ALPS Distributors, Inc.
Anti-Money Laundering
Delegation Amendment
July 24, 2002
Xx. Xxxxxx Xxxxxx
Westcore Funds
0000 00xx Xxxxxx, 00xx Xx
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
Westcore Trust (the "Fund") and ALPS Distributors, Inc. (the "ADI") are parties
to an Amended and Restated Distribution Agreement dated as of November 1, 2000
(the "Agreement") under which XXX performs as distributor and underwriter for
the Fund. In connection with the enactment of the USA Patriot Act of 2001 and
the regulations promulgated thereunder, (collectively, the "Patriot Act"), the
Fund has requested and ADI has agreed to amend the Agreement as of the date
hereof in the manner set forth below:
WHEREAS, the Patriot Act imposes new anti-money laundering requirements on
financial institutions, including mutual funds;
WHEREAS, the Fund recognizes the importance of complying with the Patriot Act
and the Fund has developed and implemented a written anti-money laundering
program, which is designed to satisfy the requirements of the Patriot Act, (the
"Fund's Program");
WHEREAS, the Patriot Act authorizes a mutual fund to delegate to a service
provider, including its distributor, the implementation and operation of aspects
of the fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to ADI the implementation and operation of
certain aspects of the Fund's Program and ADI desires to accept such delegation.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement, pursuant to the terms thereof, as follows
1. Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the
Fund hereby delegates to ADI those aspects of the Fund's Program that
are set forth on Exhibit A, attached hereto. The duties set forth on
Exhibit A may be amended, from time to time, by mutual agreement of the
parties upon the execution by both parties of a revised Exhibit A
bearing a later date than the date hereof.
1.2 ADI agrees to perform such delegated duties subject to and in
accordance with the terms and conditions of the Agreement. ADI has
provided a copy of its Anti-Money Laundering policies and procedures to
the Fund and will provide to the Fund any material modifications to its
Anti-Money Laundering policies and procedures promptly after their
adoption. With respect to any internal audits of ADI's Anti-Money
Laundering Program, XXX agrees to provide a written summary of the most
recent assessment and any recommendations to the Fund's Compliance
Officer promptly after its completion.
2. Consent to Examination
2.1 In connection with the performance by ADI of the above-delegated
duties, XXX understands and acknowledges that the Fund remains
responsible for assuring compliance with the Patriot Act and that the
records ADI maintains for the Fund relating to the Fund's Program may
be subject, from time to time, to examination and/or inspection by
federal regulators in order that the regulators may evaluate such
compliance. ADI hereby consents to such examination and/or inspection
and agrees to cooperate with such federal examiners in connection with
their review. For purposes of such examination and/or inspection, ADI
will use its best efforts to make available, during normal business
hours, all required records and information for review by such
examiners.
3. Limitation on Delegation.
3.1 The Fund acknowledges and agrees that in accepting the delegation
hereunder, XXX is agreeing to perform only those aspects of the Fund's
Program that have been expressly delegated hereby and is not
undertaking and shall not be responsible for any other aspect of the
Fund's Program or for the overall compliance by the Fund with the
Patriot Act.
4. Miscellaneous.
4.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
4.2. Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
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ALPS DISTRIBUTORS, INC.
By:
--------------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
WESTCORE TRUST
By:
--------------------------------------------
Name:
-----------------------------------
Title:
-----------------------------------
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Exhibit A
Delegated Duties
With respect to selling agreements between ADI and firms engaged in the sale of
shares of the Fund ("Selling Firms"), ADI shall:
o obtain certifications from each Selling Firm stating it has an
anti-money laundering program as required by 5318(h) of the BSA and
Rule 3011 of the Conduct Rules of the National Association of
Securities Dealers.
o Create and maintain records required pursuant to applicable law and
regulation and make the same available for inspection by the Fund and
the Fund's Program auditor during regular business hours and on
reasonable notice to ADI.
o Immediately notify the Fund, unless prohibited by applicable law, of
any suspicious activity which appears to involve money laundering.
ALPS DISTRIBUTORS, INC. WESTCORE TRUST
By: By:
------------------------- -------------------------------
Name: Name:
Title: Title:
Date:_______________________
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