TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
WESTCORE TRUST
AND
STATE STREET BANK AND TRUST COMPANY
TABLE OF CONTENTS
Page
1. Terms of Appointment and Duties.................................................................1
2. Financial Intermediaries and Third Party Administrators for Defined
Contribution Plans..............................................................................3
3. Fees and Expenses...............................................................................5
4. Representations and Warranties of the Transfer Agent............................................6
5. Representations and Warranties of the Fund......................................................6
6. Wire Transfer Operating Guidelines..............................................................7
7. Data Access and Proprietary Information.........................................................8
8. Indemnification................................................................................10
9. Standard of Care...............................................................................11
10. Confidentiality ...............................................................................11
11. Covenants of the Fund and the Transfer Agent...................................................13
12. Termination of Agreement.......................................................................14
13. Assignment and Third Party Beneficiaries.......................................................15
14. Subcontractors.................................................................................15
15. Miscellaneous..................................................................................16
16. Additional Funds...............................................................................16
17. Limitations of Liability of the Trustees and Shareholders......................................18
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 17th day of December, 2002, by and between WESTCORE
TRUST, a Massachusetts business trust, having its principal office and place of
business at 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (the "Fund"),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having
its principal office and place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets;
WHEREAS, the Fund presently offers shares in 11 # series, such series shall be
named in the attached Schedule A which may be amended by the parties from time
to time (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Section 16, being herein referred to as a "Portfolio", and collectively as the
"Portfolios"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Transfer Agency Services. Subject to the terms and conditions set forth
in this Agreement, the Fund, on behalf of the Portfolios, hereby
employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as its transfer agent for the Fund's authorized and
issued shares of its beneficial interest ("Shares"), dividend
disbursing agent, custodian of certain retirement plans and agent in
connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus and
statement of additional information ("prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program. In accordance
with procedures established from time to time by agreement between the
Fund on behalf of each of the Portfolios, as applicable and the
Transfer Agent, the Transfer Agent agrees that it will perform the
following services:
(a) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the Declaration of Trust
of the Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares
and hold such Shares in the appropriate Shareholder account;
(c) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(d) In respect to the transactions in items (a), (b) and (c) above, the
Transfer Agent shall execute transactions directly with broker-dealers
and other financial institutions authorized by the Fund who shall
thereby be deemed to be acting on behalf of the Fund;
(e) At the appropriate time as and when it receives monies paid to it
by the Custodian with respect to any redemption, pay over or cause to
be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon
receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions
declared by the Fund on behalf of the applicable Portfolio;
(h) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting
the Transfer Agent and the Fund, and the Transfer Agent at its option,
may issue replacement certificates in place of mutilated stock
certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain pursuant to
SEC Rule 17Ad-10(e) a record of the total number of Shares of the Fund
which are authorized, based upon data provided to it by the Fund, and
issued and outstanding. The Transfer Agent shall also provide the Fund
on a regular basis with the total number of Shares which are authorized
and issued and outstanding and shall have no obligation, when recording
the issuance of Shares, to monitor the issuance of such Shares or to
take cognizance of any laws relating to the issue or sale of such
Shares, which functions shall be the sole responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in
contravention of, the services set forth in the above paragraph, the
Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain
retirement plans and, as relevant, agent in connection with
accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing Shareholder
proxies, Shareholder reports and prospectuses to current Shareholders,
withholding taxes on U.S. resident and non-resident alien accounts and
maintaining records with respect to such withholding, preparing and
filing U.S. Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by federal
authorities for all Shareholders, preparing and
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mailing confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity
statements for Shareholders, and providing Shareholder account
information;
(b) Control Book (also known as "Super Sheet"). Maintain a daily record
and produce a daily report for the Fund of all transactions and
receipts and disbursements of money and securities and deliver a copy
of such report for the Fund for each business day to the Fund no later
than 9:00 AM Eastern Time, or such earlier time as the Fund may
reasonably require, on the next business day;
(c) "Blue Sky" Reporting. The Fund shall (i) identify to the Transfer
Agent in writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system prior to
activation and thereafter monitor the daily activity for each State.
The responsibility of the Transfer Agent for the Fund's blue sky State
registration status is solely limited to the initial establishment of
transactions subject to blue sky compliance by the Fund and providing a
system which will enable the Fund to monitor the total number of Shares
sold in each State;
(d) National Securities Clearing Corporation (the "NSCC"). (i) accept
and effectuate the registration and maintenance of accounts through
Networking and the purchase, redemption, transfer and exchange of
shares in such accounts through Fund/SERV (Networking and Fund/SERV
being programs operated by the NSCC on behalf of NSCC's participants,
including the Fund), in accordance with, instructions transmitted to
and received by the Transfer Agent by transmission from NSCC on behalf
of broker-dealers and banks which have been established by, or in
accordance with the instructions of authorized persons, as hereinafter
defined on the dealer file maintained by the Transfer Agent; (ii) issue
instructions to Fund's banks for the settlement of transactions between
the Fund and NSCC (acting on behalf of its broker-dealer and bank
participants); (iii) provide account and transaction information from
the affected Fund's records on DST Systems, Inc. computer system TA2000
("TA2000 System") in accordance with NSCC's Networking and Fund/SERV
rules for those broker-dealers; and (iv) maintain Shareholder accounts
on TA2000 System through Networking;
(e) New Procedures. New procedures as to who shall provide certain of
these services in Section 1 may be established in writing from time to
time by agreement between the Fund and the Transfer Agent. Pursuant to
such agreement the Transfer Agent may at times perform only a portion
of these services and the Fund or its agent may perform these services
on the Fund's behalf; and
2. Financial Intermediaries and Third Party Administrators for Defined
Contribution Plans
2.1 The Shares will be available through Financial Intermediaries ("FI")
who provide shareholder services for their clients and who may hold
their clients' assets in omnibus accounts or level 3 networking
accounts ("FI Accounts"). For FI Accounts administered by third party
administrators for defined contribution plans, the procedures set forth
in Section 2.4 shall apply.
