AMENDMENT NO. 1
TO THE ADMINISTRATION AGREEMENT
Amendment dated as of _______________, 1998 to the Administration
Agreement (the "Agreement") dated as of October 1, 1995 between Westcore Trust,
a Massachusetts business trust (the "Trust"), Denver Investment Advisors LLC
("DIA") and ALPS Mutual Funds Services, Inc. ("ALPS").
BACKGROUND
1. DIA and ALPS serve as the co-administrators for certain of the
Trust's portfolios pursuant to the Agreement.
2. The Trust desires to employ DIA and ALPS as its co-administrators
for the Mid-Cap Value Fund (the "Fund"), on the terms and for the compensation
set forth in the Agreement and DIA and ALPS agree 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 DIA and ALPS to act as
co-administrators for the Fund for the period and on the terms set forth in the
Agreement and DIA and ALPS accept such appointment for said period and on said
terms, and agree 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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DENVER INVESTMENT ADVISORS LLC
By:
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ALPS MUTUAL FUND SERVICES, INC.
By:
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