SERVICE AGREEMENT
This Service Agreement ("Agreement") is entered into as of November 10,
1997, by and among PaineWebber Incorporated, a Delaware corporation
("PaineWebber") and Denver Investment Advisors LLC, a Colorado Limited Liability
Corporation ("Co-Administrator" or "DIA"), ALPS Mutual Fund Services, Inc., a
Colorado corporation ("Distributor"), and Westcore Trust, a Massachusetts
Business Trust (the "Trust"), each on its own behalf and Westcore Trust on
behalf of each of the registered investment companies listed on Exhibit A (such
registered investment companies and the specific series or classes of shares
listed in Exhibit A being referred to as the "Fund(s)").
RECITALS
1. PaineWebber is the sponsor of a mutual fund advisory program
("Program") on behalf of certain clients of PaineWebber. Clients of PaineWebber
who participate in the Program are referred to in this Agreement as "Program
Clients";
2. Program Clients may purchase the shares of certain proprietary and
nonproprietary open-end management investment companies;
3. Distributor is the principal underwriter and distributor for the
Funds, each of which is registered with the Securities and Exchange Commission
("SEC") as an open-end management investment company under the Investment
Company Act of 1940 ("1940 Act"), and offers for sale shares of the Funds, which
may include shares issued in separate series or classes;
4. DIA acts as co-administrator of the Trust's Funds;
5. PaineWebber and Distributor each wish to allow shares of the Funds
("Shares") to be sold to Program Clients at net asset value, subject to the
terms and conditions of this Agreement; and
6. PaineWebber and Distributor each wish to allow Shares that Program
Clients have purchased outside the Program, to be brought within the Program,
subject to the terms and conditions of this Agreement.
THEREFORE, in consideration of the foregoing and the mutual promises
contained in this Agreement, the parties agree as follows:
1. CERTAIN DEFINED TERMS. As used in this Agreement, the term "Prospectus"
means a Fund's current statutory prospectus and the term "Statement of
Additional Information" or "SAI" means a Fund's current statement of additional
information, whether in paper format or electronic format, each as included in
the Fund's currently effective registration statement (or post-effective
amendment thereto) filed with the SEC pursuant to the Securities Act of 1933
("1933 Act"). The terms "Prospectus" and "SAI" include any information that the
Fund files with the SEC under the 1933 Act as a supplement to such prospectus or
statement of additional information, respectively. "Business Day" shall mean
any day that the New York Stock Exchange is open for trading.
2. SALE OF SHARES. (a) PaineWebber may, in its sole discretion, make
available to its Program Clients Shares of any or all of the Funds listed on
Exhibit A. Distributor will offer Shares to Program Clients, as PaineWebber
may request. PaineWebber will have the right to discontinue the use of any
Funds in the Program at any time.
(b) Distributor and each Fund agree that all transactions involving Shares
that are effected pursuant to this Agreement will be made (i) without any
initial sales charges, loads, transaction fees, contingent deferred sales loads,
or any fee charged to exchange one Fund's Shares for Shares of another Fund, and
(ii) no minimum amount will be required to make an additional purchase or
redemption of Shares (whether by direct investment or exchange). However,
Program Clients will continue to be subject to the Funds' requirements regarding
minimum initial investments and other provisions of the Funds' prospectus.
(c) PaineWebber will not receive any discount, commission or other
concession with respect to any such sales, but will be entitled to receive
service fees as set forth in Section 5 hereof.
(d) With regard to each transaction in Shares for, and any services
provided to, a Program Client: (i) except as provided in Section 2(f) below,
PaineWebber will act solely as agent for its client, and in no circumstances
will PaineWebber be authorized by this Agreement to act as agent for Distributor
or for any Fund; (ii) PaineWebber will initiate transactions only upon its
client's order; (iii) Distributor will effect transactions only upon receiving
instructions from PaineWebber as agent for its client; (iv) as between
PaineWebber and its client, the client will have full beneficial ownership of
all Shares; and (v) each transaction will be for the client's account and not
for PaineWebber's own account.