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2.2 In accordance with the procedures agreed upon by the Fund and the
Transfer Agent in Schedule 2.1, the Transfer Agent shall:
(a) Treat FI Accounts as omnibus accounts unless otherwise requested
by the Fund (either on a case-by-case basis or according to
guidelines agreed upon by the Fund and the Transfer Agent);
(b) Maintain omnibus accounts on its records in the name of the FIs
for the benefit of their clients; and
(c) Perform all services under Section 1 as transfer agent of the
Funds and not as recordkeepers or trustees for the FI Accounts.
2.3 The Fund may decide to make available to certain of its customers, a
qualified plan program (the "Program") pursuant to which the customers
("Employers") may adopt certain plans of deferred compensation ("Plan
or Plans") for the benefit of the individual Plan participant (the
"Plan Participant"), such Plan(s) being qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended ("Code") and
administered by third party administrators which may be plan
administrators as defined in the Employee Retirement Income Security
Act of 1974, as amended (the "TPA(s)").
2.4 In accordance with the procedures established in the initial Schedule
2.1 entitled "Financial Intermediaries and Third Party Administrator
Procedures", as may be amended by the Fund and the Transfer Agent from
time to time ("Schedule 2.1"), the Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name
of the trustees, Plans or TPAs as the case may be as omnibus
accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA
or its designee as the Trustee for the benefit of the Plan; and
(c) Perform all services under Section 1 as transfer agent of the
Funds and not as a record-keeper for the Plans.
2.5 Transactions identified under Section 2.5 of this Agreement shall be
deemed exception services ("Exception Services") when such
transactions:
(a) Require the Transfer Agent to use methods and procedures other
than those usually employed by the Transfer Agent to perform
services under Section 1 of this Agreement.
(b) Involve the provision of information to the Transfer Agent after
the commencement of the nightly processing cycle of the TA2000
System; or
(c) Require more manual intervention by the Transfer Agent, either in
the entry of data or in the modification or amendment of reports
generated by the TA2000 System than is usually required by
non-retirement plan and pre-nightly transactions.
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3. Fees and Expenses
3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to
this Agreement, the Fund agrees to pay the Transfer Agent an annual
maintenance fee for each Shareholder account as set forth in the
attached fee schedule ("Schedule 3.1"). Such fees and out-of-pocket
expenses and advances identified under Section 3.2 below may be changed
from time to time subject to mutual written agreement between the Fund
and the Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1
above, the Fund agrees to reimburse the Transfer Agent for reasonable
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing
and tabulating proxies, records storage, or advances incurred by the
Transfer Agent for the items set out in Schedule 3.1 attached hereto.
In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Fund, will be reimbursed by the
Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and
other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Fund at least seven (7) days prior to the mailing
date of such materials.
3.4 Invoices. The Fund agrees to pay all fees and reimbursable expenses
within thirty (30) days following the receipt of the respective billing
notice, except for any fees or expenses that are subject to good faith
dispute. In the event of such a dispute, the Fund may only withhold
that portion of the fee or expense subject to the good faith dispute.
The Fund shall notify the Transfer Agent in writing within twenty-one
(21) calendar days following the receipt of each billing notice if the
Fund is disputing any amounts in good faith. If the Fund does not
provide such notice of dispute within the required time, the billing
notice will be deemed accepted by the Fund. The Fund shall settle such
disputed amounts within ten (10) business days from the day on which
the parties agree on the amount to be paid, or at such later date as
may be agreed upon by the Transfer Agent, by payment of the agreed
amount. If no agreement is reached, then such disputed amounts shall be
settled as may be required by law or legal process.
3.5 Cost of Living Adjustment. Following each term, unless the parties
shall otherwise agree and provided that the service mix and volumes
remain consistent as previously provided in the previous term, the
total fee for all services shall equal the fee that would be charged
for the same services based on a fee rate (as reflected in a fee rate
schedule) increased by the percentage increase for the twelve-month
period of such previous calendar year of the Consumer Price Index for
Urban Wage Earners and Clerical Workers, for the Boston area, as
published bimonthly by the United States Department of Labor, Bureau of
Labor Statistics, or, in the event that publication of such Index is
terminated, any successor or substitute index, appropriately adjusted,
acceptable to both parties.
3.6 Late Payments. If any undisputed amount in an invoice of the Transfer
Agent (for fees or reimbursable expenses) is not paid when due, the
Fund shall pay the Transfer Agent interest thereon (from the due date
to the date of payment) at a per annum rate equal to
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one percent (1.0%) plus the Prime Rate (that is, the base rate on
corporate loans posted by large domestic banks) published by The Wall
Street Journal (or, in the event such rate is not so published, a
reasonably equivalent published rate selected by the Fund) on the first
day of publication during the month when such amount was due.
