AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BOOKKEEPING AND PRICING AGREEMENT
Amendment dates as of , 1998 to the Amended and
Restated Bookkeeping and Pricing Agreement (the "Agreement") dated as of June 1,
1998 between Westcore Trust, a Massachusetts business trust (the "Trust"), and
ALPS Mutual Funds Services, Inc. ("ALPS").
BACKGROUND
1. ALPS serves as the bookkeeping and pricing agent for certain of
the Trust's portfolios pursuant to the Agreement.
2. The Trust desires to employ ALPS as its bookkeeping and pricing
agent for the Mid-Cap Value Fund (the "Fund"), on the terms and for the
compensation set forth in the Agreement and ALPS agrees to provide such
services.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, agree as
follows:
1. APPOINTMENT. The Trust hereby appoints ALPS to act as
bookkeeping and pricing agent for the Fund for the period and on the terms set
forth in the Agreement and ALPS accepts such appointment for said period and on
said terms, and agrees to provide the services set forth in the Agreement and in
return for the compensation provided therein.
2. CONTINUING VALIDITY. The provisions of the Agreement shall
remain in full force and effect as modified hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their duly authorized officers designated below on the day and
year first above written.
WESTCORE TRUST
By:
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ALPS MUTUAL FUNDS SERVICES, INC.
By:
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