0001003297-12-000175 Sample Contracts

THIRD AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • April 27th, 2012 • Westcore Trust • Massachusetts

THE AGREEMENT effective as of May 1, 2012 by and between WESTCORE TRUST, a Massachusetts business trust (the “Trust”) and Denver Investment Advisors LLC, doing business as Denver Investments (“Denver Investments”), a Colorado limited liability company having its principal office at 1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202.

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Denver Investment Advisors LLC c/o Westcore Trust
Letter Agreement • April 27th, 2012 • Westcore Trust

By our execution of this letter agreement (this “Agreement”), Denver Investment Advisors LLC (“Denver Investments”) agrees it will voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse additional Trust expenses for the period commencing April 30, 2012 through April 30, 2013 so that the ratio of expenses to average net assets 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 Attachment A. Denver Investments 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) as well as the Institutional class-specific expenses until at least April 30, 2013.

AMENDMENT NO. 3 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 27th, 2012 • Westcore Trust

This Amendment No. 3 effective as of the 1st day of May, 2012 is entered into between WESTCORE TRUST, Massachusetts business trust (the “Trust”) and DENVER INVESTMENT ADVISORS LLC, a Colorado limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • April 27th, 2012 • Westcore Trust • Colorado

Distribution Agreement (the “Agreement”) made this 1st day of November, 2011, by and between Westcore Trust, a Massachusetts business Trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

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