Notwithstanding any other provision hereof, such interest rate shall be
no greater than permitted under applicable provisions of Massachusetts
law.
4. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
4.1 It is a trust company duly organized and existing and in good standing
under the laws of The Commonwealth of Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of
Massachusetts.
4.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4.6 It is registered as a transfer agent under the Securities Exchange Act
of 1934, as amended.
5. Representations and Warranties of the Fund
The Fund represents and warrants to the Transfer Agent that:
5.1 It is a business trust duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
5.2 It is empowered under applicable laws and by its Declaration of Trust
and Code of Regulations to enter into and perform this Agreement.
5.3 All trust proceedings required by said Declaration of Trust and Code of
Regulations have been taken to authorize it to enter into and perform
this Agreement.
5.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
5.5 A registration statement under the Securities Act of 1933, as amended
is currently effective and will remain effective, and appropriate state
securities law filings have been made and will continue to be made,
with respect to all Shares of the Fund being offered for sale.
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6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code
6.1 Obligation of Sender. The Transfer Agent is authorized to promptly
debit the appropriate Fund account(s) upon the receipt of a payment
order in compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that
the Transfer Agent has been instructed to transfer. The Transfer Agent
shall execute payment orders in compliance with the Security Procedure
and with the Fund instructions on the execution date provided that such
payment order is received by the customary deadline for processing such
a request, unless the payment order specifies a later time. All payment
orders and communications received after the customary deadline will be
deemed to have been received the next business day.
6.2 Security Procedure. The Fund acknowledges that the Security Procedure
it has designated on the Fund Selection Form was selected by the Fund
from security procedures offered by the Transfer Agent. The Fund shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated to the Transfer Agent
in writing. The Fund must notify the Transfer Agent immediately if it
has reason to believe unauthorized persons may have obtained access to
such information or of any change in the Fund's authorized personnel.
The Transfer Agent shall verify the authenticity of all Fund
instructions according to the Security Procedure.
6.3 Account Numbers. The Transfer Agent shall process all payment orders on
the basis of the account number contained in the payment order. In the
event of a discrepancy between any name indicated on the payment order
and the account number, the account number shall take precedence and
govern.
6.4 Rejection. The Transfer Agent reserves the right to decline to process
or delay the processing of a payment order which (a) is in excess of
the collected balance in the account to be charged at the time of the
Transfer Agent's receipt of such payment order; (b) if initiating such
payment order would cause the Transfer Agent, in the Transfer Agent's
sole judgement, to exceed any volume, aggregate dollar, network, time,
credit or similar limits which are applicable to the Transfer Agent; or
(c) if the Transfer Agent, in good faith, is unable to satisfy itself
that the transaction has been properly authorized.
6.5 Cancellation Amendment. The Transfer Agent shall use reasonable best
efforts to act on all authorized requests to cancel or amend payment
orders received in compliance with the Security Procedure provided that
such requests are received in a timely manner affording the Transfer
Agent reasonable opportunity to act. However, the Transfer Agent
assumes no liability if the request for amendment or cancellation
cannot be satisfied.
6.6 Errors. The Transfer Agent shall assume no responsibility for failure
to detect any erroneous payment order provided that the Transfer Agent
complies with the payment order instructions as received and the
Transfer Agent complies with the Security Procedure. The Security
Procedure is established for the purpose of authenticating payment
orders only and not for the detection of errors in payment orders.
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6.7 Interest. The Transfer Agent shall assume no responsibility for lost
interest with respect to the refundable amount of any unauthorized
payment order, unless the Transfer Agent is notified of the
unauthorized payment order within thirty (30) days of notification by
the Transfer Agent of the acceptance of such payment order.
6.8 ACH Credit Entries/Provisional Payments. When the Fund initiates or
receives Automated Clearing House credit and debit entries pursuant to
these guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, the
Transfer Agent will act as an Originating Depository Financial
Institution and/or Receiving Depository Financial Institution, as the
case may be, with respect to such entries. Credits given by the
Transfer Agent with respect to an ACH credit entry are provisional
until the Transfer Agent receives final settlement for such entry from
the Federal Reserve Bank. If the Transfer Agent does not receive such
final settlement, the Fund agrees that the Transfer Agent shall receive
a refund of the amount credited to the Fund in connection with such
entry, and the party making payment to the Fund via such entry shall
not be deemed to have paid the amount of the entry.
6.9 Confirmation. Confirmation of Transfer Agent's execution of payment
orders shall ordinarily be provided within twenty four (24) hours
notice of which may be delivered through the Transfer Agent's
proprietary information systems, or by facsimile or call-back. Fund
must report any objections to the execution of an order within thirty
(30) days.
