AGENCY TRADING AGREEMENT
This Agreement is made as of January 2, 1998, between Wachovia Operational
Services Corporation ("Wachovia"), each registered investment company ("Fund
Company") executing this Agreement, on its own behalf and on behalf of each of
the series or classes of shares, if any, listed on Schedule I, as amended from
time to time (such series or classes being referred to as the "Fund(s)"), and
Fund Affiliate (defined below) that has executed this Agreement. Fund Company
and Fund Affiliate are collectively referred to herein as "Fund Parties". In
the event that there are no series or classes of shares listed on Schedule I,
the term "Fund(s)" shall mean "Fund Company".
WHEREAS Fund Affiliate is either (i) an investment adviser to or administrator
for the Funds, (ii) the principal underwriter or distributor for the Funds,
(iii) a transfer agent for the Funds or (iv) a bookkeeping and pricing agent for
the Funds.
WHEREAS Fund Parties wish to have Wachovia perform certain recordkeeping,
shareholder communication, and other services for each Fund.
Recital
WHEREAS, Wachovia acts as trustee or custodian of certain tax-qualified employee
benefit plans and tax-exempt trusts in which plan assets are held (individually,
the "Plan", and collectively, the "Plans"), and invests and reinvests Plan
assets as directed by one or more investment advisors, a Plan sponsor or an
administrative committee, as the case may be, of each Plan (a "Plan
Representative"), or upon the direction of Plan participants ("Participants");
WHEREAS, Wachovia provides certain recordkeeping and other services for the
Plans, including processing of orders and instructions for the investment and
reinvestment of Plan assets in each Plan's investment options;
WHEREAS, Wachovia and the Fund Company desire to facilitate the purchase,
exchange and redemptions of shares of the Funds (the "Shares") on behalf of the
Plans through one or more accounts (not to exceed one per Plan) in each Fund
(individually, an "Account" and collectively, the "Accounts"), subject to the
terms and conditions of this Agreement; and
WHEREAS, the Fund Company and Wachovia desire Wachovia to serve as the Fund
Company's agent to receive and transmit orders and instructions regarding the
purchase, exchange and redemption of Shares, subject to the terms and conditions
of this Agency
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Trading Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties hereto agree as follows.
1. APPOINTMENT OF WACHOVIA
The Fund Company hereby appoints Wachovia as agent for the limited purpose
of accepting orders and instructions with respect to Shares purchased,
exchanged or redeemed by the Plans. Wachovia hereby accepts its
appointment on the terms and conditions set forth herein.
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2. PRICING INFORMATION
The Fund Company will furnish, or caused to be furnished, to Wachovia on
each business day that the New York Stock Exchange is open for business
("Business Day") with: (i) net asset value information as of the close of
trading on the New York Stock Exchange or as at such other time at which a
Fund's net asset value is calculated as specified in such Fund's prospectus
("Close of Trading"); and (ii) in the case of Funds the principal purpose
of which is the generation of interest income, the daily accrual or
interest rate factor (mil rate). The Fund Company shall use best efforts
to provide such information to Wachovia by 7:00 p.m. Eastern Time on the
same Business Day via 1-800-392-2673 and to provide a fax to Wachovia by
7:00 p.m. ET on the same Business Day.
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3. ORDERS FOR PURCHASE, REDEMPTION, OR EXCHANGE
Wachovia, as agent of the Fund Company, shall (i) receive from, or on
behalf of, Participants or Plan Representatives for acceptance as of the
Close of Trading on each Business Day (the "Trade Date") (based solely upon
the receipt of orders and instructions from such Participants or Plan
Representatives prior to the Close of Trading on any such Business Day)
orders and instructions for the purchase, redemption on exchange of Shares
held by the Plans, and (ii) upon acceptance of any such orders and
instructions, communicate such acceptance to the Fund Company and transmit
to the Fund Company orders and instructions to purchase, exchange or redeem
Shares for specified Accounts. On each business day, Wachovia shall
aggregate and calculate the net purchase and redemption amounts for such
orders for each Account and communicate such net aggregate amounts to the
Fund Company prior to 9:00 a.m. ET on the Business Day next succeeding the
Trade Date. All communications herein shall be by facsimile or other form
of written electronic transmission. If provided in the applicable
shareholder's account application, dividends, capital gains, and other
distributions will be automatically reinvested on payable date at net asset
value in accordance with each Fund's then current prospectus.
