Exhibit 13 (a)(iv)
SIDE-LETTER AGREEMENT BETWEEN WESTCORE TRUST'S
CO-ADMINISTRATORS
With respect to the Amended and Restated Administration Agreement ("Agreement"),
dated November 1, 2000, as amended, by and between Westcore Trust ("Trust" or
"the Funds"), Denver Investment Advisors LLC ("DIA") and ALPS Mutual Funds
Services, Inc. ("ALPS"), we agree that the services outlined in Sections 2 (a)
and (b) of the Agreement are to be divided between DIA and ALPS as follows:
FUNCTIONS FOR WHICH DIA IS RESPONSIBLE
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o Maintain the Trust's fidelity bond as required by the 1940 Act and obtain
and monitor D&O and E&O insurance with the advice of the Trust's counsel.
o Maintain disclosure controls and procedures with respect to the preparation
of the management discussion of fund performance which includes at a
minimum the required items per Item 5 of the Form N-1A instructions, as
amended.
o Provide any required information requested by ALPS as described in ALPS'
disclosure controls and procedures for Form N-SAR and Form N-CSR.
o Compile data for and prepare (or supervise the preparation of), with
respect to the Funds, in a timely manner, reports on Form N-PX.
o Provide oversight on various aspects of the Trust's transfer agency
services.
o Coordinate and prepare board materials for quarterly board meetings:
o Prepare general board agenda
o Coordinate preparation of various board memoranda
o Coordinate service provider 15(c) materials
o Coordinate 15(c) reports from independent third party (i.e.
Lipper Inc.)
o Attend board meetings in person
o Generally, assist in the Trust's operations, which include the following:
>> Review and final approval of the graphic design and overall
presentation of all shareholder communications, including but not
limited to:
|_| Prospectus/SAI
|_| Annual and Semi-Annual Reports
|_| Applications and Maintenance Forms
|_| Informational Materials
|_| Correspondence
>> Selection and review of printers and other similar vendors.
>> Review of quality of fulfillment and shareholders services.
>> Evaluation of effectiveness of various investor programs, including
analysis of costs and benefits.
>> Monitor information sharing and transmission of data between all
service providers.
>> Negotiate contracts and services for the benefit of the Trust.
>> Selection, coordination and interface with Money Market Fund provider,
if any.
>> Comply with the requirements of the Trust's Privacy Policy with
respect to the reporting requirements to the Trust's Board.
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>> Furnish clerical services, stationery, and office supplies.
>> Primary interface with discount brokers, consultants, 401 (k)
administrators, financial advisors/planners, etc.
>> Other duties not specifically listed above, as agreed to in writing
between DIA and ALPS from time- to-time.
FUNCTIONS FOR WHICH ALPS IS RESPONSIBLE
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o Provide the Trust's legal location and assist in maintaining office
facilities.
o Compile data for and prepare the Trust's timely notices to the SEC required
pursuant to Rule 24f-2 under the 1940 Act and for Semi-Annual Reports on
Form N-SAR and Form N-CSR.
o Perform monthly, quarterly and annual distribution calculations, including
distributions necessary to avoid excise tax.
o Up to (5) hours per fund for wash sale and/or tax straddle deferral
calculations to be made at each of the semi-annual, annual and excise
reporting dates. ALPS reserves the right to charge additional fees at the
rate of $75 hourly should the volume of wash sale calculations exceed five
(5) hours per fund or if DIA requires calculation of wash sales more
frequently than three (3) times annually.
o Prepare provision for income tax and tax disclosure information (ROCSOP)
for the audited financial statements beginning with the fiscal year ending
May 31, 2004.
o Prepare and file appropriate extensions and federal and state income tax
returns beginning with the fiscal year ending May 31, 2004.
o Prepare and file federal excise tax returns beginning with the excise year
ending December 31, 2004.
o Review tax treatment of new investments purchased into the Funds obtained
form reliable public sources (e.g., Bloomberg). If necessary, ALPS will
request additional information from DIA.
o Coordinate preparation, execution and filing by the Funds of any other
required tax filings (other than those required to be made by the Funds'
custodian and transfer agent) with assistance and advice, as required, by
the Funds' outside counsel and independent auditors.
o Prepare (or supervise the preparation of) compliance filings pursuant to
state securities laws, such as "Blue Sky" laws, with the advice of the
Trust's counsel.
o Review each Fund's expense accruals quarterly and pay all expenses monthly
on proper authorization from each Fund.
o On a monthly basis, monitor each Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended
from time to time.
o Monitor compliance with the policies and limitations of each Fund on a
monthly basis.
o Furnish clerical services and office supplies that are reasonably necessary
to perform its services hereunder.
o Preparation in a timely manner of the graphic design and typesetting of all
shareholder communications (including reasonable alterations), including
but not limited to:
|_| Prospectus/SAI
|_| Annual and Semi-Annual Reports
|_| Applications and Maintenance Forms
|_| Informational Materials
|_| Correspondence
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o Coordinate dissemination of shareholder reports, including prospectus (and
any supplements), annual and semi-annual reports to shareholders and
third-party servicing platforms.
