AMENDED AND RESTATED TRANSFER AGENCY AGREEMENT
THIS AGREEMENT made as of January 27, 2004, as amended March 16, 2006,
between COMMONWEALTH CASH RESERVE FUND, INC., a Virginia corporation (the
"Company"), with respect to the Commonwealth Cash Reserve Fund Portfolio (the
"Prime Portfolio") and the Federal Portfolio (the "Federal Portfolio") and each
of their classes, and PFM ASSET MANAGEMENT LLC, a Delaware limited liability
company (the "Transfer Agent").
W - I - T - N - E - S - S - E - T - H:
WHEREAS, the Company is a registered open-end, diversified, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Company is authorized to issue Institutional Class shares and
IllinoisPrime Shares of the Prime Portfolio; and
WHEREAS, the Company is authorized to issue Institutional Class shares of
the Federal Portfolio (each class of shares of the Prime Portfolio and the
Federal Portfolio, a "Fund," and collectively, the "Funds"); and
WHEREAS, the Company desires to retain the Transfer Agent to serve as the
transfer agent, registrar and dividend dispersing agent for each Fund, and the
Transfer Agent is willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints the Transfer Agent to serve as
the transfer agent, registrar and dividend disbursing agent for the Funds for
the periods and times set forth in this Agreement. The Transfer Agent accepts
such appointment and agrees to furnish the services herein set forth in return
for the compensation as provided for in section 17 of this Agreement.
2. Delivery of Documents. The Company has furnished to the Transfer Agent
with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Board of Directors of the Company
authorizing the execution of this Agreement;
(b) Appendix A identifying and containing the signatures of the
Company's officers and other persons authorized to sign
Written Instructions and give Oral Instructions, each as
hereinafter defined, on behalf of the Company.
(c) A copy of the Company's Amended and Restated Articles of
Incorporation filed with the Secretary of the State
Corporation Commission of the Commonwealth of Virginia on
April 3, 2006, as presently in effect, and as they shall from
time to time be amended (the "Articles of Incorporation");
(d) The Company's By-laws and all amendments thereto, as presently
in effect and as they shall from time to time be amended (the
"By-laws");
(e) Resolutions of the Company's Board of Directors approving each
Advisory Agreement between the Company, on behalf of each
Portfolio, and the Transfer Agent;
(f) Resolutions of the Company's Board of Directors approving the
Plan of Distribution and the Distribution Agreement between
the Company and PFM Fund Distributors, Inc. (the
"Distributor");
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(g) Resolutions of the Company's Board of Directors approving the
Amended and Restated Administration Agreement between the
Company and the Transfer Agent, with respect to the Prime
Portfolio and the Federal Portfolio;
(h) The Company's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A as filed with the
Securities and Exchange Commission (the "SEC") and all
amendments thereto;
(i) The Company's most recent Registration Statement on Form N-1A
under the Securities Act of 1933, as amended (the "1933 Act")
and under the 1940 Act as filed with the SEC, and all
amendments thereto; and
(j) The Funds' most recent Prospectuses and Statements of
Additional Information relating (such prospectuses and
statements of additional information, as presently in effect
and all amendments and supplements thereto are herein called
the "Prospectuses"). (k) The most recent Anti-Money Laundering
Policy of the Company, including a description of the Customer
Identification Program. The Company will furnish to the
Transfer Agent from time to time copies, properly certified or
authenticated, of all amendments of or supplements to the
foregoing, if any.
The Company will furnish to the Transfer Agent, from time to time,
executed copies of all amendments and supplements to the foregoing.
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3. Definitions.
(a) "Authorized Person" As used in this Agreement, the term
"Authorized Person" means an officer of the Company or other
person duly authorized by the Board of Directors of the
Company to give Oral or Written Instructions, as such terms
are defined below, on behalf of the Company and Funds and
listed on the Certificate annexed hereto as Appendix A or any
amendment thereto as may be received by the Transfer Agent
from time to time.
