0001144204-09-023310 Sample Contracts

Denver Investment Advisors LLC ALPS Fund Services, Inc. c/o Westcore Trust
Fee Waiver Agreement • April 30th, 2009 • 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 April 30, 2009 through April 29, 2010 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).

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Amendment No. 5 to Second Amended and Restated Administration Agreement
Administration Agreement • April 30th, 2009 • Westcore Trust

This Amendment No. 5 to Second Amended and Restated Administration Agreement (this “Amendment”), dated October 16, 2008 among 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,” together with DIA, the “Administrators”).

Contract
Bookkeeping and Pricing Agreement • April 30th, 2009 • Westcore Trust
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