City of Miami General Employees' & Sanitation Employees' Retirement Trust March 25, 2013

Christopher Barnett President

CRMSmall Cap Value December 2012

Cramer Rosenthal McGlynn, LLC 520 Madison Avenue New York, NY 10022 T 212.326.5325 www crmllc.com www crmfunds.com

Table of Contents

Organization Investment Portfolio Strategy Summary Appendix

one two three four five

CRM Client Review | As of December 2012

Investing with Clarity for Over Three Decades Distinguishing Characteristics

Founded 1973 Gerald Cramer, Edward Rosenthal & Ronald McGlynn Ronald McGlynn Jay Abramson Christopher Barnett $13.4 billion As of December 2012 16 Active Employees M&T Bank Corporation 57 Employees 22 Investment Analysts 2 Traders 8 Client Service

Experience more than three decades Origination as All Cap investors Time tested investment results Institutional knowledge base Commitment Philosophy & Processidentifiable and repeatable High quality research team Team environmentstrong culture and continuity Our Clients Alignment of interests Stable, diversified asset base

Founders

Chairman CEO President Assets

Ownership

Staff

Organization

Investment Portfolio

Strategy

Summary

Appendix

CRM Client Review | As of December 2012

Opportunistic Value Investors Equity Style Spectrum

CRMs focus lies left of core and right of deep value. A fair label would be relative value, which allows for thoughtful, opportunistic investing within the framework of our valuation discipline.
Deep Value GARP Momentum

Core Bankruptcy/ Distressed Value Growth Venture

Organization

Investment Portfolio

Strategy

Summary

Appendix

CRM Client Review | As of December 2012

The Firm at a Glance Strategies & Client Base

Strategy
Small/Mid Cap Value Small Cap Value Mid Cap Value All Cap Value Large Cap Opportunity Alternatives Global Opportunity International Opportunity

Client Base

Individual

Inception
1973 1995 1998 2002 2005 1993 2009 2009

Assets
$3,432 million $1,297 million $5,604 million $1,036 million $1,694 million $199 million $58 million $21 million

Status
Soft-Closed Mutual Funds Soft-Closed Soft-Closed Open Open Open Open Open Institutional SMA Clients Sub-Advisory

Institutional

Client Base
Individual Institutional Mutual Funds 1973 1985 1995 $0.6 billion $7.7 billion $4.9 billion

Corporations

Institutional SMA Clients

Corporations Endowments & Foundations Foreign Public & Taft-Hartley Sub-Advisory

% of Assets
31% 6% 31% 14% 18%

Public & Taft Hartley

Endowments & Foundations Foreign

Organization

Investment Portfolio

Strategy

Summary

Appendix

CRM Client Review | As of December 2012

Our Greatest Asset Representative Client List

Educational Institutions
Abilene Christian University American College of Cardiology Butler University Central Michigan University Church Farm School College of Saint Benedict Indiana University Millsaps College Mississippi State University The Texas A & M University System University of Cincinnati Walsh College Wright State University

Endowments & Foundations

Archdiocese of Indianapolis Baptist Healthcare System Cedars-Sinai Medical Center Central Indiana Community Foundation Christian Church Foundation Foundation For The Carolinas Jewish Community Federation of Los Angeles Princess Grace Foundation San Antonio Area Foundation UniHealth Foundation US Holocaust Memorial Museum Endowment

Corporations
Archer Daniels Midland Company BAE Systems North America Celanese Americas Corporation Entergy Corporation Electrolux Home Products, Inc. Guardian Industries Highmark, Inc. Hospitals Insurance Company International Paper Company Manchester Capital Management LLC NiSource, Inc. The McGraw-Hill Companies, Inc. Parker Hannifin Corporation Strattec Security Corporation

Public & Union Funds

Arizona State Retirement System City of Miami General Employees' & Sanitation Employees Retirement Trust City of Phoenix Employees' Retirement System Foresters Road Carriers Local 707 Pension Fund Teachers' Retirement System of the City of New York Teachers' Retirement System of the State of Illinois Tri-State District Council of Carpenters of Chattanooga and Vicinity Pension Fund The UFCW Local Union #1099, Southwest Ohio

CRM selected the representative clients listed above based on a variety of objective criteria, including the size of the account, the type of account and the geographic location of the client. CRM does not know whether the listed clients approve or disapprove of CRM or the advisory services provided by CRM. These clients' accounts are representative of all management styles offered by CRM.

Organization

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Strategy

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CRM Client Review | As of December 2012

Why Cramer Rosenthal McGlynn? Competitive Advantage

Boutique culture, intense research driven process Equity investing is our sole focus. As a firm, we have invested according to same philosophy for nearly 40 years while carefully managing asset growth. Unique, relatively concentrated portfolio Active share across our strategies has consistently been above 90% since the inception of the products1. We seek to invest in 50-70 holdings, allowing stock picking to drive performance. Deep team with diverse experience A team of approximately 20 analysts - many who were previously practitioners in their fields and have an average of more than 15 years of financial experience.

Active share is defined as a measure of the percentage of the portfolio that differs from its benchmark

Organization

Investment Portfolio

Strategy

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Appendix

CRM Client Review | As of December 2012

Investing at the Intersection of Change & Neglect Investment Philosophy

Companies bought and held are typically characterized by three main attributes: change, neglect and valuation.
Change
The financial markets are rich with change. Every day the markets present investors with mergers, divestitures, restructurings, new management teams or new products and expanded markets.

Neglect
Especially in its early stages, change tends to be greeted with uncertainty, expressed as investor neglect - manifested through behavioral finance, low analytical coverage, negative to neutral stock ratings and low institutional ownership.

Valuation
When change meets neglect, the intrinsic value of a company may exceed the current stock price. At the intersection of change and neglect with attractive valuation, CRM seeks the potential for substantial outperformance with lower downside risk. The conviction to invest before the rewards of change are realized requires an investment process grounded in intensive original research.

Organization

Investment Portfolio

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Summary

Appendix

CRM Client Review | As of December 2012

Meet the Team Investment Research

Strategy Leads
Small Cap Value
Mike Caputo Brian Harvey

Investment Team*
Jay Abramson 27 Years Financial Experience BSEThe Wharton School of the University of Pennsylvania JDUniversity of Pennsylvania Law School Adriano Almeida, CFA 13 Years Financial Experience MS Embry-Riddle Aeronautical University MBA Columbia Business School Andrey Belov, Ph.D. 15 Years Financial Experience BS Moscow Institute of Physics & Technology PhD Princeton University Ian Bitner 10 Years Financial Experience BS Indiana University Mike Caputo 17 Years Financial Experience BAUniversity of Notre Dame MBAThe Wharton School of the University of Pennsylvania Sackett Cook 21 Years Financial Experience BA Tulane University Tom DeBourcy, CFA 7 Years Financial Experience BSThe Wharton School of the University of Pennsylvania Brittain Ezzes 15 Years Financial Experience BA Brown University Bernard Frojmovich 13 Years Financial Experience BS CUNY Brooklyn College MBA NYU Stern School of Business Brian Harvey, CFA 19 Years Financial Experience BSFairfield University Milu Komer 18 Years Financial Experience BS Wellesley College MBA The Wharton School of the University of Pennsylvania Rob Maina 19 Years Financial Experience BSFairfield University Ron McGlynn 45 Years Financial Experience BAWilliams College MBAColumbia Business School Mimi Morris 11 Years Financial Experience BAWilliams College MBAColumbia Business School Thad Pollock 12 Years Financial Experience BSYale University Jeff Reich, MD 11 Years Financial Experience BABinghamton University MDWeill Medical College of Cornell University Chip Rewey, CFA 22 Years Financial Experience BSBoston College MBADuke University Jonathan Ruch 11 Years Financial Experience BACornell University Andrew Singer, CFA 13 Years Financial Experience BA Tufts University MBA Babson College F.W. Olin Graduate School of Business Martin Teng, CFA 13 Years Financial Experience MS, BSUniversity of Illinois MBAMIT Sloan School of Management

Small/Mid Cap Value

Jay Abramson Chip Rewey Jonathan Ruch

Mid Cap Value

Jay Abramson Thad Pollock Chip Rewey

Large Cap Opportunity

Jay Abramson Rob Maina Chip Rewey

All Cap Value

Jay Abramson Mike Caputo Jeff Reich Chip Rewey

Global Opportunity
Jay Abramson Milu Komer

International Opportunity
Milu Komer

*Financial experience may include experience in the financial services or consulting sector, including, among other areas, tax consulting, investment banking, research analysis.

Organization

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CRM Client Review | As of December 2012

Leading the Way with Sector Teams Investment Process

Sector Leads
Business Services
Jonathan Ruch

The WIP list is reviewed weekly in the sector meetings and helps to direct and monitor the research analysts workflow and progress.