(b) "Oral Instructions" As used in this Agreement, the term "Oral
Instructions" means verbal instruction actually received by
the Transfer Agent from an Authorized Person or from a person
reasonably believed by the Transfer Agent to be an Authorized
Person.
(c) "Shares" As used in this agreement, the term "Shares" means
shares of common stock, no par value, of the Prime Portfolio
and/or the Federal Portfolio.
(d) "Shareholder" As used in this Agreement, the term
"Shareholder" means a holder of shares of the Company.
(e) "Written Instructions" As used in this Agreement the term
"Written Instructions" means written instructions delivered by
hand, mail, tested telegram, cable, telex or facsimile sending
device, and received by the Transfer Agent and signed by an
Authorized Person unless the Board of Directors of the Company
specifies otherwise pursuant to a resolution furnished to the
Transfer Agent pursuant to Section 2(a) hereof.
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4. Instructions Consistent with Articles, etc.
(a) Unless otherwise provided in this Agreement, the Transfer
Agent shall act only upon Oral or Written Instructions.
Although the Transfer Agent may take cognizance of the
provisions of the Articles of Incorporation and By-laws of the
Company, the Transfer Agent may assume that Oral or Written
Instructions received hereunder are not inconsistent with any
provisions of such Articles of Incorporation or By-laws or any
vote, resolution or proceeding of the Shareholders, of the
Board of Directors, or any committee thereof.
(b) The Transfer Agent shall be entitled to rely upon Oral or
Written Instructions actually received by the Transfer Agent
pursuant to this Agreement. The Company agrees to forward to
the Transfer Agent Written Instructions confirming Oral
Instructions in such a manner that the Written Instructions
are received by the Transfer Agent, whether by hand delivery,
telex, facsimile sending device or otherwise, as promptly as
practicable after Oral Instructions are given to the Transfer
Agent. The Company agrees that the fact that such confirming
Written Instructions are not received by the Transfer Agent
shall in no way affect the validity of the transactions
authorized by the Company by giving Oral Instructions. The
Company agrees that the Transfer Agent shall incur no
liability to the Company in acting upon Oral Instructions
given to the Transfer Agent hereunder concerning such
transactions provided such instructions reasonably appear to
have been received from an Authorized Person.
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5. Transactions Not Requiring Instructions.
(a) In the absence of contrary Written Instructions, the Transfer
Agent is authorized to take the following actions:
(i) issuance, transfer and redemption of Shares in the
manner described in the Prospectus for each Fund and in
conformity with the rules and regulations of the SEC and
the laws of the Commonwealth of Virginia;
(ii) opening, maintenance, servicing and closing of accounts
of Shareholders or prospective Shareholders;
(iii) acting as agent of the Company in connection with
accounts, upon the terms and subject to the conditions
contained in the application relating to the account;
(iv) causing the reinvestment in Shareholders' accounts of
dividends and distributions declared upon Shares in each
Fund;
(v) processing redemptions;
(vi) examining and approving legal transfers;
(vii) furnishing to Shareholders confirmations of transactions
relating to their Shares in each Fund;
(viii) preparing and mailing to the Internal Revenue Service
and all payees all information returns and payee
statements required under the Internal Revenue Code of
1986, as amended (the "Code") in respect to each Fund's
dividends and distributions and taking all other
necessary action in connection with the dividend
withholding requirements of the Code;
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(ix) mailing to Shareholders confirmations of purchases and
redemptions, monthly statements, annual and semiannual
reports prepared on behalf of the Company and Funds,
and, if so requested by the Company, mailing new
Prospectuses upon their issue to Shareholders;
(x) preparation and sending such other information from the
Company and Fund's records held by the Transfer Agent as
may be reasonably requested by the Company;
(xi) maintaining such books and records relating to
transactions effected by the Transfer Agent as are
required by the 1940 Act, or by any other applicable
provision of law, to be maintained by the Company or its
transfer agent with respect to such transactions, and
preserving, or causing to be preserved, any books and
records for such periods as may be required by any law,
rule or regulation.
