AMENDMENT TO OPERATING AGREEMENT
This Amendment ("Amendment") is made as of February 27, 2004, 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
("Funds)") listed on Schedule I hereto, and amends the Operating Agreement
between the parties, made as of October 25, 1996, 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.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Schedule I to the Operating Agreement shall be deleted in its
entirety and the Schedule I attached hereto shall be inserted in lieu thereof.
2. 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. FAIRPORT FUNDS (previously named
Xxxxxxxx Funds), on its own behalf
and on behalf of each Fund listed
on Schedule I hereto
By:
Xxxx Xxxxx
Senior Vice President
Asset Management Client Services By:
-------------------------------
Date: Name:
------------------------- -------------------------------
Title:
-------------------------------
Date:
-------------------------------
SCHEDULE I
TO THE OPERATING AGREEMENT
Fund Company/ Funds Effective Date
------------------- --------------
Fairport Funds (previously named Xxxxxxxx Funds) NL
Fairport Emerging Growth Fund FEE 3; WV; (1) 2/29/00
Fairport Government Securities Fund FEE 3; WV; (1) 11/19/96
Fairport Growth 8s Income Fund FEE 3; WV; (1) 11/19/96
Fairport Growth Fund FEE 3; WV; (1) 11/19/96
Fairport International Equity Fund FEE 3; WV; (1) 2/29/00
NL Indicates that Fund Company is a "no-load" or "no sales charge" Fund
Company as defined in Rule 2830 of the Conduct Rules of the National
Association of Securities Dealers Regulation, Inc. ("NASDR"), as amended
from time to time ("Rule 2830").
FEE 3 Indicates that Fund is subject to Account Maintenance Fees and the terms
thereof as set forth on Schedule II.
WV Indicates that the quarterly minimum FEE 3 is waived for the Fund.
(1) Indicates that Fund is available only to clients of Fairport Asset
Management, L.L.C.
