AGENCY TRADING AGREEMENT
This Agreement is made as of May 19, 1997, between Bank of Oklahoma, N.A. and
its affiliate Alliance Trust Company, N.A., (collectively "BOK"), each
registered investment company ("Fund Company") executing this Agreement, on its
own behalf and on behalf of each of the series or classes of shares, if any,
listed on Schedule I, as amended from time to time (such series or classes being
referred to as the "Fund(s)"), and Fund Affiliate (defined below) that has
executed this Agreement. Fund Company and Fund Affiliate are collectively
referred to herein as "Fund Parties." In the event that there are no series or
classes of shares listed on Schedule I, the term "Fund(s)" shall mean "Fund
Company."
WHEREAS Fund Affiliate is either (i) an investment adviser to or administrator
for the Funds, (ii) the principal underwriter or distributor for the Funds,
(iii) a transfer agent for the Funds or (iv) a bookkeeping and pricing agent for
the Funds.
WHEREAS Fund Parties wish to have BOK perform certain recordkeeping, shareholder
communication, and other services for each Fund.
Recital
WHEREAS, BOK acts as trustee or custodian of certain tax-qualified employee
benefit plans and tax-exempt trusts in
which plan assets are held (individually, the "Plan," and collectively, the
"Plans"), and invests and reinvests Plan assets as directed by one or more
investment advisors, a Plan sponsor or an administrative committee, as the
case may be, of each Plan (a "Plan Representative"), or upon the direction
of Plan participants ("Participants");
WHEREAS, BOK provides certain recordkeeping and other services for the
Plans, including processing of orders and instructions for the investment
and reinvestment of Plan assets in each Plan's investment options;
WHEREAS, BOK and the Fund Company desire to facilitate the purchase,
exchange and redemptions of shares of the Funds (the "Shares") on behalf of
the Plans through one or more accounts (not to exceed one per Plan) in each
Fund (individually, an "Account" and collectively, the "Accounts"), subject
to the terms and conditions of this Agreement; and
WHEREAS, the Fund Company and BOK desire BOK to serve as the Fund Company's
agent to receive and transmit orders and instructions regarding the
purchase, exchange and redemption of Shares, subject to the terms and
conditions of this Agency Trading Agreement.
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NOW, THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties hereto agree as follows.
1. APPOINTMENT OF BOK
The Fund Company hereby appoints BOK as agent for the limited purpose of
accepting orders and instructions with respect to Shares purchased,
exchanged or redeemed by the Plans. BOK hereby accepts its appointment on
the terms and conditions set forth herein.
2. PRICING INFORMATION
The Fund Company will furnish, or caused to be furnished, to BOK on each
business day that the New York Stock Exchange is open for business
("Business Day") with: (i) net asset value information as of the close of
trading on the New York Stock Exchange or as at such other time at which a
Fund's net asset value is calculated as specified in such Fund's prospectus
("Close of Trading"); and (ii) in the case of Funds the principal purpose
of which is the generation of interest income, the daily accrual or
interest rate factor (mil rate). The Fund Company shall use best efforts
to provide such information to BOK by 6:30 p.m. Eastern Time ("ET") on the
same Business Day via 1-800-392-2673 and to provide a fax to BOK by 7:00
p.m. ET on the same Business Day.
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3. ORDERS FOR PURCHASE, REDEMPTION, OR EXCHANGE
BOK, as agent of the Fund Company, shall (1) receive from, or on behalf of,
Participants or Plan Representatives for acceptance as of the Close of
Trading on each Business Day (the "Trade Date") (based solely upon the
receipt of orders and instructions from such Participants or Plan
Representatives prior to the Close of Trading on any such Business Day)
orders and instructions for the purchase, redemption on exchange of Shares
held by the Plans, and (ii) upon acceptance of any such orders and
instructions, communicate such acceptance to the Fund Company and transmit
to the Fund Company orders and instructions to purchase, exchange or redeem
Shares for specified Accounts. On each business day, BOK shall aggregate
and calculate the net purchase and redemption amounts for such orders for
each Account and communicate such net aggregate amounts to the Fund Company
prior to 9:00 a.m. ET on the Business Day next succeeding the Trade Date.