(b) The Transfer Agent agrees to act as proxy agent in connection
with the holding of annual or special meetings of
Shareholders, mailing to such Shareholders notices, proxies,
and proxy statements in connection with the holding of such
meetings (all of such writings to be prepared by the Company
at the Company's cost), receiving and tabulating votes cast by
proxy and communicating to the Company the results of such
tabulation accompanied by appropriate certificates, and
preparing and furnishing to the Company certified lists of
Shareholders as of such date, and in such form and containing
such information as may be required by the Company or the
Funds to comply with any applicable provisions of the law or
the Articles and By-laws relating to such meetings.
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(c) The Transfer Agent agrees to furnish to the Company such
information and at such intervals as is necessary for the
Company and the Funds to comply with the registration
requirements and/or reporting requirements of the SEC, Blue
Sky Authorities or other regulatory agencies. The Transfer
Agent will, in addition to the services herein itemized,
perform and do all other acts and services that are
customarily performed and done by other transfer agents,
dividend disbursing agents, and shareholder servicing agents
of open-end mutual funds of the "money market fund" type.
(d) The Transfer Agent agrees to provide to the Company upon
request such information as may reasonably be required to
enable the Company to reconcile the number of outstanding
Shares of the Funds between its records and the account books
of the Funds.
(e) The Transfer Agent agrees to provide certain additional
services to eligible Shareholders of the IllinoisPrime Shares
of the Prime Portfolio. Such additional services consist of
consulting on the investment of bond proceeds, including
collecting and coordinating with the Illinois Finance
Authority of information on bond issue structure and flow of
funds and bond fund draw-downs, and collecting and maintaining
investment records in a manner that facilitates arbitrage
rebate compliance.
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6. Authorized Shares. Shall be the number of shares authorized for each
Fund by the Articles of Incorporation as may be amended from time to time.
7. Dividends and Distributions. The Company shall furnish the Transfer
Agent with appropriate evidence of action by the Company's Board of Directors
authorizing the daily declaration of dividends and distributions in respect of
Shares in each Fund as described in the Prospectuses. After deducting any amount
required to be withheld by any applicable tax laws, rules and regulations, the
Transfer Agent shall, as agent of each Shareholder and in accordance with the
instructions in proper form from a Shareholder and the provisions of the
Company's Articles and the Prospectus, invest such dividends and distributions
in Shares in the manner described in the Prospectuses of each Fund or if the
Shareholder so elects and if the Company and the Transfer Agent should agree to
permit such option, pay them in cash. The Transfer Agent shall prepare, file
with the Internal Revenue Service, and address and mail to Shareholders such
returns and information relating to dividends and distributions paid by each
Fund as are required to be so prepared, filed and mailed by applicable laws,
rules and regulations, or such substitute form of notice as may from time to
time be permitted or required by the Internal Revenue Service. On behalf of the
Company, the Transfer Agent shall withhold and pay on a timely basis to the
appropriate federal authorities any taxes required by applicable Federal tax
laws to be withheld on dividends and distributions paid by the Funds.
8. Communications with Shareholders.
(a) Communications to Shareholders. Upon request of the Company
the Transfer Agent will address and mail all communications by
the Company to Fund Shareholders, including reports to
Shareholders, dividend and distribution notices and proxy
material for the meetings of Shareholders. The Transfer Agent
will receive and tabulate the proxy cards for the meetings of
Shareholders.
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(b) Correspondence. The Transfer Agent will answer such
correspondence received by it from Shareholders and others
relating to its duties hereunder and such other correspondence
as may from time to time be mutually agreed upon between the
Transfer Agent and the Company.
