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EXHIBIT (h)(3)(v)
BOOKKEEPING AND PRICING AGREEMENT
Between
WESTCORE TRUST
and
ALPS MUTUAL FUNDS SERVICES, INC.
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TABLE OF CONTENTS
PAGE
1. Agent Appointed Bookkeeping and Pricing Agent...........................................................1
2. Definitions.............................................................................................1
(a) Authorized Person..............................................................................1
(b) Proper Instructions............................................................................2
3. Duties of the Agent.....................................................................................2
4. Subcontractors..........................................................................................3
5. Instructions to the Agent...............................................................................4
6. Agent Compensation......................................................................................4
7. Right to Receive Advice.................................................................................4
8. Liability of the Agent..................................................................................4
9. Reports.................................................................................................5
10. Activities of the Agent.................................................................................5
11. Accounts and Records....................................................................................5
12. Confidentiality.........................................................................................5
13. Duration and Termination of this Agreement..............................................................6
14. Assignment..............................................................................................6
15. Governing Law...........................................................................................6
16. Names...................................................................................................6
17. Amendments to this Agreement............................................................................6
18. Notices.................................................................................................6
19. Counterparts............................................................................................7
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BOOKKEEPING AND PRICING AGREEMENT
AGREEMENT made as of this 1st day of October 2000, between Westcore
Trust, a business trust established under the laws of the Commonwealth of
Massachusetts (the "Fund") and ALPS Mutual Funds Services, Inc., a Colorado
corporation having its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agent").
WHEREAS, the Fund is an open-end management investment company
registered under the Investment Company Act of 1940 presently consisting of the
following portfolios: Blue Chip Fund (formerly known as the Modern Value Equity
Fund), Growth and Income Fund (formerly known as the Equity Income Fund), MIDCO
Growth Fund, Small Cap Opportunity Fund, Plus Bond Fund (formerly known as the
Intermediate-Term Bond Fund), Flexible Income Fund (formerly known as the
Long-Term Bond Fund), Colorado Tax-Exempt Fund, Select Fund, Small-Cap Growth
Fund, International Frontier Fund, International Select Fund, and Mid-Cap
Opportunity Fund; each of such investment portfolios and any additional
investment portfolios that may be established by the Fund is referred to herein
individually as a "Portfolio" and collectively as the "Portfolios"; and
WHEREAS, ALPS Mutual Funds Services, Inc. provides certain fund
accounting services to investment companies; and
WHEREAS, the Fund desires to appoint the Agent as agent to perform
certain bookkeeping and pricing services for the Portfolios on behalf of the
Fund, and the Agent has indicated its willingness to so Act, subject to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
1. Agent Appointed Bookkeeping and Pricing Agent. The Fund hereby
appoints the Agent as bookkeeping and pricing agent for the Portfolios and the
Agent agrees to provide the services contemplated herein upon the terms and
conditions hereinafter set forth.
2. Definitions. In this Agreement the terms below have the following
meanings:
(a) Authorized Person. Authorized Person means any of the
persons duly authorized to giver Proper Instructions
or otherwise act on behalf of the Fund by appropriate
resolution of the Board of Trustees of the Fund. The
Fund will at all times maintain on file with the
Agent certification, in such form as may be
acceptable to the Agent, of (i) the names and
signatures of the Authorized Person(s) and (ii) the
names of the members of the Board of Trustees of the
Fund, it being understood that upon the occurrence of
any change in the information set forth in the most
recent certification on file (including without
limitation any person named in the most recent
certification who is no longer an Authorized Person
as designated therein),
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the Fund will provide a new or amended certification
setting forth the change. The Agent will be entitled
to rely upon any Proper Instruction (defined below)
which has been signed by person(s) named in the most
recent certification.
(b) Proper Instructions. Proper Instructions means any
request, instruction or certification signed by one
or more Authorized Persons. Oral instructions will be
considered Proper Instructions if the Agent
reasonably believes them to have been given by an
Authorized Person and they are promptly confirmed in
writing to the address for notice, e-mail or
facsimile set forth below. Proper Instructions may
include communications effected directly between
electro-mechanical or electronic devices as agreed
upon by the parties hereto.
3. Duties of the Agent. The Agent agrees to provide or to arrange to
provide at its expense the following services for the Fund:
(a) Maintain separate accounts for each Portfolio, all as
directed from time to time by Proper Instructions;
(b) Timely calculate and transmit to NASDAQ each
Portfolio's daily net asset value and public offering
price (such determinations to be made in accordance
with the provisions of the Fund's Amended and
Restated Declaration of Trust and the then-current
prospectuses and statements of additional information
relating to the Portfolios, and any applicable
resolutions of the Board of Trustees of the Fund) and
promptly communicate such values and prices to the
Fund and the Fund's transfer agent;
(c) Maintain and keep current all books and records of
the Fund as required by Section 31 and the rules
thereunder under the 1940 Act ("Section 31") in
connection with the Agent's duties hereunder. The
Agent shall comply with all laws, rules and
regulations applicable to the performance of its
obligations hereunder. Without limiting the
generality of the foregoing, the Agent will prepare
and maintain the following records upon receipt of
information in proper form from Authorized Persons of
the Fund:
(i) Cash receipts journal
(ii) Cash disbursements journal
(iii) Dividend records
(iv) Purchase and sales - portfolio
securities journals
(v) Subscription and redemption
journals
(vi) Security ledgers
(vii) Broker ledger
(viii) General ledger
(ix) Daily expense accruals
(x) Daily income accruals
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(xi) Securities and monies borrowed or
loaned and collateral therefore
(xii) Foreign currency journals
(xiii) Trial balances
(d) Provide the Fund and its investment adviser(s) with
daily Portfolio values, net asset values and other
statistical data for each Portfolio as requested from
time to time.