Sector Teams
Business Services Financial
Bernard Frojmovich Brian Harvey, CFA Thad Pollock Chip Rewey, CFA

Liz Claiborne

LIZ MLM PIR ZQK AMGP ILA ASPV CNMD DPL ETR KOSP ABM CBL GBE HBI JBX MHGC TWC

Utilities
Jay Abramson Adriano Almeida, CFA Chip Rewey, CFA

Martin Marietta Materials Pier 1 Imports Inc. Quicksilver Brown Price 5. By Current 6. W.I.P Co's Amerigroup A. Analyst Aquila- Company B. Analyst - Priority

Consumer Discretionary
Mike Caputo

Tom DeBourcy, CFA Rob Maina Jonathan Ruch

Consumer Staples
Thad Pollock

Consumer Discretionary
Mike Caputo Mimi Morris Jonathan Ruch

International Healthcare
Tom DeBourcy, CFA Thad Pollock Jeff Reich, MD Andrey Belov, Ph.D. Sackett Cook Milu Komer Martin Teng, CFA

Aspreva Pharmaceutica CONMED Corporation DPL Inc. Entergy Corporation Kos Pharmaceuticals, Inc.

Financial
Brian Harvey

Consumer Staples
Jay Abramson Mike Caputo Mimi Morris Thad Pollock

Industrials
Adriano Almeida, CFA Ian Bitner Brittain Ezzes Chip Rewey, CFA Andrew Singer, CFA

Healthcare
Jeff Reich

First Horizon Pharmaceutical FHRX Caputo ABM Industries Inc. CBL & Associates Grubb & Ellis Hanes Brands Inc. Jack in the Box Inc. Morgans Hotel Group Time Warner Cable Inc.

Utilities
Jay Abramson

Energy
Adriano Almeida, CFA Rob Maina Chip Rewey, CFA

Energy & Industrials

Chip Rewey

Technology & Telecommunications

Tom DeBourcy, CFA Brittain Ezzes Rob Maina

Technology & Telecommunications

Rob Maina

CRM Client Review | As of December 2012

The Identifiable & Repeatable Process Investment Process Overview

The dedicated leadership of our CIO and Portfolio Managers catapults the intensive and collaborative research process and strategy management at the Firm. Idea Generation
CRM Research DB

All steps in the process are captured in our database, containing 19 years of detailed investment history.
C. R. Bard, Inc.

Due Diligence > Other: Agento IC due dilig > Company Call: Boston Glo > Company Call: 2Q08 Earni > Other: Hernia due diligenc > Company Call: 1Q08 Earni > Company Visit: Covidien L > Company Call: Form 483 o > Company Call: 4Q07 Earni > Company Visit: Investor D > Company Visit: Dinner wit > Company Call: Lifestent de > Company Call: CEO prese > Company Visit: HQ Visit > Company Call: 3Q07 Earni > Other: Agento abstract - E > Company Call: 1-1 with C

Sector Teams
Work-in-Process List

1. By Analyst 2. By Ticker 3. By Compa 4. Company P 5. By Current 6. W.I.P. Co's la 7. Price Alar

Due Diligence Investment Decision The Portfolio Sell Discipline Risk Management

Organization

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Strategy

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CRM Client Review | As of December 2012

The Team's Idea Generation Investment Process

CRM Strategies
Initial Stock Universe & Market Cap Ranges (in billions)
14 $400

Uncovering Change, Neglect & Low Valuation Qualitative 75%

12 $12 10

8 $6

Utilizes Change As a Driver of Broader Ideas & Themes Leverage Themes Across Strategies - Horizontally & Vertically Due Diligence on Existing Holdings Internal Research Database - Tamale Institutional Knowledge Base Key Development Reports Management Changes Corporate Restructurings

6 $3

Quantitative Screens
$1.54 $1 2 $0.5 $0.1 0 Small Smid Mid Large All

25%

Price & Neglect Performance Disappointments Under-Earners on a Monthly, Quarterly, Yearly Basis Negative Investor Sentiment Minimal Wall Street Coverage

Organization

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CRM Client Review | As of December 2012

The Decision to Invest Investment Process

Idea Generation and Investment Cases are processed by 9 Sector Teams.
Emphasize bottom-up, fundamental analysis Create a proprietary financial model and assess the valuation Sensitivity to core assumptions Conduct all level management interviews and company visits Contact customers, suppliers and competitors Establish the Investment Case and Target Price, seeking at least 50% upside over a 2 year investment horizon
An Investment Case is established for all CRM holdings, which clearly identifies the expected change, neglect, valuation and risk. The Investment Case is key in maintaining our sell discipline.

The final decision to invest is made by the Portfolio Managers with input from relevant Sector Teams.
Past performance is not indicative of future results.

Organization

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CRM Client Review | As of December 2012

Portfolio Construction Investment Process

Both our buy and sell disciplines revolve around our Investment Case for each individual investment.

Buy Discipline
Focus on bottom-up fundamental company research, identifying a high quality of management and overall business franchise Understand the investments risks and rewards subject to strategys risk controls and existing holdings Portfolio Holdings: 50-70 stocks with an investment horizon of about 2 years Conviction Weighting: 1-5% position size

Sell Discipline
Dependence on the original Investment Case A stock will be sold when one or more of the following occurs: Target price is attained, company reaches our fair valuation Fundamentals of the Investment Case deteriorate Investment is replaced by a higher conviction stock or a stock with a greater risk/reward profile

Organization

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CRM Client Review | As of December 2012

Controlling Risk in the Portfolios Investment Process

Weekly meetings focus on all levels of Risk Control
Sector Teams - Investment Case Focus Portfolio Managers - Strategy & Client Focus Risk Management Committee - Investment Wide Focus
The Portfolio Managers evaluate strategy risk by identifying a range of factors, beyond economic and industry sectors, that may impact the companies we own. CRM Risk Buckets

Identification of neglect and low expectations provides downside protection Monitor established Investment Case All strategy holdings evaluated for inclusion in CRM Risk Buckets Aware of market capitalization and sector weightings relative to benchmarks, with imposed 35% Russell Sector limit Strict adherence to sell discipline and review of established price targets and relative performance screens

Organization

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CRM Client Review | As of December 2012

CRM Small Cap Value Performance Recap 2012 Attribution

For the year, the CRM Small Cap Value strategy kept pace with the Russell 2000 Value Index and our upside participation was in line with our expectations given the strong breadth of the market. Outside of the eight weeks of monetary policy induced directional move, our stock selection generally added value for most of the year.
Cumulative Return Chart
12/2011 to 12/2012 12,000

1 3 2

Performance Attribution
CRM Small Cap Value vs. Russell 2000 Value Index 12/30/2011 to 7/24/2012 U.S. Dollar CRM Small Cap Value Port. Average Weight 13.56 1.01 3.39 21.62 7.55 12.28 17.14 12.46 10.98 100.00 Port. Port. Total Contrib. Return To Return 16.56 13.54 -5.47 6.97 6.57 8.85 8.78 -20.19 7.42 5.21 2.23 0.11 -0.17 1.29 0.46 0.96 1.51 -2.11 0.91 5.21 Russell 2000 Value Bench. Average Weight 12.36 2.81 3.99 37.47 5.19 6.98 14.09 9.76 7.36 100.00 Attribution Analysis

Custom Russell Global Sectors

Bench. Bench. Total Contrib. Allocation Selection Interaction Return To Return Effect Effect Effect 5.76 0.54 -11.87 10.56 12.26 -0.63 -0.45 -6.57 3.44 4.30 0.61 0.03 -0.40 3.71 0.63 0.03 0.00 -0.60 0.29 4.30 0.23 0.11 0.03 -0.86 0.18 -0.31 -0.11 -0.13 0.13 -0.72 1.21 0.44 0.21 -1.30 -0.28 0.60 1.20 -1.49 0.26 0.85 -0.15 -0.29 -0.06 0.57 -0.14 0.48 0.28 -0.07 0.16 0.78

Total Effect 1.29 0.26 0.18 -1.59 -0.24 0.76 1.37 -1.69 0.56 0.91

1
11,500

QE announcement
11,000

Consumer Discretionary Consumer Staples Energy Financial Services Health Care Materials & Processing Producer Durables Technology Utilities Total
Source: FactSet Research Systems, Inc.

2
10,500

Performance Attribution
CRM Small Cap Value vs. Russell 2000 Value Index 7/24/2012 to 9/14/2012 U.S. Dollar CRM Small Cap Value Port. Average Weight 15.91 22.14 26.29 20.33 15.33 100.00 Port. Port. Total Contrib. Return To Return 12.68 17.36 8.80 8.40 17.43 12.50 2.10 3.76 2.30 1.71 2.62 12.50 Russell 2000 Value Bench. Average Weight 17.43 19.48 21.81 21.96 19.33 100.00 Attribution Analysis

10,000 12/11 3/12 CRM Small Cap Value Taxable Comp - G

ECB announcement
6/12 Russell 2000 Value - Total Return 9/12 12/12

Beta - Russell 2000 Value 36 month Quintile 1 (Highest) Quintile 2 Quintile 3 Quintile 4 Quintile 5 (Lowest) Total
Source: Factset Research Systems, Inc.