(e) PaineWebber agrees to make Shares available to its Program Clients
only at their net asset value per share, as determined in accordance with the
Fund's Prospectus and SAI. PaineWebber assumes no responsibility or liability
for the determination of that net asset value or the total price.
(f) Distributor, on behalf of each Fund, hereby appoints PaineWebber as
each Fund's agent for the limited purpose of accepting orders of purchase and
redemption by Program Clients and receipt by PaineWebber shall therefore
constitute receipt by the Fund of such orders for purposes of determining the
net asset value at which such orders will be executed.
(g) PaineWebber and each Fund or its transfer, shareholder servicing
and/or other
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agent has entered into a separate written agreement to facilitate the
transmission of information regarding such accounts through the NETWORKING
system of the National Securities Clearing Corporation ("NSCC") (that agreement
and any exhibits thereto, the "NETWORKING Agreement"). The parties agree that
each such account will be maintained through the NSCC's NETWORKING system at
matrix level 3.
(h) Unless required by a Fund's Prospectus or by any applicable federal or
state law, rule, or regulation, certificates evidencing Shares will not be
available, and any transaction in Shares will be effected and evidenced by
book-entry on the records maintained by the Fund's transfer agent. If
PaineWebber clients submit share certificates for transfer into Program
accounts, PaineWebber will deposit such certificates, properly endorsed, with
the Fund or its agent in accordance with the NETWORKING Agreement, applicable
NSCC rules and procedures, and any other procedures that the parties may agree
upon from time to time.
(i) Except as specifically set forth herein, nothing in this Agreement
will be deemed or construed to make PaineWebber a partner, employee,
representative, or agent of Distributor or any Fund or to create a partnership,
joint venture, syndicate, or association between or among said parties. Neither
this Agreement nor the performance of the services of the parties hereunder will
be considered to constitute an exclusive arrangement by either party.
3. PROGRAM CLIENTS. (a) Co-Administrator agrees to notify PaineWebber
promptly of any change to any Fund's Prospectus or SAI that changes the
requirements for offering the Shares to Program Clients at net asset value.
(b) PaineWebber will maintain with the Fund's shareholder servicing agent
separate accounts for each Program Client who purchases Shares pursuant to this
Agreement.
(c) Distributor and each Fund acknowledge that the identities of Program
Clients and any other clients of PaineWebber (including any retirement plans),
information about those clients, and all computer programs and procedures
developed by PaineWebber or its agents in connection with their operations
constitute PaineWebber's valuable property. Distributor and each Fund hereby
agree that should they or their affiliates come into possession of any list or
compilation of the identities of or other information about PaineWebber's
clients, or any other property of PaineWebber, its affiliates or agents,
Distributor and each Fund and their affiliates will hold such information or
property in confidence and refrain from using, disclosing, or distributing any
such information or other property except (i) with PaineWebber's prior written
consent, or (ii) as required by law, regulation, or judicial process.
Distributor and each Fund acknowledge that any breach of the foregoing
agreements would result in immediate and irreparable harm to the other party for
which there would be no adequate remedy at law and agrees that in the event of
such a breach, the nonbreaching party will be entitled to equitable relief by
way of temporary and permanent injunctions, as well as such other relief as any
court of competent jurisdiction deems appropriate. Any reports or records
related to the Program or to PaineWebber clients that PaineWebber may provide to
Distributor or the Funds or any of
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their affiliates from time to time constitute the proprietary information of
PaineWebber; each Fund, Distributor and their affiliates shall hold such
information in confidence and shall refrain from using, disclosing, or
distributing any of such information, except with PaineWebber's prior written
consent or as required by law, regulation or judicial process.
