0001144204-11-038048 Sample Contracts

PFM FUNDS SECOND AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
Operating Expense Limitation Agreement • June 29th, 2011 • PFM Funds

Second Amendment to Operating Expense Limitation Agreement made this 29th day of June, 2011 (the “Second Amendment”) 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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SECOND AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • June 29th, 2011 • 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 December 16, 2009, as amended on August 5, 2010 (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

PFM FUNDS OPERATING EXPENSE LIMITATION AGREEMENT FOR COLORADO INVESTORS CLASS OF PRIME SERIES
Operating Expense Limitation Agreement • June 29th, 2011 • PFM Funds • Virginia

Agreement made this 4th day of May, 2011 (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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