ADMINISTRATION AGREEMENT
ADMINISTRATION
AGREEMENT, made as of September [29], 2008, 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 __________, 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;
1
(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.
In
consideration of the mutual promises and agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
it
is hereby agreed by and between the parties hereto as follows:
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;
2
(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.
3
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.
4
(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.
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.
5
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.
PFM
FUNDS
BY:
________________________________
PFM
ASSET
MANAGEMENT LLC
BY:
_________________________________
6
Schedule
A
For
the
services rendered hereunder, the Administrator shall be entitled to receive
the
following fees from the Funds:
| Fund | Applicable Annual Rate |
| Prime Series | .01 of 1% of average daily net assets |
| Government Series | .01 of 1% of average daily net assets |
Such
fees
shall be computed daily and paid monthly.
7
