1
EXHIBIT (h)(3)(ii)
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED
BOOKKEEPING AND PRICING AGREEMENT
Amendment dates as of October 1, 1999 to the Amended and Restated
Bookkeeping and Pricing Agreement (the "Agreement") dated as of June 1, 1998
between Westcore Trust, a Massachusetts business trust (the "Trust"), and ALPS
Mutual Funds Services, Inc. ("ALPS").
BACKGROUND
1. ALPS serves as the bookkeeping and pricing agent for certain of the
Trust's portfolios pursuant to the Agreement.
2. The Trust desires to employ ALPS as its bookkeeping and pricing
agent for the Small-Cap Growth Fund (the "Fund"), on the terms 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 appoints ALPS to act as bookkeeping
and pricing agent 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.
2. Compensation. In consideration for the services to be performed by
ALPS, ALPS shall be entitled to receive from the Trust such compensation and
reimbursement for all reasonable out-of-pocket expenses as described in the
schedule attached as Exhibit A to the Agreement.
3. Continuing Validity. The provisions of the Agreement shall remain in
full force and effect except as modified hereby.
2
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: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
ALPS MUTUAL FUNDS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
