Amendment to Administration Agreement
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AMENDMENT made as of this 5th day of May, 2003, to that certain
Administration Transfer Agency Agreement, dated August 1, 2002 ("Administration
Agreement"), between COMMONWEALTH CASH RESERVE FUND, INC. (herein called the
"Company"), and PFM ASSET MANAGEMENT LLC (the "PFM").
WHEREAS, the Company is registered as an open-end diversified, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act") and has, since 1994, issued shares representing a single investment
portfolio; and
WHEREAS, the Company has organized a second investment portfolio, interests
in which are represented by a separate class of common stock of the Company, has
designated such portfolio as the "CCRF Federal Portfolio" ("Federal Portfolio")
and has redesignated its existing investment portfolio as the "CCRF Portfolio";
and
WHEREAS, pursuant to the Administration Agreement, PFM currently provides
to the Company certain administration services necessary for the operation of
the CCRF and described in the Administration Agreement; and
WHEREAS, the Company desires to appoint PFM to provide corresponding
services to the Federal Portfolio; and
WHEREAS, PFM is willing to provide such services in the same manner as such
services are currently provided to the CCRF Portfolio.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Company hereby appoints PFM to serve as the
administrator for the Federal Portfolio and to provide to the Federal Portfolio
such services (the "Services") as are described in the Administration Agreement
and PFM accepts such appointment, under the terms and conditions set forth in
such Administration Agreement, provided only that the PFM's obligations under
such Administration Agreement as they relate to the Federal Portfolio shall
become effective only upon the execution of this Amendment and the Company's
obligation to compensate PFM and/or reimburse PFM for expenses
incurred in connection with the provision of the Services, shall be effective
only with respect to periods following the execution of this Amendment.
2. REFERENCES. Subject to the foregoing, the Company and PFM agree that,
in construing the terms of the Administration Agreement:
(i) all references therein to the Services to be provided by PFM
to "the Fund" or to the "Company" shall apply equally to the
Federal Portfolio and the CCRF Portfolio, if the context so
requires;
(ii) compensation and/or expense reimbursement to which PFM may
be entitled under Section 6 of the Administration Agreement
shall be payable with respect to the Services only by the
portfolio to which such services is provided;
(iii)all references to the "Fund" shall, other than with respect
to the Services be deemed references to the Company, if the
context so requires.
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.
BY: ______________________________
PFM ASSET MANAGEMENT LLC
BY: ______________________________