CONVERSION OF FUNDS AGREEMENT
AGREEMENT dated as of September 30, 1998, among Westcore Trust, a
Massachusetts business trust on behalf of its Mid-Cap Opportunity Fund (the
"Trust"), and the participants (the "Participants") in the pooled fund
partnership (the "Pooled Fund Partnership") described below and the Pooled
Fund Partnership.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended, consisting of
eight investment portfolios including the Mid-Cap Opportunity Fund (the
"Portfolio");
WHEREAS, the Pooled Fund Partnership is a partnership comprised of the
Participants whose names are listed below;
WHEREAS, the Participants have jointly invested certain contributions
in a pooled fund in the custody of The Bank of Cherry Creek pursuant to an
Agreement dated January 1, 1998 (the "Partnership Agreement");
WHEREAS, the individual Participants of the Pooled Fund Partnership
desire to transfer their interests in the Pooled Fund Partnership to the
Portfolio in exchange for shares of the Portfolio as hereinafter provided;
WHEREAS, the Partnership Agreement provides that the Partnership
Agreement may be terminated when at least 2/3 of the Participants vote for any
reason for such termination;
WHEREAS, the Participants and the Trust desire that the Pooled Fund
Partnership be terminated immediately upon the transfer described above;
WHEREAS, the Participants intend thereafter to be investors in the
Portfolio;
NOW, THEREFORE, the Participants, the Trust and the Pooled Fund
Partnership, intending to be legally bound, hereby agree as follows:
1. TRANSFER OF PORTFOLIO SHARES. On the date hereof, subject to the
terms and conditions of this Agreement and on the basis of and in reliance upon
the covenants, agreements, and representations and warranties set forth herein,
each Participant shall receive, and the Trust shall issue to each Participant,
shares of the Portfolio (as defined in the prospectus for the Portfolio) with
the aggregate net asset value equal to the aggregate market value of the
Partnership Interests (as hereinafter defined), determined in accordance with
Section 3 hereof.
2. CONSIDERATION. In exchange for the issuance of the shares of the
Portfolio pursuant to this Agreement, each Participant shall transfer the entire
Partnership Interest held by it as set forth on Exhibit A hereto (collectively,
the "Partnership Interests") to the Portfolio. It is intended that the
transaction will qualify for nonrecognition treatment pursuant to Section 351 of
the Internal Revenue Code of 1996, as amended. No brokerage commissions, fees
(except for customary transfer fees), or other remuneration will be paid by the
Trust or the Participants in connection with the transactions contemplated
hereby. The number of shares of the Portfolio to be issued to each Participant
shall be determined by dividing the aggregate market value (computed as set
forth below) of the Partnership Interest being transferred to the Portfolio by
such Participant, determined as of the close of business on the date hereof, by
$10.00, the face value of the shares of the Portfolio. The Trust believes
that the foregoing procedure for transferring the interest of each Participant
to the Portfolio will be beneficial to each Participant and the Portfolio, and
will minimize brokerage and other costs associated with the transfer of the
Securities (as hereafter defined).
3. DETERMINATION OF MARKET VALUE. The market value of each
Participant's Partnership Interest shall be that Participant's ratable share of
the aggregate market value of the securities and cash held by the Pooled Fund
Partnership as set forth in Exhibit B hereto (collectively, the "Securities").
The aggregate market value of the Securities shall be any cash plus the sum of
the value of each security being transferred, determined in accordance with the
methods for valuing portfolio securities of the Portfolio set forth in the
Prospectus and Statement of Additional Information for the Portfolio.
4. TERMINATION OF PARTNERSHIP AGREEMENT. By their signatures
hereto, the Participants and the Trust vote to terminate the Partnership
Agreement as of the date hereof immediately after the transfer described in
Section 1. Immediately upon termination of the Partnership Agreement, the
Securities will be distributed to the Trust as sole owner of the Partnership
Interests in liquidation of the Partnership, the Partnership will be dissolved
and the Trust will hold the Securities directly.
5. REPRESENTATIONS OF EACH PARTICIPANT. Each Participant hereby
represents and warrants as follows:
(a) The execution and delivery of this Agreement by it
constitutes its valid and binding obligation, enforceable in accordance with its
terms.
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(b) At the time of the transfer of the Partnership Interests to
the Trust, it will have good title to its Partnership Interest, free and clear
of all mortgages, security interests, liens, charges, pledges, and encumbrances
whatsoever, and the Pooled Fund Partnership will have good title to the
Securities free and clear of all mortgages, security interests, liens, charges,
pledges, and encumbrances whatsoever. Upon transfer of such Partnership Interest
to the Trust, the Trust will acquire good title to the Partnership Interests
and, upon distribution of the Securities to the Trust, the Trust will acquire
good title to the Securities, in each case free and clear of all mortgages,
security interests, liens, charges, pledges, and encumbrances.