(e) Compute the net income, exempt interest income and
capital gains of each Portfolio for dividend purposes
in accordance with relevant prospectus policies and
resolutions of the Board of Trustees of the Fund.
(f) Provide the Fund and its investment adviser(s) with
information necessary to print the semi-annual and
annual financial statements to be furnished to
shareholders of each Portfolio and all raw financial
data necessary for the timely preparation of tax
returns, Form N-SAR, prospectus updates, Rule 24f-2
filings and proxy statements.
(g) Provide facilities, information and personnel to
accommodate annual audits and any audits with the
Trust's independent accountants or examinations
conducted by the Securities and Exchange Commission
or other governmental entities.
(h) Provide audited financial statements regarding the
Agent on an annual basis, as requested. Such audits
shall be conducted by an independent accounting firm
mutually agreed upon by the Agent and the Fund.
(i) Furnish to the Fund at the end of every month, and at
the close of each quarter of the Fund's fiscal year,
a list of the portfolio securities and the aggregate
amount of cash in the Portfolios.
(j) Assist in the preparation of certain reports, audits
of accounts, and other matters of like nature, as
reasonably requested from time to time by the Fund.
(k) Related to the securities lending program, ALPS will
compare the prior day market price of each security
on loan to the current day collateral. If this
results in a position being under-collateralized,
ALPS will report such fact to the securities lending
agent.
The Agent shall for all purposes be deemed to be an independent
contractor and shall, unless otherwise expressly authorized, have no authority
to act for or represent the Fund in any way or otherwise be deemed an agent of
the Fund.
4. Subcontractors. It is understood that the Agent may from time to
time at its expense delegate the performance of all or a portion of its
obligations under this Agreement to one or more persons (hereinafter
"subcontractor(s)") as the Agent may believe to be particularly
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fit to assist it in the performance of this Agreement. The Agent shall provide
oversight over any subcontractor(s) who shall in turn provide services pursuant
to an agreement with the Agent approved by a resolution of the Board of Trustees
of the Fund. Any agreement entered into between the Agent and a subcontractor
shall acknowledge that the agreement is for the benefit of the Fund, that the
subcontractor shall be directly liable and responsible to the Fund for the
performance of its obligations thereunder, and that the Fund may therefore
enforce its rights directly against the subcontractor. Notwithstanding such
delegation, the Agent shall continue to be directly liable to the Fund for the
performance of any subcontractor's obligations under such Agreement.
5. Instructions to the Agent. The Agent shall promptly take all
appropriate steps necessary to carry out or comply with any Proper Instructions
received from the Fund.
6. Agent Compensation. In consideration for the services to be
performed by the Agent, the Agent shall be entitled to receive from the Fund
such compensation and reimbursement for all reasonable out-of-pocket expenses as
may be agreed upon from time to time between the Agent and the Fund in advance
and in writing. The Fund agrees to pay the Agent compensation as described in
the schedule attached as Exhibit A. It is agreed that fees set forth in Exhibit
A may be increased with not less than 60 days written notice upon written
agreement of the parties.
7. Right to Receive Advice.
(a) Advice of the Fund. If Agent is in doubt as to any
action it should or should not take, Agent shall
request directions or advice, including Proper
Instructions, from the Fund.
(b) Advice of Counsel. If Agent shall be in doubt as to
any question of law pertaining to any action it
should or should not take, Agent shall request advice
from the Fund's counsel at the Fund's expense or from
counsel of its own choosing, at its own expense
(being understood that it may be necessary for Agent
to consult its own counsel due to conflict of
interest issues which may be raised by Fund counsel).
(c) Conflicting Advice. In the event of a conflict
between directions, advice or Proper Instructions
Agent receives from the Fund and the advice Agent
receives from counsel, Agent shall inform the Fund of
the conflict and seek resolution.
8. Liability of the Agent.
(a) The Agent may rely upon the written advice of counsel
for the Fund and the Fund's independent accountants,
and upon oral or written statements of brokers and
other persons reasonably believed by the Agent in
good faith to be expert in the matters upon which
they are consulted and, for any actions reasonably
taken in good faith reliance upon such advice or
statements and without negligence, the Agent shall
not be liable to anyone.
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(b) Nothing herein contained shall be construed to
protect the Agent against any liability to the Fund
or its security holders to which the Agent would
otherwise be subject by reason of willful
misfeasance, bad faith or negligence in the
performance of its duties.
