ADMINISTRATION AGREEMENT
AGREEMENT, made as of July 29, 2004 between COMMONWEALTH CASH
RESERVE FUND, INC., a Virginia corporation (the "Company"), on behalf of the
SNAPSM Fund (the "Fund") 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 ("1940
Act"); and
WHEREAS the Company desires to appoint the Administrator to perform
certain administrative services for the Fund, a series of the Company;
NOW THEREFORE, in consideration of the premises and the mutual convenants
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 Articles of Incorporation, as filed with the Clerk
of the State Corporation Commission of the Commonwealth of Virginia on
December 8, 1986, and all amendments thereto (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");
(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;
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(d) The Fund'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 Fund's Registration Statements on Form N-1A under the
Securities Act of 1933 as amended ("1933 Act") and under the 1940 Act as
filed with the SEC on and all amendments thereto; and
(f) The Fund's most recent Prospectus and Statement of Additional
Information (such Prospectus, and Statement of Additional Information as
presently in effect and all amendments and supplements thereto are herein
called the "Prospectus').
The Company will furnish 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.
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 Fund's 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;
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(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, Fund and/or shares of the Fund under the
securities of "blue-sky" laws of the Commonwealth of Virginia and such
other states in which the shares of the Fund may be offered for sale;
(iv) respond to all inquiries or other communications of
shareholders of the Company and broker-dealers, if any;
(v) oversee all relationships between the Fund and its custodian(s),
including such administrative matters as are applicable to the issuance or
redemption of the Fund's 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 the
Fund, as reflected in the Fund's registration statement under the 1940 Act, or
as amended by the shareholders of the Fund.
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(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.
4. Confidentiality.
Administrator will treat confidentially and as proprietary information of
the Company and the Fund all records and other information relative to the
Company and the Fund 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.
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7. Compensation of the Administrator.
For the services rendered hereunder to the Fund, the Administrator shall
receive no compensation.
8. Duration and Termination.
(a) This Agreement shall become effective as of the date first written
above, and shall, unless terminated as hereinafter provided, continue in effect
for a period of two years. Thereafter, if not terminated, this Agreement shall
continue in effect for successive annual periods, but only so long as such
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 cast in person at a meeting called for the purpose of voting on such
approval.
(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.
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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.,
on behalf of SNAPSM Fund
BY: ________________________________
PFM ASSET MANAGEMENT LLC
BY: _________________________________
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