0001193125-07-270564 Sample Contracts

FORM OF AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT INVESTOR SHARES
Shareholder Servicing Agreement • December 21st, 2007 • CRM Mutual Fund Trust • Delaware

THIS AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT, dated as of November 27,2007 (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, and CRM 130/30 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
CRM Mutual Fund Trust • December 21st, 2007

THIS EXHIBIT A, amended and restated as of November 27, 2007 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 NOVEMBER 27, 2007 TO EXPENSE LIMITATION AGREEMENT DATED AS OF JUNE 15, 2005
Expense Limitation Agreement • December 21st, 2007 • 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
CRM Mutual Fund Trust • December 21st, 2007

THIS EXHIBIT A, amended and restated as of November 27, 2007 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.

AMENDED AND RESTATED SCHEDULE A AND SCHEDULE B DATED AS OF NOVEMBER 27, 2007 TO INVESTMENT ADVISORY AGREEMENT DATED AS OF JUNE 15, 2005 BETWEEN CRM MUTUAL FUND TRUST AND CRAMER ROSENTHAL MCGLYNN, LLC
Investment Advisory Agreement • December 21st, 2007 • 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:

EXHIBIT A
CRM Mutual Fund Trust • December 21st, 2007

THIS EXHIBIT A, amended and restated as of November 27, 2007, is Exhibit A to that certain Underwriting Agreement dated as of August 1, 2005, between PFPC Distributors, Inc. and CRM Mutual Fund Trust.

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