XXXXX FARGO
SHAREHOLDER SERVICE AGREEMENT
This SHAREHOLDER SERVICE AGREEMENT ("Agreement") is made as of July 1,
1996, by and among XXXXX FARGO BANK, N.A., a national banking association
("XXXXX"), and Westcore Trust, a Massachusetts business trust which is an
investment company registered under the Investment Company Act of 1940 (the
"Act") (the "Company"), and ALPS Mutual Funds Services, Inc., a Colorado
corporation and the distributor of the Funds ("Distributor") and Denver
Investment Advisors LLC, a Colorado Limited liability company (the
"Administrator").
RECITALS
WHEREAS, the parties hereto desire that XXXXX provide certain shareholder
and administrative services to Company relating to the Company's investment
portfolios identified in Exhibit A hereto (the "Funds");
WHEREAS, XXXXX is a subsidiary of Xxxxx Fargo & Co., a bank holding
company, which owns certain other banks (the "Affiliates");
WHEREAS, XXXXX and Affiliates act as trustee or custodian of various
employee benefit plans (the "Plans") and XXXXX acts as subcustodian and
recordkeeper of the Plans for which the Affiliates act as trustee or custodian;
WHEREAS, a named fiduciary of the Plans has made an independent
determination of the Funds to be offered as investment options under the Plans;
WHEREAS, various participants of the Plans may instruct XXXXX, either
directly or through an Affiliate, to invest a portion of their accounts in
shares of the Funds; each participant shall have an undivided beneficial
interest in the shares of the Funds to be maintained by XXXXX; and,
WHEREAS, certain policies, procedures and information are necessary to
enable XXXXX to have the Plans purchase and sell shares in the Funds.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
the parties agree as follows:
AGREEMENT
1. THE SERVICES. XXXXX shall provide shareholder and administration
services for the Plans as shareholders of the
Company. Such services may include, without limitation: answering inquiries
regarding the Company on matters such as share prices, account balances and
dividend amounts and dates, establishment and maintenance of shareholder
accounts and records; assistance in processing purchase and redemption
transactions; providing periodic statements showing a shareholder's account
balance and integration of such statements with those of other transactions and
balances in the shareholder's other accounts serviced by XXXXX, if any; and such
other information and services as Company may reasonably request, to the extent
XXXXX is permitted by applicable statute, rule or regulation to provide such
information or services (collectively, the "Services").
2. THE ACCOUNT. XXXXX will maintain on behalf of the Plans one
account per Fund (the "Account"), which Account will be opened upon completion
of the application forms then applicable to the desired Fund. In connection
with such Account, XXXXX represents and warrants that it has the authority to
act on behalf of the Plans, it has examined any trust instruments, corporate
authorizations or other authorizing documentation and the person or persons who
signed XXXXX' or Affiliates' contracts with the Plans were themselves properly
authorized by the Plans and the entities which they represent. The Funds shall
designate the Accounts with an account number. Account numbers will be the
means of identification when the parties are transacting in the Accounts. The
assets in the Accounts are assets of the Plans, are segregated from XXXXX' own
assets and are carried free of any lien or payment. The Company agrees to cause
all of the Accounts to be kept open on each Fund's books regardless of a lack of
activity or small position size except to the extent XXXXX takes specific action
to close an Account or to the extent the Fund's prospectus reserves the right to
close accounts which are inactive or of a small position size. In the latter
two cases, the Company will give prior notice to XXXXX before closing an
Account.
3. PRICING INFORMATION. Distributor will provide to XXXXX on each
day a Fund is open for trading (a "Business Day"), that day's closing net asset
value, dividends, income accrual factors, and capital gains information for such
Funds no later than 6:30 p.m. Eastern Time.
4. PRICE ERRORS.
(a) In the event adjustments are required to correct any error
in the computation of the net asset value of Fund shares, Distributor shall
notify XXXXX as soon as practicable after discovering the need for those
adjustments. Notification may be made orally or via direct or indirect systems
access. Such notification must state for each day for which an error occurred
the incorrect price, the correct price, and, to
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the extent communicated to the Fund's shareholders, the reason for the price
change. Distributor agrees that XXXXX may send this written notification or
derivation thereof (so long as such derivation is approved in advance by
Distributor) to Plan participants whose accounts are affected by the price
change.