4. SERVICES TO BE PROVIDED BY PAINEWEBBER. Pursuant to this Agreement,
PaineWebber will render or cause to be rendered ongoing services to, and
maintenance of shareholder accounts for Program Clients who hold Shares. These
services may include but are not limited to:
(a) providing Program Clients with Fund Prospectuses, SAIs, educational
publications and other Fund information;
(b) helping Program Clients to complete Fund forms and to designate and
update dividend options, account designations, and mailing addresses;
(c) processing telephonic, mail and in-person inquiries regarding the
Funds;
(d) researching and providing historical activity information about Shares
for periods prior to client's entry into Program;
(e) coordinating bank-to-bank wire transfers in connection with
transactions in Shares, on transfers for which no separate fee is
charged to Program Clients; and
(f) providing such other assistance and support to Program Clients as the
parties may agree upon from time to time.
In no event shall such services include investment advice.
5. COMPENSATION. (a) As compensation for providing the services described in
Section 4 hereof, Co-Administrator (or any successor as permitted pursuant to
this Agreement) will pay PaineWebber a service fee, which will be calculated and
accrued as .25% per annum of the value of the average monthly assets in the
Program that are invested in each Fund, to be computed and paid on a monthly
basis. No compensation will be payable hereunder by the Funds.
(b) For any communication to Fund shareholders that PaineWebber makes on
behalf of Distributor pursuant to this Agreement, Distributor will provide
PaineWebber with copies of the communications in amounts as PaineWebber may
reasonably request and Distributor will reimburse PaineWebber for all reasonable
out-of-pocket expenses that PaineWebber incurs in mailing such shareholder
communications, including the cost of any mailing agent. In addition,
Distributor will reimburse PaineWebber for any reasonable out-of-pocket costs it
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incurs to receive, tabulate and transmit proxies.
(c) Upon execution of an amendment pursuant to Section 11 of this
Agreement, the parties may change or discontinue any fee schedule or agree on a
revised schedule. With respect to services provided after the effective date of
any change in or discontinuance of a fee schedule, any fees will be allowable or
payable to PaineWebber only in accordance with such change, discontinuance, or
termination. Services provided before the effective date of any such change,
discontinuance, or termination will be subject to the fee schedule that was in
effect at the time the services were provided.
6. INFORMATION RELATING TO THE FUNDS. (a) No person is authorized to make
any representations concerning shares of a Fund that are inconsistent with the
Fund's currently effective registration statement, including exhibits thereto,
or in the offering documents, sales literature, and marketing materials
described in Section 6(b) below. PaineWebber assumes no responsibility or
liability for the representations contained in such registration statement or
other materials not produced by PaineWebber or any of its affiliates.
(b) PaineWebber will furnish, or cause to be furnished, to Distributor or
its designee any offering documents, sales literature, and marketing materials
(including materials disseminated through radio, television, or other electronic
media) in which Distributor, any Fund, its investment adviser or subadviser, if
any, is named, except that PaineWebber may use advertising, promotional, and
other written materials relating to the availability of Shares through the
Program if that material refers to the Funds or the Distributor only insofar as
it includes the names of particular Funds and indicates that they are available
to Program Clients or indicates generally that PaineWebber makes available to
its clients certain funds distributed by Distributor.
(c) PaineWebber will furnish or cause to be furnished to Distributor sales
material required to be furnished pursuant to section 6(b) of this Agreement at
least five Business Days prior to use, except that if an item of sales material
has already been reviewed by Distributor and then is revised solely with respect
to statistical data relating to the Funds, PaineWebber will furnish that
material or cause it to be furnished to Distributor at least three days prior to
use.
(d) No sales material that must be submitted to Distributor or its
designee pursuant to section 6(b) or 6(c) of this Agreement shall be used if the
Distributor or its designee objects to such use within five Business Days after
receipt of such material (or, with respect to previously reviewed material that
is being revised solely with respect to statistical data on the Funds, within
three Business Days), provided however, that such consent shall not be
unreasonably withheld. Advertising and promotional materials for the Program
also may refer generally to the availability of Shares at net asset value, "no
load," or "load waived;" provided that such materials also reflect that Program
Clients will be charged an account management fee in connection with their
participation in the Program.
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(e) Distributor acknowledges that Distributor, the Funds or any of their
affiliates may provide information about the Funds to CDA Investment
Technologies, Inc. ("CDA") for publication on the CDA information system.
