0001144204-10-053032 Sample Contracts

INVESTMENT AGREEMENT BY AND AMONG FLORIDA EDUCATION INVESTMENT TRUST FUND, PFM FUNDS AND PFM FUND DISTRIBUTORS, INC. Dated as of SEPTEMBER __, 2010
Investment Agreement • October 8th, 2010 • PFM Funds • Virginia

THIS AGREEMENT (the “Agreement”) is made and entered into as of the ______day of September, 2010, by and among Florida Education Investors Trust Fund (the “Fund”), an entity formed pursuant to Section 218.415, Florida Statutes, of the State of Florida, and the Florida Interlocal Cooperation Act of 1969, as amended, Section 163.01, Florida Statutes, and pursuant to a Declaration of Trust, dated as of December 3, 2009 (the “Declaration”), PFM Funds (“PFM Funds”), a Virginia Business Trust, for itself and on behalf of its series known as Prime Series (the “Portfolio”), and PFM Fund Distributors, Inc. (“PFMFD”), a Pennsylvania corporation.

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FIRST AMENDMENT TO TRANSFER AGENT AGREEMENT
Transfer Agent Agreement • October 8th, 2010 • 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 (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 FIRST AMENDMENT TO OPERATING EXPENSE LIMITATION AGREEMENT FOR INDEPENDENT SCHOOLS AND COLLEGES CLASS OF PRIME SERIES
Operating Expense Limitation Agreement • October 8th, 2010 • PFM Funds

First Amendment to Operating Expense Limitation Agreement made this __ day of August, 2010 (the “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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