0001144204-14-064274 Sample Contracts

AMENDED AND RESTATED TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • October 31st, 2014 • PFM Funds • Virginia

THIS TRANSFER AGENT AGREEMENT is made and entered into as of the 16th day of December, 2009 and amended and restated as of the ___ day of _________, 2014, 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 • October 31st, 2014 • PFM Funds • Virginia

AGREEMENT, made and executed on ________ __, 2014, between PFM FUNDS (herein called the “Trust”), and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • October 31st, 2014 • PFM Funds • Virginia

THIS DISTRIBUTION AGREEMENT is made as of this ___ day of ___________ 2014, by and between PFM FUNDS, a Virginia business trust (the “Trust”), and PFM FUND DISTRIBUTORS, INC., a Pennsylvania corporation (the “Distributor”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • October 31st, 2014 • PFM Funds • Virginia

ADMINISTRATION AGREEMENT, made as of December 16, 2009 and amended and restated as of __________ __, 2014, between PFM FUNDS, a Virginia business trust (the “Trust”), and PFM ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Administrator”).

PFM FUNDS FEE LIMITATION AGREEMENT FOR PRIME SERIES
Fee Limitation Agreement • October 31st, 2014 • PFM Funds • Virginia

WHEREAS, PFMAM renders investment advisory services to Prime Series pursuant to the terms and provisions of an Investment Advisory Agreement dated as of July 1, 2014 (the “2014 Advisory Agreement”). PFMAM previously rendered investment advisory services to Prime Series pursuant to the terms and provisions of an Investment Advisory Agreement dated as of July 1, 2009 (the “2009 Advisory Agreement”), including the fee schedule set forth therein (the “2009 Advisory Fee Schedule”); and

CUSTODY AGREEMENT PFM Funds
Custody Agreement • October 31st, 2014 • PFM Funds • Virginia

AGREEMENT, dated as of November __, 2013, between PFM Funds (the “Trust”), a statutory trust organized under the laws of the Commonwealth of Virginia with its principal place of business at Harrisburg, Pennsylvania 17101 and Wells Fargo Bank, N.A. (the “Custodian”), a banking association organized under the laws of the United States of America with a principal place of business at Minneapolis, Minnesota 55479.

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