Distributor will review for completeness and accuracy any and all such
information as it appears on the CDA system. PaineWebber assumes no
responsibility or liability for information about the Funds available on the CDA
system.
7. COMPLIANCE WITH REGISTRATION REQUIREMENTS. Distributor and the Trust
hereby represent and warrant that each Fund's Shares have been registered or
qualified for sale under the federal securities laws and that appropriate notice
filings or other qualifications have been made under the securities laws of
those states and jurisdictions in which Distributor or the Trust has advised
PaineWebber that such Shares may be offered and sold, and that each Fund's
registration statement complies in all material respects with applicable
regulatory and disclosure requirements. PaineWebber will not process purchase
orders for Fund Shares on behalf of its customers who reside in a particular
state if Trust or Distributor has advised PaineWebber, in connection with state
securities laws, not to do so. Absent written notice to the contrary,
PaineWebber will assume that shares of each Fund are registered in every state
and jurisdiction that requires registration prior to sale. Distributor agrees
to comply with the Understanding Regarding the Accuracy, Completeness and
Circumstances of Providing Written Materials, attached hereto as Exhibit B, and
hereby makes the representations, warranties, and covenants set forth therein
which shall be deemed to continue throughout the term of this Agreement.
PaineWebber agrees to comply with all applicable federal and state laws and
regulations relating to the services provided hereunder, and PaineWebber
acknowledges and agrees that neither Distributor, Co-Administrator, Trust nor
the Funds are responsible for PaineWebber's compliance with such applicable
laws. No registration filing with or consent of any governmental authority is
necessary for the performance of the duties of PaineWebber under this Agreement.
8. NOTIFICATION OF ELECTION. Each Fund hereby represents and warrants that it
has filed a notification of election on Form N-18F-1 notifying the SEC that it
has committed to pay in cash all requests for redemption by any shareholder of
record subject to the limitations set forth in rule 18f-1 under the 1940 Act.
9. AUTHORIZATION. (a) Distributor represents and warrants to PaineWebber
that the person executing this Agreement on behalf of Distributor is duly
authorized to execute and deliver this Agreement on behalf of Distributor.
(b) Each Fund represents and warrants to PaineWebber that the person
executing this Agreement on behalf of each Fund is duly authorized to execute
and deliver this Agreement on behalf of each Fund.
(c) PaineWebber represents and warrants that it and the persons executing
this
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Agreement on its behalf are duly authorized to execute and deliver this
Agreement on behalf of PaineWebber.
10. INDEMNIFICATION. (a) Distributor will indemnify and hold harmless
PaineWebber, each director, officer, employee, and agent of PaineWebber, and
each person who is or may be deemed to be controlling, controlled by or under
common control with PaineWebber from and against any and all direct and indirect
claims, damages, losses, liabilities, or expenses (including the reasonable
costs of investigation and reasonable attorney's fees) resulting from (i) the
willful misconduct or negligence, as measured by industry standards, of
Distributor, its agents and employees, in the performance of, or failure to
perform, its obligations under this Agreement; (ii) any violation of any law,
rule, or regulation relating to the registration or qualification of shares of a
Fund, except to the extent such violation results from the willful misconduct or
negligence, as measured by industry standards, of PaineWebber; (iii) any untrue
statement, or alleged untrue statement, of a material fact contained in any
Fund's registration statement or any offering documents, sales literature, or
marketing materials that Distributor, a Fund or any of their affiliates provide
to PaineWebber or to CDA, or any omission, or alleged omission, to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; or (iv) any breach or violation of the representations,
warranties, or covenants set forth in Exhibit B hereto; PROVIDED, HOWEVER, that
Distributor will not be liable for indemnification hereunder to the extent that
any claim, damage, loss, liability, or expense results from the willful
misconduct or negligence, as measured by industry standards, of PaineWebber or
its affiliates. Such right of indemnification will survive the termination of
this Agreement.
