ADMINISTRATION AGREEMENT
ADMINISTRATION AGREEMENT, made as of
December 16, 2009, between PFM FUNDS, a Virginia business trust (the “Trust”),
and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company (the
“Administrator”).
WITNESSETH:
WHEREAS, the Trust is registered as an
open-end, diversified, management investment company under the Investment
Company Act of 1940, as amended (“1940 Act”); and
WHEREAS, the Trust is currently
comprised of Prime Series and Government Series, two separate investment
portfolios which are each represented by a separate series of shares of
beneficial interest in the Trust (each, a “Fund” and collectively, the “Funds”);
and
WHEREAS, the Trust desires to appoint
the Administrator to perform certain administrative services for the
Trust.
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 Trust has furnished the Administrator with
copies properly certified or authenticated of each of the
following:
(a) The
Trust’s Articles of Trust, as filed with the Clerk of the State Corporation
Commission of the Commonwealth of Virginia on September 25, 2008, and its
Declaration of Trust, as presently in effect (such Declaration of Trust, as
presently in effect and as it may from time to time be amended, the “Declaration
of Trust”);
(b) The
Trust’s By-laws, as presently in effect (such By-laws, as presently in effect
and as they may from time to time be amended, the “By-laws”);
(c) Resolutions
of the Trust’s Board of Trustees (the “Board”) authorizing the appointment of
the Administrator and approving this Agreement;
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(d) The
Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed
with the Securities and Exchange Commission (“SEC”);
(e) The
Trust’s most recently filed amendment to its Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (“1933 Act”); and
(f) The
current Prospectuses and Statements of Additional Information of the Funds (such
Prospectus and Statement of Additional Information of each Fund, as presently in
effect and all amendments and supplements thereto, a “Prospectus”).
The Trust will furnish the
Administrator, from time to time, with executed copies of all amendments and
supplements to the foregoing.
2. In
General.
The Administrator agrees, all as more
fully set forth herein, to perform the functions set forth herein for the Trust
for compensation as set forth in Section 7 hereof.
3. Duties and Obligations of
the Administrator with respect to the Trust.
(a) Subject
to the succeeding provisions of this section and subject to the direction and
control of the Board, the Administrator shall provide all administrative
services to the Trust, other than those relating to the investment portfolios of
the Funds and the maintenance of the Trust’s 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 Trust;
(ii) maintain
the Trust’s books and records (other than accounting books and records), oversee
the insurance relationships of the Trust, and prepare (or assist counsel and
auditors in such preparation) for the Trust all required tax returns,
registration statements (including amendments thereto), Prospectuses and
supplements, proxy statements and reports to the Trust’s shareholders and
directors, and reports to and other filings with the SEC and any other
governmental agency;
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(iii) arrange
for the preparation, on behalf of the Trust, of such applications and reports as
may be necessary to register or maintain the registration of the Trust, the
Funds and/or shares of the Funds under the securities or “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 Trust and
broker-dealers, if any;
(v) oversee
all relationships between the Trust and its custodian(s), including such
administrative matters as are applicable to the issuance or redemption of the
shares of the Funds; and
(vi) liaison
with the Trust’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;
(2) any other applicable provisions of law; (3) the provisions of the
Declaration of Trust and By-laws; (4) any policies and determinations of the
Board; and (5) fundamental investment policies of the Funds, as reflected in the
Trust's registration statement under the 1940 Act, or as amended by the
shareholders of the Funds.
(c) Nothing
in this Agreement shall prevent the Administrator or any officer or employee
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 Trust under this Agreement.
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4. Confidentiality.
The Administrator will treat
confidentially and as proprietary information of the Trust and the Funds all
records and other information relative to the Trust 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
Trust, 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
Trust).
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 to
the Trust and the Funds, the Administrator shall receive the compensation set
forth in Schedule A attached hereto, which is incorporated herein by
reference.
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 Board, including the vote of a
majority of the Trustees 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 Trust at least sixty (60) days’ written notice (which notice may
be waived by the Trust) and may be terminated by the Trust at any time without
penalty upon giving the Administrator at least sixty (60) days’ written notice
(which notice may be waived by the Administrator); provided that, if termination
is by the Trust, it shall be directed or approved by the vote of a majority of
all of its Trustees in office at the time, including a majority of the Trustees
who are not “interested persons” (as defined in the 0000 Xxx) of the
Trust.
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. Governing
Law. This agreement shall be governed by and its provisions
shall be construed in accordance with the laws of the Commonwealth of Virginia
and the applicable provisions of the 1940 Act. To the extent the
provisions of Virginia law conflict with the 1940 Act, the latter shall
control.
11. 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.
12.
Liability of the
Trust. The obligations of the Trust hereunder shall not be
binding upon the Trustees, shareholders or officers of the Trust personally and
shall be binding only on the assets of the Trust, and the obligations of each
Fund hereunder shall be binding only on the assets of such Fund and shall not
bind the assets of any other Fund.
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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.
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BY:
________________________________
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PFM
ASSET MANAGEMENT LLC
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BY:
_________________________________
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Schedule
A
For the
services rendered hereunder, the Administrator shall be entitled to receive the
following fees from the Funds:
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Fund
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Applicable Annual Rate
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Prime
Series
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.01
of 1% of average daily net assets
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Government
Series
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.01
of 1% of average daily net
assets
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Such fees
shall be computed daily and paid monthly.
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