AMENDMENT TO SERVICES AGREEMENT
This Amendment is made as of July 1, 1998, 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 with
Schwab, made as of March 26, 1996, as amended thereafter ("Services Agreement").
This Amendment amends the Services Agreement. Fund Affiliate and Fund Company
are collectively referred to herein as "Fund Parties." 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 B to the Services Agreement to
set forth a different Fee; and
WHEREAS, the parties wish to amend 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 B to the Services Agreement shall be deleted in its entirety
and the Exhibit B attached hereto shall be inserted in lieu thereof.
2. Schedule II to the Services Agreement shall be deleted in its entirety
and the Schedule II attached hereto shall be inserted in lieu thereof.
3. 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
By: /s/Xxxxxx X. Xxxxx By: /s/Xxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxxxxx
Vice President ----------------------------
Mutual Funds Title: Vice President
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Date: 5-10-98 Date: 5/13/98
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DENVER INVESTMENT ADVISORS LLC
By: /s/Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Chairman
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Date: 5/13/98
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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 of a Fund's shares
reported by such Fund to the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ").
b. "EXCLUDED SHARES" shall mean (i) shares held in a Schwab
brokerage account prior to the effective date of this Agreement as to the Fund,
and (ii) shares first held in a Schwab brokerage account after the termination
of this Agreement as to the Fund.
c. "ORIGINAL QUALIFYING SHARES" shall mean all shares of a Fund
which were held in Schwab brokerage accounts as of June 30, 1998, and which
continue to be held in Schwab brokerage accounts on the date the shares are
valued, but which are not Excluded Shares.
d. "SUBSEQUENT QUALIFYING SHARES" shall mean all shares of a Fund
which were held in Schwab brokerage accounts as of July 1, 1998, and which
continue to be held in Schwab brokerage accounts on the date the shares are
valued, but which are not Excluded Shares.
e. "ORIGINAL FEE RATE" shall mean the fee rate to be applied to
Original Qualifying Shares, as set forth below.
f. "SUBSEQUENT FEE RATE" shall mean 35 basis points per annum.
2. The Original Fee Rate is determined based on the aggregate Daily Value
of Original Qualifying Shares of all Funds listed on Schedule I, as amended from
time to time, as of the prior review date. The review dates are December 31 and
June 30. The Original Fee Rate is effective from the next business day
following the review date up to and including the next review date. The
Original Fee Rates are as follows:
Aggregate Daily Value of Original
Qualifying Shares Original Fee Rate
------------------------------------ ------------------------------------
Up to and including $500 million 35 basis points per annum
Over $500 million and up to and
Including $1.5 billion 30 basis points per annum
Over $1.5 billion 25 basis points per annum
3. The rate scale for Original Qualifying Shares is not intended to
produce a "blended rate." Rather, once a threshold is reached, the rate
applicable to all Original Qualifying Shares will be applied to all Original
Qualifying Shares. Thus, if as of a review date, the
aggregate Daily Value of Original Qualifying Shares of all Funds is $501
million, the Original Fee Rate will be 30 basis points (to be applied to the
aggregate Daily Value of Original Qualifying shares until the next review date).
4. The fee shall be calculated by adding the aggregate Daily Value of
Original Qualifying Shares multiplied by the Original Fee Rate, plus the Daily
Value of Subsequent Qualifying Shares multiplied by the Subsequent Fee Rate.
The fee shall be calculated daily and paid monthly in arrears.
5. No adjustments will be made to the net asset values to correct errors
in the net asset values reported to NASDAQ for any day 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 first business day after the
day to which the error relates.
6. At the request of Fund Parties, Schwab shall provide, on each business
day, a statement detailing the average Daily Value of (i) Original Qualifying
Shares, and (ii) Subsequent Qualifying Shares of each Fund and the amount of the
fee for each Fund. 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 this calculation.
7. Fund Parties shall pay Schwab the fee within thirty (30) days after
Fund Parties' receipt of such statement. Such payment shall be by wire
transfer, unless the amount thereof is less than $250. Such wire transfers
shall be separate from wire transfers of redemption proceeds or distributions
under the Operating Agreement. Amounts less than $250 may, at Fund Parties'
discretion, be paid by check.
SCHEDULE II
TO THE SERVICES AGREEMENT
ORIGINAL QUALIFYING SHARES FEE RATE
-----------------------------------
Fund Company:
Westcore Trust 0.00% 0.00% 0.00%
Fund Affiliate:
Denver Investment Advisors LLC 0.35% 0.30% 0.25%
---- ---- ----
Total 0.35% 0.30% 0.25%
SUBSEQUENT
QUALIFYING
SHARES FEE
RATE
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Fund Company:
Westcore Trust 0.00%
Fund Affiliate:
Denver Investment Advisors LLC 0.35%
----
Total 0.35%