(b) If an Account received amounts in excess of the amounts to
which it otherwise would have been entitled prior to an adjustment for an error,
XXXXX, when requested by Distributor, will make a good faith attempt to collect
such excess amounts from the Plan. In no event, however, shall XXXXX be liable
to Distributor for any such amounts.
(c) If an adjustment is to be made in accordance with subsection
4(a) above to correct an error which has caused an Account to receive an amount
less than that to which it is entitled, Distributor shall make all necessary
adjustments (within the parameters specified in subsection 4(a)) to the number
of shares owned in the Account and distribute to XXXXX the amount of such
underpayment for credit to the Plans.
5. PURCHASE AND REDEMPTION ORDERS. On each Business Day, XXXXX
shall aggregate and calculate the net purchase and redemption orders for each
Account that it received prior to 1:00 p.m., Pacific Time (i.e., the close of
trading), and communicate to Distributor, by facsimile or, in XXXXX' discretion,
by telephone, the net aggregate purchase or redemption order (if any) for each
Account for such Business Day. (Such Business Day is sometimes referred to
herein as the "Trade Date.") XXXXX will communicate such orders to Distributor
prior to 8:00 a.m., Pacific Time, on the next' Business Day following the Trade
Date. All trades communicated to Distributor by the foregoing deadline shall be
treated by Distributor as if they were received by Distributor prior to 1:00
p.m., Pacific Time, on the Trade Date.
6. SETTLEMENT OF TRANSACTIONS.
(a) Purchases. XXXXX will transmit the purchase price of each
purchase order to Distributor in accordance with written instructions provided
by Distributor to XXXXX for the applicable Fund by wire transfer prior to 10:00
a.m., Pacific Time, on the next Business Day following the Trade Date. XXXXX
agrees that if it fails to (i) wire the purchase price to Distributor before
such 10:00 a.m. deadline or (ii) provide Distributor with a Federal Funds wire
system reference number evidencing the wire transfer of the purchase price to
Distributor prior to such 10:00 a.m. deadline, it will indemnify and hold
harmless Distributor and the Fund for which such purchase order was placed from
any liabilities, costs and damages either may suffer as a result of such
failure.
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(b) Redemptions. Company will use its best efforts to transmit
to XXXXX the proceeds of all redemption orders placed by XXXXX by 10:00 a.m.,
Pacific Time, on the Business Day immediately following the Trade Date by wire
transfer on that Business Day. Should Company need to extend the settlement on
a trade, it will contact XXXXX to discuss the extension. For purposes of
determining the length of settlement, Company agrees to treat the Accounts the
same as it treats other direct shareholders of the Funds. Each wire transfer of
redemption proceeds shall indicate, on the Fed Funds wire system, the amount
thereof attributable to each Fund; provided, however, that if the number of
entries would be too great to be transmitted through the Federal Funds wire
system, Company shall, on the day the wire is sent, fax such entries to XXXXX or
if possible, send via direct or indirect systems access.
Redemption wires should be sent to:
ABA #000000000
Credit to #250090909
Further Credit to Account Number
(See Exhibit C Attached)
Fax supplements should be sent to:
XXXXX FARGO BANK, N.A.
(000) 000-0000
Attention: Mutual Funds
7. AGENCY. Distributor hereby appoints XXXXX as its agent for the
limited purpose of accepting orders from the Plans and their participants for
the purchase and redemption of shares of the Funds by XXXXX on behalf of each
Plan.
8. PARTICIPANT RECORDKEEPING. Recordkeeping and other
administrative services to Plan participants shall be the responsibility of
XXXXX and shall not be the responsibility of the Company or Distributor or
Administrator. The Company will recognize XXXXX as a single shareholder and as
an unallocated account in the Funds and will not maintain separate accounts for
Plans or Plan participants. Upon the request of the Company or Distributor or
Administrator, XXXXX shall provide copies of all records relating to the Funds
as may reasonably be requested to enable the Funds or their representatives to
comply with any request of a governmental body or self-regulatory organization.
