FIRST AMENDMENT TO TRANSFER AGENT AGREEMENT
FIRST
AMENDMENT TO
WHEREAS, PFM Funds, a Virginia business
trust (the "Trust"), and PFM Asset Management LLC, a Delaware limited
liability company (hereinafter referred to as the “Agent”) are parties to a
Transfer Agent 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 classes of Prime Series identified in
Schedule A of the Agreement (each, a “Fund” and collectively, the “Funds”);
and
WHEREAS, the Trust's Board of Trustees
(the “Board”) approved the termination of the Cash Management Class 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 Agent desire
to amend the Agreement to reflect the foregoing;
NOW THEREFORE, the Trust and the Agent
hereby amend the Agreement as follows, effective as of May 4, 2009:
1. Schedule A of the
Agreement is hereby replaced in its entirety with the Schedule A attached
hereto.
2. The obligations of the
Trust under the Agreement, as amended, shall not be binding upon the members of
the Board, shareholders or officers of the Trust personally, and such
obligations shall be binding only on the assets of the Funds and series listed
on Schedule A, as described in the Agreement.
3. Except as set forth
herein, no other provision of the Agreement is modified or amended, and the
Agreement, as amended hereby, shall remain in full force and
effect.
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By:
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Title:
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Date:
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PFM
ASSET MANAGEMENT LLC
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By:
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Title:
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Date:
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Schedule
A To
Between
PFM Funds and PFM Asset Management LLC
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The
Agreement shall apply to the following Funds, and as full compensation for the
services and facilities furnished to the Trust and the expenses assumed by the
Agent under this Agreement, each Fund shall pay to the Agent monthly
compensation calculated daily at the following annual rates:
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Fund
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Applicable Rate
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Prime
Series – SNAP® Fund Class
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.02
of 1% of average daily net assets
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Prime
Series – Institutional Class
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.09
of 1% of average daily net assets
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Prime
Series – IllinoisPrimeSM Class
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.14
of 1% of average daily net assets
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Government
Series
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.09
of 1% of average daily net assets
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Prime
Series – Independent Schools Class
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.17
of 1% of the first $100 million of average daily net
assets
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.16
of 1% of the next $100 million of average daily net
assets
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.15
of 1% of the next $100 million of average daily net
assets
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.14
of 1% of the next $100 million of average daily net
assets
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.13
of 1% of the next $100 million of average daily net
assets
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.12
of 1% of the next $100 million of average daily net
assets
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.11
of 1% of the next $100 million of average daily net
assets
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.10
of 1% of the next $100 million of average daily net
assets
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.09
of 1% of the next $100 million of average daily net
assets
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.08
of 1% of the next $100 million of average daily net
assets
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.07
of 1% of the net assets over $1 billion
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