Amendment No. 5 to Administration, Bookkeeping and Pricing Services Agreement

This Amendment No. 5, dated December 15, 2016 (the “Effective Date”) to the Administration, Bookkeeping and Pricing Services Agreement (this “Amendment”), by and between Westcore Trust, a Massachusetts business trust (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

WHEREAS, the Trust and ALPS entered into an Administration, Bookkeeping and Pricing Services Agreement dated May 1, 2012, as amended (the “Agreement”); and

WHEREAS, on December 15, 2016 the Trust and ALPS 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 renaming of Westcore Growth Fund, Westcore MIDCO Growth Fund, and Westcore Select Fund as the Westcore Large-Cap Dividend Fund, Westcore Mid-Cap Value Dividend Fund II, and Westcore Small-Cap Growth Fund II, respectively.

NOW THEREFORE,

The Parties agree to delete Appendix A in its entirety and replace it with a new Appendix A 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		ALPS FUND SERVICES, INC.

By:	/s/ Xxxxxx X. Xxxxxx	By:	/s/ Xxxxxx X. May
Name:	Xxxxxx X. Xxxxxx	Name:	Xxxxxx X. May
Title:	Treasurer and Chief Compliance Officer	Title:	President

APPENDIX A

(effective as of December 15, 2016)

LIST OF PORTFOLIOS

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 Colorado Tax-Exempt Fund

Westcore Municipal Opportunities Fund