Xxxxx 00, 0000
Xxxxxxxx Trust
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
ALPS Distributors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxx
Re: The FundVest - No Transaction Fee Agreement ("Agreement")
dated as of March 13, 2003 between Pershing ("Pershing"),
Westcore Trust ("Westcore" or the "Trust") and Denver
Investment Advisors LLC ("DIA").
Dear Sirs:
The Agreement referred to above requires Westcore to indemnify Pershing
and Participating Correspondents (as defined in the Agreement) and their
directors, officers, employees and agents for willful misconduct or negligence
in the performance of, or failure to perform, its obligations pursuant to the
Broker-Dealer Agreement between ALPS Distributors, Inc. and Pershing dated June
25, 1992 ("Service Agreement"). By your signature below, please signify that as
of the date written above and during the term of the Agreement you will
indemnify and hold harmless each of DIA, Westcore, and their trustees, members,
officers, employees and agents from and against any and all losses, claims,
liabilities and expenses (including, but not limited to, reasonable attorney's
fees) incurred by any of them and arising as a result of ALPS Distributors,
Inc.'s willful misconduct or negligence in the performance of, or failure to
perform, its obligations pursuant to the Service Agreement.
The Names "Westcore Trust" and "Trustees of Westcore Trust" refer
respectively to the trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and
Restated Declaration of Trust dated November 19, 1987 which is hereby referred
to and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and the principal office of the Trust. The
obligations of "Westcore Trust" entered into in the name or on behalf thereof by
any of the Trustees, shareholders, or representatives of the Trust are not made
personally, but in such capacities, and bind only the Trust property, and all
persons dealing with any class of shares of the Trust must look solely to the
Trust property belonging to such class for the enforcement of any claims against
the Trust.
Yours truly,
Westcore Trust
By: _______________________
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
Date:
Denver Investment Advisors LLC
By: _______________________
Name: Xxxxxxx X. Xxxxx
Title: Executive Manager
Date:
ACCEPTED AND AGREED TO:
ALPS Distributors, Inc.
By: __________________________
Name:
Title:
Date:
