PFM FUNDS FIRST AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
FIRST
AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT FOR
INDEPENDENT
SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
First
Amendment to Operating Expense Limitation Agreement made this __ day of August,
2010 (the “Amendment”) 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 as of December 16, 2009
(“Advisory Agreement”); and
WHEREAS,
PFMAM renders administrative services to Prime Series pursuant to the terms and
provisions of an Administration Agreement dated as of December 16, 2009
(“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 December 16, 2009
(“Transfer Agent Agreement”); and
WHEREAS,
pursuant to Operating Expense Limitation Agreement, dated as of December 16,
2009 (the “Original Agreement,” and with this Amendment, collectively, the
“Agreement”), PFMAM and the Trust agreed to limit the Independent Schools
Class’s Operating Expenses (as that term is defined in Paragraph 2 of the
Original Agreement); and
WHEREAS,
the Original Agreement, including the Operating Expenses limitation, is
scheduled to expire on December 16, 2010, unless the Board of the Trust and
PFMAM approve an extension of the term of the Original Agreement;
and
WHEREAS,
the Board and PFMAM desire to extend the term of the Original
Agreement.
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. The
Original Agreement is amended by deleting Section 3 in its entirety, and
replacing it with the following new Section 3:
This
Agreement shall become effective as of the date first written above and shall
remain in effect until October 31, 2011, unless sooner terminated as provided in
Paragraph 4 of this Agreement. This Agreement shall continue in
effect following October 31, 2011 only if approved by PFMAM and the
Board.
2. Except
as set forth herein, no other provision of the Original Agreement is modified or
amended, and the Original Agreement, as amended hereby, shall remain in full
force and effect.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and attested by their duly authorized officers, all on the day and year
first above written.
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PFM
Asset Management LLC
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on
behalf of the Independent Schools and
Colleges
Class of Prime Series
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By:
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By:
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Title:
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Title:
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