Exhibit (h)(5)(iii)(c)
RETIREMENT PLAN SHARES
AMENDMENT TO SERVICES AGREEMENT
This Amendment is made as of September 1, 2000, 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, Fund Affiliate and Fund Company, 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, the parties wish to amend the Schedule I to the Services Agreement
to designate those Funds, certain shares of which are "Retirement Plan Shares",
as defined under this Amendment;
WHEREAS, the parties wish to amend Exhibit A to the Services Agreement to
set forth services to be additionally provided with respect to Retirement Plan
Shares;
WHEREAS, the parties wish to amend the Services Agreement and Exhibit B
thereto to set forth certain fee payment obligations and a new and different fee
schedule for Retirement Plan Shares and to clarify the nature and source of fee
payments and to otherwise amend payment terms; 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 A to the Services Agreement is hereby amended to include the
following recordkeeping services, to be provided to certain retirement plans
participating in Xxxxxx'x Retirement Plan Services for Institutional Customers
and for which (i) Schwab acts as broker-dealer, (ii) The Xxxxxxx Xxxxxx Trust
Company, a California banking corporation, acts as trustee of the trust funds
under the Plans, and/or (iii) Xxxxxx Retirement Plan Services, Inc. or other
entity acts as recordkeeper ("Recordkeeper"), each such plan hereinafter
referred to as a "Plan," including, but not limited to:
a. Maintain separate records for each participant under the Plan,
which records shall reflect the shares purchased and redeemed and share
balances of such participants.
b. Disburse or credit to the Plan all proceeds of redemptions of
shares of the Funds and all dividends and other distributions not
reinvested in shares of the Funds.
c. Prepare and transmit to the Plan and/or its participants, as
required by law or the Plan, periodic statements showing the total number
of shares beneficially owned by the participants as of the statement
closing date, purchases and redemptions of Fund shares by the participants
during the period covered by the statement, and the dividends and other
distributions paid during the statement period, and such other information
as may be required, from time to time, by the Plan.
d. Transmit purchase and redemption orders to the Funds on behalf of
the Plan, in accordance with the procedures set forth in the Operating
Agreement.
e. Distribute to the Plan and/or its participants, as appropriate,
copies of the Funds' prospectus, proxy materials, periodic fund reports to
shareholders and other materials that the Funds are required by law or
otherwise to provide to their shareholders or prospective shareholders.
f. Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing the recordkeeping
services for the Plan.
2. Schedule I to the Services Agreement shall be deleted in its entirety
and the Schedule I attached hereto shall be inserted in lieu thereof. Shares of
any Fund held in the Account(s) for the benefit of a Plan are designated
"Retirement Plan Shares."
3. Section 2 of the Services Agreement shall be deleted in its entirety,
and the following shall be inserted in lieu thereof:
2. FEES
For the Services, Schwab shall receive a fee (the "Fee") which
shall be calculated and paid in accordance with Exhibit B hereto.
Schedule II identifies the amount of components of the Fee as follows:
(A) that portion of the Fee, if any, determined by the Fund's board of
directors to be payable by the Fund for non-distribution related
services, and not paid pursuant to a plan of distribution or
shareholder servicing adopted and maintained pursuant to Rule 12b-1
under the 1940 Act ("Rule 12b-1 Plan"); (B) that portion of the Fee,
if any, paid pursuant to a Rule 12b-1 Plan; (C) that portion of the
Fee, if any, not payable by the Fund and not paid pursuant to a Rule
12b-1 Plan. Fund Parties acknowledge and agree that (i) Fund Company
will pay to Schwab component A, and Fund Affiliate will be jointly and
severally responsible to Schwab with Fund Company for component A;
and, either (ii) Fund Affiliate is the Fund's principal underwriter
and will pay to Schwab any remaining Fee (component B and/or component
C), or (iii) Fund Affiliate, on behalf of the Fund's principal
underwriter, will pay to Schwab any remaining Fee (component B and/or
component C).
