FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
FIRST
AMENDMENT TO
WHEREAS, PFM Funds, a Virginia business
trust (the "Trust"), and PFM Fund Distributors, Inc., a Pennsylvania corporation
(hereinafter referred to as the “Distributor”) are parties to a Distribution
Agreement dated as of September 29, 2008 (the "Agreement") with respect to the
Trust’s Prime Series (“Prime Series”) and Government Series (“Government
Series”) and each of the share classes of Prime Series identified in Annex A of
the Agreement; and
WHEREAS, the Trust's Board of Trustees
(the “Board”) approved the termination of the Cash Management Class of shares of
Prime Series, effective February 27, 2009; and
WHEREAS, the Board approved a
certificate of designation creating the Independent Schools and Colleges Class
of Prime Series, effective May 4, 2009; and
WHEREAS, the Trust and the Distributor
desire to amend the Agreement to reflect these changes and to retain the
Distributor to provide services under the Agreement for all classes of shares of
Prime Series and Government Series, whether now or hereafter
formed;
NOW THEREFORE:
1. Effective as of May 4,
2009, Annex A of the Agreement is amended to provide:
FUNDS
COVERED BY THE AGREEMENT
The
Distributor shall render services under this Agreement with respect to the
following Funds and any classes of shares of the Funds:
Prime
Series
Government
Series
2. Except as set forth
herein, all other provisions of the Agreement shall remain in full force and
effect.
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PFM
FUND DISTRIBUTORS, INC.
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By:
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