0001144204-10-040491 Sample Contracts

TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • July 30th, 2010 • PFM Funds • Virginia

THIS TRANSFER AGENT AGREEMENT is made and entered into as of the 16th day of December, 2009, 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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ADVISORY AGREEMENT
Advisory Agreement • July 30th, 2010 • PFM Funds • Virginia

AGREEMENT, made and executed on December 16, 2009, between PFM FUNDS (herein called the “Trust”), and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 30th, 2010 • PFM Funds • Virginia

THIS DISTRIBUTION AGREEMENT is made as of this 16th day of December, 2009, 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 30th, 2010 • PFM Funds • Virginia

ADMINISTRATION AGREEMENT, made as of December 16, 2009, between PFM FUNDS, a Virginia business trust (the “Trust”), and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Administrator”).

PFM FUNDS OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
Operating Expense Limitation Agreement • July 30th, 2010 • PFM Funds • Virginia

Agreement made this 16th day of December, 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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