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4. SETTLEMENT
(a) Purchases. Wachovia will use its best efforts to transmit the
purchase price of each purchase order to the Fund Company in accordance
with written instructions provided by the Fund Company to Wachovia for the
applicable Fund by wire transfer prior to 1:00 p.m. ET, on the next
Business Day following the Trade Date. Wachovia agrees that if it fails to
(i) wire the purchase price to the Fund Company before such 1:00 p.m. ET
deadline or (ii) provide the Fund Company with a Federal Funds wire system
reference number evidencing the wire transfer of the purchase price to the
Fund Company prior to such 1:00 p.m. ET deadline. The cost associated with
any delayed wire is the responsibility of Wachovia (b) Redemptions. The
Fund Company will use its best efforts to transmit to Wachovia the proceeds
of all redemption orders placed by Wachovia by 1:00 p.m. ET on the Business
Day immediately following the Trade Date by wire transfer on that Business
Day. Should a Fund need to extend the settlement on a trade, the Fund
Company will contact Wachovia to discuss the extension. For purposes of
determining the length of settlement, the Fund Company agrees to treat the
Accounts the same as it treats other direct shareholders of the Funds.
Each wire transfer of redemption proceeds shall indicate, on the Fed Funds
wire system, the amount thereof attributable to each Fund; provided,
however, that if the number of entries would be too great to be transmitted
through the Federal Funds wire
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system, the Fund Company shall, on the day the wire is sent, fax such
entries to Wachovia or if possible, send via direct or indirect systems
access. The cost associated with any delayed wire is the responsibility of
the Fund Affiliate sending the wire.
REDEMPTION WIRES SHOULD BE SENT TO:
Wachovia Bank, N.A.
000 X. Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Institutional Trust Checking Account/Day I Wire
ABA #000000000
Credit to Account #0000-000000
Contact: Xxxx XxXxxxxx (000) 000-0000
FAX SUPPLEMENTS SHOULD BE SENT TO: 000-000-0000
Attention: Xxxxxxx Xxxxx or Xxxxx Grew
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5. PARTICIPANT RECORDKEEPING
Recordkeeping and other administrative services to a Plan and Plan
Participants shall be the responsibility of Wachovia and shall not be the
responsibility of the Fund Company. The Fund Company will recognize, as
determined by Wachovia, each Plan or all Plans, as the case may be, as a
single shareholder and as an unallocated account in the Funds, and, in any
event, the Fund Company will not maintain separate accounts for Plan
Participants.
6. FUND INFORMATION
The Fund Company will provide to Wachovia via U.S. Mail a confirmation
statement reflecting any purchase, exchange and redemption activity the
next Business Day after the transaction trade date. Any such report will
reflect the number of Shares purchased, exchange or redeemed, the price per
Share and the dollar amounts.
Wachovia will perform a trade reconciliation to ensure that Plan and
Account assets are in balance. Wachovia shall notify the Fund Company of
any differences between the Plan and/or Participant balances maintained by
Wachovia and the Account(s) balances maintained by the Fund Company within
two (2) Business Days of receipt of the Fund Company's report. Wachovia
and the Fund Company shall determine and take, to the extent applicable,
appropriate corrective
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actions with respect to any such differences. Upon the reasonable request
of Wachovia, the Fund Company will notify Wachovia in writing by electronic
or telephonic communication facilities of (i) the ex-date of all Fund
distributions (dividends and capital gains) and (ii) the reinvestment of
Shares as of payable date of any such distribution.
7. PROSPECTUS, PROXIES AND RELATED MATERIALS
The Fund Company shall provide Fund prospectuses, proxy materials, periodic
Fund reports and other similar materials that are required by law to be
sent to shareholders, in such quantities and at such times as Wachovia
shall reasonably request. Wachovia hereby expressly acknowledges that
Wachovia, and not the Fund Company, shall be responsible for the delivery
of any such prospectuses, reports and materials to Plan Participants or
Plan Representatives, as the case may be. Wachovia shall promptly deliver
any such prospectuses, reports and materials to Plan Participants or Plan
Representatives, as the case may be after delivery thereof by the Fund
Company.