Bench. Bench. Total Contrib. Allocation Selection Interaction Return To Return Effect Effect Effect 17.36 15.03 13.76 10.50 11.51 13.45 2.99 2.91 2.99 2.31 2.25 13.45 -0.08 0.04 -0.00 0.04 0.07 0.07 -0.77 0.44 -1.04 -0.43 1.08 -0.73 0.09 0.04 -0.20 0.02 -0.23 -0.30

Total Effect -0.76 0.51 -1.25 -0.37 0.92 -0.95

3
Performance Attribution
CRM Small Cap Value vs. Russell 2000 Value Index 9/14/2012 to 12/31/2012 U.S. Dollar CRM Small Cap Value Port. Average Weight 12.35 1.84 3.91 28.01 6.95 12.75 15.57 8.92 9.69 100.00 Port. Port. Total Contrib. Return To Return -2.18 -6.72 -8.41 0.06 2.28 -0.41 3.10 0.14 -2.27 -0.07 -0.37 -0.07 -0.35 0.10 0.18 0.29 0.38 0.04 -0.27 -0.07 Russell 2000 Value Bench. Average Weight 12.38 2.23 5.92 36.66 4.84 7.25 12.83 10.48 7.41 100.00 Attribution Analysis

Custom Russell Global Sectors Consumer Discretionary Consumer Staples Energy Financial Services Health Care Materials & Processing Producer Durables Technology Utilities Total
Source: Factset Research Systems, Inc.

Bench. Bench. Total Contrib. Allocation Selection Interaction Return To Return Effect Effect Effect 1.24 0.41 -6.75 -0.26 -4.85 3.51 3.64 -2.07 -1.50 -0.22 0.17 0.01 -0.44 -0.08 -0.25 0.28 0.49 -0.24 -0.15 -0.22 0.01 0.02 0.15 -0.02 -0.09 0.25 0.10 -0.00 0.01 0.43 -0.43 -0.14 -0.10 0.13 0.38 -0.28 -0.08 0.30 -0.06 -0.28 -0.03 0.07 0.09 -0.02 0.17 -0.16 -0.02 -0.08 -0.02 0.01

Total Effect -0.45 -0.05 0.14 0.09 0.46 -0.18 0.01 0.22 -0.07 0.15

Organization

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CRM Client Review | As of December 2012

CRM Small Cap Value Performance Recap Beta Remained a Consistent Theme
The CRM Small Cap Value portfolio generally participated on the upside during the fourth quarter. The highest beta stocks were again top performers. As we continue to focus on risk-adjusted returns, our lack of exposure to the highest beta segment of the benchmark was a consistent headwind throughout the year. Highest beta constituents as top performers in 4Q12
Performance Contribution to Return
0.02 0.01 0.00 0.01 0.06 0.00 0.01 0.00 0.01 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.16

Performance Attribution
CRM Small Cap Value vs. Russell 2000 Value Index 9/28/2012 to 12/31/2012 U.S. Dollar CRM Small Cap Value Port. Average Weight 15.48 21.29 22.45 23.39 17.37 100.00 Port. Port. Total Contrib. Return To Return 4.56 -0.30 0.98 6.28 5.50 3.21 0.66 -0.02 0.08 1.52 0.94 3.21 Russell 2000 Value Bench. Average Weight 16.50 20.26 21.24 22.55 19.40 100.00 Attribution Analysis

Beta - Russell 2000 Value 36 month Quintile 1 (Highest) Quintile 2 Quintile 3 Quintile 4 Quintile 5 (Lowest) Total
Source: Factset Research Systems, Inc.

Bench. Bench. Total Contrib. Allocation Selection Interaction Return To Return Effect Effect Effect 6.66 6.45 2.39 0.17 1.59 3.23 1.10 1.31 0.48 0.02 0.31 3.23 -0.04 0.04 -0.02 -0.03 0.05 0.01 -0.34 -1.36 -0.28 1.39 0.77 0.17 0.02 -0.10 -0.08 0.02 -0.09 -0.21

Total Effect -0.36 -1.42 -0.38 1.37 0.73 -0.02

Hovnanian Enterprises Inc. Cl A Lin TV Corp. AVG Technologies N.V. Crawford & Co. Cl B Louisiana-Pacific Corp. Bluegreen Corp. Virtus Investment Partners Inc. American Woodmark Corp. Conn's Inc. NCI Building Systems Inc. Dycom Industries Inc. PGT Inc. M/I Homes Inc. TeleNav Inc. Pike Electric Corp. Carmike Cinemas Inc. CVR Energy Inc. Alon USA Energy Inc. Kronos Worldwide Inc. Metals USA Holdings Corp.

102.31 71.14 64.90 61.88 54.56 49.36 40.63 39.31 39.04 38.58 37.69 37.20 37.02 33.81 33.40 32.98 32.76 32.42 31.75 31.36

Total Contribution to Return

Performance Attribution
CRM Small Cap Value vs. Russell 2000 Value Index 12/30/2011 to 12/31/2012 U.S. Dollar CRM Small Cap Value Port. Average Weight 17.74 19.19 24.40 22.96 15.72 100.00 Port. Port. Total Contrib. Return To Return 23.86 27.16 5.03 16.88 25.27 17.37 3.81 5.20 0.70 4.10 3.56 17.37 Russell 2000 Value Bench. Average Weight 17.93 20.32 20.75 20.96 20.03 100.00 Attribution Analysis

Highest beta constituents as top performers in 2012

Performance
Hovnanian Enterprises Inc. Cl A Bon-Ton Stores Inc. PulteGroup Inc. Conn's Inc. M/I Homes Inc. AMN Healthcare Services Inc. Smart Balance Inc. Louisiana-Pacific Corp. Ocwen Financial Corp. NewLink Genetics Corp. Capital Senior Living Corp. Western Refining Inc. Mueller Water Products Inc. Kimball International Inc. Cl B Gulfport Energy Corp. Delek US Holdings Inc. Crawford & Co. Cl B Sunesis Pharmaceuticals Inc. Sunrise Senior Living Inc. Sun Healthcare Group Inc. 382.76 274.41 187.80 176.21 176.04 160.72 140.67 139.41 138.88 138.35 135.39 134.96 134.23 134.12 128.86 127.62 126.86 123.93 121.91 119.33

Contribution to Return
0.04 0.01 0.30 0.02 0.02 0.01 0.03 0.11 0.15 0.00 0.01 0.02 0.02 0.02 0.06 0.02 0.01 0.00 0.01 0.01 0.85

Beta - Russell 2000 Value 36 month Quintile 1 (Highest) Quintile 2 Quintile 3 Quintile 4 Quintile 5 (Lowest) Total
Source: FactSet Research Systems, Inc.

Bench. Bench. Total Contrib. Allocation Selection Interaction Return To Return Effect Effect Effect 38.38 22.27 14.17 5.39 12.96 17.48 5.93 4.46 3.03 1.33 2.72 17.48 0.10 -0.03 -0.12 -0.26 0.21 -0.10 -2.18 0.91 -1.84 2.25 2.14 1.27 -0.19 -0.04 -0.84 0.13 -0.47 -1.42

Total Effect -2.28 0.84 -2.80 2.11 1.87 -0.25

Total Contribution to Return

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CRM Client Review | As of December 2012

Annualized & Calendar Year Performance December 31, 2012

Fiscal YTD Performance 9/30/2012-12/31/2012 Client Gross Client Net Russell 2000 Value Index Russell 2000 Index 3.02% 2.76 3.22 1.85

QTD Client Gross Client Net Russell 2000 Value Index Russell 2000 Index 2012 Client - Gross Client - Net Russell 2000 Value Index Russell 2000 Index
* Inception date: July 6, 2001

YTD 17.49% 16.31 18.05 16.35 2011 2010 29.84% 28.56 24.50 26.85 2009 30.66% 29.37 20.58 27.17 2008

3 Year 10.00% 8.90 11.57 12.25 2007 -2.14% -3.11 -9.78 -1.57 2006

5 Year 4.00% 2.96 3.55 3.56 2005 11.56% 10.45 4.71 4.55 2004

ICD* 7.89% 6.82 7.57 6.44 2003 50.35% 48.83 46.03 47.25 2002 -17.31% -18.13 -11.42 -20.48

3.02% 2.76 3.22 1.85

17.49% 16.31 18.05 16.35

-12.75% -13.62 -5.50 -4.18

-30.05% -30.76 -28.92 -33.79

15.41% 14.27 23.48 18.37

19.34% 18.17 22.25 18.33

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CRM Client Review | As of December 2012

Performance Attribution YTD as of December 31, 2012

The Top Contributors The Geo Group Inc. DSW Inc. A.O. Smith Corp. Potlatch Corp. G & K Services Inc. Average % 1.66 1.85 1.72 2.49 1.59 Contribution 1.31 0.82 0.81 0.78 0.78 Top Detractors
Quantum Corporation

Average % Contribution 0.69 1.24 0.61 1.07 1.43 -0.75 -0.72 -0.30 -0.27 -0.25

Super Micro Computer Inc. Aeroflex Holding Corporation Capstone Turbine Corporation Atmel Corporation

CRM Account Russell Sectors Consumer Discretionary Consumer Staples Energy Financial Services Health Care Materials & Processing Producer Durables Technology Utilities Total Total Return 34.59 16.39 -10.78 21.27 23.35 18.98 31.07 -5.49 4.93 18.11

Russell 2000V Total Return 27.30 10.48 2.26 22.05 15.39 27.00 17.44 5.34 5.64 18.07

CRM Account Average Weight 12.69 1.41 3.46 24.19 7.41 12.38 16.63 11.15 10.69 100.00

Russell 2000V Average Weight 12.37 2.59 4.80 37.04 5.07 7.05 13.47 10.17 7.43 100.00 Allocation 0.16 0.15 -0.04 -0.73 -0.03 0.38 -0.01 -0.17 -0.20 -0.49 Selection 0.79 0.32 -1.05 -0.51 0.31 -0.50 1.64 -1.03 -0.08 -0.11 Interaction -0.23 -0.21 0.53 0.40 0.13 -0.27 0.37 -0.22 0.00 0.49 Total Effect 0.73 0.25 -0.55 -0.84 0.42 -0.39 1.99 -1.42 -0.29 -0.11

Source: FactSet Research Systems, Inc.