9. ACCOUNT ACTIVITY AND DISTRIBUTION INFORMATION.
(a) Distributor and/or Company will provide XXXXX (i)
confirmations of Account activity within five Business Days after each day on
which a purchase or redemption of Shares is effected for an Account, (ii)
statements detailing activity in
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each Account no less frequently than monthly, and (iii) such other information
as may be reasonably requested by XXXXX.
(b) As to each Fund, Distributor shall provide XXXXX with all
distribution announcement information as soon as it is announced by such Fund.
The distribution information shall set forth ex-dates, record date, payable
date, distribution rate per share, record date share balances, cash and
reinvested payment amounts and all other information reasonably requested by
XXXXX, Where possible, Distributor shall provide XXXXX with direct or indirect
systems access to Distributor's systems for obtaining such distribution
information. If direct or indirect systems access is not possible, Distributor
shall fax distribution information to:
XXXXX FARGO BANK, N.A.
(000) 000-0000
Attention: Mutual Funds
(c) All dividends and capital gains distributions will be
automatically reinvested on payable date at net asset value in accordance with
each Fund's then current prospectus.
10. PROXIES. XXXXX will distribute all proxy material furnished by
the Funds to each Plan and will vote the Plan's shares as directed by the Plan
participants or the Plan administrator. XXXXX shall not in any way recommend
action in connection with or oppose or interfere with the solicitation of such
proxies.
11. FUND EXPENSES. XXXXX shall not bear any of the expenses for the
cost of registration of the Funds' shares, preparation of the Funds'
prospectuses, proxy, materials and reports, and the preparation of other related
statements and notices required by law.
12. PLAN PARTICIPANT COMMUNICATIONS. Distributor shall provide to
XXXXX or its authorized representative, at no expense to XXXXX, the following
shareholder communications materials prepared for circulation to shareholders of
record of a Fund in quantities requested by XXXXX which are sufficient to allow
mailing thereof by XXXXX, to the extent required by applicable law, to all Plan
participants which indirectly hold shares in a Fund through the Plan: proxy or
information statements, annual reports, semiannual reports, and all updated
prospectuses, supplements and amendments thereof.
13. XXXXX COMPENSATION AND EXPENSES. In consideration of its
providing the Services, XXXXX shall be entitled to receive from the
Administrator the fees as set forth in Exhibit B attached hereto. The Company
is not liable to XXXXX for the fee hereunder. In addition, Administrator shall
reimburse XXXXX for
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all reasonable out-of-pocket expenses incurred in connection with providing such
Services. These expenses shall include, but shall not be limited to, actual
postage expense of mailing updated prospectuses, financial reports and proxies
to shareholders. The payment of such fees and expenses has or will be
authorized to the extent necessary by the Board of Directors of the Company.
The Company will not bear directly or indirectly the cost of any activity
primarily intended to result in the distribution of Fund shares.
14. COMPLIANCE WITH LAWS.
(a) Company, Administrator and Distributor acknowledge and agree
that XXXXX is not responsible for: (i) any information contained in any
prospectus, registration statement, annual report, proxy statement, or item of
advertising or marketing material prepared by Company or Distributor of or
relating to any Fund, (ii) the registration or qualification of any shares of
any Fund under any federal or applicable state laws and (iii) the compliance by
Company, Distributor, any Fund and an "affiliated person" (as that term is
defined in the Act) of any of them (each, an "Affiliate"), with all applicable
federal or state law, rule or regulation (including the Act, the Investment
Advisers Act of 1940, as amended, and the rules and regulations thereunder) and
the rules and regulations of any self-regulatory organization with jurisdiction
over Company, Distributor, a Fund or an Affiliate (the foregoing laws, rules and
regulations are collectively referred to herein as "Applicable Law").
(b) XXXXX shall comply with any Applicable Law relating to the
services XXXXX provides pursuant to this Agreement including record keeping and
preservation of records requirements of the Investment Company Act of 1940 and
the rules thereunder and other applicable statutes.
