AMENDMENT TO THE AMENDED
AND RESTATED ADMINISTRATION AGREEMENT
Amendment dated as of May 23, 2003 (the "Amendment") to the
Amended and Restated Administration Agreement dated November 1, 2000 (the
"Agreement") between Westcore Trust (the "Trust"), Denver Investment Advisors
LLC ("DIA") and ALPS Mutual Funds Services, Inc. ("ALPS"), successor in interest
to ALPS Distributors, Inc. (formerly known as ALPS Mutual Funds Services, Inc.).
ALPS and DIA are also referred to together as "Co-Administrators."
BACKGROUND
1. Section 2(a) of the Agreement currently provides that,
subject to the direction and control of the Board of Trustees of the Trust, the
Co-Administrators jointly and severally agree to assist in supervising various
aspects of each Fund's (as defined in the Agreement) administrative operations
including, among other things, under subsection (iii), compiling data for and
preparing with respect to the Funds timely Semi-Annual Reports on Form N-SAR
and, under subsection (vi), assisting "to the extent requested by the Trust"
with the Trust's preparation of Annual and Semi-Annual Reports to Fund
shareholders and Registration Statements for the Funds (on Form N-1A or any
replacement therefor).
2. The Co-Administrators prepare the Trust's Annual and
Semi-Annual Reports to Fund shareholders. In addition, under regulations
approved by the Securities Exchange Commission on January 27, 2003, registered
investment companies including the Trust must file new form N-CSR for fiscal
periods ending on or after April 1, 2003. Moreover, the Trust may from time to
time be required prepare and/or file other reports by the securities,
investment, tax or other laws and regulations of the United States and the
various states in which the Fund does business, including, without limitation,
new Form N-PX.
3. Accordingly, the parties desire to amend the Agreement so
that (a) subject to the supervision and control of the Board of Trustees of the
Trust, the Co-Administrators will be jointly and severally responsible for the
timely compilation of data for and the timely preparation (or supervision of
preparation) of, with respect to the Funds, semi-annual reports on Form N-CSR,
Annual and Semi-Annual Reports to Fund shareholders, and any other report or
reports that are required from time to time by the securities, investment, tax
or other laws and regulations of the United States and the various states in
which the Fund does business and (b) the phrase "to the extent requested by the
Trust" will be eliminated from Section 2(a)(vi) of the Agreement with respect to
the preparation of the Trust's Annual and Semi-Annual Reports to Fund
shareholders.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, the parties hereto, intending to be legally bound,
hereby amend the Agreement, pursuant to the terms thereof, as follows:
1. Amendment to Section 2(a). Section 2(a) of the Agreement is
hereby amended and restated in its entirety to read as follows:
(a) Subject to the direction and control of the Board of Trustees of
the Trust, the Administrators jointly and severally agree to assist in
supervising various aspects of each Fund's administrative operations
including the performance of the following specific services for each
Fund: (i) assist in maintaining office facilities (which may be in the
offices of either of the Administrators or a corporate affiliate but
shall be in such location as the Trust shall reasonably determine);
(ii) furnish clerical services and stationery and office supplies;
(iii) compile data for and prepare with respect to the Funds timely
Notices to the Securities and Exchange Commission required pursuant to
Rule 24f-2 under the 1940 Act and Annual and Semi-Annual Reports on
Form N-SAR; (iv) coordinate execution and filing by the Trust of all
federal and state tax returns and required tax filings other than those
required to be made by the Trust's custodians and transfer agent; (v)
prepare compliance filings pursuant to state securities laws with the
advice of the Trust's counsel; (vi) compile data for and prepare, with
respect to the Funds, in a timely manner, Annual and Semi-Annual
Reports to Fund shareholders and, to the extent requested by the Trust,
timely assist with the Trust's preparation of Registration Statements
for the Funds (on Form N-1A or any replacement therefor); (vii) monitor
each Fund's expense accruals and pay all expenses on proper
authorization from each Fund; (viii) monitor each Fund's status as a
regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended from time to time; (ix) maintain each Fund's
fidelity bond as required by the 1940 Act; (x) monitor compliance with
the policies and limitations of each Fund as set forth in the Trust's
most recent Prospectus(es) and Statement(s) of Additional Information
and all amendments and supplements thereto (collectively, the
"Prospectus"), Code of Regulations and Declaration of Trust; (xi)
compile data for and prepare (or supervise the preparation of), with
respect to the Funds, in a timely manner, semi-annual reports on Form
N-CSR and any other report or reports that are required from time to
time by the securities, investment, tax or other laws and regulations
of the United States and the various states in which the Trust does
business; and (xii) generally assist in the Funds' operations.
2. Continuing Validity. The provisions of the Agreement shall
remain in full force and effect as modified hereby.
3. Massachusetts Business Trust Legend. The Names "Westcore
Trust" and "Trustees of Westcore Trust" refer respectively to the trust created
and the Trustees, as trustees but not individually or personally, acting from
time to time under an Amended and Restated Declaration of Trust dated November
19, 1987 which is hereby referred to and a copy of which is on file at the
office of State Secretary of the Commonwealth of Massachusetts and the principal
office of the Company. The obligations of "Westcore Trust" entered into in the
name or on behalf thereof by any of the Trustees, shareholders, or
representatives of the Trust are not made personally, but in such capacities,
and bind only Westcore Trust's property, and all persons dealing with any class
of shares of Westcore Trust must look solely to the property of Westcore Trust
belonging to such class for the enforcement of any claims against Westcore
Trust.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers designated below on
the day and year first above written.
WESTCORE TRUST
By: ____________________________
Name:
Title:
ALPS MUTUAL FUNDS SERVICES, INC.
By: _____________________________
Name:
Title:
DENVER INVESTMENT ADVISORS LLC
By: _____________________________
Name:
Title:
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