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CRM Client Review | As of December 2012

The Portfolio and Top Positions December 31, 2012

Portfolio Inception Date July 6, 2001 Total Assets in Portfolio $28,528,807 Product Separately Managed Account The Top Ten
GEO Group Inc. Potlach Corporation CONMED Corporation Carpenter Technology Corporation Barnes Group Inc. Southwest Gas Corporation Northwestern Corporation Interface Inc. Calgon Carbon Corporation Chesapeake Lodging Trust

Market Capitalization Focus $100 million - $1.5 billion Number of Holdings 65 Maximum Security Position / Sector Exposure 6% at market / 35% Russell % in Strategy
2.8 2.6 2.5 2.3 2.2 2.1 2.0 1.9 1.9 1.9

Business
The company provides government-outsourced services specializing in the management of correctional, detention, mental health, residential treatment, and re-entry facilities in the United States, Australia, South Africa, the United Kingdom, and Canada The company operates as a real estate investment trust (REIT) that owns and manages timberlands located in Arkansas, Idaho, Minnesota and Wisconsin in the United States. A medical technology company, provides surgical devices and equipment for minimally invasive procedures and monitoring. The company engages in the manufacture, fabrication, and distribution of specialty metals. The company operates as an aerospace and industrial manufacturing and service provider serving a range of end markets and customers worldwide. The company engages in the purchase, distribution, and transportation of natural gas in Arizona, Nevada, and California It does business as NorthWestern Energy, provides electricity and natural gas in Montana, South Dakota, and Nebraska, the United States. The company engages in the design, production, and sale of floor covering products for the commercial, institutional, and residential markets primarily in the Americas, Europe, and the Asia-Pacific. The company provides services and solutions for purifying water and air, food, beverage, and industrial process streams primarily in the United States, Europe, and Japan. A self-advised real estate investment trust (REIT) focused on investments primarily in business and convention markets upper-upscale hotels and, on a selective basis, select-service and extended-stay hotels in urban settings or locations in the United States of America.

Total

22.2%

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CRM Client Review | As of December 2012

Portfolio Holdings December 31, 2012

Units Security 28,725 GEO GROUP INC 19,000 POTLATCH CORP 25,800 CONMED CORP 12,650 CARPENTER TECHNOLOGY 27,600 BARNES GROUP INC 13,800 SOUTHWEST GAS CORP 16,600 NORTHWESTERN CORP 33,900 INTERFACE INC 37,900 CALGON CARBON CORP 25,500 CHESAPEAKE LODGING TRUST 15,100 STERIS CORP 18,600 MRC GLOBAL INC 11,050 PLATINUM UNDERWRITERS HOLDINGS LTD 16,700 EVERCORE PARTNERS INC 14,000 UIL HOLDINGS CORP 17,450 BUCKEYE TECH INC COM 14,600 G & K SERVICES INC 24,850 MB FINANCIAL INC 10,900 ELIZABETH ARDEN INC 20,700 ITT CORP 15,300 HANCOCK HOLDING 27,900 REGIS CORP 47,200 INTERMEC INC 14,500 EL PASO ELECTRIC CO 32,100 FAIRCHILD SEMICON INTL 14,450 STIFEL FINANCIAL CORP 30,700 KFORCE INC 65,650 ATMEL 6,800 SMITH AO CORP - SHORT 44,500 FULTON FINANCIAL CORP 6,800 GROUP 1 AUTOMOTIVE 23,500 INVESTORS BANCORP INC. 6,150 ACUITY BRANDS INC Cost/ Share 23.98 30.45 20.21 48.94 21.65 38.64 31.87 14.20 13.41 16.66 32.26 22.00 36.49 25.62 26.28 32.27 25.01 19.27 38.73 19.81 31.24 17.85 11.44 32.02 13.89 35.06 12.30 7.32 38.22 10.14 34.78 13.38 40.59 Price/ Share 28.20 39.15 27.95 51.63 22.46 42.41 34.73 16.07 14.18 20.88 34.73 27.78 46.00 30.19 35.81 28.71 34.15 19.75 45.01 23.46 31.73 16.92 9.86 31.91 14.40 31.97 14.34 6.55 63.07 9.61 61.99 17.78 67.73 Market Value 810,045.00 743,832.90 721,110.00 653,119.50 619,896.00 585,258.00 576,518.00 544,773.00 537,422.00 532,440.00 524,423.00 516,708.00 508,300.00 504,173.00 501,340.00 500,989.50 498,590.00 490,787.50 490,609.00 485,622.00 485,469.00 472,068.00 465,392.00 462,695.00 462,240.00 461,966.50 440,238.00 430,007.50 428,876.00 427,645.00 421,532.00 417,830.00 416,539.50 % Market Value 2.84 2.61 2.53 2.29 2.17 2.05 2.02 1.91 1.89 1.87 1.84 1.81 1.78 1.77 1.76 1.76 1.75 1.72 1.72 1.70 1.70 1.66 1.63 1.62 1.62 1.62 1.54 1.51 1.50 1.50 1.48 1.47 1.46 Units Security 19,900 QUANEX BUILDING PRODUCTS 44,700 BOSTON PRIVATE FINANCIAL HOLDINGS INC 8,000 RBC BEARINGS INC 20,700 SELECTIVE INSURANCE GROUP INC 13,200 BRUNSWICK CORP 37,600 SUPER MICRO COMPUTER INC 16,800 THERMON GROUP HOLDINGS INC 25,600 CUBESMART 10,700 SUSSER HOLDINGS CORP 34,900 SAPIENT CORP 31,190 CAPITOL FEDERAL FINANCIAL 5,550 DSW INC 11,200 OASIS PETROLEUM INC 19,200 INTERNATIONAL RECTIFIER CORP 26,400 FIRST MIDWEST BANCORP 3,550 COOPER COMPANIES INC 5,800 EASTGROUP PROPERTIES 4,600 CHURCHILL DOWNS INC 5,650 VAIL RESORTS 8,900 G-III APPAREL 5,900 CITY NATIONAL CORP 9,000 ENERGY XXI LIMITED 11,400 HAWAIIAN ELECTRIC INDUS 8,800 DREW INDUSTRIES 6,750 APPLIED INDUSTRIAL TECH 10,100 CON-WAY INC 6,600 FAIR ISAAC CORP 4,950 BIOMARIN PHARMACEUTICAL INC 264,800 CAPSTONE TURBINE CORP 32,900 MONSTER WORLD WIDE INC 142,100 QUANTUM CORPORATION 2,300 CIRCOR INTERNATIONAL CASH Cost/ Share 19.62 7.86 38.23 18.29 24.99 14.62 23.09 11.67 28.87 8.97 10.58 49.61 29.96 18.94 12.52 29.27 49.44 34.65 37.82 33.18 47.87 35.51 22.05 31.41 32.77 28.44 41.09 16.18 1.28 10.97 2.47 37.37 1.00 Price/ Share 20.41 9.01 50.07 19.27 29.09 10.20 22.53 14.57 34.49 10.56 11.69 65.69 31.80 17.73 12.52 92.48 53.81 66.45 54.09 34.23 49.52 32.17 25.14 32.25 42.01 27.82 42.03 49.20 0.89 5.62 1.24 39.59 1.00 Market Value 406,159.00 402,747.00 400,560.00 398,889.00 383,988.00 383,520.00 378,504.00 372,992.00 369,043.00 368,544.00 364,611.10 364,579.50 356,160.00 340,416.00 330,528.00 328,304.00 312,098.00 305,670.00 305,608.50 304,647.00 292,168.00 289,530.00 286,596.00 283,800.00 283,567.50 280,982.00 277,398.00 243,540.00 235,672.00 184,898.00 176,204.00 91,057.00 1,268,763.24 % Market Value 1.42 1.41 1.40 1.40 1.35 1.35 1.33 1.31 1.29 1.29 1.28 1.28 1.25 1.19 1.16 1.15 1.09 1.07 1.07 1.07 1.02 1.02 1.01 1.00 0.99 0.99 0.97 0.85 0.83 0.65 0.62 0.32 4.45

CRM Client Review | As of December 2012

Brokerage Activity Summary QTD as of December 31, 2012

Broker Code B141 B183 B76 B135 B40 B145 B6 B113 B124 B192 B199 B102 B167 B63 B269 B58 B237 B35 B38 B122 B115 B965 B19 B9 B268 B181 B249 CSAES Broker Name BARCLAYS CAPITAL SUNTRUST ROBINSON HUMPHREY GOLDMAN SACHS & CO MERRILL LYNCH RBC JPMORGAN CHASE BAIRD ROBERT W KEEFE BRUYETTE & WOODS STIFEL NICOLAUS CITIGROUP GLOBAL MARKETS STEPHENS & CO JEFFERIES & COMPANY INC. U.S. BANCORP PIPER JAFFRAY TELSEY ADVISORY GROUP KING (C.L.) & ASSOCIATES FIDELITY CAPITAL MARKETS WEEDEN MARKET PLUS CANTOR FITZGERALD COWEN & CO DEUTSCHE BANK UBS SUSQUEHANNA ISI GROUP AVONDALE PARTNERS KEYBANC CAPITAL MARKETS RAYMOND JAMES & ASSOC NEEDHAM CO CS - AES Commission Ammount 10,875.10 1,731.00 1,095.50 1,058.00 852.50 792.00 659.50 633.00 609.00 581.25 483.00 418.00 364.00 314.00 298.00 288.00 279.50 272.50 262.00 258.00 244.00 232.00 216.00 204.00 200.00 190.00 187.00 166.50 Broker Code B801 B61 B150 B236 B402 B146 B936 B562 B1 B160 B946 RADI REDI B401 B912 B107 B186 B802 B187 B818 B244 B32 B711 B11 B56 B929 B104 Broker Name JONES & ASSOCIATES INC CS FIRST BOSTON CORP BAYPOINT TRADING WEEDEN & CO BURKE AND QUICK PARTNER LLC MORGAN STANLEY CO INC JMP SECURITIES LLC WEDBUSH MORGAN SECURITIES INC AUTRANET OPPENHEIMER BB&T (SCOTT &STRINGLE) ITG RADICAL GS REDI INSTINET (GATEWAY) JNK SECURITIES DAVIDSON (D.A.) CO INC LONGBOW TRADING DAVENPORT & CO OF VIRGINIA BERNSTEIN (SANFORD C) STERNE AGEE & LEACH WELLS FARGO SECURITIES BREAN MURRAY CARRET & CO SANDLER ONEILL BUCKINGHAM RESEARCH GROUP SJ LEVINSON/ALBERT FRIED LEERINK SWANN & COMPANY PULSE TRADING SOFT DOLLAR Total Commission Ammount 165.00 150.00 140.00 137.00 122.00 118.00 116.00 104.00 100.00 80.00 77.00 63.50 63.01 54.00 52.50 40.00 40.00 40.00 38.50 36.00 28.00 28.00 24.00 22.00 17.50 8.00 4.00 25,631.36

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CRM Client Review | As of December 2012

Forward Outlook Small Cap Value

We remain confident that the investment climate will continue to improve post resolving the current fiscal concerns. Valuations are clearly higher than one year ago as market returns exceeded earnings growth, but multiples remain subdued relative to interest rates. Any reasonable re-acceleration in earnings growth will likely be paired with yet higher multiples which could produce returns similar to 2012 for the next couple of years or until such time as monetary policy becomes less accommodative. Companies have plenty of cash on their balance sheets which could pave the way for M&A activity to return and provide additional catalyst for our style of investing. CRM had a number of holdings involved in M&A across many of strategies in 2012 which was encouraging. Breadth should narrow as earnings expectations are reset and this is typically a better environment for fundamental active investors like us. We continue to find ample opportunities and will continue to be nimble, harvesting and adding to take advantage of any volatility.

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CRM Client Review | As of December 2012

The Characteristics and Russell Sector Exposure* Small Cap Value

Number of Holdings CRM Small Cap Value Russell 2000 Value Index Russell 2000 Index 65 1,422 1,978 Wtd. Ave. nLog Market Cap ($m) 1,380 910 1,040 Price/ Earnings '14 17.5 x 15.0 x 16.3 x Price/ Book 1.7 x 1.3 x 1.8 x

The statistics above reflect the characteristics of the securities that comprised the representative account for the Small Cap Value strategy and the indices as of the date shown. The statistics provided are not related to or indicative of the strategy or the indices' performance. Source: Melon Analytical Solutions.

Consumer Discretionary Consumer Staples Energy Financial Services Health Care Materials & Processing Producer Durables Technology Utilities 0 5 10 15 20 25 30 35 40

The sector breakdown chart above is presented to illustrate examples of sectors which were held in the Small Cap Value strategy as of the date indicated and may not be representative of the portfolio's current or future investments. Source: FactSet Research Systems, Inc.

*Supplemental Information: This supplements the CRM Small Cap Value Taxable Composite presentation on the reverse side.

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CRM Client Review | As of December 2012

Performance Disclosure CRM Small Cap Value Taxable Composite

Cramer Rosenthal McGlynn, LLC (herein after referred to as CRM) claims compliance with the Global Investment Performance Standards (GIPS) and has prepared and presented this report in compliance with the GIPS standards. CRM has been independently verified for the periods January 1, 1989 through December 31, 2011. Verification assesses whether (1) the firm has complied with all the composite construction requirements of the GIPS standards on a firm-wide basis and (2) the firms policies and procedures are designed to calculate and present performance in compliance with the GIPS standards. The Small Cap Value Taxable composite has been examined for the periods since January 1, 1998 through December 31, 2011. The verification and performance examination reports are available upon request. Policies for valuing portfolios, calculating performance, and preparing compliant presentations are available upon request. Notes: 1. Cramer Rosenthal McGlynn, Inc. was founded in 1973 and serves pension plans, endowments, foundations, and other institutional and individual clients. On January 2, 1998, Cramer Rosenthal McGlynn, Inc. consummated various transactions with its affiliates and WT Investments, Inc. and formed a new entity, Cramer Rosenthal McGlynn, LLC (the Company). The Company is registered as an investment advisor under the Investment Advisers Act of 1940. The Companys mission is to manage assets for maximum return consistent with client objectives and risk parameters. 2. Performance results are based on all fully discretionary and fee paying accounts under CRM management in the Small Cap Value Taxable Composite, including those accounts no longer with the firm. 3. All results are calculated on a time-weighted basis, weighted for the size of the account. 4. Valuations and returns are computed and stated in U.S. Dollars, are dollar-weighted and reflect the reinvestment of all dividends and other earnings into the respective portfolios. Performance is calculated monthly, and the gross performance results for each portfolio are presented before management fees but after all trading commissions. The net performance results are presented after all fees and expenses except for custody fees (i.e. all trading commissions and actual management fees). The following is the schedule of management fees: 1.00% on all assets. 5. Internal dispersion is calculated using the equal weighted standard deviations of all portfolios included in the composite for the entire year. 6. A complete list of all firm composites, including annual returns, size and number of accounts, is available upon request. 7. The Small Cap Value strategy is designed to capture investment returns in a concentrated market capitalization range of stocks, from approximately $100 million to $1.5 billion. 8. This composite was created on January 1, 1996. 9. The benchmarks are the Russell 2000 Value Index primary and Russell 2000 Index secondary. The Russell 2000 Value Index measures the performance of companies in the Russell 2000 Index with lower price-to-book ratios and lower forecasted growth values. The largest, weighted average, and weighted median market capitalization's of the Russell 2000 Value Index are $3.70 billion, $1.09 billion, and $950 million, respectively. The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index, with the largest, weighted average, and weighted median market capitalization being $3.70 billion, $1.24 billion, and $1.11 billion, respectively. A complete product fee schedule is listed in the appendix. 10. The three-year annualized ex-post standard deviation is not presented prior to 2011 as it is not required. It should not be assumed that recommendations made in the future will be profitable or will equal the performance shown in this analysis.

