AMENDMENT TO OPERATING AGREEMENT
This Amendment ("Amendment") is made as of April 1, 2003, by and
between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & 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 new Account
establishment and maintenance fees, such fees to be set forth on Schedule II.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Section 4 of the Operating Agreement shall be deleted in its
entirety and the following Section 4 shall be inserted in lieu thereof.
4. Account Establishment and Maintenance Fees. Fund Company
shall pay to Schwab such fees as are set forth on Schedule II to this
Agreement to reimburse Schwab for its costs in establishing certain
trading symbols and maintaining Account(s) for each Fund.
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. Schedule II to the Operating Agreement shall be deleted in its
entirety and the Schedule II attached hereto shall be inserted in lieu thereof.
4. Schedule III to the Operating Agreement shall be deleted in its
entirety.
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.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO., INC. WESTCORE TRUST, on its own behalf and on
behalf of each Fund listed on Schedule I
hereto
By: ____________________________________________
▇▇▇▇ ▇▇▇▇▇ By: __________________________________
Senior Vice President
Asset Management Client Services Name: __________________________________
Date: _____________________________________________ Title:__________________________________
Date:___________________________________
1
SCHEDULE I
TO THE OPERATING AGREEMENT
Fund Company/Funds Effective Date
Westcore Trust NL
Westcore Blue Chip Fund FEE 3 11/27/95
Westcore Colorado Tax-Exempt Bond Fund FEE 3 11/27/95
Westcore Flexible Income Fund FEE 3 11/27/95
Westcore Growth Fund FEE 3 1/30/96
Westcore International Frontier Fund FEE 3 12/15/99
Westcore Mid-Cap Opportunity Fund FEE 3 10/1/98
Westcore MIDCO Growth Fund FEE 3 11/27/95
Westcore Plus Bond Fund FEE 3 11/27/95
Westcore Select Fund FEE 3 10/20/99
Westcore Small-Cap Growth Fund FEE 3 10/20/99
Westcore Small-Cap Opportunity Fund FEE 3 11/27/95
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.
2
SCHEDULE II
TO THE OPERATING AGREEMENT
1. Establishment Fee. The Establishment Fee for each trading symbol
established on ▇▇▇▇▇▇'▇ system ("Symbol") with respect to any Fund (i) that is
effective under this Agreement on or after April 1, 2003, and that is effective
under a services agreement with Schwab ("Services Agreement") shall be $6,000,
or (ii) that is effective under this Agreement on or after April 1, 2003, and
that is not effective under a Services Agreement shall be $10,000. Schwab shall
not be entitled to the Establishment Fee for any Symbol that is established
solely for the purpose of billing a new or different fee rate for the Fund, as
may be set forth in a Services Agreement with Schwab. The Establishment Fee for
each Fund shall be paid prior to establishment of the Account(s) for such Fund.
2. Maintenance Fees.
a. The Maintenance Fee ("FEE 3") for administrative services
performed with respect to the Account(s) for each Fund that is designated "FEE
3" on Schedule I shall be $20 per annum for each brokerage account on ▇▇▇▇▇▇'▇
records that holds one or more shares of such Fund (each a "Position").
Notwithstanding the foregoing, except for any Fund that is available only to
existing shareholders in accordance with such Fund's prospectus and except as
may be noted on Schedule I, the minimum FEE 3 for each Fund designated FEE 3 on
Schedule I shall be $7,500 per quarter, so long as such Fund is available for
purchase on ▇▇▇▇▇▇'▇ platform.
b. Notwithstanding the foregoing: (i) FEE 3 will be waived for
any quarter the Fund is effective under a Services Agreement on the last
Business Day of such quarter, and such Fund, upon termination of the Services
Agreement, does not remain open to new purchases under this Agreement; (ii) in
the event that any Fund terminates its Services Agreement and remains open for
purchases under this Agreement, then FEE 3, including the minimum FEE 3, shall
apply to the Positions held in the Account(s) after, but not prior to, the date
the Fund terminates its Services Agreement, as set forth in Section 2.a. above.;
and (iii) FEE 3 will be waived for any quarter the Fund is no longer available
for purchase by MFMP investors pursuant to this Agreement on the last Business
Day of such quarter.
c. FEE 3 shall be calculated quarterly in the month following
the end of the calendar quarter by multiplying the number of Positions on the
last Business Day of such quarter by $5. The amount billed to each Fund for a
quarter shall be the product of such calculation or $7,500, whichever is
greater. A "Business Day" is any day the New York Stock Exchange is open for
trading. FEE 3 shall be billed commencing in July, 2003, for the quarter ended
June, 2003, and shall be billed quarterly thereafter for as long as there are
Positions in the Account(s) on the last Business Day of the quarter.
d. FEE 3 is due and payable upon receipt of the invoice
setting forth such Fees. Payment shall be made by wire transfer. Such wire
transfer shall be separate from wire transfers of redemption proceeds or
distributions under this Agreement.
3. As long as Schwab holds Fund shares on behalf of MFMP investors in
the Account(s), the parties agree to be obligated under, and act in accordance
with, the terms and conditions of this Schedule II.
3