(c) Each party hereto is entitled to rely on any written
records or instructions provided to it by the other party.
15. INDEMNIFICATION.
(a) XXXXX shall indemnify, defend and hold harmless Company,
Administrator, Distributor and each Fund and each of their directors, officers,
employees and agents and each person who controls them within the meaning of the
Securities Act of 1933, as amended ("Company Indemnitees"), from and against any
and all losses, claims, damages, liabilities and expenses (including reasonable
attorney's fees) they incur ("Losses") insofar as such Losses arise out of or
are based upon (i) XXXXX' negligence or willful misconduct in the performance of
its duties and obligations under this Agreement, (ii) XXXXX' violation of
Applicable Law in connection with the performance of its duties
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and obligations under this Agreement, (iii) any breach by XXXXX of any material
provision of this Agreement (including the failure to wire funds or provide the
Federal Funds reference number thereof by the deadline established in Section
6(a) hereof), and (iv) any breach by XXXXX of a representation, warranty or --
covenant made by it in this Agreement. XXXXX shall also promptly reimburse the
Company Indemnitees for any legal or other expenses reasonably incurred, as
incurred, by them in connection with investigating or defending against such
Losses. This indemnity agreement is in addition to any other liability which
XXXXX may otherwise have.
(b) Company shall indemnify, defend and hold harmless XXXXX and
its parent, Affiliates, directors, officers, employees and agents and each
person who controls them within the meaning of the Securities Act of 1933, as
amended (the "Bank Indemnitees"), from and against any and all Losses insofar as
such Losses arise out of or are based upon (i) Company's negligence or willful
misconduct in the performance of its duties and obligations under this
Agreement, (ii) Company's violation of Applicable Law in connection with
Distributor's advertising, offering and selling of shares of a Fund or the
performance of its duties and obligations under this Agreement, (iii) any breach
by Company of any material provision of this Agreement, and (iv) any breach by
Company of a representation, warranty or covenant made in this Agreement.
Company shall also promptly reimburse the Bank Indemnitees for any legal or
other expenses reasonably incurred, as incurred, by them in connection with
investigating or defending against such Losses. This indemnity agreement is in
addition to any other liability which Company may otherwise have.
(c) Distributor shall indemnify, defend and hold harmless the
Bank Indemnitees from and against any and all Losses insofar as such Losses
arise out of or are based upon (i) Distributor's negligence or willful
misconduct in the performance of its duties and obligations under this
agreement, (ii) Distributor's violation of Applicable Law in connection with
Distributor's advertising, offering and selling of shares of a Fund or the
performance of its duties and obligations under this Agreement, (iii) any breach
by Distributor of any material provision of this Agreement, and (iv) any breach
by Distributor of a representation, warranty or covenant made in this Agreement.
Distributor shall also promptly reimburse the Bank Indemnitees for any legal or
other expenses reasonably incurred, by them in connection with investigating or
defending against such Losses. This indemnity agreement is in addition to any
other liability which Distributor may otherwise have.
(d) Administrator shall indemnify, defend and hold harmless the
Bank Indemnitees from and against any and all Losses insofar as such Losses
arise out of or are based upon (i) Administrator's negligence or willful
misconduct in the
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performance of its duties and obligations under this agreement, (ii)
Administrator's violation of Applicable Law in connection with Distributor's
advertising, offering and selling of shares of a Fund or the performance of its
duties and obligations under this Agreement, (iii) any breach by Administrator
of any material provision of this Agreement, and (iv) any breach by
Administrator of a representation, warranty or covenant made in this Agreement.
Administrator shall also promptly reimburse the Bank Indemnitees for any legal
or other expenses reasonably incurred, by them in connection with investigating
or defending against such Losses. This indemnity agreement is in addition to
any other liability which Administrator may otherwise have.