Wachovia will vote Plan Shares as directed by Plan Participants or Plan
Representatives, as the case may be. Wachovia, in its capacity as Service
Provider hereunder, (and its agents), shall not in any way recommend action
in
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connection with, or interfere with the solicitation of, such proxy votes.
8. MAINTENANCE OF RECORDS; PLAN INFORMATION; ACCESS
Each party shall maintain and preserve all records, as required by law, in
connection with providing services hereunder and in making Shares available
to the Plans. Except as otherwise provided hereunder, Wachovia shall
provide copies of all records relating to the Plans, Participants and Funds
as may reasonably be requested by the Fund Company to enable the Fund
Company, the Funds or their representatives to comply with any request of
the Fund Company's internal or external auditors, any governmental agency
or similar entity, to otherwise enable it to comply with all applicable
state or Federal laws or to enable the Fund Company to fulfill its
obligations and perform its duties hereunder.
To the extent required under the 1940 Act, and the rules thereunder,
Wachovia agrees that records maintained by it hereunder are the property of
the Funds and will be preserved, maintained and made available in
accordance with the 1940 Act.
Upon reasonable notice by the Fund Company to Wachovia, Wachovia shall make
available during normal business hours
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such of Wachovia's facilities and premises employed in connection with the
performance of Wachovia's duties and responsibilities under this Agency
Trading Agreement for reasonable visitation, inspection and auditing by the
Fund Company or a Fund, or any person retained by the Fund Company or a
Fund for such purposes as may be necessary or desirable to evaluate the
quality of the duties and responsibilities performed by Wachovia pursuant
hereto.
This Section 8 shall survive termination of this Agreement.
9. COMPLIANCE WITH LAWS
At all times the Fund Company and Wachovia shall comply with all laws,
rules and regulations, to the extent applicable, by virtue of entering into
this Agency Trading Agreement or otherwise.
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10. REPRESENTATIONS WITH RESPECT TO THE FUNDS
Wachovia shall not make, nor shall it allow its affiliates to make
representations concerning a Fund or Shares, except those contained (i) the
then current prospectus of a Fund, (iii) current sales literature created
by or on behalf of the Funds, or (iii) current sales literature created by
Wachovia which has been submitted to, and approved in writing, by the Funds
or their agents prior to the use or distribution of such sales literature
by Wachovia, its affiliates or agents.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS
Wachovia represents, warrants, and covenants that:
(a) it has full power and authority under applicable law and from the
appropriate Plan Representative(s), and has taken all action necessary, to
enter into and perform its obligations and duties under this Agency Trading
Agreement, and that by doing so it will not breach or otherwise impair any
other agreement or understanding with any other person, corporation or
other entity; this Agency Trading Agreement constitutes its legal, valid
and binding obligation and is enforceable against it in accordance with its
terms; no consent or authorization of, filing with or other act by or in
respect of any governmental authority, is required in connection with the
execution, delivery, performances, validity or enforceability of this
Agency Trading Agreement,
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(b) it will timely disclose to Plan Representatives or Plan Participants,
as the case may be, the arrangement provided for in this Agency Trading
Agreement;
(c) it is registered, shall register or is exempt from registration as a
transfer agent pursuant to Section 17A of the Securities and Exchange Act
of 1934, as amended (the "1934 Act") (it being understood by the parties
hereto that failure on the part of Wachovia to so if not exempt from
registration, will constitute a material breach of this Agency Trading
Agreement 30 days after the effective date of this Agency Trading Agreement
or such earlier date on which such failure constitutes violation of
applicable law or regulation); if required under applicable regulations,
Wachovia will amend its TA-1 to disclose its appointment hereunder as a
limited purpose co-transfer agent to the Fund Company;
(d) it is a national bank chartered by the Federal Reserve Board;
(e) all purchases, redemptions and exchanges orders and instructions
received by it on any Business Day and transmitted to the Fund Company for
processing pursuant to this Agency Trading Agreement have been received
prior to the Close of Trading on such Business Day;
(f) all purchases, exchanges and redemptions of Fund shares contemplated
by this Agency Trading Agreement shall be effected in accordance with each
Fund's then current
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prospectus;
(g) it will comply with all applicable state and Federal laws and with the
rules and regulations of authorized regulatory agencies thereunder;
(h) the receipt of any fees by the Wachovia directly or indirectly
relating to the purchase, exchange or redemption of the Funds has been
reviewed by legal counsel to Wachovia and will not constitute a "prohibited
transaction" as such term is defined in Section 406 of the Employee
Retirement Income Security Act of 1974, as amended, and Section 4975 of the
Internal Revenue Code of 1986, as amended, for which an exemption is not
available, and is not otherwise prohibited by any other applicable law,
governing instrument or court order; and
(i) it will promptly notify the Fund Company in the event that it is
unable, for any reason, to perform any of its duties or obligations under
this Agency Trading Agreement or there is a material failure to comply with
in the representation made herein above.