All communications herein shall be by facsimile or other form of written
electronic transmission. If provided in the applicable shareholder's
account application, dividends, capital gains, and other distributions will
be automatically reinvested on payable date at net asset value in
accordance with each Fund's then current prospectus.
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4. SETTLEMENT
(a) Purchases. BOK will transmit the purchase price of each purchase
order to the Fund Company in accordance with written instructions provided
by the Fund Company to BOK for the applicable Fund by wire transfer prior
to 1:00 p.m. ET, on the next Business Day following the Trade Date. BOK
agrees that if it fails to (i) wire the purchase price to the Fund Company
before such 1:00 p.m. ET deadline or (ii) provide the Fund Company with a
Federal Funds wire system reference number evidencing, the wire transfer of
the purchase price to the Fund Company prior to such 1:00 p.m. ET deadline.
The cost associated with any delayed wire is the responsibility of BOK.
(b) Redemptions. The Fund Company will use its best efforts to transmit
to BOK the proceeds of all redemption orders placed by BOK by 1:00 p.m. ET
on the Business Day immediately following the Trade Date by wire transfer
on that Business Day. Should a Fund need to extend the settlement on a
trade, the Fund Company will contact BOK to discuss the extension. For
purposes of determining the length of settlement, the Fund Company agrees
to treat the Accounts the same as it treats other direct shareholders of
the Funds. Each wire transfer of redemption proceeds shall indicate, on
the Fed Funds wire system, the amount thereof attributable to each Fund;
provided, however, that if the number of entries would be too great to be
transmitted
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through the Federal Funds wire system, the Fund Company shall, on the day
the wire is sent, fax such entries to BOK or if possible, send via direct
or indirect systems access. The cost associated with any delayed wire is
the responsibility of the Fund Affiliate sending the wire.
Redemption wires should be sent to:
Bank of Oklahoma, N.A.
ABA # 1039000036
Credit to # Trust Funds #600024642
For Further Credit to Account Number
Attention: Daily Recordkeeping
Fax supplements should be sent to: (000) 000-0000
5. PARTICIPANT RECORDKEEPING
Recordkeeping and other administrative services to a Plan and Plan
Participants shall be the responsibility of BOK and shall not be the
responsibility of the Fund Company. The Fund Company will recognize, as
determined by BOK, each Plan or all Plans, as the case may be, as a single
shareholder and as an unallocated account in the Funds, and, in any event,
the Fund Company will not maintain separate accounts for Plan Participants.
6. FUND INFORMATION
Each Business Day the Fund Company will provide to BOK via electronic or
telephonic data transmission one or more
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written reports reflecting Plan purchase, exchange and redemption activity
that occurred in each Fund the prior Business Day. Any such report will
reflect the number of Shares purchased, exchanged or redeemed, the price
per Share and the dollar amounts.
BOK will perform a trade reconciliation to ensure that Plan and Account
assets are in balance. BOK shall notify the Fund Company of any
differences between the Plan and/or Participant balances maintained by BOK
and the Account(s) balances maintained by the Fund Company within two (2)
Business Days of receipt of the Fund Company's report. BOK and the Fund
Company shall determine and take, to the extent applicable, appropriate
corrective actions with respect to any such differences. Upon the
reasonable request of BOK, the Fund Company will notify BOK in writing by
electronic or telephonic communication facilities of (i) the ex-date of all
Fund distributions (dividends and capital gains) and (ii) the reinvestment
of Shares as of payable date of any such distribution.
7. PROSPECTUS, PROXIES AND RELATED MATERIALS
The Fund Company shall provide Fund prospectuses, proxy materials, periodic
Fund reports and other similar materials that are required by law to be
sent to shareholders, in such quantities and at such times as BOK shall
reasonably
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request. BOK hereby expressly acknowledges that BOK, and not the Fund
Company, shall be responsible for the delivery of any such prospectuses,
reports and materials to Plan Participants or Plan Representatives, as the
case may be. BOK shall promptly deliver any such prospectuses, reports and
materials to Plan Participants or Plan Representatives, as the case may be
after delivery thereof by the Fund Company.
