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 December 16, 2009 (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 a certificate of designation creating Florida Education
Shares as a new class of shares of Prime Series, effective June 28, 2010;
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 August 5,
2010:
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
___________________
________________________
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 Shares
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.02
of 1% of average daily net assets
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Prime
Series – Institutional Shares
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.09
of 1% of average daily net assets
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Prime
Series – Independent Schools and
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Colleges
Shares
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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 average daily net assets over $1 billion
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Prime
Series – Florida Education Shares
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0%
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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