Each of the Fund Company and Fund Affiliate represents, warrants, and
covenants as to itself only and not jointly that:
(a) it has full power and authority under applicable law, and has taken
all action necessary, to enter into and perform its duties and obligations
under this Agency Trading
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Agreement and that by doing so it will no breach or otherwise impair any
other agreement or understanding with any other person, corporation or
other entity;
(b) all purchases, exchanges and redemptions of Fund shares contemplated
by this Agency Trading Agreement shall be effected in accordance with each
Fund's then current prospectus.
(c) it will comply all applicable state and Federal laws and with the
rules and regulations of authorized regulatory agencies thereunder; and
(d) it will promptly notify Wachovia in the event that it is unable, for
any reason, to perform any of its duties or obligations under this Agency
Trading Agreement or there is a material failure to comply with the
representations made herein above.
The Fund Company represents, warrants and covenants as to itself only that
the Funds are registered as investment companies under the 1940 Act and
Fund Shares are registered under the Securities Act of 1933, as amended;
12. INDEMNIFICATION
(a) Wachovia shall indemnify and hold harmless the Fund Company, each of
the Fund Affiliates and their respective officers, directors, partners,
trustees, members, shareholders, employees and agents ("Indemnitees")
against
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any loss, cost, damage, expense, liability or claim including, without
limitations, reasonable legal fees and other out-of-pocket costs of
defending against any such loss, cost, damage, expense, liability or claim,
suffered by all or any of such Indemnitees to the extent arising out of, or
relating to, (i) any actual negligent act or omission or act of intentional
misconduct by Wachovia or its agents relating to this Agency Trading
Agreement or the services rendered hereunder (ii) a material breach of any
of the representations, warranties and covenants made hereunder, (iii) the
failure to timely and property transmit orders and instructions to the Fund
Company (or its affiliates), (iv) cancellation or subsequent correction of
any orders and instructions transmitted to the Fund Company (or its
affiliates), or (v) discrepancies between Participant and Plan balances
maintained by Wachovia and the Account(s) balances maintained by the Fund
Company (or its affiliates) due to errors caused by Wachovia.
(b) Fund Company and each Fund Affiliate shall indemnify and hold harmless
Wachovia and its respective officers, directors, partners, trustees,
shareholders, employees and agents ("Indemnitees") against any loss, cost,
damage, expense, liability or claim including, without limitations,
reasonable legal fees and other out-of-pocket costs of defending against
any such loss, cost, damage, expense, liability or claim, suffered by all
or any of such
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Indemnitees to the extent arising out of, or relating to, (i) any actual
negligent act or omission or act of intentional misconduct by itself or its
own agents performing duties under this Agency Trading Agreement or the
services rendered hereunder, or (ii) a material breach of any of the
representations, warranties and covenants made hereunder.