7. Data Access and Proprietary Information
7.1 The Fund acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Transfer Agent as
part of the Fund's ability to access certain Fund-related data
("Customer Data") maintained by the Transfer Agent on databases under
the control and ownership of the Transfer Agent or other third party
("Data Access Services") constitute copyrighted, trade secret, or other
proprietary information (collectively, "Proprietary Information") of
substantial value to the Transfer Agent or other third party. In no
event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the
Transfer Agent and further agrees that it shall not divulge any
Proprietary Information to any person or organization except as may be
provided hereunder. Without limiting the foregoing, the Fund agrees for
itself and its employees and agents to:
(a) Use such programs and databases (i) solely on computers of agents
who have been authorized by the Fund, or (ii) solely from equipment at
the location agreed to between the Fund and the Transfer Agent and
(iii) solely in accordance with the Transfer Agent's applicable user
documentation;
(b) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing on the Fund's computer(s)), the
Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner
8
of such fact and dispose of such information in accordance with the
Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the
Transfer Agent's computer to the Fund's terminal to be retransmitted to
any other computer terminal or other device except as expressly
permitted by the Transfer Agent (such permission not to be unreasonably
withheld);
(e) Allow the Fund to have access only to those authorized transaction
processing functions as agreed to between the Fund and the Transfer
Agent; and
(f) Honor all reasonable written requests made by the Transfer Agent to
protect at the Transfer Agent's expense the rights of the Transfer
Agent in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent; or (iii) are already in the
possession of the receiving party at the time of receipt without
obligation of confidentiality or breach of this Agreement; (iv) are
subsequently disclosed to a party hereto (or 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 (v) as independently developed
by a party hereto.
7.3 The Fund acknowledges that its obligation to protect the Transfer
Agent's Proprietary Information is essential to the business interest
of the Transfer Agent and that the disclosure of such Proprietary
Information in breach of this Agreement would cause the Transfer Agent
immediate, substantial and irreparable harm, the value of which would
be extremely difficult to determine. Accordingly, the parties agree
that, in addition to any other remedies that may be available in law,
equity, or otherwise for the disclosure or use of the Proprietary
Information in breach of this Agreement, the Transfer Agent shall be
entitled to seek and obtain a temporary restraining order, injunctive
relief, or other equitable relief against the continuance of such
breach.
7.4 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently
issued user documentation for such services, the Transfer Agent shall
make reasonable best efforts to correct such failure in a timely
manner. Organizations from which the Transfer Agent may obtain certain
data included in the Data Access Services are solely responsible for
the contents of such data and the Fund agrees to make no claim against
the Transfer Agent arising out of the contents of such third-party
data, including, but not limited to, the accuracy thereof. The Transfer
Agent agrees to comply with all reasonable requests for assistance from
the Fund in resolving any claim or other discrepancy the Fund may have
with such third party organizations DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION
THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. PROVIDED THAT
THE TRANSFER AGENT SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY IN OR
OTHER FAILURE OR PERFORMANCE THAT ARISES AS A RESULT OF A MATTER
REASONABLY WITHIN THE
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TRANSFER AGENT'S CONTROL. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
7.5 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent in order to (i)
effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the
Transfer Agent shall be entitled to rely on the validity and
authenticity of such instruction without undertaking any further
inquiry as long as such instruction is undertaken in conformity with
reasonable security procedures established by the Transfer Agent from
time to time.
7.6 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.
8. Indemnification
8.1 The Transfer Agent shall not be responsible for, and the Fund shall
indemnify and hold the Transfer Agent harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement (including the defense
of any law suit in which the Transfer Agent or affiliate is a named
party), provided that such actions are taken in good faith and without
negligence or willful misconduct;
(b) The Fund's lack of good faith, negligence or willful misconduct;
(c) The reliance upon, and any subsequent use of or action taken or
omitted, by the Transfer Agent, or its agents or subcontractors on: (i)
any information, records, documents, data, stock certificates or
services, which are received by the Transfer Agent or its agents or
subcontractors by machine readable input, facsimile, CRT data entry,
electronic instructions or other similar means authorized by the Fund
in writing, and which have been prepared, maintained or performed by
the Fund or any other person or firm on behalf of the Fund including
but not limited to any broker-dealer, TPA or previous transfer agent;
(ii) any instructions or requests of the Fund or any of its officers
reasonably believed by the Transfer Agent to be authorized by the
Fund's Board of Trustees; (iii) any instructions or opinions of legal
counsel with respect to any matter arising in connection with the
services to be performed by the Transfer Agent under this Agreement
which are provided to the Transfer Agent after consultation with such
legal counsel; or (iv) any paper or document, reasonably believed to be
genuine, authentic, and signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered
or in violation of any stop order or other determination or ruling by
any federal or any state agency with respect to the offer or sale of
such Shares;
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(e) The negotiation and processing of any checks including without
limitation for deposit into the Fund's demand deposit account
maintained by the Transfer Agent, excluding checks not made payable to
the order of the Fund, the Fund's management company, custodian,
transfer agent or distributor or the retirement account custodian or
trustee for a plan account investing in Shares (such checks are
commonly known as "third party checks") which checks are tendered to
the Bank for the purchase of Shares; or
(f) Upon the Fund's request entering into any agreements required by
the NSCC for the transmission of Fund or Shareholder data through the
NSCC clearing systems.
8.2 In order that the indemnification provisions contained in this Section
8 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Transfer Agent, the Transfer Agent shall
promptly notify the Fund of such assertion, and shall keep the Fund
advised with respect to all developments concerning such claim. The
Fund shall have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in its own
name or in the name of the Transfer Agent. The Transfer Agent shall in
no case confess any claim or make any compromise in any case in which
the Fund may be required to indemnify the Transfer Agent except with
the Fund's prior written consent.
