AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT
TO
WHEREAS,
Commonwealth Cash Reserve Fund, Inc. (the "Company"), and PFM Asset Management
LLC (the "Adviser") are parties to an Investment Advisory Agreement dated July
29, 2004 (the "Agreement") with respect to the SNAP® Fund (the “Fund”), a
separate investment portfolio of the Company;
WHEREAS,
at a meeting held on July 3, 2008, the Company's Board of Directors, including
a
majority of the Directors who are not "interested persons," as defined by the
Investment Company Act of 1940, of the Company, approved: (i) a reduction in
the
fees to be paid by the Fund to the Adviser under the Agreement; (ii) the
conversion of the form of organization of the Company (the "Conversion") from
a
Virginia corporation to a Virginia business trust named "PFM Funds" (the
"Trust"), and in connection therewith approved a change in the name of the
Fund
to "Prime Series," effective upon the Conversion; and (iii) the acquisition
by
the Fund of the assets of two of the investment portfolios comprising Cadre
Institutional Investors Trust (the "Acquisition"); and
WHEREAS,
the Company and the Adviser desire to amend the Agreement to reflect the
foregoing matters;
NOW
THEREFORE, the Company and the Adviser hereby amend the Agreement as follows,
effective as of September [ ], 2008:
1.
The
2nd
paragraph of Section 6 of the Agreement is replaced in its entirety with the
Schedule A attached hereto.
2.
All
references in the Agreement to Commonwealth Cash Reserve Fund, Inc. or to the
Company shall be deemed to refer to the Trust, and all references in the
Agreement to the Fund shall be deemed to refer to "Prime Series," a separate
investment portfolio of PFM Funds represented by a separate series of shares
of
beneficial interest in the Trust.
3.
It is
expressly agreed that the obligations of the Trust hereunder shall not be
binding upon the Trustees, shareholders or officers of the Trust personally,
and
that such obligations shall be binding only on the assets of the Fund and shall
not be binding on the assets of any other series of the Trust.
4.
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.
COMMONWEALTH
CASH RESERVE FUND, INC.
By:
____________________________
Title:
Date:
PFM
ASSET
MANAGEMENT LLC
By:
_____________________________
Title:
Date:
Schedule
A To
Between
Commonwealth Cash Reserve Fund, Inc. and PFM Asset Management LLC
For
the
services provided and the expenses assumed with respect to the Fund pursuant
to
this Agreement, the Company will pay the Adviser from the assets belonging
to
the Fund and the Adviser will accept as full compensation therefor a fee,
computed daily and paid monthly at the annual rates of .07 of 1% of the first
$1
billion of average daily net assets of the Fund, .05 of 1% of the next $2
billion of average daily net assets of the Fund and .04 of 1% of the average
daily net assets of the Fund over $3 billion.