6. REPRESENTATIONS OF THE POOLED FUND PARTNERSHIP. The Pooled Fund
Partnership hereby represents and warrants as follows:
(a) The execution and delivery of this Agreement by the Pooled
Fund Partnership has been duly authorized by all requisite partnership action
and constitutes the valid and binding obligation of such Pooled Fund
Partnership, enforceable in accordance with its terms.
(b) At the time of the transfer of the Partnership Interests to
the Trust, the Pooled Fund Partnership will have good title to the Securities,
free and clear of all mortgages, security interests, liens, charges, pledges,
and encumbrances whatsoever. Upon transfer of such Partnership Interests to the
Trust, the Trust will acquire good title to the Partnership Interests, and, upon
distribution of the Securities to the Trust, the Trust will acquire good title
to the Securities, in each case free and clear of all mortgages, security
interests, liens, charges, pledges, and encumbrances.
(c) The Securities constitute permissible investments under the
Portfolio's investment objective, policies, and limitations as set forth in the
Portfolio's registration statement.
7. REPRESENTATIONS OF THE TRUST. The Trust hereby represents and
warrants as follows:
(a) The Trust is entering into this Agreement on behalf of the
Portfolio. The execution and delivery of this Agreement by the Trust has been
duly authorized by all requisite Trust action and (assuming the due execution
and delivery hereof
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by each Participant) constitutes the valid and binding obligation of the Trust,
enforceable in accordance with its terms.
(b) The issuance and delivery of the shares of the Portfolio in
accordance with the terms of this Agreement have been duly authorized by all
requisite Trust action and such shares, when so issued and delivered against
consideration therefor in accordance with the provisions hereof, will be duly
and validly issued, fully paid, and nonassessable by the Trust.
(c) The shares of the Portfolio that are being issued pursuant
to Section 1 (and any shares which are issued simultaneously therewith in
exchange for cash or property) will constitute at least 80% of the shares
outstanding immediately after such issuance.
(d) There is no plan or intention by the Trust (or its
investment adviser) to dispose of the Securities other than on the normal
course of business operations.
8. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9. 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 with the office of
the State Secretary of the Commonwealth of Massachusetts and at the principal
office of the Trust. The obligations of "Westcore Trust" entered into in the
name or on behalf thereof by any of the Trustees, 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
enforcement of any claims against the Trust.
10. INVESTMENT REPRESENTATION OF EACH PARTICIPANT. Each
Participant hereby represents and warrants that it is acquiring the shares of
the Portfolio being issued to it hereunder (the "Shares") solely for
investment, and not with a view to distribution within the meaning of the
Securities Act of 1933 and the Rules and Regulations thereunder (the "Act"),
that it understands that the Shares are not registered under the Act, and
that it will not sell the Shares except in accordance with an exemption from
such registration or unless the Shares are subsequently registered under the
Act.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers designated below as of the date
first above written.
WESTCORE TRUST, on behalf of
its Mid-Cap Opportunity Fund
By:
--------------------------------------------- ----------------------------
(Attest) Title: Vice President
The Pooled Fund Partnership
by its partners named below.
Each of the following signs in his/her individual or company capacity (as the
case may be) and also as a partner in the Pooled
Fund Partnership.
---------------------------------------------
Name: Alex Lock
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxx Xxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name Xxxxxxxxx Xxxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxxxxxx Xxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxx Xxxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
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---------------------------------------------
Name: Xxxxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxx Xxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: XxXxx Xxxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxx Xxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxx Xxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxx Xxxxx Xxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Mil Xxxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxx Xxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxx Xxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxx Wine