BOK will vote Plan Shares as directed by Plan Participants or Plan
Representatives, as the case may be. BOK, in its capacity as Service
Provider hereunder (and its agents), shall not in any way recommend action
in connection with, or interfere with the solicitation of, such proxy
votes.
8. MAINTENANCE OF RECORDS; PLAN INFORMATION; ACCESS
Each party shall maintain and preserve all records, as required by law, in
connection with providing services hereunder and in making Shares available
to the Plans. Except as otherwise provided hereunder, BOK shall provide
copies of all records relating to the Plans, Participants and Funds as may
reasonably be requested by the Fund Company to enable the Fund Company, the
Funds or their representatives to comply with any request of the Fund
Company's internal or external auditors, any governmental agency or similar
entity, to otherwise enable it to comply
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with all applicable state or Federal laws or to enable the Fund Company to
fulfill its obligations and perform its duties hereunder.
To the extent required under the 1940 Act, and the rules thereunder, BOK
agrees that records maintained by it hereunder are the property of the
Funds and will be preserved, maintained and made available in accordance
with the 1940 Act.
Upon reasonable notice by the Fund Company to BOK, BOK shall make available
during normal business hours such of BOK's facilities and premises employed
in connection with the performance of BOK's duties and responsibilities
under this Agency Trading Agreement for reasonable visitation, inspection
and auditing by the Fund Company or a Fund, or any person retained by the
Fund Company or a Fund for such purposes as may be necessary or desirable
to evaluate the quality of the duties and responsibilities performed by BOK
pursuant hereto.
This Section 8 shall survive termination of this Agreement.
9. COMPLIANCE WITH LAWS
At all times the Fund Company and BOK shall comply with all laws, rules and
regulations, to the extent applicable, by
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virtue of entering into this Agency Trading Agreement or otherwise.
10. REPRESENTATIONS WITH RESPECT TO THE FUNDS
BOK shall not make, nor shall it allow its affiliates to make
representations concerning a Fund or Shares, except those contained (i) the
then current prospectus of a Fund, (ii) current sales literature created by
or on behalf of the Funds, or (iii) current sales literature created by BOK
which has been submitted to, and approved in writing, by the Funds or their
agents prior to the use or distribution of such sales literature by BOK,
its affiliates or agents.
11. REPRESENTATIONS, WARRANTIES AND COVENANTS
BOK represents, warrants, and covenants that:
(a) it has full power and authority under applicable law, the governing
Plan documents and from the appropriate Plan Representative(s), and has
taken all action necessary, to enter into and perform its obligations and
duties under this Agency Trading Agreement, and that by doing so it will
not breach or otherwise impair any other agreement or understanding with
any other person, corporation or other entity; this Agency Trading
Agreement constitutes its legal, valid and binding obligation and is
enforceable against it in accordance with its terms; no consent or
authorization of, filing with or other act by or in respect of any
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governmental authority, is required in connection with the execution,
delivery, performances, validity or enforceability of this Agency Trading
Agreement;
(b) it will timely disclose to Plan Representatives or Plan Participants,
as the case may be, the arrangement provided for in this Agency Trading
Agreement;
(c) it is registered, shall register or is exempt from registration as a
transfer agent pursuant to Section 17A of the Securities and Exchange Act
of 1934, as amended (the "1934 Act") (it being understood by the parties
hereto that failure on the part of BOK to so register, if not exempt from
registration, will constitute a material breach of this Agency Trading
Agreement 30 days after the effective date of this Agency Trading Agreement
or such earlier date on which such failure constitutes violation of
applicable law or regulation); if required under applicable regulations,
BOK will amend its TA-1 to disclose its appointment hereunder as a limited
purpose co-transfer agent to the Fund Company;
(d) it is a national bank chartered by the Federal Reserve Board;
(e) all purchases, redemptions and exchanges orders and instructions
received by it on any Business Day and transmitted to the Fund Company for
processing pursuant to this Agency Trading Agreement have been received
prior to the Close of Trading on such Business Day;
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(f) all purchases, exchanges and redemptions of Fund shares contemplated
by this Agency Trading Agreement shall be effected in accordance with each
Fund's then current prospectus;
(g) it will comply with all applicable state and Federal laws and with the
rules and regulations of authorized regulatory agencies thereunder;
(h) the receipt of any fees by the BOK directly or indirectly relating to
the purchase, exchange or redemption of the Funds has been reviewed by
legal counsel to BOK and not constitute a "prohibited transaction" as such
term is defined in Section 406 of the Employee Retirement Income Security
Act of 1974, as amended, and Section 4975 of the Internal Revenue Code of
1986, as amended, for which an exemption is not available, and is not
otherwise prohibited by any other applicable law, governing instrument or
court order; and
(i) it will promptly notify the Fund Company in the event that it is
unable, for any reason, to perform any of its duties or obligations under
this Agency Trading Agreement or there is a material failure to comply with
in the representation made herein above.
