Amendment to the Transfer Agency Agreement
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AMENDMENT made this 5th of May, 2003, to that certain Transfer Agency
Agreement, dated as of August 1, 2002 ("Transfer Agency 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 Transfer Agency Agreement, PFM currently provides
to the Company certain transfer agency and related services necessary for the
operation of the CCRF Portfolio and described in the Transfer Agency 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 transfer
agent for the Federal Portfolio and to provide such transfer agency, registrar
and dividend disbursing services (the "Services") as are described in the
Transfer Agency Agreement and PFM accepts such appointment, under the terms and
conditions set forth in such Transfer Agency Agreement, provided only that the
PFM's obligations under such Transfer Agency 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 Transfer Agency 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
requres;
(ii) compensation and/or expense reimbursement to which PFM may
be entitled under Section 17 of the Transfer Agency
Agreement shall be payable with respect to each service only
by the portfolio to which such services relate;
(iii)in the event that it seeks indemnification under the Section
18 of the Transfer Agency Agreement with respect to any
action taken (or not taken) by in connection with the
provision of Services, PFM 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
portfolio with respect to which the action taken (or not
taken) by PFM related.
(iv) all references to the "Fund" shall, other than with respect
to the Services, be deemed references to the Company, if the
context so requires.
3. ERRATA. Section 11 of the Transfer Agency Agreement is amended to
replace the words "annual report on Form N-1R" with the words "annual report to
shareholders."
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: ______________________________