0001003297-06-000382 Sample Contracts

SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • September 28th, 2006 • 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 1625 Broadway, Suite 2200, Denver, Colorado 80202, __________________________________________, a _______________________________ company having its principal place of business at______________________________, _________________, _______________(hereinafter "Servicer").

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SIDE-LETTER AGREEMENT BETWEEN WESTCORE TRUST'S CO-ADMINISTRATORS
Letter Agreement • September 28th, 2006 • Westcore Trust

With respect to the Second Amended and Restated Administration Agreement ("Agreement"), dated January 1, 2006, as amended, by and between Westcore Trust ("Trust" or "the Funds"), Denver Investment Advisors LLC ("DIA") and ALPS Mutual Funds Services, Inc. ("ALPS"), we agree that the services outlined in Sections 2 (a) and (b) of the Agreement are to be divided between DIA and ALPS as follows:

Denver Investment Advisors LLC ALPS Mutual Funds Services, Inc. c/o Westcore Trust 1625 Broadway, Suite 2200 Denver, Colorado 80202
Letter Agreement • September 28th, 2006 • Westcore Trust

By our execution of this letter agreement (this "Agreement"), the undersigned parties agree that in order to improve the performance of certain of the Trust's portfolios, they will voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse additional Trust expenses for the period commencing September 28, 2006 through September 28, 2007 so that total annual operating expenses of each portfolio of the Trust do not exceed the amounts set forth in column 6 of Attachment A.

DISTRIBUTION AGREEMENT
Distribution Agreement • September 28th, 2006 • Westcore Trust • Colorado

You, ALPS Distributors, Inc., are currently the distributor of shares of beneficial interest (the "Shares") of the Trust's MIDCO Growth Fund, Blue Chip Fund , Flexible Income Fund , Plus Bond Fund , Growth Fund , Small-Cap Opportunity Fund, Colorado Tax-Exempt Fund, Mid-Cap Value Fund, Small-Cap Value Fund, Select Fund, International Frontier Fund (together the "Funds"). This Agreement confirms that in consideration of the agreements hereinafter contained, the Trust has agreed that you shall be (or continue to be, as the case may be) for the period of this Agreement the distributor of Shares of the Funds.

SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 28th, 2006 • Westcore Trust • Massachusetts

THE AGREEMENT made as of January 1, 2006 by and between WESTCORE TRUST, a Massachusetts business trust (the "Trust"), Denver Investment Advisors LLC ("DIA"), a Colorado limited liability company having its principle office at 1225 Seventeenth Street, 26th Floor, Denver, Colorado 80202, and ALPS Mutual Funds Services, Inc. ("ALPS"), a Colorado corporation having its principal office at 1625 Broadway, Suite 2200, Denver, Colorado 80202 (DIA and ALPS being referred to herein collectively, as the "Administrators").

AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • September 28th, 2006 • Westcore Trust

Amendment dated as of February 22, 2006 to the Second Amended and Restated Administration Agreement (the "Agreement") dated as of January 1, 2006 between Westcore Trust, a Massachusetts business trust (the "Trust"), Denver Investment Advisors LLC ("DIA") and ALPS Mutual Funds Services, Inc. ("ALPS").

BROKER DEALER SELLING AGREEMENT
Broker Dealer Selling Agreement • September 28th, 2006 • 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 1625 Broadway, Suite 2200, Denver, Colorado 80202, and, __________________________________ a _________________________ company having its principal place of business at ____________________________________________________________ (hereinafter "Broker/Dealer").

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