(b) PaineWebber will indemnify and hold harmless Distributor and each
director, officer, employee, and agent of Distributor and each person who is or
may be deemed to be controlling, controlled by or under common control with
Distributor, from and against any and all direct and indirect claims, damages,
losses, liabilities, or expenses (including the reasonable costs of
investigation and reasonable attorney's fees) resulting from (i) the willful
misconduct or negligence, as measured by industry standards, of PaineWebber, its
agents and employees, in the performance of, or failure to perform, its
obligations under this Agreement, (ii) any untrue statement, or alleged untrue
statement, of a material fact contained in offering documents, sales literature,
or marketing materials that PaineWebber or any of its affiliates produces and
provides to Program Clients who are Fund shareholders, or any omission, or
alleged omission, to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) the failure to
timely and properly transmit orders and instructions to the Funds or their
affiliates, or (iv) cancellation or subsequent correction of any orders and
instructions transmitted to the Funds (or their affiliates); PROVIDED, HOWEVER,
that PaineWebber will not be liable for indemnification hereunder to the extent
that any claim, damage, loss, liability, or expense results from the willful
misconduct or negligence, as measured by industry standards, of Distributor,
Co-Administrator, or Trust or their affiliates. This right of indemnification
will survive the termination of this Agreement.
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(c) If any action, suit, or proceeding is initiated against any party
indemnified hereunder ("Indemnified Party") with respect to which such party
intends to seek indemnification, the Indemnified Party will notify the other
party ("Indemnifying Party") of such action, suit, or proceeding promptly after
service of the summons or other first legal process. Such notice will be given
by a means of prompt delivery that provides confirmation of receipt to the
address detailed below under Section 14. The failure of the Indemnified Party
so to notify the Indemnifying Party will relieve the Indemnifying Party of its
indemnity obligation with respect to that action, suit, or proceeding to the
extent that such omission results in the forfeiture of substantive rights or
defenses by the Indemnifying Party; failure to give prompt notice will not
relieve the Indemnifying Party of any liability that it otherwise may have to
the Indemnified Party. The Indemnifying Party will be entitled to assume the
defense of such action, suit, or proceeding with counsel reasonably satisfactory
to the Indemnified Party. If the Indemnifying Party elects to assume the
defense thereof and retains counsel, the Indemnified Party will bear the fees
and expenses of any additional counsel retained by it, unless (1) the employment
of counsel by the Indemnified Party has been authorized in writing by the
Indemnifying Party, (2) the Indemnified Party has reasonably concluded that
there may be legal defenses available to it or other Indemnified Parties that
are different from, or in addition to those available to the Indemnifying Party
(in which case the Indemnifying Party will not have the right to direct the
defense of such action on behalf of the Indemnified Party) or (3) the
Indemnifying Party has not in fact employed counsel to assume the defense of
such action within a reasonable time after receiving notice of the commencement
of the action, in each of which cases the reasonable fees and expenses of
counsel will be at the expense of the Indemnifying arty or Parties. All such
fees and expenses will be reimbursed promptly as they are incurred. An
Indemnifying Party will not be liable for any settlement of any action or claim
effected without its written consent, or, in connection with any proceeding or
related proceeding in the same jurisdiction, for the fees and expenses of more
than one separate counsel for all indemnified parties, except to the extent
provided herein. The Indemnifying Party will keep the Indemnified Party
informed of all material developments and events relating to such action, suit,
or proceeding. If the Indemnifying Party does not elect to assume the defense,
the Indemnifying Party will reimburse the Indemnified Party for the reasonable
fees and expenses of any counsel retained by it, which fees and expenses will be
payable to the Indemnified Party at such intervals as the parties may determine
or upon the Indemnifying Party's receipt of a xxxx related thereto.
(d) In no case shall the indemnification provided in this Section 10 be
available to protect any person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its or his obligations or duties hereunder, or
by reason of its or his reckless disregard of its or his obligations and duties
hereunder.
11. AMENDMENTS. This Agreement may be amended only by an instrument in writing
signed by each party.