Each of the Fund Company and Fund Affiliate represents, warrants, and
covenants as to itself only and not jointly that:
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(a) it has full power and authority under applicable law, and has taken
all action necessary, to enter into and perform its duties and obligations
under this Agency Trading Agreement and that by doing so it will not breach
or otherwise impair any other agreement or understanding with any other
person, corporation or other entity;
(b) all purchases, exchanges and redemptions of Fund shares contemplated
by this Agency Trading Agreement shall be effected in accordance with each
Fund's then current prospectus.
(c) it will comply with all applicable state and Federal laws and with the
rules and regulations of authorized regulatory agencies thereunder; and
(d) it will promptly notify BOK in the event that it is unable, for any
reason, to perform any of its duties or obligations under this Agency
Trading Agreement or there is a material failure to comply with the
representations made herein above.
The Fund Company represents, warrants and covenants as to itself only that
the Funds are registered as investment companies under the 1940 Act and
Fund Shares are registered under the Securities Act of 1933, as amended;
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12. INDEMNIFICATION
(a) BOK shall indemnify and hold harmless the Fund Company, each of the
Fund Affiliates and their respective officers, directors, partners,
trustees, members, shareholders, employees and agents ("Indemnitees")
against any loss, cost, damage, expense, liability or claim including,
without limitations, reasonable legal fees and other out-of-pocket costs of
defending against any such loss, cost, damage, expense, liability or claim,
suffered by all or any of such Indemnitees to the extent arising out of, or
relating to, (i) any actual negligent act or omission or act of intentional
misconduct by BOK or its agents relating to this Agency Trading Agreement
or the services rendered hereunder, (ii) a material breach of any of the
representations, warranties and covenants made hereunder, (iii) the failure
to timely and properly transmit orders and instructions to the Fund Company
(or its affiliates), (iv) cancellation or subsequent correction of any
orders and instructions transmitted to the Fund Company (or its
affiliates), or (v) discrepancies between Participant and Plan balances
maintained by BOK and the Account(s) balances maintained by the Fund
Company (or its affiliates) due to errors caused by BOK.
(b) Fund Company and each Fund Affiliate shall indemnify and hold harmless
BOK and its respective officers, directors, partners, trustees,
shareholders, employees and
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agents ("Indemnitees") against any loss, cost, damage, expense, liability
or claim including, without limitations, reasonable legal fees and other
out-of-pocket costs of defending against any such loss, cost, damage,
expense, liability or claim, suffered by all or any of such Indemnitees to
the extent arising out of, or relating to, (i) any actual negligent act or
omission or act of intentional misconduct by itself or its own agents
performing duties under this Agency Trading Agreement or the services
rendered hereunder, or (ii) a material breach of any of the
representations, warranties and covenants made hereunder.
(c) In performing its respective duties under this Agency Trading
Agreement, each party hereto shall comply with all applicable federal and
state securities laws and regulations and (1) Westcore Trust and each Fund
Affiliate shall fully indemnity BOK for any claims or liabilities suffered
by BOK or its officers, directors, trustees, employees or agents (including
reasonable legal fees and other out-of-pocket costs of defending against
any such claim or liability or reasonable costs incurred enforcing this
right of indemnification), arising from non-compliance by itself only with
any such laws or regulations and (ii) BOK shall fully indemnify Westcore
Trust, and each Fund Affiliate for any claims or liabilities suffered by
any such party or its respective officers.