(c) Except as may otherwise be provided by applicable
law, neither the Agent nor its shareholders,
officers, directors, employees or agents shall be
subject to, and the Fund shall indemnify and hold
such persons harmless from and against, any liability
for and any damages, expenses or losses incurred by
reason of the inaccuracy of factual information
furnished to the Agent or any subcontractor(s) by an
Authorized Person of the Fund.
(d) The Agent shall ensure that it or any subcontractors
have and maintain Errors and Omissions Insurance for
the services rendered under this Agreement of at
least $1 million (provided the Board of Trustees of
the Fund may by resolution approve some lesser
amount). The Agent shall provide to the Fund annually
upon request a certificate from the appropriate
errors and omissions insurance carrier(s) certifying
that such Errors and Omissions Insurance is in full
force and effect.
9. Reports. Whenever, in the course of performing its duties under this
Agreement, the Agent determines, on the basis of information supplied to the
Agent by the Fund or its authorized agents, that a violation of applicable law
has occurred or that, to its knowledge, a possible violation of applicable law
may have occurred or, with the passage of time, would occur, the Agent shall
promptly notify the Fund and its counsel.
10. Activities of the Agent. The services of the Agent under this
Agreement are not to be deemed exclusive, and the Agent shall be free to render
similar services to others so long as its services hereunder are not impaired
thereby.
11. Accounts and Records. The accounts and records maintained by the
Agent shall be the property of the Fund, and shall be surrendered to the Fund
promptly upon receipt of Proper Instructions from the Fund in the form in which
such accounts and records have been maintained or preserved. The Agent agrees to
maintain a back-up set of accounts and records of the Fund (which back-up set
shall be updated on at least a weekly basis) at a location other than that where
the original accounts and records are stored. The Agent shall assist the Fund,
the Fund's independent auditors, or, upon approval of the Fund, any regulatory
body, in any requested review of the Fund's accounts and records, and reports by
the Agent or its independent accountants concerning its accounting system and
internal auditing controls will be open to such entities for audit or inspection
upon reasonable request. There shall be no additional fee for these services.
The Agent shall preserve the accounts and records as they are required to be
maintained and preserved by Section 31.
12. Confidentiality. The Agent agrees that it will, on behalf of itself
and its officers and employees, treat all transactions contemplated by this
Agreement, and all other information germane thereto, as confidential and not to
be disclosed to any person except as may be authorized by the Fund in Proper
Instructions.
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13. Duration and Termination of this Agreement. This Agreement shall
become effective as of the date hereof. Upon the effectiveness of this
Agreement, the existing Bookkeeping and Pricing Agreement between the Fund and
ALPS Mutual Funds Services, Inc. dated June 1, 1998 shall be deemed to be
terminated by the consent of the parties. Either party may terminate this
Agreement, without penalty, upon sixty (60) days prior written notice to the
other.
Upon termination of this Agreement, the Agent shall deliver to
the Fund or as otherwise directed in Proper Instructions (at the expense of the
Fund, unless such termination is for breach of this Agreement by the Agent) all
records and other documents made or accumulated in the performance of its duties
or the duties of any subcontractor(s) for the Fund hereunder.
14. Assignment. This Agreement shall extend to and shall be binding
upon the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by the Fund without the
prior written consent of the Agent, or by the Agent without the prior written
consent of the Fund; provided further, that no agreement with any
subcontractor(s) contemplated hereunder shall be entered into, terminated,
amended, assigned or permitted to be assigned without the prior written consent
of the Fund.
15. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, and the 1940 Act and the rules thereunder. To the extent that the
laws of the Commonwealth of Massachusetts conflict with the 1940 Act or such
rules, the latter shall control.
16. Names. 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 as amended July 16, 1990
and as may be further amended from time 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.
17. Amendments to this Agreement. This Agreement may only be amended by
the parties in writing.
18. Notices. All notices and other communications hereunder shall be in
writing, shall be deemed to have been given when received or when sent by telex
or facsimile, and shall be given to the following addresses (or such other
addresses as to which notice is given):
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To the Agent:
ALPS Mutual Funds Services, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
e-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
To the Fund:
Westcore Trust
c/o W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III, Esq.
Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
One ▇▇▇▇▇ Square
▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
19. Counterparts. This Agreement may be executed by the parties hereto
on any number of counterparts, and all of said counterparts taken together shall
be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
WESTCORE TRUST
By:
-----------------------------
ATTEST:
----------------------------------
ALPS MUTUAL FUND SERVICES, INC.
By:
-----------------------------
ATTEST:
----------------------------------
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EXHIBIT A
The fees payable to ALPS for the duration of this contract shall be:
1) The greater of:
a) $2,250.00 per fund per month
b) 2.9 basis points of daily net assets
2) $1.00 per day per loan for each security on loan.
NOTES
o Fees are calculated and paid on a monthly basis.
o Out-of-pocket expenses include:
- pricing
- corporation actions and reorganization data
- paper/binders/phone/fax charges of not more than $125.00 per
month per fund
- incremental assets associated with the record keeping for
options, futures and foreign securities
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