0001003297-08-000067 Sample Contracts

Form of Amendment No. 4 to Second Amended and Restated Administration Agreement
Administration Agreement • April 2nd, 2008 • Westcore Trust

This Amendment No. 4 to Second Amended and Restated Administration Agreement (this “Amendment”), dated ________ __, 2008 between Westcore Trust, a Massachusetts business trust (the “Trust”), Denver Investment Advisors LLC, a Colorado limited liability company (“DIA”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

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AGREEMENT
Agreement • April 2nd, 2008 • Westcore Trust
Form of Amendment No. 3 to Amended and Restated Bookkeeping and Pricing Agreement
Amendment No. 3 to Amended and Restated Bookkeeping and Pricing Agreement • April 2nd, 2008 • Westcore Trust

This Amendment No. 3 to Amended and Restated Bookkeeping and Pricing Agreement (this “Amendment”), dated ________ __, 2008 between Westcore Trust, a Massachusetts business trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Form of Amendment No. 1 to Distribution Agreement
Distribution Agreement • April 2nd, 2008 • Westcore Trust

This Amendment No. 1 to Distribution Agreement (this “Amendment”), dated ________ __, 2008 between Westcore Trust, a Massachusetts Business Trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

FORM OF AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 2nd, 2008 • Westcore Trust

This Amendment No. 2 dated as of the _____ day of __________, 2008 is entered into between WESTCORE TRUST, Massachusetts business trust (the “Trust”) and DENVER INVESTMENT ADVISORS LLC, a Colorado limited liability company (the “Adviser”).

ALPS Distributors, Inc. Anti-Money Laundering Delegation Amendment
Distribution Agreement • April 2nd, 2008 • Westcore Trust

Westcore Trust (the "Fund") and ALPS Distributors, Inc. (the "ADI") are parties to an Distribution Agreement dated as of September 30, 2005 (the "Agreement") under which ADI performs as distributor and underwriter for the Fund. In connection with the enactment of the USA Patriot Act of 2001 and the regulations promulgated thereunder, (collectively, the "Patriot Act"), the Fund has requested and ADI has agreed to amend the Agreement as of the date hereof in the manner set forth below:

Denver Investment Advisors LLC
Fee Waiver Agreement • April 2nd, 2008 • Westcore Trust

By our execution of this letter agreement (this “Agreement”), the undersigned parties agree they will voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse additional Trust expenses for the period commencing June __, 2008 through June __, 2009 so that total annual operating expenses of the Retail Class of each portfolio of the Trust as reported in the Funds’ Financial Highlights do not exceed the amounts set forth in column 6 of Attachment A. The undersigned parties will also waive and/or reimburse each Institutional Class for an amount equal to the waivers and/or reimbursement performed for the Retail Class (calculated in basis points). In addition, Denver Investment Advisors LLC agrees they will voluntarily waive a portion of its investment advisory and/or administration fees and or reimburse those Funds for all of the start-up costs and ongoing class-specific expenses for each Fund offering an Institutional Class until at least June __, 2

FORM OF AMENDMENT #2 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 2nd, 2008 • Westcore Trust • Colorado

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”).

WESTCORE TRUST Form of Amendment No. 1 to FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • April 2nd, 2008 • Westcore Trust

The purpose of this letter is to confirm that the undersigned, Westcore Trust (the “Trust”), a Massachusetts business trust, hereby appoints The Bank of New York Mellon Corporation (“BONY”) to act as Foreign Custody Manager of the property belonging to the Trust’s Micro-Cap Opportunity Fund on the terms and conditions set forth in the Foreign Custody Manager Agreement between the Trust and BONY, dated July 2, 2001 (the “Agreement”), and for the compensation as agreed upon in writing from time to time by the Trust and BONY.

Form of Amendment No. 4 to Transfer Agent Interactive Client Services Agreement
Transfer Agent Interactive Client Services Agreement • April 2nd, 2008 • Westcore Trust

This Amendment No. 2 to Transfer Agent Interactive Client Services Agreement (this “Amendment”), dated ________ __, 2008 between Westcore Trust, a Massachusetts Business Trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (the “ALPS”).

AMENDMENT AND SUPPLEMENT TO
Custody Agreement • April 2nd, 2008 • Westcore Trust

WHEREAS, the parties wish to amend and supplement the Agreement to set forth the terms and conditions under which Custodian will provide custodial services in respect of Restricted Securities (as defined below); and

WESTCORE TRUST Form of Amendment No. 3 to CUSTODY AGREEMENT
Custody Agreement • April 2nd, 2008 • Westcore Trust

The purpose of this letter is to confirm that the undersigned, Westcore Trust (the “Trust”), a Massachusetts business trust, hereby appoints The Bank of New York Mellon Corporation (“BONY”) to act as custodian of the property belonging to the Trust’s Micro-Cap Opportunity Fund on the terms and conditions set forth in the Custody Agreement between the Trust and BONY, dated October 1, 1999, as amended December 15, 1999 and July 2, 2001 and as amended and supplemented December 15, 2006 (the “Agreement”), and for the compensation as agreed upon in writing from time to time by the Trust and BONY.

As of October 13, 2003
Transfer Agency and Service Agreement • April 2nd, 2008 • Westcore Trust

Re: Transfer Agency and Service Agreement (as the same may be extended and/or amended from time to time, the "Agreement") between Westcore Trust (the "Trust") and ALPS Mutual Funds Services_ Inc. (the "Transfer Agent")

AMENDMENT #1 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • April 2nd, 2008 • Westcore Trust • Colorado

This Amendment #1 to Transfer Agency and Service Agreement (the “Amendment”) effective as of the 16th day of October, 2007, between Westcore Trust, a Massachusetts business trust (the “Fund”), and ALPS Funds Services, Inc., a Colorado corporation (the “Transfer Agent”).

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