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12. DURATION AND TERMINATION OF AGREEMENT. (a) This Agreement will continue in
effect unless terminated as provided herein. A party may terminate this
Agreement without cause by giving the other party at least sixty (60) days'
written notice of its intention to terminate. This Agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).
The termination of this Agreement with respect to any given Fund will not cause
its termination with respect to any other Fund.
(b) In the event that (i) an application for a protective decree under the
provisions of the Securities Investor Protection Act of 1970 is filed against a
party; (ii) a party files a petition in bankruptcy or a petition seeking similar
relief under any bankruptcy, insolvency, or similar law, or a proceeding is
commenced against a party seeking such relief; (iii) a party is found by the
SEC, the National Association of Securities Dealers ("NASD"), or any other
federal or state regulatory agency or authority to have violated any applicable
federal or state law, rule, or regulation arising out of its activities in
connection with this Agreement; or (iv) a Fund rescinds or removes any authority
or approval necessary for Distributor to enter into this Agreement, this
Agreement will terminate effective immediately upon notice of termination by the
other party. Each party agrees to notify the other promptly in the event of any
such filing, finding of violation, or other action under this subparagraph.
(c) The failure of a party to terminate this Agreement for a particular
cause will not constitute a waiver of the right to terminate this Agreement at a
later date for the same or another cause; PROVIDED, HOWEVER, that any
termination for an event specified in Section 12(b) above must occur within 120
days of the date on which the terminating party receives notice of the
applicable filing or finding of violation.
(d) After the date of termination of this Agreement (the "Termination
Date"), the compensation described in Section 5 hereof will continue to be due
with respect to any Shares held by PaineWebber clients pursuant to the Program
on the Termination Date for so long as such shares are held in a Program account
and PaineWebber continues to provide the services described in Section 4 hereof
(other than services relating to shares purchased after the Termination Date).
PaineWebber agrees that, in the event of termination of the Agreement as
provided in this Section 12, it shall provide Co-Administrator with such reports
and certificates as Co-Administrator may reasonably request as necessary to
determine that the continued payment of compensation has been calculated in
accordance with this Agreement.
(e) If PaineWebber permits a client that withdraws from the Program to
move Shares held in the Program to a PaineWebber brokerage account or to a
different PaineWebber advisory program, the payment of compensation by the
Co-Administrator to PaineWebber with respect to such shares shall be governed by
the dealer agreement between Co-Administrator and PaineWebber or, in the case of
an advisory program, by the agreement between Co-Administrator and PaineWebber
that relates to that advisory program.
13. ARBITRATION. In the event of a dispute with respect to this Agreement that
the parties are
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unable to resolve themselves, such dispute will be settled by arbitration before
arbitrators sitting in the Borough of Manhattan, New York, New York in
accordance with the then existing NASD Code of Arbitration Procedure ("NASD
Code"). The arbitrators will act by majority decision, and their award may
allocate attorneys' fees and arbitration costs between the parties. Their award
will be final and binding between the parties, and such award may be entered as
a judgment in any court of competent jurisdiction. The parties agree that, to
the extent permitted by the NASD Code, the arbitrators will be selected from the
securities industry.
14. NOTICES. Except as otherwise specifically provided in this Agreement, all
notices required or permitted to be given under this Agreement will be given in
writing and delivered by personal service, by postage prepaid mail -- return
receipt requested, by overnight carrier or by facsimile machine or a similar
means of same or next day delivery which provides evidence of receipt (with a
confirming copy by mail as set forth herein). All notices to PaineWebber will
be given or sent to PaineWebber at its offices at 1285 Avenue of the Xxxxxxxx,
00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxxx Xxxxx, Director of Mutual
Fund Sales and Marketing, Copy to: Xxxxxxxx Xxxxxxxxx, General Counsel,
Xxxxxxxx Xxxxxxxx Asset Management Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx
Xxxxx, Xxx Xxxx, XX 00000.
