Exhibit (g)(7)
AMENDMENT
Amendment made as of July 2, 2001 to that certain Custody Agreement dated
as of October 1, 1999 between Westcore Trust (the "Fund") and The Bank of New
York ("Custodian") (such Custody Agreement hereinafter referred to as the
"Custody Agreement").
WITNESSETH:
WHEREAS, Rule 17f-7 under the Investment Company Act of 1940, as amended
(the "Rule"), was adopted on June 12, 2000 by the Securities and Exchange
Commission;
WHEREAS, the Fund and Custodian desire to amend the Custody Agreement to
conform to the Rule;
NOW, THEREFORE, the Fund and Custodian hereby agree as follows:
A. The following new Article XXI is hereby added to the Custody Agreement:
FOREIGN DEPOSITORIES
1. As used in this Article, the term "Foreign Depository" shall mean each
Eligible Securities Depository as defined in Rule 17f-7 under the
Investment Company Act of 1940, as amended (the "Rule"), identified on
Schedule A hereto, as the same may be amended from time to time on notice
to the Fund (which notice shall be accompanied by information from the
sources listed in 3 with respect to the status of any additional entity as
such a "Foreign Depository"). In connection with the foregoing, the Fund
shall notify Custodian of any Foreign Depository at which it does not
choose to have its assets held. In the event of such notification,
Custodian shall, as soon as reasonably practicable following such
notification, cease to deposit the Fund's assets with such Foreign
Depository and cause the Foreign Depository to return all of the Fund's
assets previously deposited with it.
2. Notwithstanding any other provision in this Agreement, the Fund hereby
represents and warrants, which representations and warranties shall be
continuing and shall be deemed to be reaffirmed upon any delivery of a
Certificate or any giving of Oral Instructions, Instructions, or Written
Instructions, as the case may be, that the Fund or its investment adviser
has determined that the custody arrangements of each Foreign Depository
provide reasonable safeguards against the custody risks associated with
maintaining assets with such Foreign Depository within the meaning of the
Rule.
3. With respect to each Foreign Depository, Custodian shall exercise
reasonable care, prudence, and diligence such as a person having
responsibilities for the safekeeping of the Fund's assets would exercise
(i) to provide the Fund or its investment adviser with an analysis of the
custody risks associated with maintaining assets with the Foreign
Depository prior to the initial placement of the Fund's assets with such
Foreign Depository, and (ii) to monitor such custody risks on a continuing
basis and promptly notify the Fund of any material change in such risks.
The Fund acknowledges and agrees that such analysis and monitoring shall be
made on the basis of, and limited by, information gathered from
Subcustodians, trade associations of which Custodian is a member from time
to time, or through publicly available information otherwise obtained by
Custodian, and shall not include any evaluation of Country Risks. Custodian
will endeavor to include in its analysis and monitoring, among other
things, a Foreign Depository's expertise and market reputation, the quality
of its services, its financial strength, any insurance or indemnification
arrangements, the extent and quality of regulation and independent
examination of the depository, its standing in published ratings, its
internal controls and other procedures for safeguarding investments, and
any related legal protections. As used herein the term "Country Risks"
shall mean with respect to any Foreign Depository: (a) the financial
infrastructure of the country in which it is organized, but not of any
Foreign Depository to the extent covered by an analysis described in clause
(i) of this Section, (b) such country's prevailing settlement practices,
(c) nationalization, expropriation or other governmental actions, (d) such
country's regulation of the banking or securities industry, (e) currency
controls, restrictions, devaluations or fluctuations, and (f) market
conditions which affect the order execution of securities transactions or
affect the value of securities.
4. Custodian shall promptly advise the Fund if Custodian obtains
information from the sources described above in 3. that any Foreign
Depository ceases to be an Eligible Securities Depository as defined in the
Rule.
B. Each party represents to the other that this Amendment has been duly
executed.
C. This Amendment may be executed in any number of counterparts, each of which
shall be deemed to be an original, but such counterparts, shall, together,
constitute only one amendment.
D. 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 Company. The obligations of
"Westcore Trust" entered into in the name or on behalf thereof by any of the
Trustees, shareholders, or representatives of the Fund are not made personally,
but in such capacities, and bind only the Fund's property, and all persons
dealing with any class of shares of the Fund must look solely to the Fund's
property belonging to such class for the enforcement of any claims against the
Fund.
-2-
IN WITNESS WHEREOF, the Fund and Custodian have caused this Amendment to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.
WESTCORE TRUST
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
Tax Identification No:
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Name: Xxxxxx X. XxXxxx
Title: Vice President
-3-