Year 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000

Composite Gross of Fees Returns % 17.37 -12.60 29.78 30.55 -30.07 -2.44 15.31 11.57 18.95 49.58 -16.98 27.27 19.31

Composite Net of Fees Returns % 16.47 -13.26 28.79 29.69 -30.44 -3.2 14.43 10.71 18.18 48.43 -17.57 26.2 17.89

Russell 2000 Value Russell 2000 Index Index Returns % Returns % 18.05 -5.50 24.50 20.58 -28.92 -9.78 23.48 4.71 22.25 46.03 -11.43 14.03 22.83 16.35 -4.18 26.85 27.17 -33.79 -1.57 18.37 4.55 18.33 47.25 -20.48 2.49 -3.02

Number of Portfolios 6 7 7 7 8 8 9 11 13 8 12 11 12

Internal Dispersion 0.30 0.56 0.40 0.39 1.33 0.54 0.52 0.71 0.12 1.51 0.65 1.86 1.35

Total Assets in Composite $US Millions 776 741 1,001 707 487 726 959 910 921 610 433 496 369

Total Assets in Firm $US Millions Composite 13,378 12,487 14,489 11,860 7,819 11,431 10,641 8,910 6,966 4,885 3,518 4,464 3,502 21.23 24.53 ------------

Russell 2000 Value Index 19.89 26.05 ------------

Russell 2000 Index 20.20 24.99 ------------

CRM Client Review | As of December 2012

Risk and Return Statistics

December 31, 2012
Active Share As of December 31, 2012 CRM Small Cap Value vs. Russell 2000 Value Index 1 Year Average 93 3 Year Average 95 5 Year Average 95

Five Years January 2007 - December 2012

Annualized Excess Returns CRM Small Cap Value Russell 2000 Value Index 0.43 Tracking Error 6.60 Information Ratio 0.06 Sharpe Ratio 0.15 0.13 Annualized Return 3.97 3.55 Annualized Standard Deviation 23.33 24.60 Annualized Alpha 0.66 -

Beta 0.91 1.00

Source: FactSet Research Systems Please see the reverse page for statistic definitions.

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CRM Client Review | As of December 2012

Definitions

Annualized Excess Return Tracking Error Information Ratio Sharpe Ratio Beta Annualized Return Annualized Standard Deviation Annualized Alpha Active Share

The calculated returns in excess of a benchmark. A measure of the amount of active risk that is being taken by a manager. A measurement of the value added per unit of active risk over an index. A measurement of efficiency utilizing the relationship between annualized risk-free return and standard deviation. The measure of the portfolio's volatility in reference to the benchmark. The geometric mean of the product's returns with respect to one year. A measure of the average deviations of a return series from its mean. A measure of the incremental return of a product when the market is stationary. A measure of the percentage of the portfolio that differs from its benchmark.

CRM Client Review | As of December 2012

Strategy Commentary 4th Quarter of 2012

In addition to MRC Global, we initiated new positions in Regis Corporation, Fulton Financial Corporation, Selective Insurance Group and Brunswick Corporation. After years of weak operating results, Regis Corporation remains neglected despite recent significant change in both management and operating structure. We believe the new management team can unlock value with a focus on customer service and unit profitability. In addition, the company recently monetized two non-core assets which has strengthened the balance sheet and set up a compelling return of capital strategy for shareholders. Fulton Financial is a bank with $22 billion of assets located in eastern Pennsylvania. We expect improved credit quality, loan growth and their recently announced stock buyback to drive earnings growth. We initiated a position in Selective Insurance Group as the companys ROE should expand as a result of improved property casualty insurance pricing coupled with ongoing claims and expense management initiatives. We also believed the market concerns related to the companys potential loss exposure from Hurricane Sandy were overblown and provided a good entry point on the stock. Finally, the companys strong agency distribution and underwriting franchise could attract M&A interest from larger companies looking to expand in the business. Brunswick owns Mercury, the market leading marine engine company, which has reduced operating costs and invested behind numerous new products. It is a very profitable business, but its strength has been camouflaged by losses at their boat manufacturing divisions. Through aggressive cost cutting, we expect the boat businesses to be profitable in 2013 and for the combined marine businesses to enjoy many years of growth The top detractors were The Childrens Place Retail Stores, Monster Worldwide, Actuate Corporation, behind favorable demographics and renewed interest in boating as a leisure time activity. Quantum Corporation and Buckeye Technologies. The Childrens Place Retail Stores lowered annual guidance due to Hurricane Sandy disruptions and an increased promotional environment. We sold the In addition to The Childrens Place, we sold our position in Seacor Holdings in order to reinvest the proceeds remainder of our position as we found more compelling opportunities in which to invest. Broad based in better risk versus reward opportunities. We exited our position in Convergys Corporation during the macroeconomic weakness pressured the results at Monster Worldwide. The company announced a quarter as warranted by our Investment Case. We also sold our shares in Alterra Capital Holdings and significant restructuring program to increase profitability and continues to pursue strategic alternatives to Robbins & Myers on M&A announcements during the quarter. enhance shareholder value. Shares of Actuate Corporation reported disappointing third quarter results. Our investment thesis was based on the companys new open source analytic software products. We expected demand to remain stable for the next few years, however, it became evident during the third quarter that revenue from its legacy products was starting to decline. Consequently, we exited the position during the fourth quarter as our investment thesis changed. Quantum Corporation conducted a dilutive convertible note offering. While it was well capitalized prior to the offering, the company chose to raise additional capital in order dispel any myths propagated by larger competitors about its long-term viability. After reporting disappointing second quarter results, the third quarter was better than expected and supported our investment thesis. Quantum continues to transition from providing legacy tape drive systems to providing a broader portfolio of storage hardware and software. Buckeye Technologies provided disappointing guidance for the December quarter. Issues highlighted on the fiscal Q1 earnings call included softness in certain end markets and volume disruption due to a plant closure. We believe these headwinds are temporary in nature and the market is overlooking earnings improvement from Buckeyes conversion to more specialty pulp production in early 2013 as well as the future operational savings from the Delta plant closure. Intermec, The GEO Group, Kforce, MRC Global and Interface were the top contributors to performance. Shares of Intermec increased by over 24% on news that the company was acquired by Honeywell International in an all cash transaction during the quarter. Private prison operator, The GEO Group continued with the necessary internal reorganization efforts to convert from a C-Corp to a Real Estate Investment trust (REIT). We believe that given the companys strong cash flow characteristics, a healthy dividend upside remains in GEO shares once the REIT conversion is completed. Kforce is benefiting from a mix shift to faster growth technology and finance/accounting staffing which should continue to boost margins. The company declared and paid a $1 per share dividend which was material to a stock then trading at approximately $13 per share. MRC Global, a new purchase during the quarter, is a distributor of energy products for upstream, midstream and downstream applications. During the market downturn, while still privately held, the company embarked on a strategy to expand its global footprint and downsize its lower margin pipe distribution businesses. These efforts are bearing fruit in the form of rising margins and stronger growth. Interface is starting to see the benefit of cost cutting initiatives that were put in place early last year. In addition, order trends have strengthened and, combined with a leaner cost structure, should result in significant profit growth in the upcoming year. We continue to like the companys overall positioning in the secularly advantaged modular carpet market and see further growth opportunities in emerging markets.

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CRM Client Review | As of December 2012

Market Commentary 4th Quarter of 2012

Over the course of the past three quarters, we have expressed a concern that the pending fiscal cliff would cause an economic slowdown. Investors and business leaders do not like uncertainty. At the same time, we were anxious to get beyond the cliff as we believed it would rejuvenate business/consumer/investor confidence, reignite economic growth and provide a great backdrop for the equity markets. During those brief periods of market trepidation, we sought to take advantage and invested in a variety of transforming companies, but mostly those which would benefit from an economic re-acceleration. As of the first week of the new year, we now know that the fiscal cliff saga is at least a two act drama. Although the legislative process was probably not what the founders envisioned, the market breathed a big sigh of relief with the compromise on taxes. We now await the second act which will attempt to replace the automatic sequester cuts with other spending reductions and entitlement reforms. The debt ceiling provides political leverage, but also greater financial risk in the event that this second act does not raise the debt ceiling in a timely fashion and fails to address the continuing fiscal imbalances. Based upon recent history, we are unlikely to see any movement towards bipartisanship before the end of February. In the meantime, the focus will return mostly to company fundamentals and other factors such as developments in the Eurozone, China, Iran and other parts of the Mideast. Earnings will once again provide some differentiation between those companies which are creating shareholder value and those who are not. We have been fortunate over the past few years to identify a number of companies which are undergoing transformational change. In most cases, astute management teams have undertaken a combination of prudent cost reduction, reinvestment in growth verticals and sound capital allocation. All of these initiatives reduce risk in an uncertain environment, but keep the company positioned to benefit from any improvement in economic conditions. Examples include longer term holdings such as Tyco, FMC, Airgas, and Stanley Black & Decker and newer positions such as Harley Davidson, Eaton and Pentair. Beyond these general tenets of our investment philosophy, we continue to find opportunities in attractive themes such as energy infrastructure, clean energy and energy efficiency. When trends become accepted as secular, one often sees consolidation activity. We experienced three such examples this past year as our holdings in three energy related companies, Robbins & Myers, Thomas & Betts and Cooper Industries, were all acquired by strategic buyers. We noted last quarter that merger & acquisition activity, one measure of business confidence, was down 15-20% through September. We would not have expected it to improve going into the fiscal cliff uncertainty. However, the fourth quarter was up 52% sequentially and 37% year over year according to Dealogic which brought 2012 to $2.6 trillion or approximately flat with 2011. Many of these deals were cross border/transnational, a trend that is likely to accelerate. These amazing results, somewhat circularly, inspire confidence and highlight the pent up M&A activity that will most certainly be more robust post act two of the fiscal cliff. The low growth environment, ample liquidity and negligible cost of funding are a powerful combination in fueling M&A and other value enhancing steps such as stock buybacks/recapitalizations. We remain confident that the investment climate will continue to improve post resolving the current fiscal concerns. Valuations are clearly higher than one year ago as market returns exceeded earnings growth, but multiples remain subdued relative to interest rates. Any reasonable re-acceleration in earnings growth will likely be paired with yet higher multiples which could produce returns similar to 2012 for the next couple of years or until such time as monetary policy becomes less accommodative. We look to take advantage of any temporary dislocations that may develop in the coming weeks/months to add to core holdings for life after act two.

