EXHIBIT A

Exhibit e(2)

EXHIBIT A

     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.

SERIES

Small Cap Value
(Investor Class and Institutional Class share classes)

Mid Cap Value
(Investor Class and Institutional Class share classes)

Large Cap Value
(Investor Class and Institutional Class share classes)

Small/Mid Cap Value
(Investor Class and Institutional Class share classes)

Mid/Large Cap Value
(Investor Class and Institutional Class share classes)

PFPC DISTRIBUTORS, INC.
By: Name:		/s/ Xxxxx XxXxxxxxx Xxxxx XxXxxxxxx
Title:		Vice President
CRM MUTUAL FUND TRUST
By: Name:		/s/ Xxxxxx Xxxx Xxxxxx Xxxx
Title:		Chief Financial Officer