9. Standard of Care
The Transfer Agent shall at all times act in good faith and agrees to
use its best efforts within reasonable limits to ensure the accuracy of
all services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or damage due to
errors, including encoding and payment processing errors, unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees or agents. According to mutually agreed upon
procedures, the Transfer Agent agrees to use reasonable efforts with
regard to the processing of investments checks. The parties agree that
any encoding or payment processing errors shall be governed by this
standard of care and Section 4-209 of the Uniform Commercial Code is
superseded by Section 9 of this Agreement. This standard of care also
shall apply to Exception Services, as defined in Section 2.5 herein,
but such application shall take into consideration the manual
processing involved in, and time sensitive nature of, Exception
Services.
10. Confidentiality
10.1 The Transfer Agent and the Fund agree that they will not, at any time
during the term of this Agreement or after its termination, reveal,
divulge, or make known to any person, firm, corporation or other
business organization, any Shareholders' or customers' lists, trade
secrets, cost figures and projections, profit figures and projections,
or any personal information of the Fund's shareholders or other secret
or confidential information whatsoever, whether of the Transfer Agent
or of the Fund, used or gained by the Transfer Agent or the Fund during
performance under this Agreement. For purposes of this Agreement,
Confidential Information shall also include:
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(a) Any data or information that is competitively sensitive material,
and not generally known to the public, including but not limited to,
information about product plans, marketing strategies, finance,
operations, customer relationship, customer profiles, Shareholder
personal information, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or the Transfer Agent, their respective
affiliates and customers, shareholders, clients and suppliers of any of
them;
(b) Any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or the
Transfer Agent a competitive advantage over its competitors;
(c) All confidential or proprietary concepts, documentation, reports,
data specifications, computer software, source code, object code, flow
charts, databases, inventions, know-how and trade secrets, whether or
not patentable or copyrightable; and
(d) Information that the Fund is required to keep confidential pursuant
to agreements with third party service providers.
Confidential information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without
breach of this Agreement; (ii) are released for general disclosure by a
written release by the Transfer Agent or the Fund, as the case may be;
(iii) are already in the possession of the receiving party at the time
of receipt without obligation of confidentiality or breach of this
Agreement; (iv) are subsequently disclosed to a party hereto on a
non-confidential basis by a third party that is not bound by an
agreement of non disclosure or confidentiality with another party
hereto or its affiliates, which rightfully acquired such information;
or (v) are independently developed by a party hereto.
The Fund and the Transfer Agent further covenant and agree to retain
all such knowledge and information acquired during and after the term
of this Agreement respecting such lists, trade secrets, or any secret
or confidential information whatsoever in trust for the sole benefit of
the Transfer Agent or the Fund and their successors and assigns. In the
event of breach of the foregoing by either party, the remedies provided
by Section 7.3 shall be available to the party whose confidential
information is disclosed in addition to any other remedies permitted by
law. The above prohibition of disclosure shall not apply to the extent
that the Transfer Agent must disclose such data to its sub-contractor
or Fund agent for purposes of providing services under this Agreement.
10.2 In the event that any requests or demands are made for the inspection
of the Shareholder records of the Fund, other than request for records
of Shareholders pursuant to standard subpoenas from state or federal
government authorities (i.e., divorce and criminal actions), the
Transfer Agent will use reasonable efforts to notify the Fund to the
extent legally permitted and to secure instructions from an authorized
officer of the Fund as to such inspection. The Transfer Agent expressly
reserves the right, however, to exhibit the Shareholder records to any
person whenever it is advised by counsel that it may be held liable for
the failure to exhibit the Shareholder records to such person or if
required by law or court order.
12
10.3 The Fund and the Transfer Agent shall each comply with all applicable
laws, rules and regulations relating to privacy, confidentiality, data
security and the handling of personal financial information applicable
to it that may be established from time to time, including but not
limited to the Xxxxx-Xxxxx-Xxxxxx Act and Securities and Exchange
Commission Regulation S-P (17 CFR Part 248) promulgated thereunder.
11. Covenants of the Fund and the Transfer Agent
11.1 The Fund shall promptly furnish to the Transfer Agent the following:
(a) A certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) A copy of the Declaration of Trust and By-Laws of the Fund and all
amendments thereto.
11.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Fund for safekeeping of
stock certificates, check forms and facsimile signature imprinting
devices, if any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
11.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable as
required by applicable laws, rules and regulations. To the extent
required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Transfer Agent agrees that all
such records prepared or maintained by the Transfer Agent relating to
the services to be performed by the Transfer Agent hereunder are the
property of the Fund and will be preserved, maintained and made
available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
11.4 The Transfer Agent shall provide assistance to and cooperate with the
Fund's internal or external auditors in connection with any
Fund-directed audits. The Transfer Agent shall provide such assistance
in accordance with reasonable procedures and at reasonable frequencies,
which shall not exceed twice each calendar year unless otherwise agreed
to by the parties, and the Fund shall provide reasonable advance notice
to the Transfer Agent of such audits. For purposes of such audits, at
the request of the Fund, the Transfer Agent will use reasonable efforts
to make available, during normal business hours, all required records,
data and operating processes for review by such auditors. On an annual
basis, the Transfer Agent will provide the Fund with copies of its SAS
70 report. The Fund understands and agrees that its auditors will be
required by the Transfer Agent to execute a confidentiality agreement
prior to being given access to such records, data and operating
processes.
