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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Westcore Trust
370 17th Street
Suite 2700
Denver, CO 80202
2. Name of each series or class of funds for which this notice is filed:
Class B-1 Shares MIDCO Growth - Institutional
Class G-1 Shares Long Term Bond
Class H-1 Shares Intermediate-Term Bond - Institutional
Class I-1 Shares Blue Chip
Class J-1 Growth and Income - Institutional
Class S Shares Colorado Tax-Exempt Fund
Class X-1 Shares Small Cap Opportunity - Institutional
3. Investment Company Act File Number 811-3373
Securities Act File Number: 2-75677
4. Last day of fiscal year for which this notice is filed:
May 31, 1997
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
No. Of Shares Aggregate Dollar Amount
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0 $0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
No. Of Shares Aggregate Dollar Amount
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1,169,897,634 $1,244,110,228
9. Number and aggregate sale price of securities sold during the fiscal year:
No. Of Shares Aggregate Dollar Amount
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14,826,530 $269,792,402
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
No. Of Shares Aggregate Dollar Amount
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0 $0
11. Number and aggregate sale price of securities sold during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
No. Of Shares Aggregate Dollar Amount
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5,207,092 $94,329,492
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$0
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
94,329,492
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
402,189,098
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(iv) Aggregate price of shares redeemed or repurchased and applied as a
reduction to filing fees pursuant to rule 24e-2 (if applicable):
0
-
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
0
-
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17) CFR 202.3a.
/ /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
N/A
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SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
WESTCORE TRUST
/s/ Jasper R. Frontz
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Name: Jasper R. Frontz
Title: Treasurer
Date: July 29, 1997
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July 29, 1997
Westcore Trust
370 Seventeenth Street
Suite 2700
Denver, CO 80202
Re: Form 24F-2 for Westcore Trust;
Registration No. 2-75677
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Ladies and Gentlemen:
We have acted as counsel for Westcore Trust, a Massachusetts business trust
(the "Trust"), in connection with the registration under the Securities Act of
1933 of units of beneficial interest (the "Shares") in its MIDCO Growth Fund,
Blue Chip Fund, Growth and Income Fund, Small-Cap Opportunity Fund, Long-Term
Bond Fund, Intermediate-Term Bond Fund and Colorado Tax-Exempt Fund, made
definite in number by the Form 24F-2 which this opinion accompanies. The Trust
is authorized to issue an unlimited number of units of beneficial interest of
each of its portfolios.
During the fiscal year ended May 31, 1997, all of the Shares were
classified among the portfolios identified above.
We have reviewed the Trust's Amended and Restated Declaration of Trust, its
code of regulations, resolutions adopted by its Board of Trustees and holders of
its Shares, and such other legal and factual matters as we have deemed
appropriate, and we have relied on the accuracy of the information in the Form
24F-2 which this opinion accompanies. Insofar as our opinion below relates to
matters pertaining to Massachusetts law, we have relied upon the opinion of
Ropes & Gray, special Massachusetts counsel to the Trust.
This opinion is based exclusively on the law of the Commonwealth of
Massachusetts and the federal law of the United States of America.
Based on the foregoing, we are of the opinion that the
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Shares were, when issued against payment therefor as described in the Trust's
prospectus, legally issued, fully paid and non-assessable by the Trust.
We note that under certain circumstances, the shareholders of a
Massachusetts business trust may be subject to assessment at the instance of
creditors to pay the obligations of such trust in the event that such trust's
assets are insufficient for that purpose.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Form 24F-2.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
