FORM OF AMENDMENT #2 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Exhibit (h)(2)(v)
FORM OF
AMENDMENT #2
TO
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment #2 to Transfer Agency and Service Agreement (the “Amendment”) effective as of the _____ day of __________, 2008, between Westcore Trust, a Massachusetts business trust (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation (the “Transfer Agent”).
WHEREAS, the Fund and the Transfer Agent had previously entered into that certain Transfer Agency and Service Agreement, dated October 13, 2003, as amended (the “Agreement”); and
WHEREAS, the Fund and the Transfer Agent wish to amend the Agreement to include a new series of the Fund named the Micro-Cap Opportunity Fund.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. The parties agree to delete Schedule A in its entirety and replace it with a new Schedule A (Fund List) attached hereto.
2. 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.
3. The validity and effect of this Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Colorado.
4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
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SCHEDULE A
FUND LIST
Black Rock Money Market Portfolio
Growth Fund
Plus Bond Fund
MIDCO Growth Fund
Blue Chip Fund
Small Cap Opportunity Fund
Flexible Income Fund
Colorado Tax Exempt Fund
Mid Cap Opportunity Fund
International Frontier Fund
Select Fund
Small Cap Value Fund
Micro-Cap Opportunity Fund