9. Records. The Transfer Agent shall keep the following records for each
Fund:
(a) accounts for each Shareholder showing the following
information:
(i) name, address and United States Tax Identification or
Social Security Number;
(ii) number of Shares held for which certificates, if any,
have been issued, including certificate numbers and
denominations;
(iii) historical information regarding the account of each
Shareholder, including dividends and distributions paid
and the date and price of all transactions on each
Shareholder's account;
(iv) any stop or restraining order placed against a
Shareholder's account;
(v) any correspondence relating to the current maintenance
of a Shareholder's account;
(vi) any information required in order for the Transfer Agent
to perform any calculations contemplated or required by
this Agreement.
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(b) Sub-Accounts for each Shareholder requesting such services in
connection with Shares held by such Shareholder for separate
accounts containing the same information for each sub-account
as required by sub-section (a) above.
(c) The books and records pertaining to the Company which are in
the possession of the Transfer Agent shall be the property of
the Company. Such books and records shall be prepared and
maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. The Company, or the
Company's authorized representatives, shall have access to
such books and records at all times during the Transfer
Agent's normal business hours. Upon the reasonable request of
the Company, copies of any such books and records shall be
provided by the Transfer Agent to the Company or the Company's
authorized representatives at the Company's expense.
10. Reports. The Transfer Agent shall furnish to the Company such periodic
and special reports and such other information, including Shareholder lists and
statistical information concerning accounts as may be agreed upon from time to
time between the Company and the Transfer Agent.
11. Cooperation with Independent Registered Public Accounting Firm. The
Transfer Agent shall cooperate with the Company's independent registered public
accounting firm and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information is
made available to such accounting firm for the expression of their unqualified
opinion, including but not limited to the opinion included in the Company's
annual report to Shareholders.
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12. Confidentiality. The Transfer Agent will treat confidentially and as
proprietary information of the Company all records and other information
relative to the Company and prior, present or potential Shareholders, and will
not use such records and information for any purpose other than performance of
its responsibilities and duties hereunder (except after prior notification to
and approval in writing by the Company, which approval shall not be unreasonably
withheld and may not be withheld and will be deemed granted where the Transfer
Agent may be exposed to civil or criminal contempt proceedings for failure to
comply, when requested to divulge such information by duly constituted
authorities, or when so requested by the Company).
13. Services Not Exclusive. The services furnished by the Transfer Agent
hereunder are deemed not to be exclusive, and the Transfer Agent shall be free
to furnish similar services to others so long as its services under this
Agreement are not impaired thereby.
14. Equipment Failures. In the event of equipment failures beyond the
Transfer Agent's control, the Transfer Agent shall, at no additional expense to
the Company, take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto. The foregoing obligation shall not
extend to computer terminals located outside of the premises maintained by the
Transfer Agent. The Transfer Agent shall enter into and shall maintain in effect
one or more agreements with appropriate parties making reasonable provision for
emergency use of electronic data processing equipment to the extent that
appropriate equipment is available.
15. Rights to Receive Advice.
(a) Advice of Company. If the Transfer Agent shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive from
the Company, directions or advice, including Oral or Written Instructions where
appropriate.
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(b) Advice of Counsel. If the Transfer Agent shall be in doubt as to
any question of law involved in any action to be taken or omitted by the
Transfer Agent, it may request advice at its own cost from counsel of its own
choosing (who may be counsel for the Transfer Agent, or any of its affiliated
entities or any service provider of the Funds, at the option of the Transfer
Agent).
(c) Conflicting Advice. In case of conflict between directions,
advice or Oral or Written Instructions received by the Transfer Agent pursuant
to sub-section (a) of this section and advice received by the Transfer Agent
pursuant to sub-section (b) of this section, the Transfer Agent shall be
entitled to rely on and follow the advice received pursuant to sub-section (b)
of this section.
