EXHIBIT A

Exhibit e(3)

EXHIBIT A

     THIS EXHIBIT A, amended and restated as of October 24, 2006, 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)

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

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

All Cap Value
(Investor Class, Institutional Class and Advisor Class share classes)

PFPC DISTRIBUTORS, INC.
By:		/s/ Xxxxx XxXxxxxxx
Name:		Xxxxx XxXxxxxxx
Title:		VP
CRM MUTUAL FUND TRUST
By:		/s/ Xxxxxx Xxxx
Name:		Xxxxxx Xxxx
Title:		CFO