Exhibit (d)(2)

THE COMMUNITY REINVESTMENT ACT

QUALIFIED INVESTMENT FUND

Amendment No. 1 to Investment Management Agreement

This Amendment No. 1 to Investment Management Agreement (the “Amendment”) dated as of _________, 2007, by and between The Community Reinvestment Act Qualified Investment Fund, a Delaware business trust (the “Trust”), and CRAFund Advisors, Inc., a Delaware corporation (the “Manager”).

The parties hereto, intending to be legally bound, hereby agree as follows:

1.Compensation. Schedule A to the Investment Management Agreement dated as of June 1, 1999 between the Trust and the Manager (the “Management Agreement”) is hereby amended and restated in its entirety to read as set forth in Exhibit “A” attached to this Amendment.

2.Definitions. Unless otherwise defined herein, all capitalized terms used in this Amendment shall have their respective defined meanings ascribed to them in the Investment Management Agreement.

3.Miscellaneous. Except to the extent expressly amended by this Amendment, the Management Agreement shall remain unchanged and in full force and effect. References therein to “this Agreement,” “hereby,” “herein,” and the like shall be deemed to refer to the Management Agreement, as amended by this Amendment. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

THE COMMUNITY REINVESTMENT ACT

QUALIFIED INVESTMENT FUND

By: _______________________

Name: _____________________

Title: ______________________

CRAFUND ADVISORS, INC.

By: _______________________

Name: _____________________

Title: ______________________

Exhibit “A”

AMENDED AND RESTATED

SCHEDULE A

DATED ___________, 2007

TO THE

INVESTMENT MANAGEMENT AGREEMENT

BETWEEN

THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND

AND

CRAFUND ADVISORS, INC.

DATED AS OF JUNE 1, 1999

NAME OF FUND	COMPENSATION*	DATE
The Community Reinvestment Act Qualified Investment Fund	Annual rate of 0.40% of such Fund’s average net assets	____________, 2007

*All fees are computed daily and paid monthly.

CRAFUND ADVISORS, INC.	THE COMMUNITY REINVESTMENT ACT QUALIFIED INVESTMENT FUND
By:___________________________	By:___________________________
Name:_________________________	Name:_________________________
Title:__________________________	Title:__________________________