AMENDMENT TO SECURITIES LENDING AGENCY CLIENT AGREEMENT
Amendment dated as of January 15, 2003 (the "Amendment") to
Securities Lending Agency Client Agreement, dated as of March 27, 1998 (the
"Agreement"), between PaineWebber Incorporated ("UBS") and Westcore Trust (the
"Trust") and each of the Westcore Funds listed as Clients on Exhibit 1 thereto,
as amended.
BACKGROUND
1. Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 ("Sarbox")
requires the Securities and Exchange Commission (the "SEC") to issue regulations
requiring that each company filing periodic reports under section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"), include in
such filings certain certifications by the principal executive and principal
financial officers (or persons performing similar functions) of such company.
The SEC has issued and proposed various rule and form amendments to implement
Section 302 of Sarbox as it relates to registered management investment
companies such as the Trust, including amendments to Form N-SAR and proposed
Form N-CSR. In addition, Section 906 of Sarbox requires that each periodic
report containing financial statements filed by an issuer with the SEC pursuant
to section 13(a) or 15(d) of the 1934 Act be accompanied by a written statement
by the chief executive officer and chief financial officer (or the equivalent
thereof) of the issuer certifying that the periodic report containing the
financial statements fully complies with the requirements of section 13(a) or
15(d) of the 1934 Act and that information contained in the periodic report
fairly presents, in all material respects, the financial condition and results
of operations of the issuer.
2. UBS acts as the securities lending agent for the Trust
pursuant to the Agreement, and in its capacity as securities lending agent for
the Trust, UBS may from time to time provide certain information that is
necessary to complete a report or other filing that is required to be certified
by certain of the Trust's officers (the "Certifying Officers") pursuant to
Sarbox and regulations issued and in effect from time to time under Sarbox (each
such report or other filing, a "Certified Report").
3. Accordingly, the Trust desires that UBS agree that
subcertifications it provides to the Trust and/or the Certifying Officers in
connection with the information that UBS provides for each Certified Report will
be true and complete when given, and UBS agrees to such representation.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby amend the Agreement, pursuant to the terms thereof, as follows:
1. Representations/Subcertifications. UBS agrees that any
written representation or certification it provides to the Trust and/or the
officers of the Trust in support of a certification by them to the SEC pursuant
to Sarbox and/or any rules or regulations issued from time to time thereunder
will be true and complete when given. This covenant shall survive the
termination of the Agreement and shall not be subject to Section 8(a) of the
Agreement.
2. Continuing Validity. The provisions of the Agreement shall
remain in full force and effect as modified hereby.
3. Massachusetts Business Trust Legend. 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 are not made personally, but in such capacities,
and bind only Westcore Trust's property, and all persons dealing with any class
of shares of Westcore Trust must look solely to the property of Westcore Trust
belonging to such class for the enforcement of any claims against Westcore
Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers designated below on
the day and year first above written.
WESTCORE TRUST
By: ____________________________
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
UBS
By: _____________________________
Name: Xxxxxx X. Xxxxx
Title: Documents Specialist