(e) Promptly after receipt by a party entitled to
indemnification under this Section 15 (an "Indemnified Party") of notice of the
commencement of an investigation, action, claim or proceeding, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 15, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any Indemnified Party otherwise than
under this paragraph. In case any such action is brought against any
Indemnified Party, and it notified the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to
the extent that it may wish, assume the defense thereof, with counsel
satisfactory to such Indemnified Party. After notice from the indemnifying
party of its intention to assume the defense of an action, the Indemnified Party
shall bear the expenses-of any additional counsel obtained by it, and the
indemnifying party shall not be liable to such Indemnified Party under this
paragraph for any legal or other expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof other than reasonable
costs of investigation.
16. REPRESENTATIONS AND WARRANTIES.
(a) Company, Administrator and Distributor. Each of Company,
Administrator and Distributor each hereby represent and warrant to XXXXX with
respect to itself only:
(i) It has the power and the authority to enter into and
perform all of its duties and obligations under this Agreement;
(ii) This Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(iii) No consent or authorization of, filing with, or other
act by or in respect of any governmental authority, is required in connection
with the execution,
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delivery, performance, validity or enforceability of this Agreement;
(iv) The execution, performance and delivery of this
Agreement by it will not result in it violating any Applicable Law or breaching
or otherwise impairing any of its contractual obligations; and
(v) The Funds are each registered as investment companies
under the Act and Fund shares sold by the Funds are, and will be, registered
under the Securities Act of 1933.
(b) XXXXX. XXXXX hereby represents and warrants to Company,
Administrator and Distributor:
(i) It has the corporate power and the authority to enter
into and perform all of its duties and obligations under this Agreement;
(ii) This Agreement constitutes its legal, valid and binding
obligation and is enforceable against it in accordance with its terms;
(iii) No consent or authorization of, filing with, or other
act by or in respect of any governmental authority, is required in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement;
(iv) The execution, performance and delivery of this
Agreement will not result in XXXXX violating any Applicable Law or breaching or
otherwise impairing any of its contractual obligations;
(v) XXXXX is not an investment fiduciary with respect to
the selection of the Funds as an investment option under the Plans:
(vi) XXXXX will disclose to representatives of the Plans
that it provides services with respect to the Funds and that it receives
compensation for providing such services for the Funds.
17. TIME OF THE ESSENCE. Company and Distributor acknowledge that
the time deadlines set forth in this Agreement are essential to the successful
execution by XXXXX of its obligations to the Plans. Further, Company and
Distributor acknowledge that the failure by either or both of them to comply
with the deadlines set forth herein may cause damages or expenses to XXXXX, its
Affiliates or the Plans.
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18. TERMINATION. Any party may terminate this Agreement: (a) by
providing 90 days' written notice to the other parties; (b) at any time by
giving 30 days' written notice to the other parties in the event of a material
breach of this Agreement by the other party or parties that is not cured during
such 30 day period; (c) upon institution of formal proceedings relating to the
legality of the terms and conditions of this Agreement by the National
Association of Securities Dealers, Inc., the Securities and Exchange Commission
or any other regulatory body; (d) upon assignment of the Agreement in
contravention of the terms hereof; (e) in the event shares of a Fund are not
registered, issued or sold in conformance with Federal law or such law precludes
the use of Fund shares as an underlying investment medium of the Plans; prompt
notice shall be given by either party to the other in the event the conditions
of this provision occur; and (f) upon such shorter notice as is required by law,
order, or instruction by a court of competent jurisdiction or a regulatory body
or self-regulatory organization with jurisdiction over the terminating party.
19. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of California
applicable to agreements fully executed and to be performed therein; exclusive
of conflicts of laws.
20. AMENDMENT AND WAIVER. No modification of any provision of this
Agreement will be binding unless in writing and executed by the party to be
bound thereby. No waiver of any provision of this Agreement will be binding
unless in writing and executed by the party granting such waiver. Any valid
waiver of a provision set forth herein shall not constitute a waiver of any
other provision of this Agreement. In addition, any such waiver shall
constitute a present waiver of such provision and shall not constitute a
permanent future waiver of such provision.
21. ASSIGNMENT. This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and assigns;
provided, however, that neither this Agreement nor any rights, privileges,
duties or obligations of the parties may be assigned by either party without the
written consent of the other party or as expressly contemplated by this
Agreement.
22. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the transactions covered and contemplated
hereunder, and supersedes all prior agreements or understandings between the
parties relating to the subject matter hereof, including any such agreement to
which First Interstate Bank of California, or any its affiliates, was a party.
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23. NO JOINT VENTURE. Neither the execution nor performance of this
Agreement shall be deemed to create a partnership or joint vesture by and among
any of the parties hereto.
24. NOTICES. All notices hereunder shall be given in writing (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
telecopy, by registered or certified mail or by overnight delivery (postage
prepaid, return receipt requested) to XXXXX at the address set forth below and
to the Company, the Distributor and the Administrator to the addresses set forth
on the signature pages:
Xxxxx Fargo Bank, N.A.
Trust Operations Center
00000 Xxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Mutual Funds
25. EXPENSES. All expenses incident to the performance by each party
of its respective duties under this Agreement shall be paid by that party,
except as provided in Section 13 and in Exhibit B.
26. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
27. SURVIVAL. The provisions of Sections 14 and 15 shall survive
termination of this Agreement.
28. NON-EXCLUSIVITY. Each of the parties acknowledges and agrees
that this Agreement and the arrangements described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities.
29. MANDATORY ARBITRATION. Any controversy or claim among the
parties, including but not limited to those arising out of or relating to this
Agreement or any agreements or instruments relating to or delivered in
connection with them (all of which collectively may be referred to as (the
"Subject Documents"), and any claim based on or arising from an alleged tort,
shall at the request of any party to this Agreement be determined by
arbitration. The arbitration shall be conducted in accordance with the United
States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law
provision in the Subject Documents, and under the Commercial Rules of the
American Arbitration Association ("AAA"). The arbitrator(s) shall resolve all
claims and defenses or other matters in dispute in accordance with applicable
law, including without limitation thereto, all
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statutes of limitation. Any controversy concerning whether an issue is
arbitrable shall be determined by the arbitrator(s). Judgment upon the
arbitration award may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuit of
provisional or ancillary remedies shall not constitute a waiver of the right of
any party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief.
30. MASSACHUSETTS BUSINESS TRUST PROVISIONS
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 copy of which is on file at 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
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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 undersigned have executed this Agreement as of
the date first above written.
COMPANY DISTRIBUTOR
By:/s/ Xxxx X. Xxxxxxxxx By:/s/ Xxxxx Xxxxx
------------------------ ---------------------------
Title: Chairman Title:General Counsel
--------------------- ------------------------
Address:370 17th St., Address:370 17th St.,
------------------- ----------------------
Suite 2700 Suite 2700
------------------- ----------------------
Xxxxxx, XX 00000 Xxxxxx, XX 00000
------------------- ----------------------
XXXXX FARGO BANK, N.A. ADMINISTRATOR
By:/s/ Xxxx X. Xxx By: /s/ Xxxxxxx X. Xxxxxxx
------------------------ ---------------------------
Title:Asst. Vice President Title:President
--------------------- -------------------------
Address:4365 Executive Dr. Address:1225 17th St.
-------------------- -----------------------
Suite 1700 26th Floor
-------------------- -----------------------
Xxx Xxxxx, XX 00000 Xxxxxx, XX 00000
-------------------- -----------------------
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EXHIBIT A
The Distributor will compensate XXXXX for the services and facilities provided
under the Agreement at the maximum annual rates for the following funds:
Westcore Blue Chip
Westcore Growth & Income
Westcore Intermediate Term Bond
Westcore Long Term Bond
Westcore Midco Growth
Westcore Small-Cap Opportunity
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EXHIBIT B
Payments to XXXXX under Section 13 of the Agreement will be made according to
the following schedule:
Fees are payable monthly at an annual rate of 0.25% for listed equity Funds and
0.20% for listed fixed-income Funds of the net asset value of outstanding shares
of such Fund held by Plans receiving services described in the Agreement with
XXXXX. Such fees are payable within 30 days following the end of each period
for which such fees are payable.
Please remit Service Agreement Fees to the following address:
ChoiceMaster Service Center
Attn: Systems Manager
0000 Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000-0000
000-000-0000
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