o Compile data for and prepare (or supervise the preparation of), with
respect to the Funds, in a timely manner, semi-annual reports on Form N-CSR
and maintain disclosure controls and procedures with respect to such
reports.
o Perform the following legal services for the Funds:
|_| Coordinate and prepare the following board materials for
quarterly board meetings:
o Prepare board legal agenda
o Prepare board resolutions for approval by Trustees
o Prepare board minutes
o Coordinate preparation of various board memoranda
o Provide industry updates for Trustees
o Update Trust procedures, as necessary
o Prepare contract renewal materials including revised
agreements
o Prepare miscellaneous contracts for board review and
approval, as required or requested
o Attend board meetings in person
|_| Fund Code of Ethics Reporting:
o Amend code of ethics, when necessary
o Review and prepare code of ethics reporting materials
o Prepare code of ethics memoranda for board meetings
o Advise Trustees regarding code of ethics violations and
recommended remedies thereto
|_| Provide legal review of Semi-Annual/Annual Reports on Form N-CSR
and Form N-SAR and coordinate Edgarization, proofreading and
filing of such documents.
|_| Post-Effective Amendment Preparation and Filing (485(a) or (b)
for existing and shell funds):
o Review and update Trust prospectus, statement of additional
information and Part C and coordinate review by other
parties, including fund legal counsel and independent
accountants
o Coordinate Edgarization and proofreading of document and
filing of registration statement
o Prepare and obtain Board power of attorney signature pages
o Prepare response letter to SEC disclosure comments
|_| Registration Statement Supplements
o Prepare prospectus and/or statement of additional
information supplements
o Coordinate Edgarization, proofreading and filing of
documents
|_| Miscellaneous Legal Services
o Review contracts the Trust desires to enter into, as they
arise
o Provide consultation on routine legal matters that pertain
to the Trust
o Coordinate annual updates of biographical information and
questionnaires for Trustees and Officers
o Provide legal review of 24f-2 filing
o Prepare response letters to SEC "deficiency letter"
following SEC audits.
o Maintain an annual compliance calendar for the Trust
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o Generally, assist in the Trust's operations, which includes the following;
>> Comply with reasonable requests for information from DIA to support
DIA's marketing and business plans.
>> Interface and disseminate financial information to external parties,
as necessary.
>> Other duties not specifically listed above, as agreed in writing
between DIA and ALPS from time-to- time.
FUNCTIONS FOR WHICH DIA AND ALPS ("CO-ADMINISTRATORS") SHARE RESPONSIBILITY
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o Assist in supervising various aspects of the Trust's administrative
operations, including interfaces and coordination with the Trust's
custodian.
o Assist, to the extent requested by the Trust, with the preparation of the
Trust's Annual and Semi-Annual Reports and Registration Statements (on Form
N1-A or any replacement thereof).
o Monitor the Funds' expenses and use good faith efforts in maintaining such
expenses at competitive levels.
o Generally, assist in the Trust's operations, which includes the following:
>> Coordination of board meeting schedule
>> Board of Trustee package preparation, review and dissemination to
appropriate parties.
>> Other duties not specifically listed above, as agreed to in writing
between DIA and ALPS from time-to-time.
In consideration of the allocations of services rendered pursuant to the
Agreement, the fees outlined in Section 3 of the Agreement are to be allocated
as shown in the chart below. ALPS' fees shall be the greater of a Trust level
minimum of $327,500 per annum or the basis point fees shown below, but no more
than the amount of administration fees paid by the Trust.
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ALPS DIA
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First $750 million in 5.00 basis points 25.00 basis points
average daily Net Assets of
the Trust
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Next $250 million in average 4.00 basis points 26.00 basis points
daily Net Assets of the Trust
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Net Assets greater than $1.0 2.50 basis points 27.50 basis points
billion in average daily Net
Assets of the Trust
------------------------------ ------------------------------------------ -----------------------------------
DIA and ALPS each agree to indemnify, hold harmless, and fully reimburse the
other for any amounts which either may pay to Westcore Trust resulting from
losses occasioned as a result of the performance of functions for which the
other is responsible pursuant to this side-letter agreement. In the event DIA
and ALPS become liable to Westcore Trust as a result of the performance of
functions for which DIA and ALPS share responsibility under this side-letter
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agreement, DIA and ALPS will negotiate in good faith to determine the percentage
of liability to be attributed to each. In the event that DIA and ALPS are unable
to reach agreement upon the extent of their respective liabilities, each agrees
to submit the matter to arbitration in accordance with the rules of the American
Arbitration Association then prevailing, with arbitration to be held in Denver,
Colorado.
This side-letter agreement shall be effective concurrent with the Administration
Agreement and may be amended from time-to-time upon written agreement between
DIA and ALPS.
We hereby agree to the above outline of functions to be performed under the
Amended and Restated Administration Agreement with Westcore Trust dated November
1, 2000.
ALPS Mutual Funds Services, Inc.
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By: /s/ XXXXXX X. MAY
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Name: Xxxxxx X. May
Title: Managing Director
Denver Investment Advisors LLC
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By: /s/ TODGER XXXXXXXX
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Name: Todger Xxxxxxxx
Title: Chairman
Effective date: June 1, 2004
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