13
12. Termination of Agreement
12.1 Term. The term of this Agreement shall be one (1) year ("term") from
the date first stated above unless terminated pursuant to the
provisions of this Section 12. This Agreement will renew automatically
from year to year. This Agreement may be terminated by either party
upon ninety (90) days' written notice to the other party. No later than
ninety (90) days before the expiration of each term the parties to this
Agreement will agree upon a Fee Schedule for the upcoming term.
Otherwise, the fees shall be increased pursuant to Section 3.5 of this
Agreement. In the event of the termination of this Agreement, the terms
of this Agreement shall continue in effect until the date that the
Deconversion (defined below) of the Fund is completed.
12.2 Early Termination; Deconversion. In the event that this Agreement is
terminated, the Transfer Agent agrees that, in order to provide for
uninterrupted service to the Fund, the Transfer Agent, at the Fund's
request, shall offer reasonable assistance to the Fund in converting
the records of the Fund from the Transfer Agent's systems to whatever
services or systems are selected by the Fund (the "Deconversion"). As
used herein "reasonable assistance" and "transitional assistance" shall
not include requiring the Transfer Agent (i) to assist any new service
or system provider (the "new agent") to modify, to alter, to enhance,
or to improve the new agent's system, or to provide any new
functionality to the new agent's system, (ii) to disclose any
Proprietary Information of the Transfer Agent, or (iii) to develop
Deconversion software, to modify any Transfer Agent software, or to
otherwise alter the format of the data as maintained on any Transfer
Agent's systems. Notwithstanding anything contained in this Agreement
to the contrary, should the Fund desire to carry out such Deconversion
prior to the expiration of the term or without the required notice, the
Transfer Agent shall make a good faith effort to facilitate the
conversion on such date; however, there can be no guarantee or
assurance that the Transfer Agent will be able to complete a
Deconversion by such requested date.
12.3 Fees and Expenses upon Termination. During the term of this Agreement,
should either party exercise its right to terminate, all reasonable
out-of-pocket expenses or costs associated with the movement of records
and material will be borne by the Fund. Additionally, the Transfer
Agent reserves the right to charge for any other reasonable expenses
associated with such termination. In the event of termination of this
Agreement, the Fund agrees to pay the Transfer Agent promptly all
amounts due the Transfer Agent hereunder for services performed and
reasonable out-of-pocket expenditures incurred prior to such
termination.
12.4 Confidential Information. Upon termination of this Agreement, each
party shall return to the other party all copies of confidential or
proprietary materials or information received from such other party
hereunder, other than materials or information required to be retained
by such party under applicable laws or regulations.
12.5 Termination by the Fund. The Fund, in addition to any other rights and
remedies, shall have the right to terminate this Agreement upon the
occurrence of (i) the bankruptcy of the Transfer Agent or the
appointment of a receiver therefor if such proceedings are not
dismissed within 21 days of being brought, or (ii) the material failure
by the Transfer Agent to perform its duties and obligations under this
Agreement or a material breach of this Agreement by the Transfer Agent.
With respect to (i), the termination shall be
14
effective at any time specified in a written notice from the Fund to
the Transfer Agent. With respect to (ii), the Fund shall provide the
Transfer Agent with written notice identifying such failure or breach
and stating its intention to terminate the Agreement in ninety (90)
days from the date of such notice if such failure or breach has not
been cured by the Transfer Agent within thirty (30) days after receipt
of such written notice from the Fund.
12.6 Termination by the Transfer Agent. The Transfer Agent, in addition to
any other rights and remedies, shall have the right to terminate this
Agreement upon the occurrence at any time of (i) the bankruptcy of the
Fund or the appointment of a receiver therefor if such proceedings are
not dismissed within 21 days of being brought, or (ii) the material
failure by the Fund to perform its duties and obligations under this
Agreement or a material breach of this Agreement by the Fund. With
respect to (i), the termination shall be effective at any time
specified in a written notice from the Transfer Agent to the Fund. With
respect to (ii), the Transfer Agent shall provide the Fund with written
notice identifying such failure or breach and stating its intention to
terminate the Agreement in ninety (90) days from the date of such
notice if such failure or breach has not been cured by the Fund within
thirty (30) days after receipt of such written notice from the Transfer
Agent.
13. Assignment and Third Party Beneficiaries
13.1 Except as provided in Section 14.1 below neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party. Any attempt to do so in
violation of this Section shall be void. Unless specifically stated to
the contrary in any written consent to an assignment, no assignment
will release or discharge the assignor from any duty or responsibility
under this Agreement.
13.2 Except as explicitly stated elsewhere in this Agreement, nothing under
this Agreement shall be construed to give any rights or benefits in
this Agreement to anyone other than the Transfer Agent and the Fund,
and the duties and responsibilities undertaken pursuant to this
Agreement shall be for the sole and exclusive benefit of the Transfer
Agent and the Fund. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective permitted successors and
assigns.