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4. Section 14(c) of the Services Agreement is hereby deleted in its
entirety and the following Sections 14(c) and (d) shall be inserted in lieu
thereof:
14. c. Notwithstanding any termination, Fund Parties will remain
obligated to pay Schwab the Fee as to each share of a Fund (each a
"Pre-Termination Share") that (i) is considered in the calculation of the
Fee as of the date of termination, (ii) is purchased by a Plan for which
the Fund is an investment option as of the date of the termination, or
(iii) results from reinvesting the dividends or capital gains distributed
with respect to such shares referenced to (i) and (ii), for so long as (y)
such Pre-Termination Share is held in the Account(s), and (z) Schwab
continues to perform the Services and/or, if applicable, Recordkeeper
continues to perform the recordkeeping services as to such Pre-Termination
Share. Further, for so long as Schwab continues to perform the Services
and/or, if applicable, Recordkeeper continues to perform the recordkeeping
services as to any Pre-Termination Shares, this Agreement will otherwise
remain in full force and effect as to such Pre-Termination Shares. Fund
Parties shall reimburse Schwab promptly for any reasonable expenses Schwab
incurs in effecting any termination of this Agreement, including delivery
to a Fund Party of any records, instruments, or documents reasonably
requested by the Fund Party. This Section 14(c) shall survive the
termination of this Agreement.
d. In the event a Fund merges or is subject to some other form of
business reorganization such that shareholders of the Fund receive shares
of an entity not listed on Schedule I to this Agreement (each share a
"Reorganized Share"), Fund Affiliate will remain obligated to pay Schwab
the Fee as to each Reorganized Share for so long as such Reorganized Share
is held in any Schwab account, unless such Reorganized Share is subject to
a services agreement with Schwab other than this services agreement.
5. Exhibit B to the Services Agreement shall be deleted in its entirety and
the Exhibit B attached hereto shall be inserted in lieu thereof.
6. Schedule II of the Services Agreement shall be deleted in its entirety,
and the Schedule II attached hereto shall be inserted in lieu thereof. Upon the
request of Fund Parties from time to time, Schwab agrees to amend the amounts
identified by Fund Parties as components A, B, and C that are set forth on
Schedule II.
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7. Except as specifically set forth herein, all other provisions of the
Services 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: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
Senior Vice President --------------------------
Mutual Funds Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Date: December 19, 2000 Date: December 11, 2000
DENVER INVESTMENT ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Date: December 11, 2000
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SCHEDULE I
TO THE SERVICES AGREEMENT
FUND COMPANY/FUNDS EFFECTIVE DATE
------------------ --------------
Westcore Trust
Westcore Blue Chip Fund RPS 11/27/95
Westcore Colorado Tax-Exempt Bond Fund RPS 11/27/95
Westcore Growth and Income Fund RPS 1/30/96
Westcore Intermediate-Term Bond Fund RPS 11/27/95
Westcore International Frontier Fund MIN; RPS 12/15/99
Westcore Long-Term Bond Fund RPS 11/27/95
Westcore Mid-Cap Opportunity Fund RPS 10/1/98
Westcore MIDCO Growth Fund RPS 11/27/95
Westcore Select Fund MIN; RPS 10/20/99
Westcore Small-Cap Growth Fund MIN; RPS 10/20/99
Westcore Small-Cap Opportunity Fund RPS 11/27/95
RPS Indicates that certain shares of Fund are Retirement Plan Shares.
MIN Indicates that Fund is subject to the minimum monthly Fee as set forth on
Exhibit B.
Accepted by:
XXXXXXX XXXXXX & CO., INC. WESTCORE TRUST, on its own behalf
and on behalf of each Fund listed on
Schedule I hereto
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxxx
Senior Vice President --------------------------
Mutual Funds Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Date: December 19, 2000 Date: December 11, 2000
DENVER INVESTMENT ADVISORS, LLC
By: /s/ Xxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Date: December 11, 2000
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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 the Account(s) prior
to the effective date of this Agreement as to the Fund, and (ii) shares
first held in the Account(s) after the termination of this Agreement as to
the Fund (except that Pre-Termination Shares referenced under Section
14(c)(iii) of this Agreement resulting from reinvested dividends or capital
gains with respect to shares referenced under Section 14(c)(i) shall not be
Excluded Shares).
c. "ORIGINAL QUALIFYING SHARES" shall mean all shares of a Fund held
the Account(s) on June 30, 1998 and which continue to be held the
Account(s) on the date the shares are valued, but which are not Excluded
Shares.
d. "SUBSEQUENT QUALIFYING SHARES" shall mean all shares of a Fund
other than Retirement Plan Shares held the Account(s) on or after, but not
prior to July 1, 1998 or thereafter, but which are not Excluded Shares.