(d) Protection of the Transfer Agent. The Transfer Agent shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instruction received pursuant to
sub-sections (a) or (b) of this section and which the Transfer Agent, after
receipt of any such directions, advice or Oral or Written Instructions, believes
in good faith to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this sub-section shall be
construed as imposing upon the Transfer Agent any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in accordance
with such directions, advice or Oral or Written Instructions when received,
unless, under the terms of another provision of this Agreement, the same is a
condition to the Transfer Agent 's properly taking or omitting to take such
action. Nothing in this sub-section shall excuse the Transfer Agent when an
action or omission on the part of the Transfer Agent constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard by the Transfer
Agent of any duties, obligations or responsibilities not expressly provided for
in this Agreement or results from the Transfer Agent's negligent failure to
perform its duties expressly provided for in this Agreement or otherwise agreed
to in writing by the Transfer Agent.
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16. Compliance with Governmental Rules and Regulations. The Company
assumes full responsibility for insuring that the contents of each Prospectus
and Statement of Additional Information complies with all applicable
requirements of the 1933 Act, the 1940 Act, and any laws, rules and regulations
of governmental authorities having jurisdiction.
17. Compensation. For the services rendered hereunder with respect to each
Fund, the Transfer Agent shall be entitled to, and agrees to accept as full
compensation therefore, compensation as set forth below:
(a) Prime Portfolio - Institutional Class shares. Reimbursement for
out-of-pocket expenses attributable to the performance of its duties under this
Agreement and such compensation as the parties may from time to time agree in
writing;
(b) Prime Portfolio - IllinoisPrime Shares. A fee equal to 0.05% of
the average daily net assets of the IllinoisPrime Shares. This fee shall be
computed daily and paid monthly.
(c) Federal Portfolio - Institutional Shares. Reimbursement for
out-of-pocket expenses attributable to the performance of its duties under this
Agreement and such compensation as the parties may from time to time agree in
writing.
18. Indemnification.
(a). The Company agrees to indemnify and hold harmless the Transfer
Agent and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities under
the 1933 Act, the Securities and Exchange Act of 1934, the 1940 Act, and
any state and foreign blue sky laws, all as to be amended from time to
time) and expenses, including, without limitation, attorney's fees and
disbursements, arising directly or indirectly from any action or thing
which the Transfer Agent takes or does or omits to take or do (i) at the
request or on the direction of or in reliance on the advice of the
Company, or (ii) upon Oral or Written Instructions, provided that neither
the Transfer Agent nor any of its nominees shall be indemnified against
any liability to the Company or to its Shareholders (or any expenses
incident to such liability) arising out of (x) the Transfer Agent or such
nominee's willful misfeasance, bad faith or gross negligence or reckless
disregard of its duties in connection with the performance of any duties,
obligations or responsibilities not expressly provided for in this
Agreement, or (y) the Transfer Agent or such nominee's own negligent
failure to perform its duties expressly provided for in this Agreement or
otherwise agreed to by the Transfer Agent in writing.
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(b). In the event that the Transfer Agent seeks indemnification
under this provision with respect to any action taken (or not taken) in
connection with the provision of services, the Transfer Agent agrees that
the Company will be obligated to satisfy any obligation that it may have
under such indemnification provision only out of the assets of the Fund
with respect to which the action taken (or not taken) by the Transfer
Agent related.
19. Responsibility of the Transfer Agent. The Transfer Agent shall be
under no duty to take any action on behalf of the Company or the Funds except as
specifically set forth herein or as may be specifically agreed by the Transfer
Agent in writing. In the performance of its duties hereunder, the Transfer Agent
shall be obligated to exercise care and diligence and to act in good faith and
to use its best efforts within reasonable limits to insure the accuracy and
completeness of all services performed under this Agreement. The Transfer Agent
shall be responsible for its own negligent failure to perform its duties under
this Agreement, but to the extent that duties, obligations and responsibilities
are not expressly set forth in this Agreement, the Transfer Agent shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or gross negligence on the part of the Transfer Agent or reckless
disregard of such duties, obligations and responsibilities. Without limiting the
generality of the foregoing or of any other provision of this Agreement, the
Transfer Agent, in connection with its duties under this Agreement shall not be
under any duty or obligation to inquire into and shall not be liable for or in
respect of (a) the validity or invalidity or authority or lack or authority of
any Oral or Written Instructions, notice or other instrument which conforms to
the applicable requirements of this Agreement, if any, and which the Transfer
Agent reasonably believes to be genuine, or (b) delays or errors or loss of data
occurring by reason or circumstances beyond the Transfer Agent's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in section 13),
flood or catastrophe, acts of God, insurrection, war, riots or failure of the
mails, transportation, communication or power supply.
