Delegation Amendment
December 17, 2002
Xx. Xxxxxx Xxxxxx
Westcore Funds
0000 00xx Xxxxxx, 00xx Xx
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
Westcore Trust (the "Fund") and State Street Bank and Trust Company (the
"Transfer Agent") are parties to an agreement dated as of December 17, 2002 (the
"Agreement") under which the Transfer Agent performs certain transfer agency
and/or recordkeeping services 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 the Transfer Agent
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 transfer agent, the implementation and operation of
aspects of the fund's anti-money laundering program; and
WHEREAS, the Fund desires to delegate to the Transfer Agent the implementation
and operation of certain aspects of the Fund's Program and the Transfer Agent
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
Delegation; Duties
1.1 Subject to the terms and conditions set forth in the Agreement, the
Fund hereby delegates to the Transfer Agent 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 The Transfer Agent agrees to perform such delegated duties, with
respect to the ownership of shares in the Fund for which the Transfer
Agent maintains the applicable shareholder information, subject to and
in accordance with the terms and conditions of the Agreement. The
Transfer Agent has provided a copy of its policies and procedures to
the Fund and will provide to the Fund any material modifications to its
policies and procedures promptly after their adoption.
2. Consent to Examination
2.1 In connection with the performance by the Transfer Agent of the
above-delegated duties, the Transfer Agent understands and acknowledges
that the Fund remains responsible for assuring compliance with the
Patriot Act and that the records the Transfer Agent 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. The Transfer Agent 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, the Transfer Agent 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, the Transfer Agent 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. Additionally, the parties acknowledge and agree that the
Transfer Agent shall only be responsible for performing the delegated
duties with respect to the ownership of shares in the Fund for which
the Transfer Agent maintains the applicable shareholder information.
4. Expenses.
4.1 In consideration of the performance of the foregoing duties, the Fund
agrees to pay the Transfer Agent for the reasonable administrative
expenses that may be associated with such additional duties. The
Transfer Agent agrees to provide the Fund with 30 days prior notice of
such fees and the period such fees apply to. The terms of the Agreement
shall apply with respect to the payment of such expense in the same
manner and to the same extent as any other expenses incurred under the
Agreement.
5. Miscellaneous.
5.1 In all other regards, the terms and provisions of the Agreement shall
continue to apply with full force and effect.
5.2. Each party represents to the other that the execution and delivery of
this Amendment has been duly authorized.
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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.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
By:
------------------------------------ --------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
WITNESSED BY: WESTCORE TRUST
By:
------------------------------------ --------------------------------
Name: Name: Xxxxxx X. Xxxxxx
---------------------------
Title: Title: Treasurer
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Exhibit A
Delegated Duties
With respect to the ownership of shares in the Fund for which the Transfer Agent
maintains the applicable shareholder information, the Transfer Agent shall:
o Follow the Fund's third party check policies (which may change from
time to time).
o Submit all financial and non-financial transactions through the Office
of Foreign Assets Control ("OFAC") database and the Securities and
Exchange Commission ("SEC") Control Lists.
o Review all maintenance transactions to shareholder registrations that
occur within thirty (30) days of an account being established.
o Review redemption transactions that occur within thirty (30) days of
account establishment or maintenance.
o Review wires sent to banking instructions other than those on file.
o Review a shareholder's account for unusual activity when purchases and
redemptions by the shareholder (based on social security number within
the Funds) hit the $100,000 threshold that has been set on the "Unusual
Activity Warning System."
o Review accounts to identify those established by known offenders
attempting fraud and once identified, freeze such accounts.
o Monitor and track cash equivalents under $10,000 for a rolling
twelve-month period (or as may be otherwise required by applicable law
and regulation) and file Form 8300 (and/or other applicable form) as
necessary.
o File suspicious activity reports as necessary.
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 the Transfer Agent.
In the event that the Transfer Agent detects suspicious activity as a result of
the foregoing procedures, which necessitates the filing by the Transfer Agent of
a suspicious activity report, a Form 8300 or other similar report or notice to
OFAC or other regulatory agency, then the Transfer Agent shall also immediately
notify the Fund, unless prohibited by applicable law.
STATE STREET BANK AND TRUST WESTCORE TRUST
COMPANY
By: By:
----------------------------------- ----------------------------
Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Executve Vice President Title: Treasurer
Date:_______________________
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