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13. FEES AND EXPENSES
Each party shall bear all expenses incidental to the performance of its
duties and obligations under this Agency Trading Agreement. Each Fund
shall pay the cost of registration of its Shares with the Securities and
Exchange Commission and in any state where required. The cost of preparing
and printing prospectuses, proxy materials, periodic Fund reports and other
similar materials that are required by law to be sent to shareholders
generally shall be paid by the applicable Fund, and the cost of
distributing such items to Plan Participants or Plan Representatives shall
be borne by BOK, the Plans or Plan Representatives, as the case may be.
BOK shall not be entitled to any fee from the Fund Company pursuant to this
Agency Trading Agreement.
14. TERMINATION OF AGREEMENT
This Agency Trading Agreement may be terminated at any time by any party
hereto upon thirty (30) days prior written notice to the other party hereto
or upon such shorter notice as is required by law, order or regulatory or
self-regulatory authority with jurisdiction over the terminating party or
at such time as the parties hereto may agree to in writing.
Notwithstanding the foregoing, this Agency Trading Agreement may be
terminated immediately either (i) upon a
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material breach by any party hereto not cured within thirty (30) days after
notice from another party hereto or (ii) with respect to a Plan, upon the
termination of services by BOK to any such Plan. The provisions of Section
12 shall survive any termination of this Agency Trading Agreement.
15. NOTICE
Each notice required by this Agency Trading Agreement shall be given in
writing and delivered personally or mailed by certified mail or courier
service, or sent through electronic or telephonic facilities, to the
intended recipient thereof at the following address or such other address
as one party may give written notice to the other party:
If to BOK, to: Bank of Oklahoma, N.A.
Attn: Trust Counsel
Xxx Xxxxxxxx Xxxxxx - Xxxxx Xxxxx
Xxxxx, XX 00000
If to the Fund Company, to: 000 00xx Xxxxxx
Xxxxx 0000
Xxxxxx XX 00000-0000
A notice given in accordance with this Section 15 shall be deemed given
upon actual receipt by the intended recipient thereof.
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16. CONFIDENTIALITY
Except as otherwise provided under this Agency Trading Agreement, all
notifications, reports, books, records, data and other information supplied
by one party to the other in connection with this Agency Trading Agreement
(collectively, "Information") shall remain the property of the party
supplying such information and, except at otherwise provided hereunder,
shall be kept confidential by the other party; provided, however, that
copies of any such information may be retained by a party to the extent
required by applicable law, court order, or the reasonable internal polices
of a party.
BOK and the Fund Company and Fund Affiliates acknowledge and understand the
competitive value and confidential nature of internal, non-public financial
and business information of the other parties hereto. The parties hereto
also understand that the information is to be considered as confidential,
proprietary and trade secrets of each other party and its affiliates. BOK
and the Fund Company and Fund Affiliates agree to use their best efforts
(the same being not less than that employed to protect their own
confidential and proprietary information) to safeguard such information and
to prevent the unauthorized, negligent or inadvertent use or disclosure
thereof. Except as otherwise provided hereunder, neither BOK nor the Fund
Company and
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Fund Affiliates shall, without the prior written approval of an officer of
another affected party, directly or indirectly, disclose information to any
person or business entity except for a limited number of employees of each
party (or their respective affiliates) on a need-to-know basis.
Notwithstanding anything in this Agency Trading Agreement to the contrary,
the parties hereto (or their respective affiliates) may disclose any such
information: (a) as may be legally required by a court or governmental
agency or entity; (b) which is or becomes available to the general public
through no act of, failure to act by, or fault of, the disclosing party (or
its affiliates); (c) which is subsequently disclosed to a party hereto (or
its affiliates) on a non-confidential basis by a third party not having a
confidential relationship with another party hereto (or its affiliates)
which rightfully acquired such information; or (d) as independently
developed by a party hereto (or its affiliates).
17. COMPLETE AGREEMENT
This Agency Trading Agreement contains the full and complete understanding
of the parties with respect to the subject matter hereof and supersedes all
prior representations, promises, statements, arrangements, agreements,
warranties and understandings among the parties with respect to the
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subject matter hereof, whether oral or written, express or implied.