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CRM Client Review | As of December 2012

Investing With Clarity for Over Three Decades History of the Firm
Cramer Rosenthal McGlynn is a leading value manager. We believe our track record, spanning almost 40 years, is testament to our success in serving clients and providing strong investment performance. Clients benefit from consistent application of one cohesive philosophy and process, implemented by a team with diverse experience in appraising the intrinsic value of companies. CRMs founding partners, Gerry Cramer, Ed Rosenthal and Ron McGlynn, met in the 1970s. Sharing a fascination for investing in changing companies neglected by other investors, they founded CRM in 1973 as a value investment specialist. To implement their vision, they created an investment process designed to capitalize on the returns and minimize the risks inherent in changing companies. After the painful market decline of 1973-1974, many investors lost interest in stocks, creating a climate of neglect. The challenges of the early 1970s led the founders of our firm to formulate the rationale for investing we follow today. They saw firsthand the opportunities inherent in companies experiencing change while operating in an environment of low investor expectations. While inspired by personal experience, the validity of CRMs strategy is supported by numerous academic studies dating from the genesis of the modern stock market to the present. By the early 1980s, the success of CRMs investment process led to several positive developments. Our track record attracted institutional clients, helping our firm to grow assets under management and build resources. Jay Abramson joined the firm, and over time expanded our team of talented research analysts. The advent of institutional investors and a new generation of talent in turn brought improvements to the investment process. Specifically, we developed more in-depth approaches to due diligence and formalized valuation techniques. What began as a collective gleam in three investors eyes has turned into an investment company with a 39-year track record based on a proven investment process. While we have grown as an organization, we nonetheless remain true to our entrepreneurial origins, evident in the shared excitement with which analysts team up to pursue a new opportunity.

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CRM Client Review | As of December 2012

Capitalizing on Change and Neglect Investment Philosophy

In the investment world as in everyday human life, change often unlocks hidden potential. Yet most investors sit on the sidelines while a transformation is underway, waiting to see evidence of positive results. This wait-and-see attitude is fertile ground for an investment company structured to capitalize on change through intensive research. Our track record, spanning almost 40 years, is testament to our success in serving clients and providing strong investment performance. Clients benefit from consistent application of one cohesive philosophy and process, implemented by a team with diverse experience in appraising the intrinsic value of companies. The intellectual coherence of our investment philosophy is a genuine strength. Companies we buy and hold are typically characterized by three attributes: change, neglect and valuation. Change The financial markets are rich with change. Every day the markets present investors with mergers, divestitures, restructurings, new management teams or new products and expanded markets. Neglect Especially in its early stages, change tends to be greeted with uncertainty, expressed as investor neglect manifested through behavioral finance, low analytical coverage, negative to neutral stock ratings and low institutional ownership. Valuation When change meets neglect, the intrinsic value of a company may exceed the current stock price. At the intersection of change and neglect with attractive valuation, CRM finds the potential for substantial outperformance. The conviction to invest before the rewards of change are realized requires an investment process grounded in intensive original research.

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CRM Client Review | As of December 2012

Building Investment Conviction Investment Process

Identify change CRM seeks to identify change at an early stage that is material to the operations of a publicly traded company, capitalizing on the opportunity to invest while others wait for certainty. Based on the experience of our research team, we excel at connecting the dots, - that is, we identify many situations where positive change in one company may lead to a broader set of investment opportunities. A divestiture in one industry, for example, may lead to a new opportunity in another industry. Or a supplier of a company turns out to be an attractive investment in its own right. Appraise the business Once potential positive change is identified, we appraise the business by producing a financial model based principally upon projected cash flow. We evaluate the business in the context of what the market is willing to pay for comparable companies, and also what a strategic buyer would pay for the entire company. CRM further measures institutional ownership and tracks the degree of recognition by investors and sell-side analysts. Conduct research We visit companies on site and cross reference management claims about future profitability through an extensive network of research contacts built over decades. We amass information from numerous sources, looking for evidence of a catalyst or critical variable that will bring a stock out of the shadows into the mainstream of investor enthusiasm. Our goal at this stage of the investment process is to build a solid investment case, ensuring that future buy and sell decisions are driven by clear milestones as opposed to human emotion. Take action Intensive due diligence enables us to move swiftly in situations where change and neglect coincide to create attractive valuations. Every CRM portfolio reflects a series of separate, well-reasoned decisions to invest in individual companies. We are cognizant of benchmark structure, but this awareness does not drive portfolio construction. Our investments seek to capture underlying fundamental change at the company levelhinging not on variables that can spiral out of control, such as commodity prices, interest rates or geopolitical events, but on developments that company management can control and execute. This strategy allows us to define clear milestones, providing guidance in sell discipline implementation. Sell Clearly defined investment milestones an earnings target met or missed, a new product unveiling precisely when anticipated or still languishing on the drawing board long past the deadline make it possible either to sell without emotion or take advantage of price declines to increase holdings. CRMs entire process is focused not only on building the investment case but also on understanding how the case might deteriorate. Virtually on the day we identify a new idea, we start thinking about our exit strategy.

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CRM Client Review | As of December 2012

Biographies of Investment Professionals Executives

Jay B. Abramson Chief Executive Officer Jay has been with CRM since 1985. As Chief Investment Officer, he maintains overall responsibility for the firms investment team. Prior to CRM, Jay earned his CPA. He received a BSE from the University of Pennsylvania Wharton School and a JD from the University of Pennsylvania Law School. Jay is a Trustee and Chairman of the Investment Committee for Montefiore Medical Center. Christopher C. Barnett President Chris is a member of the Executive Committee, responsible for the management and strategic direction of CRM. He is also responsible for all aspects of the firms global marketing and institutional client efforts. Chris joined the firm in 1997, was named Director of Marketing in 2002 and Executive Vice President in 2007. Prior to CRM, he worked at Ark Asset Management as an Associate in the fixed income department. Chris earned a BA in history from the University of Richmond. Carlos A. Leal, CPA Executive Vice President, Chief Financial Officer Carlos joined the firm in 1999. Prior to CRM, Carlos was an Audit Senior Manager within the Financial Service Group of Ernst & Young LLP. He received a BBA from Iona College. Ronald H. McGlynn Chairman Ron is one of the cofounders of CRM and his primary role is Chairman at the firm. Before CRM, Ron was a portfolio manager and an investment analyst for Chase Manhattan Bank, Standard & Poors InterCapital and Oppenheimer & Company. He earned a BA from Williams College and an MBA from Columbia University Business School. Ron serves as chairman of the Investment Committee on the Board of Trustees at Winthrop University Hospital. Steven A. Yadegari, Esq. Executive Vice President, General Counsel Steve is the firms CCO. He also serves as the General Counsel and is an Executive Vice President for the firm. In addition, Steve is a member of the Executive Management Committee. He joined the firm in August of 2005. Prior to CRM, he worked at K & L Gates and Proskauer Rose. Steve also has served as Senior Counsel at the U.S. Securities and Exchange Commission. He is a past President of the Association for Conflict Resolution of Greater New York and is an adjunct professor at the Benjamin N. Cardozo School of Law and at the NYU School of Continuing Education and Professional Studies. Steve has received a BA from Brandeis University and earned his JD from the Cardozo School of Law.

