EXHIBIT (h)(19)
AGREEMENT
AGREEMENT, made as of September 1, 1998 between Denver Investment
Advisors, LLC ("DIA"), ALPS Mutual Funds Services, Inc. ("ALPS") Boston
Financial Data Services, Inc. ("BFDS") and Westcore Trust (the "Trust").
WITNESSETH
WHEREAS, DIA has entered into an Agency Trading Agreement dated
September 1, 1998 with Fidelity Investment Institutional Operations Company,
Inc. ("FIIOC") ("Agency Trading Agreement") which requires DIA to adhere to
certain duties and procedures;
NOW THEREFORE, the parties desire to record their understanding of the
duties and procedures required of DIA under the Agency Trading Agreement and
hereby allocate certain of these duties and procedures as it is agreed between
the parties hereto as follows:
1. RESPONSIBILITY OF ALPS.
ALPS will comply with the following Sections of the Agency
Trading Agreement: Section 3 which relates to pricing information procedures;
and Exhibit C which relates to remote pricing procedures.
2. RESPONSIBILITY OF BFDS.
BFDS will comply with the following Sections of the Agency
Trading Agreement: Section 4 and Exhibit D which relate to trade reporting
procedures; Section 5 which relates to settlements made by wire transfer; and
Section 6 which relates to confirmation and reconciliation.
3. RESPONSIBILITY OF THE TRUST.
The Trust will comply with the following Sections of the Agency
Trading Agreement: Section 8(a) which contains a representation of full
authority to enter into the Agency Trading Agreement and to appoint FIIOC as
agent; Section 8(b) which contains a representation that the Trust has entered
into a transfer agency agreement; Section 8(c) which contains a representation
that the portfolios listed on an attached exhibit are registered under
applicable laws; Section 9 which relates to fund waivers of loads or fees;
Section 11 which relates to mailing and costs of periodic fund materials and
Section 12 which relates to mailing and costs of proxy materials.
4. INDEMNIFICATION.
The Agency Trading Agreement provides that DIA shall indemnify
FIIOC against certain losses which FIIOC may incur. If and to the extent that:
(a) DIA is required to indemnify FIIOC under the Agency Trading
Agreement, ALPS shall reimburse DIA for any indemnification payments made by DIA
to FIIOC, whether related to expenses or otherwise, to the extent that such
payments are attributable to (i) any misstatement in or omission of a material
fact in any written materials that ALPS has provided to DIA, to FIIOC or to the
Trust for inclusion in the registration statement or any prospectus of the Trust
filed under the Securities Act of 1933, as amended, or (ii) any action or
omission of ALPS that is negligent or constitutes a breach of its obligations
under any contract with DIA; (b) BFDS shall reimburse DIA for any
indemnification payments made by DIA to FIIOC, whether related to expenses or
otherwise, to the extent that such payments are attributable to (i) any
misstatement in or omission of a material fact in any written materials that
BFDS has provided to DIA or to FIIOC, or to the Trust for inclusion in the
registration statement or any prospectus of the Trust filed under the Securities
Act of 1933, as amended, or (ii) any action or omission of BFDS that is
negligent or constitutes a breach of its obligations under any contract with DIA
or the Trust; and (c) the Trust shall reimburse DIA for any indemnification
payments made by DIA to FIIOC, whether related to expenses or otherwise, to the
extent that such payments are attributable to (i) any misstatement in or
omission of a material fact in any written materials that the Trust has provided
to DIA or to FIIOC, or (ii) any action or omission of the Trust that is
negligent or constitutes a breach of its obligations under any contract with
DIA, or (iii) any misstatement in or omission of a material fact by the Trust in
the registration statement or any prospectus of the Trust filed under the
Securities Act of 1933, as amended, except for misstatements or omissions that
are attributable in whole or in part to DIA, ALPS or BFDS.
4. 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 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
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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.
5. DURATION AND TERMINATION.
This Agreement shall take effect as of the date hereof and shall
terminate upon termination of the Agency Trading Agreement, except with respect
to transactions that occurred prior to such termination, and except that the
indemnification provisions herein shall survive such termination.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the day and year first
above written.
ALPS MUTUAL FUNDS SERVICES, INC.
By: /s/Xxxxxx X. Xxxxxx
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Title: CFO
DENVER INVESTMENT ADVISORS, LLC
By: /s/Xxxxxxx X. Xxxxxxx
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Title: Chairman
WESTCORE TRUST
By: /s/Xxxx X. Xxxxxxxxx
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Title: Vice President
BOSTON FINANCIAL DATA SERVICES, INC.
By: /s/Xxxxxxxx Xxxxxxxxxx
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Title: CSO
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