(c) In performing its respective duties under this Agency Trading
Agreement, each party hereto shall comply with all applicable federal and
state securities laws and regulations and (i) Westcore Trust and each Fund
Affiliate shall fully indemnify Wachovia for any claims or liabilities
suffered by Wachovia or its officers, directors, trustees, employees or
agents (including reasonable legal fees and other out-of-pocket costs of
defending against any such claim or liability or reasonable costs incurred
enforcing this right of indemnification), arising from non-compliance by
itself only with any such laws or regulations and (ii) Wachovia shall fully
indemnify Westcore Trust, and each Fund Affiliate for any claims or
liabilities suffered by any such party or its respective officers arising
from noncompliance by Wachovia or regulators with any such law.
13. FEES AND EXPENSES
Each party shall bear all expenses incidental to the performance of its
duties and obligations under this Agency
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Trading Agreement. Each Fund shall pay the cost of registration of its
Shares with the Securities and Exchange Commission and in any state where
required. The cost of preparing and printing prospectuses, proxy
materials, periodic Fund reports and other similar materials that are
required by law to be sent to shareholders generally shall be paid by the
applicable Fund, and the cost of distributing such items to Plan
Participants or Plan Representatives shall be borne by Wachovia, the Plans
or Plan Representatives, as the case may be.
Wachovia shall not be entitled to any fee from the Fund Company pursuant to
this Agency Trading Agreement.
14. TERMINATION OF AGREEMENT
This Agency Trading Agreement may be terminated at any time by any party
hereto upon thirty (30) days prior written notice to the other party hereto
or upon such shorter notice as is required by law, order or regulatory or
self-regulatory authority with jurisdiction over the terminating party or
at such time as the parties hereto may agree to in writing.
Notwithstanding the foregoing, this Agency Trading Agreement may be
terminated immediately either (i) upon a material breach by any party
hereto not cured within thirty (30) days after notice from another party
hereto or (ii) with respect to a Plan, upon the termination of services by
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Wachovia to any such Plan. The provisions of Section 12 shall survive any
termination of this Agency Trading Agreement.
15. NOTICE
Each notice required by this Agency Trading Agreement shall be given in
writing and delivered personally or mailed by certified mail or courier
service, or sent through electronic or telephonic facilities, to the
intended recipient thereof at the following address or such other address
as one party may give written notice to the other party:
If to Wachovia, to: Wachovia Operational
Services Corporation
000 X. Xxxx Xxxxxx
Xxxxxxx-Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxx
or Xxxxx Grew
(NC-31073)
If to the Fund Company, to: ALPS Mutual Funds
Services, Inc.
000 00xx Xxxxxx,
Xxxxx 0000
Xxxxxx, XX 00000-0000
A notice given in accordance with this Section 15 shall be deemed given
upon actual receipt by the intended recipient thereof.
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16. CONFIDENTIALITY
Except as otherwise provided under this Agency Trading Agreement, all
notifications, reports, books, records, data and other information supplied
by one party to the other in connection with this Agency Trading Agreement
(collectively, "Information") shall remain the property of the party
supplying such information and, except at otherwise provided hereunder,
shall be kept confidential by the other party; provided, however, that
copies of any such information may be retained by a party to the extent
required by applicable law, court order, or the reasonable internal
polices of a party.
Wachovia and the Fund Company and Fund Affiliates acknowledge and
understand the competitive value and confidential nature of internal,
non-public financial and business information of the other parties hereto.
The parties hereto also understand that the information is to be considered
as confidential, proprietary and trade secrets of each other party and its
affiliates. Wachovia and the Fund Company and Fund Affiliates agree to use
their best efforts (the same being not less than that employed to protect
their own confidential and proprietary information) to safeguard such
information and to prevent the unauthorized, negligent or inadvertent use
or disclosure thereof. Except as otherwise provided hereunder, neither
Wachovia nor the Fund Company and Fund Affiliates shall, without the prior
written
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approval of an officer of another affected party, directly or indirectly,
disclose information to any person or business entity except for a limited
number of employees of each party (or their respective affiliates) on a
need-to-know basis. Notwithstanding anything in this Agency Trading
Agreement to the contrary, the parties hereto (or their respective
affiliates) may disclose any such information: (a) as may be legally
required by a court or governmental agency or entity; (b) which is or
becomes available to the general public through no act of, failure to act
by, or fault of, the disclosing party (or its affiliates); (c) which is
subsequently disclosed to a party hereto (or its affiliates) on a
non-confidential basis by a third party not having a confidential
relationship with another party hereto (or its affiliates) which rightfully
acquired such information, or (d) as independently developed by a party
hereto (or its affiliates).
