AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT, made as of January 27, 2004, as amended March 16, 2006, between
COMMONWEALTH CASH RESERVE FUND, INC., a Virginia corporation (the "Company"),
with respect to the Commonwealth Cash Reserve Fund Portfolio (the "Prime
Portfolio") and the Federal Portfolio (the "Federal Portfolio"), and PFM ASSET
MANAGEMENT LLC, a Delaware limited liability company (the "Administrator").
W - I - T - N - E - S - S - E - T - H:
WHEREAS, the Company is a registered open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS the Company desires to appoint the Administrator to perform
certain administrative services for the Company and for the Prime Portfolio and
the Federal Portfolio (each, a "Fund," and collectively, the "Funds");
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Delivery of Documents. The Company has furnished the Administrator with
copies properly certified or authenticated of each of the following:
(a) The Company's Amended and Restated Articles of Incorporation, as filed
with the Clerk of the State Corporation Commission of the Commonwealth of
Virginia on April 3, 2006, such Articles of Incorporation, as presently in
effect and as it shall from time to time be amended, is herein called the
"Articles of Incorporation;"
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(b) The Company's By-laws, and amendments thereto (such By-laws, as
presently in effect and as they shall from time to time be amended, is herein
called the "By-laws");
(c) Resolutions of the Company's Board of Directors authorizing the
appointment of the Administrator and approving this Agreement;
(d) The Company's Notification of Registration on Form N-8A under the 1940
Act as filed with the Securities and Exchange Commission ("SEC") and all
amendments thereto;
(e) The Company's most recent Registration Statement on Form N-1A under
the Securities Act of 1933, as amended ("1933 Act") and under the 1940 Act as
filed with the SEC, and all amendments thereto (the "Registration Statement");
and
(f) The Funds' most recent Prospectuses and Statements of Additional
Information (such Prospectuses, and Statements of Additional Information as
presently in effect and all amendments and supplements thereto are herein called
the "Prospectuses').
The Company will furnish to the Administrator, from time to time, executed
copies of all amendments and supplements to the foregoing.
In consideration of the mutual promises and agreements herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto as follows:
2. In General. The Administrator agrees, all as more fully set forth
herein, to perform, at its own expense, the functions set forth herein for the
Company.
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3. Duties and Obligations of the Administrator with respect to the
Company.
(a) Subject to the succeeding provisions of this section and subject
to the direction and control of the Board of Directors of the Company, the
Administrator shall provide all administrative services to the Company, other
than those relating to the Funds' investment portfolios and the maintenance of
its accounting books and records. As part of such duties, the Administrator
shall:
(i) provide office space and equipment in connection with the
maintenance of the headquarters of the Company;
(ii) maintain the Company's books and records (other than
accounting books and records), oversee the insurance relationships of the
Company, and prepare (or assist counsel and auditors in the preparation of) for
the Company all required tax returns, proxy statements and reports to the
Company's shareholders and directors and, reports to and other filings with the
Securities and Exchange Commission and any other governmental agency;
(iii) arrange for the preparation, on behalf of the Company,
of such application and reports as may be necessary to register or maintain the
registration of the Company, Funds and/or shares of the Funds under the
securities of "blue-sky" laws of the Commonwealth of Virginia and such other
states in which the shares of the Funds may be offered for sale;
(iv) respond to all inquiries or other communications of
shareholders of the Company and broker-dealers, if any;
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(v) oversee all relationships between the Funds and their
respective custodians, including such administrative matters as are applicable
to the issuance or redemption of the Funds' shares; and
(vi) liaison with the Company's independent public
accountants;
(b) All activities performed by the Administrator under this Section
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the provisions of the 1940 Act and of any rules or regulations
in force thereunder; and (2) any other applicable provisions of law; and (3) the
provisions of the Articles of Incorporation and By-laws of the Company as
amended from time to time; and (4) any policies and determinations of the Board
of Directors of the Company; and (5) fundamental investment policies of each
Fund, as reflected in the Company's Registration Statement, or as amended by the
shareholders of that Fund.
(c) Nothing in this Agreement shall prevent the Administrator or any
officer thereof from acting as investment adviser or manager for any person,
firm or corporation and this Agreement shall not in any way limit or restrict
the Administrator or any of its partners, officers, stockholders or employees
from buying, selling or trading any securities for its own or their own accounts
or for the accounts of others for whom it or they may be acting; provided,
however, that the Administrator expressly represents that it will undertake no
activities which, in its judgment will adversely affect the performance of its
obligations to the Company under this Agreement.
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4. Confidentiality. The Administrator will treat confidentially and as
proprietary information of the Company and the Funds all records and other
information relative to the Company and the Funds and prior, present or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder
(except after prior notification to and approval in writing by the Company,
which approval shall not be unreasonably withheld and may not be withheld and
will be deemed granted where the Administrator may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Company).
5. Services Not Exclusive. The services furnished by the Administrator
hereunder are deemed not to be exclusive, and the Administrator shall be free to
furnish similar services to others so long as its services under this Agreement
are not impaired thereby.
6. Office Space and Facilities. The Administrator agrees that it will, at
its own expense, provide office space and facilities, equipment and personnel
for the performance of its functions hereunder.
7. Compensation of the Administrator. For the services rendered hereunder
with respect to each Fund, the Administrator shall be entitled to, and agrees to
accept as full compensation therefore, compensation in accordance with Schedule
A hereto.
8. Duration and Termination.
(a) This Agreement became effective as of the date above written,
and its implementation is authorized by the Board of Directors of the Company,
provided that all regulatory requirements have been met, and shall, unless
terminated as hereinafter provided, continue in effect for an initial term of
one year and for successive annual periods thereafter, but only so long as each
such annual continuance is specifically approved at least annually by the
Company's Board of Directors, including the vote of a majority of the Directors
who are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of any such party.
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(b) This Agreement may be terminated by the Administrator at any
time without penalty upon giving the Company sixty (60) days' written notice
(which notice may be waived by the Company) and may be terminated by the Company
at any time without penalty upon giving the Administrator sixty (60) days'
written notice (which notice may be waived by the Administrator) provided that
such termination by the Company shall be directed or approved by the vote of a
majority of all of its Directors in office at the time, including a majority of
the Directors who are not interested persons (as defined in the 0000 Xxx) of the
Company.
9. Amendment of this Agreement. No provisions of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
10. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by Virginia law. Unless otherwise expressly stated, all references
herein to the Services to be provided by the Administrator to the "Fund" or the
"Company" shall apply equally to each of the Funds and each of the share classes
thereof.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers and their seals to
be hereunto affixed.
COMMONWEALTH CASH RESERVE FUND, INC.
With respect to the Commonwealth Cash
Reserve Fund Portfolio and the
Federal Portfolio
BY: ________________________________
PFM ASSET MANAGEMENT LLC
BY: _________________________________
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Schedule A
For the services rendered hereunder, the Company will pay the Administrator from
assets belonging to the Company the following fees, subject to the limitation
that compensation shall be payable with respect to services only by the
particular Portfolio and share class to which such services are provided.
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Portfolio Administrative Fee - An Annual
Fee, Computed Daily and Paid
Monthly at an Annual Rate of:
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Prime Portfolio .05 of 1% of average daily net assets
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Federal Portfolio .05 of 1% of average daily net assets
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