AMENDMENT NO. 3
TO AMENDED AND RESTATED TRANSFER AGENCY
AND SERVICE AGREEMENT
Amendment dated as of , 1998 to the Amended and Restated
Transfer Agency and Service Agreement dated as of January 4, 1993 (the
"Agreement") between Westcore Trust, a Massachusetts business trust (the
"Trust") and State Street Bank and Trust Company, a Massachusetts trust company
("State Street").
BACKGROUND
1. STATE STREET serves as the transfer agent for certain of the Trust's
portfolios pursuant to the Agreement.
2. The Trust desires to employ STATE STREET as its transfer agent for the
Mid-Cap Value Fund (the "Fund") on the terms and for the compensation set forth
in the Agreement and STATE STREET 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 STATE STREET to act as transfer
agent for the Fund for the period and on the terms set forth in the Agreement
and STATE STREET 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 have hereto have caused this Amendment to
be executed by their duly authorized officers designated below on the day and
year first dated below.
WESTCORE TRUST
By:
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Date:
STATE STREET BANK AND TRUST COMPANY
By:
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Date:
