0001144204-09-024208 Sample Contracts

PFM FUNDS OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
Operating Expense Limitation Agreement • May 5th, 2009 • PFM Funds • Virginia

Agreement made this 4th day of May, 2009 (the “Agreement”) 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.

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FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • May 5th, 2009 • PFM Funds

WHEREAS, PFM Funds, a Virginia business trust (the "Trust"), and PFM Fund Distributors, Inc., a Pennsylvania corporation (hereinafter referred to as the “Distributor”) are parties to a Distribution Agreement dated as of September 29, 2008 (the "Agreement") with respect to the Trust’s Prime Series (“Prime Series”) and Government Series (“Government Series”) and each of the share classes of Prime Series identified in Annex A of the Agreement; and

FIRST AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • May 5th, 2009 • PFM Funds

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 September 29, 2008 (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

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