17. COMPLETE AGREEMENT
This Agency Trading Agreement contains the full and complete understanding
of the parties with respect to the subject matter hereof and supersedes all
prior representations, promises, statements, arrangements, agreements,
warranties and understandings among the parties with respect to the subject
matter hereof, whether oral or written, express or implied.
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18. MODIFICATION AND WAIVER
This Agency Trading Agreement may be modified or amended, and its terms may
be waived, only by a writing signed by each of the parties hereto;
provided, however, Schedule I hereto may be amended in writing, without the
need for signatures of the parties hereto, by the fund Company's delivery
of an amended Schedule I to Wachovia at least thirty (30) days in advance
of the effective date of any such amended Schedule I, provided that this
Agreement shall immediately cease to apply with respect to any Fund at such
time as shares of such Fund are no longer offered to the public (except
that this Agreement shall continue to apply with respect to accounts in
such Fund created, and to purchases and redemptions of such Fund made prior
to cessation of public offering).
Any valid waiver of a provision set forth herein shall not constitute a
waiver of any other provision of this Agency Trading Agreement. In
addition, any such waiver shall constitute a present waiver of such
provision only and shall not constitute a permanent, future waiver of such
provision.
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19. COUNTERPARTS
This Agency Trading Agreement may be executed in several counterparts, each
of which shall be an original but all of which together shall constitute
one and the same instrument.
20. ASSIGNMENT
This Agency Trading Agreement shall not be assigned by a party hereto
without the prior written consent of the other parties hereto except that
the Agreement may be assigned to a successor Fund Affiliate for the Funds,
or any of them, if one is appointed without the consent of the other
parties hereto.
21. HEADINGS
The headings of this Agency Trading Agreement are for reference only and
shall not otherwise affect the interpretation or construction hereof.
22. NON-EXCLUSIVITY
Each of the parties hereto acknowledges and agrees that this Agency Trading
Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities. Wachovia further
acknowledges that nothing contained herein shall prohibit the Fund Company
or any affiliate of either from providing
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administrative, sub-accounting, trustee, recordkeeping or similar or
related services to any employee benefit plan (including a Plan) or from
soliciting any such plan or sponsor thereof to enter into any arrangement
with the Fund Company or any affiliate of either for such service.
23. GOVERNING LAW
This Agency Trading Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, without
giving effect to the principles of conflicts of law thereof.
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24. MASSACHUSETTS BUSINESS TRUST
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 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 Trust personally, but 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.
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IN WITNESS WHEREOF, the undersigned have executed this Agency Trading Agreement
by their duly authorized officers as of the date first written above.
By: Wachovia Operational Services Corporation
Name: /s/ Xxxx Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
By: Westcore Trust
Name: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Treasurer
----------------------------------
By: ALPS Mutual Funds Services, Inc.
Name: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Chief Financial Officer
----------------------------------
By: Boston Financial Data Services, Inc.
Name: /s/ Xxxxxxxx Amenddare
-----------------------------------
Title: Client Service Officer
----------------------------------
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SCHEDULE I
TO THE AGENCY TRADING AGREEMENT
Westcore MIDCO Growth Fund*
*Indicates that Fund is a "no-load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.
Westcore Trust
--------------------------------
Name of Fund Company
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------
Title: Treasurer
--------------------------
Date: December 23, 1997
---------------------------
Acknowledged by: Accepted by
ALPS Mutual Funds Services Inc. Wachovia Operational Services Corporation
------------------------------- -------------------------------------------
Name of Fund Affiliate
By:/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx Xxxxxx
------------------------ ---------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxx Xxxxxx
---------------------- --------------------------
Title:Chief Financial Officer Title:Vice President
----------------------- -------------------------
Date: February 27, 1998 Date: December 23, 1997
------------------------ -------------------------
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