0001003297-08-000142 Sample Contracts

Amendment No. 4 to Second Amended and Restated Administration Agreement
Administration Agreement • June 23rd, 2008 • Westcore Trust

This Amendment No. 4 to Second Amended and Restated Administration Agreement (this “Amendment”), dated May 21, 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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Denver Investment Advisors LLC ALPS Fund Services, Inc. c/o Westcore Trust
Letter Agreement • June 23rd, 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 23, 2008 through June 23, 2009 so that total annual operating expenses of the Micro-Cap Opportunity Fund as reported in the Funds’ Financial Highlights do not exceed the amounts set forth in column 6 of Attachment A.

AMENDMENT #2 TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 23rd, 2008 • Westcore Trust • Colorado

This Amendment #2 to Transfer Agency and Service Agreement (the “Amendment”) effective as of the 21st day of May, 2008, between Westcore Trust, a Massachusetts business trust (the “Fund”) and ALPS Fund Services, Inc., a Colorado corporation (the “Transfer Agent”).

WESTCORE TRUST Amendment No. 3 to CUSTODY AGREEMENT
Custody Agreement • June 23rd, 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.

FORM OF BROKER DEALER SELLING AGREEMENT
Selling Agreement • June 23rd, 2008 • Westcore Trust • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and __________________________________ a _________________________ company having its principal place of business at ____________________________________________________________ (hereinafter “Broker/Dealer”).

Amendment No. 3 to Amended and Restated Bookkeeping and Pricing Agreement
Bookkeeping and Pricing Agreement • June 23rd, 2008 • Westcore Trust

This Amendment No. 3 to Amended and Restated Bookkeeping and Pricing Agreement (this “Amendment”), dated May 21, 2008 between Westcore Trust, a Massachusetts business trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • June 23rd, 2008 • Westcore Trust

This Amendment No. 1 to Distribution Agreement (this “Amendment”), dated May 21, 2008 between Westcore Trust, a Massachusetts Business Trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 23rd, 2008 • Westcore Trust

This Amendment No. 2 dated as of the 13th day of February, 2008 is entered into between WESTCORE TRUST, Massachusetts business trust (the “Trust”) and DENVER INVESTMENT ADVISORS LLC, a Colorado limited liability company (the “Adviser”).

Amendment No. 4 to Transfer Agent Interactive Client Services Agreement
Agent Interactive Client Services Agreement • June 23rd, 2008 • Westcore Trust

This Amendment No. 4 to Transfer Agent Interactive Client Services Agreement (this “Amendment”), dated May 21, 2008 between Westcore Trust, a Massachusetts Business Trust (the “Trust”) and ALPS Fund Services, Inc., a Colorado corporation (the “ALPS”).

WESTCORE TRUST Amendment No. 1 to FOREIGN CUSTODY MANAGER AGREEMENT
Manager Agreement • June 23rd, 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 SHAREHOLDER SERVICING AGREEMENT
Shareholder Serving Agreement • June 23rd, 2008 • Westcore Trust • Colorado

THIS SHAREHOLDER SERVING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“ADI”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, ____________, a company having its principal place of business at ______________________ (hereinafter “Servicer”).

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