e. "QUALIFYING RETIREMENT PLAN SHARES" shall mean Retirement Plan
Shares held the Account(s) on or after, but not prior to September 1, 2000,
including Retirement Plan Shares that are Pre-Termination Shares under
Sections 14(c)(ii) and (iii) of this Agreement, and which continue to be
held the Account(s) on the date the shares are valued, but which are not
Excluded Shares or Subsequent Qualifying Shares.
f. "ORIGINAL FEE RATE" shall mean the fee rate applicable to Original
Qualifying Shares.
g. "SUBSEQUENT FEE RATE" shall mean 35 basis points per annum.
h. "RETIREMENT PLAN SHARES FEE RATE" shall mean 40 basis points per
annum.
2. The Original Fee Rate is determined based on the average 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:
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AVERAGE 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 each month by adding (i) the average Daily
Value of Original Qualifying Shares for the month multiplied by the Original Fee
Rate, plus (ii) the average Daily Value of Subsequent Qualifying Shares for the
month multiplied by the Subsequent Fee Rate, plus (iii) the average Daily Value
of Qualifying Retirement Plan Shares for the month multiplied by the Retirement
Plan Shares Fee Rate. Notwithstanding the foregoing, the minimum Fee for each
Fund for which the effective date of such Fund on Schedule I is October 20,
1999, or any date thereafter, and which is designated "MIN" on Schedule I ("MIN
Fund"), shall be $2,000 per month commencing with the first full month and
terminating with the last full month such Fund is effective under this
Agreement. Any Maintenance Fee set forth on Schedule III to the Operating
Agreement as to the Account(s) of a MIN Fund which would otherwise be assessed
under the Operating Agreement shall be waived for any month for which this
Agreement is in effect as to such Fund. The Fee shall be billed monthly in
arrears and paid in accordance with Section 7 below.
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 shares is reported to Schwab
before 5 o'clock p.m., San Francisco time, on the first business day to which
the error relates.
6. At the request of Fund Parties, Schwab shall provide, on each business
day, a statement detailing the aggregate Daily Value of (i) Original Qualifying
Shares, (ii) Subsequent Qualifying Shares, and (iii) Qualifying Retirement Plan
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.
7. 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. The amount of the Fee shall accrue
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interest from the date of the invoice, and Schwab shall be entitled to charge
Fund Parties with payment of such accrued interest with respect to any
outstanding amount in the event that Schwab has not received full payment by the
last business day of the month in which such invoice is rendered. The rate of
interest shall be the Federal Funds "offered" rate for each day as published in
THE WALL STREET JOURNAL, and shall be billed by Schwab in the following month's
invoice. Schwab shall not be entitled to charge Fund Parties with payment of
such accrued interest with respect to any amount for which Schwab has received
payment by the last business day of the month in which such invoice is rendered.
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SCHEDULE II
TO THE SERVICES AGREEMENT
FEE COMPONENT (SECTION 2) ORIGINAL QUALIFYING SHARES FEE RATE
------------------------- -----------------------------------
Component A (Fund payable, non-Rule 12b-1 Plan) ______ bps ______ bps ______ bps
Component B (Rule 12b-1 Plan) ______ bps ______ bps ______ bps
Component C (non-Fund payable, non-12b-1 Plan) 35 bps 35 bps 35 bps
Total Fee 35 bps 30 bps 25 bps
FEE COMPONENT (SECTION 2) SUBSEQUENT QUALIFYING SHARES FEE RATE
------------------------- -------------------------------------
Component A (Fund payable, non-Rule 12b-1 Plan) ______ bps
Component B (Rule 12b-1 Plan) ______ bps
Component C (non-Fund payable, non-12b-1 Plan) 35 bps
Total Fee 35 bps
FEE COMPONENT (SECTION 2) QUALIFYING RETIREMENT PLAN SHARES FEE RATE
------------------------- ------------------------------------------
Component A (Fund payable, non-Rule 12b- l Plan) ______ bps
Component B (Rule 12b-1 Plan) ______ bps
Component C (non-Fund payable, non-12b-1 Plan) 35 bps
Total Fee 40 bps
FEE COMPONENT (SECTION 2) MINIMUM FEE
------------------------- -----------
Component A (Fund payable, non-Rule 12b-1 Plan) $________
Component B (Rule 12b-1 Plan) $________
Component C (non-Fund payable, non-12b-1 Plan) $ 2,000
Total Fee $ 2,000
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