0001144204-08-040272 Sample Contracts

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • July 16th, 2008 • Commonwealth Cash Reserve Fund Inc • Virginia

THIS TRANSFER AGENT AGREEMENT is made and entered into as of the [29th] day of September, 2008, by and between PFM Funds, a Virginia business trust (the "Trust") with respect to its Prime Series (“Prime Series”) and Government Series (“Government Series”) and each of the classes of the Prime Series identified in Schedule A of this Agreement (each, a "Fund" and collectively, the "Funds") and PFM Asset Management LLC, a Delaware limited liability company (hereinafter referred to as the "Agent").

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DISTRIBUTION AGREEMENT
Distribution Agreement • July 16th, 2008 • Commonwealth Cash Reserve Fund Inc • Virginia

THIS DISTRIBUTION AGREEMENT is made as of this [29th] day of September, 2008, by and between PFM FUNDS, a Virginia business trust (the “Trust”), and PFM FUND DISTRIBUTORS, Inc., a Pennsylvania corporation (the “Distributor”).

ADMINISTRATION AGREEMENT
Administration Agreement • July 16th, 2008 • Commonwealth Cash Reserve Fund Inc • Virginia

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”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 16th, 2008 • Commonwealth Cash Reserve Fund Inc

WHEREAS, Commonwealth Cash Reserve Fund, Inc. (the "Company"), and PFM Asset Management LLC (the "Adviser") are parties to an Investment Advisory Agreement dated May 5, 2003 (the "Agreement") with respect to the CCRF Federal Portfolio (the “Fund”), a separate investment portfolio of the Company;

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