All notices to Distributor will be given or sent to: ALPS Mutual Fund Services,
Inc., 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
All notices to Co-Administrator will be given or sent to: Denver Investment
Advisors LLC, 0000 Xxxxxxxxxxx Xxxxxx, 00x Xxxxx, Xxxxxx, XX 00000.
All notices to Trust will be given or sent to: Westcore Trust, 000 Xxxxxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxxx, XX 00000.
Each party may change the address to which notices will be sent by giving notice
to the other party in accordance with this Section 14.
15. MISCELLANEOUS. (a) This Agreement will be governed by and construed in
accordance with the internal laws of the State of New York, without giving
effect to principles of choice of laws.
(b) If any provision of this Agreement is held or made invalid by a court
or regulatory agency decision, statute, rule or otherwise, the remainder of the
Agreement will continue to be valid and enforceable.
(c) 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 the Amended and
Restated Declaration of Trust dated November 19, 1987 as amended July 16, 1990
and as may be further amended from time
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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 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 the
enforcement of any claims against the Trust.
The captions in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions of the Agreement or
otherwise affect their meaning or interpretation.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date set
forth above by a duly authorized representative of the parties hereto:
(PLEASE PRINT OR TYPE)
ALPS Mutual Funds Services, Inc.
By:/s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Denver Investment Advisors LLC
By:/s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman
Westcore Trust
On behalf of the Funds listed on Exhibit A to this Agreement
By:/s/ Xxxx X. Xxxxxxxxx
------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
PAINEWEBBER INCORPORATED
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
By:/s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Sr. Vice President
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EXHIBIT A
Distributor is the principal underwriter and distributor for each of the
following Funds that are parties to the Agreement:
(INSERT FUND NAMES HERE; PLEASE TYPE)
Westcore MIDCO Growth Fund
Westcore Growth and Income Fund
Westcore Blue Chip Fund
Westcore Small-Cap Opportunity Fund
Westcore Intermediate-Term Bond Fund
Westcore Long-Term Bond Fund
Westcore Colorado Tax-Exempt Fund
EXHIBIT B
UNDERSTANDING REGARDING THE
ACCURACY, COMPLETENESS AND CIRCUMSTANCES OF PROVIDING
WRITTEN MATERIALS
PaineWebber Incorporated and its affiliates ("PaineWebber") have a formal
policy relating to all offering documents, sales literature, and marketing
materials (1) of outside mutual fund products made available through
PaineWebber's Program, including all such materials distributed or made
available by you. All such materials must be up-to-date as of the time they are
distributed or made available by you to PaineWebber personnel, including, but
not limited to, PaineWebber's employees, agents and representatives. In
addition, for all such materials that you distribute or make available to
PaineWebber personnel, you represent, warrant and covenant now and for such
materials in the future that:
1. PUBLIC MATERIALS: All materials intended for public dissemination
which are distributed or made available by you to PaineWebber personnel have
been submitted to and cleared by the United States Securities and Exchange
Commission or the National Association of Securities Dealers, Inc., as
appropriate for use by an NASD member, and comply with applicable laws, rules
and regulations.
2. "INTERNAL USE ONLY" MATERIALS: No material will be distributed or
made available to PaineWebber personnel which is intended for "internal" or
"broker use only."
3. CONTINUING COMPLIANCE: You acknowledge that the distribution to
PaineWebber personnel of the above-referenced materials that are not in
compliance with the above statements is strictly prohibited, and you acknowledge
that PaineWebber is relying on you fulfilling your obligations and agreements
hereunder. Further, you will take all reasonable actions to prevent the
distribution to PaineWebber personnel of any such materials that are
inconsistent with these representations.
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(1) Sales literature, marketing materials and "Internal Use Only" documents
include, but are not limited to: broker-dealer kits; brochures;
newsletters; advertisements; documents regarding sales promotions or
contests; questions and answer sheets; scripts; speech outlines or other
public presentations; prospecting or solicitation letters; slide
presentations; audiotapes and videotapes; columns prepared for outside
publications; reprints or excerpts from published materials; and any
documents or materials adapted from the above materials.