13.3 This Agreement does not constitute an agreement for a partnership or
joint venture between the Transfer Agent and the Fund. Other than as
provided in Section 14.1 and Schedule 1.2(f), neither party shall make
any commitments with third parties that are binding on the other party
without the other party's prior written consent.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with (i) Boston Financial
Data Services, Inc., a Massachusetts corporation ("Boston Financial")
which is duly registered as a transfer agent pursuant to Section
17A(c)(2) of the Securities Exchange Act of 1934, as amended, (ii) a
Boston Financial subsidiary duly registered as a transfer agent or
(iii) a Boston Financial affiliate duly registered as a transfer agent;
provided, however, that the
15
Transfer Agent shall be fully responsible to the Fund for the acts and
omissions of Boston Financial or its subsidiary or affiliate as it is
for its own acts and omissions.
14.2 Nothing herein shall impose any duty upon the Transfer Agent in
connection with or make the Transfer Agent liable for the actions or
omissions to act of unaffiliated third parties such as by way of
example and not limitation, Airborne Services, Federal Express, United
Parcel Service, the U.S. Mails, the NSCC and telecommunication
companies, provided, if the Transfer Agent selected such company, the
Transfer Agent shall have exercised due care in selecting the same.
15. Miscellaneous
15.1 Amendment. This Agreement may be amended or modified by a written
agreement executed by both parties and, if material, authorized or
approved by a resolution of the Board of Trustees of the Fund.
15.2 Massachusetts Law to Apply. This Agreement shall be construed and the
provisions thereof interpreted under and in accordance with the laws of
The Commonwealth of Massachusetts.
15.3 Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
strikes, equipment or transmission failure or damage reasonably beyond
its control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages resulting
from such failure to perform or otherwise from such causes. In the
event of a disaster rendering the Transfer Agent's systems or
facilities inoperable, the Transfer Agent will use all reasonable
efforts to continue to provide services to the Fund in accordance with
the Transfer Agent's then current Business Contingency plan, which
includes such general back-up facilities as the Transfer Agent
reasonably determines to be appropriate.
15.4 Consequential Damages. Neither party to this Agreement shall be liable
to the other party for special, indirect or consequential damages under
any provision of this Agreement or for any special, indirect or
consequential damages arising out of any act or failure to act
hereunder.
15.5 Survival. All provisions regarding indemnification, warranty,
liability, and limits thereon, and confidentiality and/or protections
of proprietary rights and trade secrets shall survive the termination
of this Agreement.
15.6 Severability. If any provision or provisions of this Agreement shall be
held invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be
affected or impaired.
15.7 Priorities Clause. In the event of any conflict, discrepancy or
ambiguity between the terms and conditions contained in this Agreement
and any Schedules or attachments hereto, the terms and conditions
contained in this Agreement shall take precedence.
16
15.8 Waiver. No waiver by either party or any breach or default of any of
the covenants or conditions herein contained and performed by the other
party shall be construed as a waiver of any succeeding breach of the
same or of any other covenant or condition.
15.9 Merger of Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with
respect to the subject matter hereof whether oral or written.
15.10 Counterparts. This Agreement may be executed by the parties hereto on
any number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
15.11.Reproduction of Documents. This Agreement and all schedules, exhibits,
attachments and amendments hereto may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process. The parties hereto each agree
that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether
or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction shall likewise
be admissible in evidence.
15.12 Notices. All notices and other communications as required or permitted
hereunder shall be in writing and sent by first class mail, postage
prepaid, addressed as follows or to such other address or addresses of
which the respective party shall have notified the other.
(a) If to State Street Bank and Trust Company,
to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
0 Xxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Fax: 000-000-0000
With a copy to:
Xxxxxxxx Xxxxxxxxxx
Via Fax: 000-000-0000
(b) If to the Fund, to:
Attention: Xxxxxx X. Xxxxxx
c/o Denver Investment Advisors LLC
0000 Xxxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Fax: 000-000-0000
With a copy to:
W. Xxxxx XxXxxxxx, Esq.
Drinker Xxxxxx & Xxxxx LLP
One Xxxxx Square
00xx xxx Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Fax: 000-000-0000
17
16. Additional Funds
In the event that the Fund establishes one or more series of Shares, in
addition to those listed on the attached Schedule A, with respect to
which it desires to have the Transfer Agent render services as transfer
agent under the terms hereof, it shall so notify the Transfer Agent in
writing, and if the Transfer Agent agrees in writing to provide such
services, such series of Shares shall become a Portfolio hereunder.
17. Limitations of Liability of the Trustees and Shareholders
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 as amended
July 16, 1990 and as may be further amended from time to time 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 principle
office of the Trust. The obligations of "Westcore Trust" entered into
in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such
capacities, and are not binding upon 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
STATE STREET BANK AND TRUST COMPANY WESTCORE TRUST
By: By:
------------------------------------ --------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
------------------------------------ --------------------------------------
Title: Executive Vice President Title: President
------------------------------------ --------------------------------------
Attest: Attest:
------------------------------------ --------------------------------------
Name: Name: Xxxxxx X. Xxxxxx
------------------------------------ --------------------------------------
18
SCHEDULE A
Fund List
Black Rock Money Market Fund
Growth Fund
Plus Bond Fund
MIDCO Growth Fund
Blue Chip Fund
Small Cap Opportunity Fund
Flexible Income Fund
Colorado Tax Exempt Fund
Mid Cap Opportunity Fund
International Frontier Fund
Small-Cap Growth Fund
Select Fund
19
SCHEDULE 2.1
FINANCIAL INTERMEDIARIES AND THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated: December 17, 2002
Purpose: On each day on which both the New York Stock
Exchange and the Fund are open for business
(a "Business Day"), the FI/TPA(s) shall
receive, on behalf of and as agent of the
Fund, Instructions (as hereinafter defined)
from their client/the Plan. Instructions
shall mean as to each Fund (i) orders for
the purchases of Shares, and (ii) requests
for the redemption of Shares. Each Business
Day on which the FI/TPA receives
Instructions shall be a "Trade Date".
