AMENDMENT TO SERVICES AGREEMENT
This Amendment is made as of April 1, 2003, by and between Xxxxxxx
Xxxxxx & Co., Inc. ("Schwab"), a California corporation, Denver Investment
Advisors, LLC ("Fund Affiliate"), 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)") which are parties to a Services
Agreement between Schwab, made as of March 26, 1996, as amended thereafter
("Services Agreement"). This Amendment amends the Services Agreement. All
capitalized terms used in this Amendment and not defined herein shall have the
same meaning ascribed to them in the Services Agreement.
WHEREAS, Fund Parties wish Schwab to continue to perform recordkeeping,
shareholder communications, and other services on behalf of the Funds as set
forth in the Services Agreement;
WHEREAS, Schwab is willing to continue to perform such services for the
Funds on the terms and conditions set forth in the Services Agreement as amended
herein;
WHEREAS, the parties wish to amend Exhibit A to the Services Agreement
to remove the additional recordkeeping services provided with respect to
Retirement Plan Shares;
WHEREAS, the parties wish to amend Exhibit B to the Services Agreement
to set forth a new and different Fee rate and to remove Qualifying Retirement
Plan Shares and the related fees;
WHEREAS, the parties wish to amend Schedule I to the Services
Agreement; and
WHEREAS, the parties wish to amend Section 2 and delete Schedule II to
the Services Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Exhibit A to the Services Agreement shall be amended to remove the
additional recordkeeping services provided with respect to Retirement Plan
Shares.
2. Exhibit B to the Services Agreement shall be deleted in its entirety
and the Exhibit B attached hereto shall be inserted in lieu thereof.
3. Schedule I to the Services Agreement shall be deleted in its
entirety and the Schedule I attached hereto shall be inserted in lieu thereof.
4. Section 2 of the Services Agreement shall be deleted in its entirety
and the following Section 2 shall be inserted in lieu thereof.
2. Fees. For the Services, Schwab shall receive a fee (the
"Fee") from Fund Affiliate that shall be calculated and paid in
accordance with Exhibit B hereto.
5. Schedule II to the Services Agreement shall be deleted in its
entirety.
(continued on page 2)
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6. Except as specifically set forth herein, all other provisions of the
Services 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
hereto
By:
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Xxxxxxx X. Xxxxxx By:
Senior Vice President -----------------------------------
Asset Management Strategic Alliances Name:
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Date: Title:
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DENVER INVESTMENT ADVISORS, LLC Date:
---------------------------------
By:
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Name:
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Title:
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Date:
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SCHEDULE I
TO THE SERVICES AGREEMENT
Fund Company/Funds Effective Date
Westcore Trust NL
Westcore Blue Chip Fund 3/26/96
Westcore Colorado Tax-Exempt Bond Fund 3/26/96
Westcore Flexible Income Fund 3/26/96
Westcore Growth Fund 3/26/96
Westcore International Frontier Fund MIN 12/15/99
Westcore Mid-Cap Opportunity Fund 10/1/98
Westcore MIDCO Growth Fund 3/26/96
Westcore Plus Bond Fund 3/26/96
Westcore Select Fund MIN 10/20/99
Westcore Small-Cap Growth Fund MIN 10/20/99
Westcore Small-Cap Opportunity Fund 3/26/96
MIN Indicates that Fund is subject to the minimum monthly Fee as set forth
on Exhibit B.
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EXHIBIT B
Calculation of Fee
1. The following terms shall have the meanings defined below:
a. "Daily Value" shall mean the Net Asset Value ("NAV")
reported by such Fund to Schwab through the NSCC's Mutual Fund Profile Service
(the "Profile Service") or, if the NAV is not available through the Profile
Service, through the National Association of Securities Dealers, Inc. Automated
Quotation System or other mutually agreeable means.
b. "Excluded Shares" shall mean (i) shares of a Fund held by
MFMP investors prior to the effective date of this Agreement as to the Fund,
(ii) shares of a Fund first held by MFMP investors after the termination of this
Agreement as to the Fund (except for Pre-Termination Shares resulting from
reinvested dividends or capital gains under Section 14(c) of this Agreement),
and (iii) shares of a Fund that are governed solely by the Operating Agreement.
c. "Qualifying Shares" shall mean all shares of a Fund held by
MFMP investors, except for Excluded Shares.
d. "Qualifying Shares Fee Rate" shall mean 40 basis points per
annum with respect to all Funds, except as set forth in the table below.
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Fund Qualifying Shares Fee Rate (per annum)
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Westcore Colorado Tax-Exempt Bond Fund 30 bps
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Westcore Plus Bond Fund 28 bps
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Westcore Flexible Income Fund 35 bps
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2. a. The Fee shall be calculated each month by multiplying the average
Daily Value of Qualifying Shares for the month multiplied by the Qualifying
Shares Fee Rate. The minimum Fee for each Fund designated "MIN" on Schedule I
shall be $2,000 per month, commencing with the first full month and ending with
the last full month such Fund is effective under this Agreement. The Fee shall
be billed monthly in arrears and paid in accordance with Section 5 below.
b. Notwithstanding the foregoing, with respect to any Fund
that is no longer available for purchase by MFMP investors on April 1, 2003, the
Qualifying Shares Fee Rate shall be 35 basis points per annum (each a "Closed
Fund"). In the event a Closed Fund reopens for purchases anytime after April 1,
2003, the Qualifying Shares Fee Rate, effective as of the date such Closed Fund
reopens for purchases, shall be the Qualifying Shares Fee Rate as set forth in
Section 1.d. above and shall be calculated as set forth in Section 2.a. above.
3. For purposes of calculating the Fee pursuant to this Exhibit, no
adjustments will be made to the NAV for any Fund to correct errors in the NAV
reported for any day unless such error is corrected and the corrected NAV is
reported to Schwab before 8:00 p.m. Eastern time on the first Business Day after
the day to which the error relates. Further, no adjustments shall be made to the
total Fee for a given month due to data errors resulting from reverse splits.
4. At the request of Fund Parties, Schwab shall provide, on each
Business Day, a statement detailing the aggregate Daily Value of Qualifying
Shares of each Fund and the estimated amount of the Fee for such day. As soon as
practicable after the end of the month, Schwab shall also provide to Fund
Parties an invoice for the amount of the Fee due for each Fund. In the
calculation of such Fee, Xxxxxx'x records shall govern unless an error can be
shown in the number of shares used in such calculation.
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5. The Fee is due and payable by Fund Parties upon receipt of the
invoice setting forth the Fee. Payment shall be made by wire transfer. Such wire
transfer shall be separate from wire transfers of redemption proceeds or
distributions under the Operating Agreement.
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