AMENDMENT NO. 1
TO THE DISTRIBUTION AGREEMENT
Amendment dated as of ___________________, 1998 to the Amended and
Restated Distribution Agreement (the "Agreement") dated as of October 1, 1997
between Westcore Trust, a Massachusetts business trust (the "Trust"), and ALPS
Mutual Funds Services, Inc. ("ALPS").
BACKGROUND
1. ALPS serves as the distributor for certain of the Trust's
portfolios pursuant to the Agreement.
2. The Trust desires to employ ALPS as its distributor for the
Mid-Cap Value Fund (the "Fund"), on the terms and for the compensation set forth
in the Agreement and ALPS agrees to provide such services.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto, intending to be legally bound, agree as
follows:
1. APPOINTMENT. The Trust hereby appoint ALPS to act as
distributor for the Fund for the period and on the terms set forth in the
Agreement and ALPS accepts such appointment for said period and on said terms,
and agrees to provide the services set forth in the Agreement and in return for
the compensation provided therein.
2. CONTINUING VALIDITY. The provisions of the Agreement shall
remain in full force and effect as modified hereby.
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:
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ALPS MUTUAL FUNDS SERVICES, INC.
By:
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