18. MODIFICATION AND WAIVER
This Agency Trading Agreement may be modified or amended, and its terms may
be waived, only by a writing signed by each of the parties hereto;
provided, however, Exhibit A hereto may be amended in writing, without the
need for signatures of the parties hereto, by the fund Company's delivery
of an amended Exhibit A to BOK at least thirty (30) days in advance of the
effective date of any such amended Exhibit A, provided that this Agreement
shall immediately cease to apply with respect to any Fund at such time as
shares of such Fund are no longer offered to the public (except that this
Agreement shall continue to apply with respect to accounts in such Fund
created, and to purchases and redemptions of such Fund made prior to
cessation of public offering).
Any valid waiver of a provision set forth herein shall not constitute a
waiver of any other provision of this Agency Trading Agreement. In
addition, any such waiver shall constitute a present waiver of such
provision only and shall not constitute a permanent, future waiver of such
provision.
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19. COUNTERPARTS
This Agency Trading Agreement may be executed in several counterparts, each
of which shall be an original but all of which together shall constitute
one and the same instrument.
20. ASSIGNMENT
This Agency Trading Agreement shall not be assigned by a party hereto
without the prior written consent of the other parties hereto except that
the Agreement may be assigned to a successor Fund Affiliate for the Funds,
or any of them, if one is appointed without the consent of the other
parties hereto.
21. HEADINGS
The headings of this Agency Trading Agreement are for reference only and
shall not otherwise affect the interpretation or construction hereof.
22. NON-EXCLUSIVITY
Each of the parties hereto acknowledges and agrees that this Agency Trading
Agreement and the arrangement described herein are intended to be
non-exclusive and that each of the parties is free to enter into similar
agreements and arrangements with other entities. BOK further acknowledges
that nothing contained herein shall prohibit the Fund Company or any
affiliate of either from providing
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administrative, sub-accounting, trustee, recordkeeping or similar or
related services to any employee benefit plan (including a Plan) or from
soliciting any such plan or sponsor thereof to enter into any arrangement
with the Fund Company or any affiliate of either for such service.
23. GOVERNING LAW
This Agency Trading Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts, without
giving effect to the principles of conflicts of law thereof.
24. 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 a copy of which is on file at the office of State Secretary
of the Commonwealth of Massachusetts and the principal office of the
Company. The obligations of "Westcore Trust" entered into in the name or
on behalf thereof by 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 took solely to the Trust
Property
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belonging to such class for the enforcement of any claims against the
Trust.
IN WITNESS WHEREOF, the undersigned have executed this Agency Trading Agreement
by their duly authorized officers as of the date first written above.
By: Bank of Oklahoma Alliance Trust Company
Name:/s/ Xxxxxxxx X. Xxxxx
-----------------------------------
Title: Vice President
-----------------------------------
By: Westcore Trust
Name: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Title: Treasurer
-----------------------------------
By: ALPS Mutual Funds Services, Inc.
Name: /s/ Xxxxx Xxxxx
-----------------------------------
Title: General Counsel
-----------------------------------
By: Boston Financial Data Services, Inc.
Name: /s/ Xxxxx Xxxxxxx
-----------------------------------
Title: Vice President
-----------------------------------
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SCHEDULE I
TO THE AGENCY TRADING AGREEMENT
Fund
----
Westcore Blue Chip Fund*
Westcore Colorado Tax-Exbond Fund*
Westcore Growth & Income Fund*
Westcore Intermediate Term Bond Fund*
Westcore Long Term Bond Fund*
Westcore Midco Growth Institutional*
Westcore Small-Cap Opportunity Fund*
*Indicates that Fund is a "no-load" or "no sales charge" Fund as defined in
Section 26 of the NASD's Rules of Fair Practice.
Westcore Trust
--------------------------------------
Name of Fund Company
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
-----------------------------
Title: Treasurer
----------------------------
Date: May 19, 1997
-----------------------------
Acknowledged by Accepted by
ALPS Mutual Funds Services,Inc. Bank of Oklahoma
------------------------------- -------------------------------
Name of Fund Affiliate
By:/s/ Xxxxx Xxxxx By: /s/ Xxxxxxxx X. Xxxxx
------------------------ -------------------------------
Name: Xxxxx Xxxxx Title: Vice President
---------------------- ----------------------------
Title: General Counsel
---------------------
Date: May 19, 1997 Date: May 19, 1997
---------------------- -----------------------------
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