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20. Anti-Money Laundering. The Transfer Agent will annually certify to the
Company that it has implemented an anti-money laundering program and that, in
connection with such program, the Transfer Agent will perform the specific
requirements of the Company's Customer Identification Program.
21. Release. The Transfer Agent understands that the obligations of this
Agreement are not binding upon any Shareholder of the Company personally, but
bind only the Company's property.
22. Duration and Termination.
(a) This Agreement became effective as of the date above written, and
its implementation is authorized by the Board of Directors of the Company,
provided that all regulatory requirements have been met, and shall, unless
terminated as hereinafter provided, continue in effect for an initial term of
one year and for successive annual periods thereafter, but only so long as each
such annual continuance is specifically approved by the Company's Board of
Directors, including the vote of a majority of the Directors who are not parties
to this Agreement or "interested persons" (as defined in the 0000 Xxx) of any
such party.
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(b) This Agreement may be terminated by the Transfer Agent at any
time without penalty upon giving the Company sixty (60) days' written notice
(which notice may be waived by the Company) and may be terminated by the Company
at any time without penalty upon giving the Transfer Agent sixty (60) days'
written notice (which notice may be waived by the Transfer Agent).
23. Notices. All notices and other communications, including Written
Instructions (collectively referred to as "Notice" or Notices" in this section),
hereunder shall be in writing or by confirming telegram, cable, telex or
facsimile sending device, or reliable courier. Notices shall be addressed (a) if
to the Transfer Agent at the Transfer Agent's address, (b) if to the Company, at
the address of the Company; or (c) if to neither of the foregoing, at such other
address as shall have been notified to the sender of any such Notice or other
communication. If the location of the sender of a Notice and the address of the
addressee thereof are, at the time of the sending, more than 100 miles apart,
the Notice may be sent by first class mail, in which case it shall be deemed to
have been given 5 days after it is sent, or if sent by confirming telegram,
cable, telex or facsimile sending device, it shall be deemed to have been given
immediately, and if the location of the sender of a Notice and the addressee
are, at the time of sending, not more than 100 miles apart, the Notice may be
sent by first class mail, in which case it shall be deemed to have been given
three days after it is sent, or if sent by messenger, it shall be deemed to have
been given on the day it is delivered, or if sent by confirming telegram, cable,
telex or facsimile sending device, it shall be deemed to have been given
immediately. All postage, cable, telegram, telex and facsimile sending charges
arising from the sending of a Notice hereunder shall be paid by the sender.
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24. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
25. Amendments. This Agreement or any part hereof may be changed or waived
only by an instrument in writing signed by the party against which enforcement
of such change or waiver is sought.
26. Assignment. This Agreement and the performance hereunder may not be
assigned by the Transfer Agent without the Company's prior consent.
27. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Oral Instructions. The captions in this Agreement are
included for convenience or reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in Virginia and governed by
Virginia law. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this Agreement
shall be binding and shall inure to the benefit of the parties and their
respective successors. Unless otherwise expressly stated, all references herein
to the services to be provided by the Transfer Agent to the Fund or the Company
shall apply equally to each of the Funds and each of the share classes thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
COMMONWEALTH CASH RESERVE FUND, INC.
With respect to the Commonwealth
Cash Reserve Fund - Prime Portfolio
and the Commonwealth Cash Reserve
Fund - Federal Portfolio
BY: ______________________________
PFM ASSET MANAGEMENT LLC
BY: ______________________________
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