”) and BNY Mellon Investment Servicing (US) Inc. (formerly PFPC Inc.) (“BNY Mellon”) dated August 1, 2005, as amended (the “Agreement”).

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