OMNIBUS ACCOUNT SERVICES AGREEMENT
AGREEMENT entered into as of 2/26/98, by and amount Westcore Trust, Denver
Investment Advisors LLC. (Company) and National Investors Services Corp.,
(NISC).
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
CLIENT-SHAREHOLDERS shall mean those clients of NISC who maintain an interest in
an omnibus account with one or more Funds registered in the name of "National
Investors Services Corp." and who receive services from NISC under this
Agreement.
FUNDS - SHALL INCLUDE WESTCORE TRUST, A MASSACHUSETTS BUSINESS TRUST, AND THE
INVESTMENT PORTFOLIOS THEREOF SET FORTH ON THE ATTACHED LIST.
In consideration of the mutual covenants herein contained, the parties agree as
follows:
1. NISC agrees to perform certain services for the
Client-shareholders as more particularly set forth below. NISC represents
and warrants that it has and will continue at all times to have the
necessary facilities, systems, equipment and personnel to perform its
services hereunder in a business-like and competent manner and to comply
with any applicable laws, rules and regulations related to the services to
be provided under this Agreement, including the maintenance and
preservation of all records and registrations required by any applicable
laws, rules and regulations.
2. NISC represents and warrants that all Client-shareholders are
aware that they are transacting business with NISC and not the Funds or the
Company, and that they will look only to NISC and not the Funds or the
Company for resolution of problems or discrepancies in their accounts.
3. NISC agrees that it will establish with the Funds one or more
omnibus accounts registered in NISC's name for Client-shareholders in the
Funds, and will perform various services for the Client-shareholders in
those accounts, including without limitation; establishing and maintaining
records of Client-shareholders' accounts; processing purchase and
redemption transactions; confirming Client-shareholder transactions;
answering routine client inquiries regarding the Fund; assistance to
Client-shareholders in changing dividend options, account designations and
addresses; withholding taxes on non-resident alien accounts; disbursing
income dividends and capital gains distributions; reinvesting dividends and
distributions; preparing and delivering to Client-shareholders, and state
and Federal authorities, including the United States Internal Revenue
Service, such information respecting dividends and distributions paid by
the Funds as may be required by law, rule or regulation; withholding on
dividends and distributions as may be required by state or Federal
authorities from time to time; and such other services as the Funds or the
Company may reasonably request.
4. NISC shall maintain all Client-shareholder records, consistent
with requirements of all applicable laws, rules and regulations. NISC
shall provide copies of written communications regarding the Funds to or
from such Client-shareholders, and other materials. NISC shall make
available (if requested) to the Funds records or communications necessary
to determine the number of Client-shareholders in each NISC omnibus
account. If, at any time, the Funds or the Company determines that NISC's
practices, procedures or controls are inadequate, written notice of such
inadequacy shall be given to NISC and NISC shall have 15 days plus any
additional time which the Funds or the Company may provide to correct its
practices, procedures or controls. In the event such practices, procedures
or controls are not adequately corrected by NISC, the Company shall have
the right to immediately terminate this Agreement. Nothing in this
Agreement shall impose upon the Fund or the Company obligation to review
NISC's practices, procedures and controls.
5. The official records of transactions of NISC's omnibus account and
the number of shares in such omnibus accounts shall be as determined by the
Funds. NISC shall be solely responsible for any discrepancies between its
omnibus accounts and the Client-shareholder accounts and for the
maintenance of all records regarding the Client-shareholders, the
Client-shareholders' transactions, and the Client-shareholders' interest in
the omnibus accounts.
6. NISC is solely responsible for the reconciliation of customer
accounts with its omnibus account at the Funds. If any such reconciliation
indicates any unexplained reconciling item or items, the Funds agree to
assist NISC in resolving any discrepancies.
7. While NISC will provide the services to its Client-shareholders as
described in this Agreement, it is understood that NISC will not be acting
as a transfer agent for the Funds.
-2-
8. Each of the Company and the Funds represents and warrants that it
will not knowingly use any information relating to Client-shareholders
received pursuant to this Agreement and not made available to the Company
through other sources to solicit or otherwise attempt to sell products to
Client-shareholders.
9. For the services and facilities described in this Agreement the
Company will pay a fee to NISC after the end of each month at an annual
rate of 0.25% of the average aggregate daily net asset value of shares of
the Funds in accounts for which NISC provides services pursuant to this
Agreement. However, no fee will be due with respect to any shares held in
NISC accounts prior to the effective date of this Agreement. NISC agrees
that it will disclose the fees payable hereunder to the
Client-shareholders.
In computing NISC's fee for a given month, one-twelfth of the
applicable fee rate set forth in Schedule A shall be applied to the average
aggregate daily net asset value of shares of the applicable Funds in
accounts for which NISC provides services for the month in question. For
the month in which this Agreement becomes effective or terminates, there
shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during the month.
Except as otherwise agreed in writing with the Company or the
Funds with respect to specific expenditures by NISC, NISC shall be solely
responsible for all costs and expenses of providing services under this
Agreement.
