EXHIBIT (h)(5)(i)(c)
AMENDMENT TO OPERATING AGREEMENT
This Amendment ("Amendment") is made as of October 1, 1998, by and between
Xxxxxxx Xxxxxx & Co., Inc. ("Schwab"), a California corporation, and each
registered investment company ("Fund Company") executing this Amendment on its
own behalf and on behalf of each of its series or classes of shares ("Fund(s)")
listed on Schedule I hereto, and amends the Operating Agreement between the
parties, made as of November 27, 1995, as amended thereafter ("Operating
Agreement"). All capitalized terms used in the Amendment and not defined herein
shall have the meaning ascribed to them in the Operating Agreement.
WHEREAS, the parties wish to amend Schedule I to the Operating Agreement;
and
WHEREAS, the parties wish to institute the payment of Account establishment
and maintenance fees which shall be paid by each Fund added to Schedule I to the
Operating Agreement by this Amendment or any amendment made hereafter;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. The following Section 4. is hereby inserted as Section 4. of the
Operating Agreement. Sections 4. through 12. are renumbered as Section 5.
through 13., respectively.
4. ACCOUNT ESTABLISHMENT AND MAINTENANCE FEES
Fund Company shall pay to Schwab such fees as are set forth on
Schedule II hereto to reimburse Schwab for its costs in establishing and
maintaining Account(s) for each Fund for which the effective date of such
Fund, as set forth on Schedule I to the Operating Agreement, is October 1,
1998, or any date thereafter. Fees attributable to establishment of the
Account(s) for a Fund shall be paid prior to establishment of the
Account(s) for such Fund. Fees attributable to maintaining the Account(s)
for each Fund shall be billed on an annual basis on December 31 and paid
promptly, in no event later than thirty (30) days after billing. Such
payment shall be by wire transfer. Such wire transfers shall be separate
from wire transfers of redemption proceeds or distributions under this
Agreement.
2. Schedule I to the Operating Agreement shall be deleted in its entirety
and the Schedule I attached hereto shall be inserted in lieu thereof.
3. The attached Schedule II is hereby inserted as Schedule II to the
Operating Agreement.
4. Schedule II may be amended by Schwab on forty (40) days' written
notice to Fund Company or such earlier time as shall be agreed to by the
parties.
Exhibit B B-1
5. Except as specifically set forth herein, all other provisions of the
Operating Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
XXXXXXX XXXXXX & CO., INC. WESTCORE TRUST, on its own behalf and on
behalf of each Fund listed on Schedule I
By: /s/Xxxx Xxxxx hereto
--------------------------------
Xxxx Xxxxx
Vice President/Mutual Funds By: /s/Xxxxxxx X. Xxxxxxx
Operations Administration ----------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Date: 10/24/98 Title: President
------------------------------ ----------------------------------
Date: 10/1/98
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Exhibit B B-2
SCHEDULE I
TO THE OPERATING AGREEMENT
Fund Company/Funds Effective Date
------------------ --------------
Westcore Trust
Westcore Blue Chip Fund* 11/27/95
Westcore Colorado Tax-Exempt Bond Fund* 11/27/95
Westcore Growth and Income Fund* 11/27/95
Westcore Intermediate-Term Bond Fund* 11/27/95
Westcore Long-Term Bond Fund* 11/27/95
Westcore Mid-Cap Opportunity Fund* 10/1/98
Westcore MIDCO Growth Fund* 11/27/95
Westcore Small-Cap Opportunity Fund* 11/27/95
* Indicates that Fund is a "no-load" or "no sales charge" Fund as defined
in Rule 2830 of the NASDR.
SI Indicates that Fund is available only to MFMP investors through Xxxxxx
Institutional or another advice program offered or made available by
financial institutions clearing transactions through Schwab.
Accepted by:
XXXXXXX XXXXXX & CO., INC. WESTCORE TRUST, on its own behalf and on
behalf of each Fund listed on this
Schedule I
By: /s/Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
Vice President/Mutual Funds By: /s/Xxxxxxx X. Xxxxxxx
Operations Administration ----------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Title: President
Date: 10/24/98 ----------------------------------
------------------------------ Date: 10/1/98
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Exhibit B B-3
SCHEDULE 11
TO THE OPERATING AGREEMENT
Fees to Establish and Maintain Account(s) for a Fund
ESTABLISHMENT FEES
The Establishment Fee shall be $4,500 for the Account(s) for each Fund
established on Xxxxxx'x system for which the effective date of such Fund, as set
forth on Schedule I to the Operating Agreement, is October 1, 1998, or any date
thereafter.
MAINTENANCE FEE
a. The Maintenance Fee as to the Account(s) for each Fund for which the
effective date of such Fund, as set forth on Schedule I to the Operating
Agreement, is October 1, 1998, or any date thereafter, shall be charged in
advance, annually, on December 31 ("Assessment Date") commencing on the first
Assessment Date after the establishment of the Account(s) for such Fund on the
Schwab system. The Maintenance Fee as to the Account(s) of a Fund shall not be
prorated in the event of termination of this Agreement as to such Fund prior to
the end of a calendar year for which such Maintenance Fee has been charged.
b. The Maintenance Fees as to the Account(s) for each Fund shall be
determined based on the aggregate value of all shares of such Fund contained in
all Account(s) at the Fund on the Assessment Date. The Maintenance Fees are as
follows:
Aggregate Value
of All Shares Maintenance Fee
--------------- ---------------
Up to and including $2.5 million $ 4,500
Over $2.5 million and up to and $ 3,000
including $5 million
Over $5 million $ 0
c. For purposes of this calculation, the value of the shares of each Fund
will be the net asset value reported by such Fund to the National Association of
Securities Dealers, Inc. Automated Quotation System. No adjustments will be made
to the net asset values to correct errors in the net asset values so reported
for any Assessment Date unless such error is corrected and the corrected net
asset value per share is reported to Schwab before 5 o'clock, p.m., San
Francisco time, on the next business day after the Assessment Date to which the
error relates.
Exhibit B B-4
