PFM FUNDS OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
INDEPENDENT
SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
Agreement
made this 4th day of
May, 2009 (the “Agreement”) by and between PFM Funds, a business trust organized
under the laws of the Commonwealth of Virginia (the “Trust”), on behalf of Prime
Series, a series of the Trust, and PFM Asset Management LLC (“PFMAM”), a
Delaware limited liability company.
WITNESSETH:
WHEREAS,
PFMAM renders investment advisory services to Prime Series pursuant to the terms
and provisions of an Investment Advisory Agreement dated July 29, 2004 and
amended as of September 29, 2008 (“Advisory Agreement”); and
WHEREAS,
PFMAM renders administrative services to Prime Series pursuant to the terms and
provisions of an Administration Agreement dated as of September 29, 2008
(“Administration Agreement”); and
WHEREAS,
PFMAM renders transfer agent services to the Independent Schools and Colleges
Class of Prime Series (“Independent Schools Class”) pursuant to the terms and
provisions of a Transfer Agency Agreement dated as of September 29, 2008 and
amended as of May 4, 2009 (“Transfer Agent Agreement”); and
WHEREAS,
PFMAM desires to limit the Independent Schools Class’s Operating Expenses (as
that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and
provisions of this Agreement, and the Trust (on behalf of the Independent
Schools Class) desires to allow PFMAM to establish and implement those
limits;
NOW
THEREFORE, in consideration of the covenants and the mutual promises hereinafter
set forth, the parties, intending to be legally bound hereby, mutually agree as
follows:
1. LIMIT
ON OPERATING EXPENSES. PFMAM hereby agrees to waive fees payable to it by, or to
absorb expenses of, the Independent Schools Class, and if necessary fees and
expenses of Prime Series, as may be necessary to limit the Operating Expenses of
the Independent Schools Class to an annual rate of 0.26% of the average daily net
assets of the Independent Schools Class. Such limit shall not be
applied to any expenses determined by the Trust’s Board of Trustees (“Board”) to
be extraordinary expenses not subject to this limitation.
2.
DEFINITION. For purposes of this Agreement, the term "Operating Expenses" with
respect to the Independent Schools Class is defined to include all expenses
necessary or appropriate for the operation of the Independent Schools Class,
including PFMAM's fees under the Advisory Agreement, the Administration
Agreement and the Transfer Agent Agreement, and any fee payable under a Rule
12b-1 Plan or related agreement, but does not include any front-end or
contingent deferred loads, taxes, leverage interest, brokerage commissions,
expenses incurred in connection with any merger or reorganization, or
extraordinary expenses such as litigation expenses.
3. TERM.
This Agreement shall become effective as of the date first written above and
shall remain in effect for a period of not less than one year, unless sooner
terminated as provided in Paragraph 4 of this Agreement. This
Agreement shall continue in effect following its first anniversary only if
approved by PFMAM and the Board.
4.
TERMINATION. This Agreement may not be terminated by PFMAM without
the consent of the Board but will automatically terminate upon the termination
of the Advisory Agreement. This Agreement may be terminated at any
time, and without payment of any penalty, by the Board.
5.
ASSIGNMENT. This Agreement and all rights and obligations hereunder may not be
assigned without the written consent of the other party.
6.
SEVERABILITY. If any provision of this Agreement shall be held or made invalid
by a court decision, statute or rule, or shall be otherwise rendered invalid,
the remainder of this Agreement shall not be affected thereby.
7.
GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia without giving effect to the
conflict of laws principles thereof; provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940, as amended and the
Investment Advisers Act of 1940, as amended and any rules and regulations
promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested by their duly authorized officers, all on the day and year
first above written.
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on
behalf of the Independent Schools and
Colleges
Class of Prime Series
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PFM
Asset Management LLC
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By:
___________________________
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By:
________________________
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Title:
________________________
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Title:
___________________________
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