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
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---------------------------------------------
Name: Xxxxx Xxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxxx Xxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxx Xxxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Todger Xxxxxxxx
On his own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxx Xxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxx Xxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxxxxxx Xxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
---------------------------------------------
Name: Xxxx Xxxxxxx
On her own behalf and as a Partner
in the Pooled Fund Partnership
DENVER INVESTMENT ADVISORS LLC
On its own behalf and as a Partner
in the Pooled Fund Partnership
By:
------------------------------------------
Xxxxxxx X. Xxxxxxx
Its:
------------------------------------------
Chairman
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EXHIBIT A
PARTNERSHIP INTERESTS
Name Percentage Interest in
---- Pooled Fund Partnership
-----------------------
Alex Lock 1.034682%
Xxx Xxxxxx 0.206936%
Xxxxx Xxxxx 4.138727%
Xxxxxxxxx Xxxxxxxx 0.827746%
Xxxxxxxxxxx Xxxx 4.138728%
Xxxxxxx Xxxxxxx 0.041387%
Xxxx Xxxxxx 0.041387%
Xxxxx Xxxxxx 4.138728%
Xxxx Xxxxxx 1.034682%
Xxxxx Xxxxxxxx 2.069363%
Xxxxxx Xxxxxx 0.041387%
Xxxxxxx Xxxxx 3.104045%
Xxxxx Xxxxxxxx 4.138728%
Xxxxxx Xxxxxx 0.413873%
Jo Xxx Xxxxxxxx 1.034682%
Xxx Xxxxxxx 12.416183%
Xxx Xxxxxxx 7.792426%
Xxxxxx Xxxxxxxx 4.138728%
Xxxx Xxxxxxx 0.041387%
Xxx Xxxxxxx 0.280010%
Xxxxxxx Xxxxxxxx 0.121737%
Xxxx Xxxxx Xxx 0.387731%
Mil Xxxxxxxx 0.208936%
Xxx Xxxxx 0.827745%
Xxxxx Xxxxxxx 0.113136%
Xxxxx Wine 0.206936%
Xxxxxxx Xxxx 0.082775%
Xxxxx Xxxxxxx 0.310404%
Todger Xxxxxxxx 1.034682%
Xxxxxx Xxxxxxx 1.034682%
Xxxxxxx Xxxxxx 2.069663%
Xxxxxxx Xxxxxxx 0.620809%
Xxxxxx Xxxxxx 0.041294%
Xxxxxxxx Xxxxxx 0.412940%
Xxxxxxxx Xxxxx 0.053811%
Xxx Xxxxx 0.073074%
Denver Investment Advisors 41.328130%
----------
Total: 100%
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EXHIBIT B
Securities and cash held in the Pooled Fund Partnership
AMOUNT CUSIP DESCRIPTION
------ ----- -----------
STOCKS & RELATED ISSUES:
800 00926610 AIRBORNE FREIGHT CORP
700 21701610 XXXXX XXXXXX CO
450 01975410 ALLMERICA FINL CORP
350 01165910 ALASKA AIR GROUP INC
1800 03611510 ANNTAYLOR STORES CORP
500 00786910 AEROQUIP-XXXXXXX INC
300 04420410 ASHLAND INC
600 01880410 ALLIANT TECHSYSTEMS
700 02365720 AMERICA XXXX XXXX XXXX
0000 00000000 XXXXXXX XXXXX INDS INC
400 05916510 BALTIMORE GAS & ELEC CO
3200 08750910 BETHLEHEM STL CORP
700 07390210 BEAR XXXXXXX COS INC
875 05538M10 BEC ENERGY
4100 12169310 BURLINGTON INDS INC
700 13721920 CANANDAIGUA BRANDS INC
950 21841210 CORDANT TECHNOLOGIES INC
1200 19044110 COASTAL CORP
600 19587210 COLONIAL PPTYS TR
900 17217210 CINCINNATI MILACRON INC
1575 20846410 CONSECO INC
575 15231210 CENTEX CORP
1000 26157010 DRESS BARN INC
800 23581110 XXXX CORP
2950 23719410 XXXXXX RESTAURANTS INC
950 23333110 DTE ENERGY CO
1800 27031910 EARTHGRAINS CO
1500 31852230 FIRST AMERN FINL CORP
650 31410H10 FEDERATED DEPT STORES
1800 30239F10 FBL FINL GROUP INC
850 31769P10 FINANCIAL SEC ASSURN HLD
450 38131710 GOLDEN WEST FINL CORP DE
1900 38119710 GOLDEN STATE BANCORP
1600 43556910 XXXXXXXXX INTL INC
800 40426W10 HRPT PPTYS TR
1100 44448210 XXXXXX SUPPLY INC
1500 44485910 HUMANA INC
1400 45323G10 INACOM CORP
1200 46004310 INTERNATIONAL MULTIFOODS
1500 46033710 INTL SPECIALTY PRODS INC
1900 50124210 KULICKE & XXXXX INDS INC
900 48251610 KLM ROYAL DUTCH AIRLS
1450 48258410 K MART CORP
1450 50586210 LAFARGE CORP
725 54229040 LONE STAR INDS INC
900 57490810 XXXXXX BROS HLDGS INC
700 53802110 XXXXXX INDS INC
1200 59592010 MIDAMERICAN ENERGY HLDGS
2000 56845910 MARINER POST-ACUTE NETWO
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1000 63934E10 NAVISTAR INTL CORP
1300 29266M10 ENERGY EAST CORP
850 68626810 ORION CAP CORP
600 69511220 PACIFICARE HEALTH SYS DE
3100 74193210 PRIDE INTL INC
1200 74457310 PUBLIC SVC ENTERPRISE GR
650 74586710 PULTE CORP
1100 72348410 PINNACLE WEST CAP CORP
2200 75946410 RELIANCE GROUP HOLDINGS
1000 81180410 SEAGATE TECHNOLOGY
850 85383610 STANDARD PRODS CO
1650 85954710 STERLING SOFTWARE INC
1000 86211120 STORAGE TECHNOLOGY CORP
1400 86853610 SUPERVALU INC
1100 89618L10 TRIGON HEALTHCARE INC
900 89681810 TRIUMPH GROUP INC NEW
1800 90249410 TYSON FOODS INC
1900 91529B10 UNOVA INC
700 91690610 US FREIGHTWAYS CORP
2200 92551410 XXXXXXXXXX XXXX XXXX XXX
0000 00000X00 XXXXXXX DGC INC
900 98144310 WORLD COLOR PRESS INC DE
150 90337T10 USX-U S STL
CASH . . . . . . . . . . .
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