The Fund has contracts with FIs and/or TPAs
to accept trades T+1. These procedures serve
to document agreed upon deadlines to support
the processing requirements for the Transfer
Agent. These agreed-upon procedures reflect
the time frames that the Transfer Agent is
following in its day-to-day operations and
which the Fund may reasonably expect the
Transfer Agent to generally apply; provided,
however, the parties agree that the
procedural time frames are not guaranteed
and may not be achievable under all
circumstances. In the event that one of the
foregoing procedural time frames can not be
met, the Transfer Agent shall notify the
Fund and request instructions and the
parties shall coordinate and cooperate to
resolve the matter.
Trade Notification: Notification of T+1 trading must be received
9:30 a.m. T+1 via facsimile by the Transfer Agent no later
than 9:30 ET in order to estimate. FI/TPA
must call to verify receipt of facsimile.
The Transfer Agent will notify FI/TPA if
expected trade sheet is not received.**
Trade Estimate The Transfer Agent will estimate
10:30 a.m. T+1 transaction(s) based on trade notifications
received by deadline using its estimate
compiler system prior to the 10:30 a.m. ET
estimate deadline.**
Purchase Settlement FI/TPA will send Federal Wires to the Fund's
3:00 p.m. T+1 (Best Efforts) Demand Deposit Account (DDA) to settle
purchases, making a best effort by 3:00 p.m.
ET on T+1.**
20
Redemption Settlement: The Transfer Agent will release the
1:00 p.m. T+1 (Best Efforts) redemption proceeds via Federal Wire to
designated Financial Institution listed on
the FI/TPA account record, making a best
effort, by 1:00 p.m. ET T+1 (with the
exception of Xxxxxxx Xxxxxx and Xxxxx Xxxxxx
that have a set deadline of 1:00 PM and the
Fidelity best efforts deadline of 12:00 p.m.
ET). If redemption trade notification
received from FI/TPA exceeds balance of
their account the Transfer Agent will
contact FI/TPA for instruction. If an
aggregate wire is used to settle redemption
proceeds an account/fund breakdown is
provided to TPA if requested.
Confirmation: Confirmations will be mailed within SEC
standards. FI/TPAs are given access via
Vision, NSCC and Customer Service to obtain
trade confirmation T+1 and account balance
T+2. Statements must be provided to Fidelity
monthly by 10th business day of the month
following and quarterly for all FI/TPA by
15th of the month following quarter end.
Dividends: The FI/TPA omnibus accounts have dividends
coded to reinvest in the Funds. In order to
support any cash distribution requests for
the FI/TPA underlying account base the
FI/TPA must send a trade notification to the
Transfer Agent. The FI/TPA will provide
trade notification by estimate deadline on
next business day following receipt of
reinvest price per share to liquidate shares
necessary to pay their customers with cash
distributions. The Transfer Agent will treat
these trade notifications as redemptions and
follow the process indicated above.
Accounts Below Minimum/Inactive: The Transfer Agent will not close any
account due to the account balance falling
below fund minimum or due to inactivity
unless instructed by the Fund.
**Exceptions to the above deadlines would need to be approved by the Fund.
STATE STREET BANK AND TRUST COMPANY WESTCORE TRUST
By: By:
------------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
------------------------------------- -----------------------------------
Title: Executive Vice President Title: President
------------------------------------- -----------------------------------
21
SCHEDULE 3.1
Fee Schedule
Effective: December 17, 2002 through December 16, 2003 (the "Fee Term")
General:
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A
charge is made for an account in the month that an account opens or closes.
Annual Fund Base Fee:
Growth Fund
Plus Bond Fund
MIDCO Growth Fund
Blue Chip Fund
Small Cap Opportunity Fund
Flexible Income Fund
Colorado Tax Exempt Fund
Mid-Cap Opportunity Fund
International Frontier Fund
Small-Cap Growth Fund
Select Fund
Total for above Funds $ 212,000.00
BlackRock Money Market Portfolio $ 13,000.00
Each Additional Cusip $ 18,000.00
Annual Account Service Fee:
Open Account Fee
0 - (FIRST) 11,000 $14.00 per account
11,001 and Greater $12.00 per account
Closed Account Fee $ 1.50 per account
Activity Based Fees:
New Account Setup $ 4.00
Telephone Calls $ 2.50
XXX Fees:
Annual Maintenance $10.00
Out-Of-Pocket Expenses:
Out-of-pocket Expenses include but are not limited to: confirmation production,
postage, forms, telephone, microfilm, microfiche, mailing and tabulating
proxies, records storage, or advances incurred by the Transfer Agent for the
items set out in Schedule 3.1 attached hereto. In addition, any other expenses
incurred by the Transfer Agent at the request or with the consent of the Fund,
will be reimbursed by the Fund.
STATE STREET BANK AND TRUST COMPANY WESTCORE TRUST
By: By:
-------------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxx
-------------------------------------- ----------------------------------
Title: Executive Vice President Title: President
-------------------------------------- ----------------------------------
2