10. With regard to all the services provided to its
Client-shareholders by NISC, NISC is an independent contractor, is solely
responsible for its actions or inactions, and is not and does not have
authority to act as an agent of the Company or the Funds. NISC is solely
responsible to its Client-shareholders and agrees that at all times,
including after termination of this Agreement, it will be responsible for
all complaints and inquiries from its Client-shareholders relating to
NISC's actions or inactions under this Agreement or relating to the
Client-shareholders' accounts during the period in which this Agreement was
in effect.
11. The Funds will be responsible for any loss, claim, demand or
liability arising from any untrue statement of a material fact contained in
the Funds' prospectus or arising out of any omission to state a material
fact required to be stated therein to make such statements not misleading,
-3-
provided, however, that the Company shall be responsible to the extent that
any such loss, claim, demand or liability arises from any such statement
provided by or any such omission relating to the Company, and provided
further that NISC shall be responsible to the extent that any such loss,
claim, demand or liability arises form any such statement provided by or
any such omission relating to the Company, and provided further that NISC
shall be responsible to the extent that any such loss, claim, demand or
liability arises from any such statement provided by or any such omission
relating to NISC. Each party shall notify the other parties of any claim
for which another party may bear responsibility under this Paragraph and
such other party or parties shall be entitled to assume the defense of any
such claim, in which event the party or parties not assuming the defense
shall bear the cost of such additional counsel as they select. No party
will settle or compromise any claim for which another party may bear
responsibility under this Paragraph without the prior written consent of
such other party or parties unless such other party or parties have
declined to assume the defense of any such claim. This Paragraph shall
survive the termination of the Agreement.
12. NISC shall provide such security as is necessary to prevent
unauthorized use of any on-line computer facilities (if applicable).
13. NISC acknowledges that the Company and the Funds may enter into
similar agreements with others without the consent of NISC.
14. If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder shall not be
affected thereby.
15. This Agreement supersedes all prior services agreements among the
parties relating to Funds.
16. This Agreement shall become effective as of the date it is
accepted by NISC, and will continue in effect until terminated in writing
upon sixty (60) days prior notice by either party to the other; provided,
that NISC shall be entitled to receive all fees it has earned up to and
including the effective date of the termination.
17. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
18. Whenever notice is required under this Agreement, it shall be
given in writing by registered mail to the Company or the Funds at ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
-▇-
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and to NISC AT ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, ATTENTION, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, EXECUTIVE VICE PRESIDENT.
19. Neither NISC or any of its officers, employees or agents are
authorized to make any references to or representations concerning the
Funds except those contained in the Funds' then current prospectuses and
statement of additional information, copies of which will be supplied by
Company to NISC, or in such supplemental literature or advertising as may
be authorized by the Funds or its distributor in writing.
20. NISC will furnish the Funds or their designees with such
information as it or they may reasonably request (including, without
limitation, periodic certifications confirming the provision to NISC
Client-shareholders of the services described in this Agreement, as
amended, and blue sky reports at least monthly), and will otherwise
cooperate with the Funds and their designees (including, without
limitation, any auditors designated by the Funds), in connection with the
preparation of reports to the Funds' Board of Trustees concerning this
Agreement, as amended, and the monies paid or payable by the Funds pursuant
hereto, as well as any other reports or filings that may be required by
law.
21. NISC represents, warrants and agrees that: (i) the services
provided by NISC under this Agreement, as amended, will in no event be
primarily intended to result in the sale of shares' of the Funds; (ii) NISC
will notify its Client-shareholders in writing that Fund shares can be
purchased directly from the Funds without the payment of a transaction fee;
and (iii) NISC will comply, at all times, with all applicable Federal and
state securities laws.
22. The names "Westcore Trust" and "Trustees of Westcore Trust" refer
respectively to the Trust created and the Trustees, as Trustees but not
individually or personally, acting from time to time under an Amended and
Restated Declaration of Trust dated November 19, 1987, which is hereby
referred to and a copy of which is on file at the office of 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
-5-
Property belonging to such class for the enforcement of any claims against
the Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
their respective corporate seals to be affixed as of the date first above
written by their respective officers hereunto duly authorized.
Westcore Trust
ATTEST: BY:
/s/ ▇▇▇▇▇ Wine /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------- -----------------------
▇▇▇▇▇ Wine ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Director of Mutual Fund Vice President
Administration
ATTEST: BY:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- -----------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
First Vice President Executive
NISC Vice President
NISC
ATTEST: BY:
/s/ ▇▇▇▇▇ Wine /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------- -----------------------
▇▇▇▇▇ Wine ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Director of Mutual Fund Chairman
Administration Company
-6-
OMNIBUS ACCOUNT SERVICE AGREEMENT
LIST OF PARTICIPATING FUNDS:
Westcore:
Midco
Blue Chip
Growth & Income
Small Cap Value
Intermediate Bond
Long Term Bond
Colorado Tax Exempt
-7-
