Amendment No. 3 to the Third Amended and Restated Administration Agreement

Amendment No. 3 to the Third Amended and Restated
Administration Agreement

This Amendment No. 3, dated December 15, 2016 (the “Effective Date”) to the Third Amended and Restated Administration Agreement (this “Amendment”), by and between Westcore Trust, a Massachusetts business trust (the “Trust”) and Denver Investment Advisors LLC (“Denver Investments”).

WHEREAS, the Trust and Denver Investments entered into a Third Amended and Restated Administration Agreement dated May 1, 2012, as amended (the “Agreement”); and

WHEREAS, on December 15, 2016 the Trust and Denver Investments wish to amend the Agreement to include two new series of the Trust, Westcore Xxxx-Cap Value Dividend Fund and Westcore Municipal Opportunities Fund;

WHEREAS, effective as of December 27, 2016 the Trust and Distributor wish to amend the Agreement to reflect the removal of Westcore Growth Fund, Westcore MIDCO Growth Fund, and Westcore Select Fund and to reflect three new series of the Trust, Westcore Small-Cap Growth Fund II, Westcore Mid-Cap Value Dividend Fund II, and Westcore Large-Cap Dividend Fund;

NOW THEREFORE,

The Parties agree to delete Exhibit 1 in its entirety and replace it with a new Exhibit 1 attached hereto.

Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

WESTCORE TRUST		DENVER INVESTMENT ADVISORS LLC

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxx Xxxxxxxx
Name:	Xxxxxx X. Xxxxxx	Name:	Xxxxx Xxxxxxxx
Title:	Treasurer and Chief Compliance Officer	Title:	Managing Partner

EXHIBIT 1

(effective as of December 15, 2016)

Westcore Growth Fund

Westcore MIDCO Growth Fund

Westcore Select Fund

Westcore Small-Cap Growth Fund

Westcore Global Large-Cap Dividend Fund

Westcore Mid-Cap Value Dividend Fund

Westcore Xxxx-Cap Value Dividend Fund

Westcore Small-Cap Value Dividend Fund

Westcore Micro-Cap Opportunity Fund

Westcore International Small-Cap Fund

Westcore Flexible Income Fund

Westcore Plus Bond Fund

Westcore Municipal Opportunities Fund

Westcore Colorado Tax-Exempt Fund