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CRM Client Review | As of December 2012

Biographies of Investment Professionals Research & Trading

Jay B. Abramson Chief Executive Officer Jay has been with CRM since 1985. As Chief Investment Officer, he maintains overall responsibility for the firms investment team. Prior to CRM, Jay earned his CPA. He received a BSE from The Wharton School of the University of Pennsylvania and a JD from the University of Pennsylvania Law School. Jay is a Trustee and Chairman of the Investment Committee for Montefiore Medical Center. Adriano F. Almeida, CFA Adriano joined the firm in 2010 and his primary role is research analyst in CRMs investment group. Previously, he was a portfolio manager with Louis Dreyfus Highbridge Energy and Dalton, Greiner, Hartman, Maher & Co. Adriano has additional experience as a senior managing analyst with The Dreyfus Corporation and as the Head of Research and Applications at Physical Acoustics Corporation. He received a MS from Embry-Riddle Aeronautical University and an MBA from Columbia Business School. Andrey A. Belov , Ph.D. - Vice President Andrey joined CRM in 2009 and his primary role is research analyst in CRMs investment group focusing on international equities. Previously, he was a senior research analyst responsible for global technology investments at Bernstein Global Value Equities, a unit of AllianceBernstein. Prior to Bernstein, Andrey was a management consultant at McKinsey & Company, where he led projects in the high technology, telecommunications and aerospace industries. He earned a MS from Moscow Institute of Physics and Technology and a PhD from Princeton University. Ian Bitner Ian joined the firm in 2010 and his primary role is research analyst in CRMs investment group. Previously, he was a senior analyst at BroadArch Capital; and prior to BroadArch, Ian covered financial services as an investment banking analyst at Banc of America Securities. He earned a BS from Indiana University's Kelley School of Business. Michael J. Caputo Senior Vice President Mike joined CRM in 2002 and he currently serves as a portfolio manager and senior research analyst in our investment group. Prior to CRM, Mike was a vice president in Corporate Finance at Morgan Stanley. He earned a BA from the University of Notre Dame and an MBA from The Wharton School of the University of Pennsylvania. Sackett S. Cook Sackett joined the firm in 2010 and his primary role is research analyst in CRMs investment group focusing on international equities. Previously, he was a senior analyst and portfolio manager with Diamondback Capital and MENEMSHA Capital Group, respectively. He has additional experience as a global financial analyst with Execution Ltd., UBS Warburg and Fox-Pitt, Kelton. He received a BA from Tulane University. Thomas P. Cook Vice President Tom joined CRM in 1996 and he is a trader for CRMs investment team. Previously, he was employed as a trader at Gabelli Asset Management. Tom attended Fordham University where he earned a CBA BS in accounting. He is a member of St. Francis Prep Alumni Board of Directors. Thomas DeBourcy, CFA Tom joined the firm in 2007 and his primary role is a research analyst in CRMs investment group. Previously, he was an analyst at Deutsche Bank Securities in the health care group. Tom received a BS from The Wharton School of the University of Pennsylvania.

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CRM Client Review | As of December 2012

Biographies of Investment Professionals Research & Trading

Brittain Anderson Ezzes Brittain joined the firm in 2010 and her primary role is researched analyst in CRMs investment group. Previously, she was an analyst and Managing Director with MissionPoint Capital Partners and Iridian Asset Management, respectively. Brittain has additional experiences as an associate in the merchant banking fund with SG Capital Partners and as a business analyst with Price Waterhouse, LLP. She received a BA from Brown University. Bernard C. Frojmovich Bernie joined the firm in 2009 and his primary role is research analyst in CRMs investment group. Previously, he was a vice president and investor on the U.S. Small and Mid-Cap Value Equity Team at BlackRock Investment Management. Prior to BlackRock, Bernie covered financial services as an investment analyst at Morgan Stanley Investment Management and a credit analyst at JPMorgan Chase. He earned a BS from CUNY, Brooklyn College and an MBA from New York University's Leonard N. Stern School of Business. Scott L. Geller Senior Vice President Scott joined CRM in 1993 and he is Director of Trading. Before CRM, Scott was an assistant vice president on the trading desk at Rothschild, Inc. Scott earned a BBA from Baruch College of the City University of New York. Scott is a member of the National Organization of Investment Professionals. Brian M. Harvey, CFA Vice President Brian joined the firm in 2005 and he currently serves as a portfolio manager and a senior research analyst in CRM's investment group. Prior to CRM, he was an equity research analyst at Fox-Pitt, Kelton. Brian also spent four years as accountant in the financial services audit practice at KPMG LLP and earned his CPA designation. He received a BS from Fairfield University. Milu E. Komer Senior Vice President Milu joined CRM in 2008 and she serves as a portfolio manager and senior research analyst in the firms investment group, focusing on the international and global strategies. Prior to joining the firm, Milu was Vice President at Neuberger Berman Management Inc. and Neuberger Berman, LLC where she served as an analyst, associate portfolio manager and portfolio manager since 2001. In addition, she previously served as an associate in the J.P. Morgan Securities Debt Capital Markets Group and as a Foreign Exchange Trader in the Emerging Markets Group at Citibank. Milu began her career as a Financial Analyst in the International Equity Research and Asset Management Divisions of Goldman Sachs London office. She received a BA from Wellesley College and an MBA from The Wharton School of the University of Pennsylvania. Robert Maina Vice President Rob joined the firm in 2005 and he currently serves as a portfolio manager and a senior research analyst in CRMs investment group. Previously, Rob worked at Copper Beech Capital Management, a long/short fund focusing on the technology sector, and also CIBC World Markets, Donaldson, Lufkin & Jenrette and Arthur Andersen & Company LLP. He received a BS from Fairfield University's School of Business. Ronald H. McGlynn Chairman Ron is one of the cofounders of CRM and his primary role is Chairman at the firm. Before CRM, Ron was a portfolio manager and an investment analyst for Chase Manhattan Bank, Standard & Poor's InterCapital and Oppenheimer & Company. He earned a BA from Williams College and an MBA from Columbia University Business School. Ron serves as chairman of the Investment Committee on the Board of Directors at Winthrop University Hospital.

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CRM Client Review | As of December 2012

Biographies of Investment Professionals Research & Trading

Mimi B. Morris Mimi Morris joined the firm in 2010 and her primary role is a research analyst in CRMs investment group. Prior to CRM, Mimi was a Director at Telsey Advisory Group where she was an equity analyst and consultant. She has additional financial experience from Merrill Lynch, Columbia House Company and Donaldson, Lufkin, and Jenrette. She received a BA from Williams College and an MBA from Columbia Business School. Thaddeus D. Pollock Vice President Thad joined the firm in 2003 and he is a portfolio manager and senior research analyst in CRM's investment group. Prior to CRM, he spent three years as an analyst in Corporate Finance at Lehman Brothers. Thad received a BS from Yale University. Jeffrey B. Reich, MD Vice President Jeff joined CRM in 2007 and he is a portfolio manager and senior research analyst in CRMs investment group. Prior to CRM, Jeff was a portfolio manager/senior analyst and principal at Merlin Bio Med Group. He earned his BA from Binghamton University and his MD from Weill Medical College of Cornell University, where he was also an Assistant Clinical Professor in the Department of Neurology and Neuroscience for 10 years. Robert Chip L. Rewey, III, CFA Senior Vice President Chip joined CRM in 2003 and he is a senior portfolio manager and senior research analyst on our investment team. Before joining CRM, he was a portfolio manager/senior analyst at Sloate, Weisman, Murray & Co., Inc., a boutique money management firm. He received a BA from the Carroll School of Management, Boston College and an MBA from Fuqua School of Business at Duke University. Jonathan Ruch - Vice President Jon joined the firm in 2005 and he is a portfolio manager and senior research analyst in CRM's investment group. Prior to CRM, he spent two years with Morgan Stanley's Venture Capital group and two years as an analyst in the Corporate Finance division at Morgan Stanley. Jon earned a BA in economics from Cornell University. Andrew Singer, CFA Andrew joined the firm in 2009 and his primary role is research analyst in CRMs investment group. Previously, he was an equity analyst at BlackRock; and prior to BlackRock, Andrew was an equity analyst at Evergreen Investments and a senior associate within equity research at Credit Suisse First Boston. He earned a BA from Tufts University and an MBA from F.W. Olin Graduate School of Business at Babson College. Martin Teng, CFA Martin joined the firm in 2006 and his primary role is a research analyst in CRMs investment group. Prior to CRM, he was a research analyst at SG Cowen and Needham & Company. Martin received a BS and MS from the University of Illinois and an MBA from MITs Sloan School of Management.

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CRM Client Review | As of December 2012

Biographies of Investment Professionals Marketing & Client Service

Christopher C. Barnett President Chris is a member of the Executive Committee, responsible for the management and strategic direction of CRM. He is also responsible for all aspects of the firms global marketing and institutional client efforts. Chris joined the firm in 1997, was named Director of Marketing in 2002 and Executive Vice President in 2007. Prior to CRM, he worked at Ark Asset Management as an Associate in the fixed income department. Chris earned a BA in history from the University of Richmond. James D. Brown Assistant Vice President James joined CRM in 2008. His primary role at CRM is in marketing mutual funds and separately managed accounts through Broker-Dealers. For the past thirteen years, Jimmy worked in marketing at Scotsman Capital Management, Lazard Asset Management and J.M. Hartwell. He received a BA in Human and Organizational Development from Vanderbilt University. Serra Sonmez, CFA Senior Vice President Serra joined CRM in 2005 and serves as Director of Client Service. Previously, Serra was a manager of Client Service at Meridian Capital Partners, Inc. Serra also worked at Advent Capital Management, LLC. She received a BBA in finance from the College of William & Mary. Harris Swenson, CFA Vice President Harris joined the firm in 2003 and he is responsible for marketing at CRM. Prior to joining CRM, Harris worked in the commercial real estate group at Cravath, Swain & Moore, LLP. He received a BA in english from the University of North Carolina at Chapel Hill. Addison R. West Vice President Addison joined CRM in 2004. His primary role is focused on intermediary distribution for the firm. Prior to joining CRM, Addison worked for three years in sales and marketing at Pilgrim Baxter & Associates. He received a BA in political science from Amherst College.

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