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[LOGO] WESTCORE FUNDS Westcore MIDCO Growth Fund Prospectus
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[PICTURE OF MOUNTAINS]
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[LOGO]
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[PICTURE OF MOUNTAINS]
A HISTORY
WITH A FUTURE.
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The journey creates the destination.
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Markets fluctuate, but it's the performance and service of your investment
company over the long haul that will take you where you want to go. That's why,
before you invest, it's so important to learn about the history of your
investment firm, its philosophies, processes and people. At Westcore, we have a
history of decades - not just years - behind us. We've developed a unique
research philosophy and methodology that set us apart. And for many years,
our investment professionals' management has resulted in a successful track
record for our mutual fund investors.
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Experience focused on all portfolios.
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Our history doesn't begin with the ten years we've managed mutual funds -
Westcore Funds are backed by nearly four decades of investment management
experience. The Funds are managed by institutional adviser Denver Investment
Advisors, a firm that has managed assets for some of America's largest
corporations, foundations and pension plans for the past 39 years. Currently,
they have approximately $10 billion in assets under management. The Westcore
Funds give you access to this kind of investment expertise - the kind demanded
by large institutions. You receive the same disciplined asset management and
investments as our institutional portfolios for low investment minimums,
competitive expense ratios and no loads.
Not part of the prospectus.
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Ypsilon Mountain (13,514 foot), Rocky Mountain National Park, Front Range
Colorado Photographer: Eric Wunrow
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[LOGO]
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Adding value to our investors' portfolios.
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Instant information is the mantra of our technological decade. It's becoming
more and more important to be early - to find and act on unique information
about companies and securities. Identifying companies with superb management,
proprietary products or those positioned to take advantage of a change that may
lead to earnings growth, improvements in financial quality and increases in
valuation, provides the edge that drives fund performance. At Westcore, we have
spent years building a strong professional team and developing proprietary
research processes and techniques designed to give us that important head start
in a competitive marketplace. Every security is rigorously analyzed and tested
to determine if it deserves to be purchased for your portfolio - or if it should
be sold.
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Different investments require different approaches.
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There are different ways to manage investments, and some firms use the same
investment formula for each fund. Not us. At Westcore we know that all
investments are not the same. We appreciate the difference in asset classes and,
to make the best investments for each portfolio, we utilize processes tailored
to each specific universe of securities. From blue chips to small-company stocks
to bonds, we understand the different challenges each asset class poses for
security selection, and the different opportunities they provide for our
investors.
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Better research philosophy, better investments.
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We begin by acknowledging that both fundamental, bottom-up research and
quantitative evaluation are important tools. Experience has proven that using
them both together - integrated in the right combination at the right time - is
powerful. Every security bought or sold for a Westcore Fund is subjected to
strict disciplines and analysis tailored to the situation. Our research makes
the difference, giving you, the investor, a better portfolio.
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Not part of the prospectus. 1
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[LOGO]
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THE PEOPLE
BEHIND THE RESEARCH.
[PHOTO] Teamwork, knowledge,
[PHOTO] wisdom, experience.
[PHOTO]
At Westcore, we understand that it's the people that add the value to investing.
All the best information and research processes in the world mean nothing if the
right people aren't in the position to make the decisions. To attract the
highest caliber investment professionals - and to keep them - we've created an
environment that is challenging and intellectually stimulating, where everyone
has input on investment decisions and where they are rewarded based on their
performance. Our investment professionals have an average of 19 years in the
investment industry and 12 years working together as a team at our firm.
Experience through many market cycles adds to their strength as individuals and
as members of the team.
"It's an interesting and intellectually challenging business and our investment
professionals wouldn't be doing anything else. If you provide the right
environment, people do great things."
[PHOTO]
Kenneth V. Penland
PRESIDENT
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2 Not part of the prospectus.
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[LOGO]
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EIGHT DIFFERENT FUNDS
TO HELP YOU REACH YOUR GOALS.
For your retirement plan you have access to Westcore MIDCO Growth Fund -
an equity Fund investing in a diversified portfolio of medium-sized companies.
The Westcore family also offers direct to investors three other equity funds,
three bond funds, and a money market fund to fit the investment needs of many
types of investors. Each of our funds focuses on a different asset class and
utilizes the best investment techniques for each particular universe of
securities. Each offers different opportunities for investors, and of course,
different levels of aggressiveness.
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Other funds available through Westcore Funds directly:
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[PICTURE OF MOUNTAINS]
1-800-392-CORE
(2673)
Westcore Blue Chip Fund - an equity fund that invests in approximately 50 stocks
believed to represent the best values among those issued by the 300-400 largest
U.S. dividend-paying companies.
Westcore Small-Cap Opportunity Fund - an equity fund focusing on small-company
stocks with unrecognized potential.
Westcore Growth and Income Fund - an equity fund focusing on large and medium-
sized, dividend-paying, growth companies.
Westcore Long-Term Bond Fund - a bond fund focusing on higher-yielding,
investment-grade bonds.
Westcore Intermediate-Term Bond Fund - a bond fund emphasizing investment-
quality, intermediate-term debt securities.
Westcore Colorado Tax-Exempt Fund - a bond fund offering Colorado investors
double tax-exempt income through investments in investment-quality municipal
bonds.
Compass Capital Money Market Portfolio - a money market fund that invests in
high-quality, short-term securities which seeks to maintain a $1.00 per share
net asset value.*
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* AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT COMPASS CAPITAL MONEY
MARKET PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE.
PLEASE CALL 1-800-392-CORE FOR A PROSPECTUS CONTAINING MORE COMPLETE INFORMATION
ABOUT THESE FUNDS, INCLUDING EXPENSES. PLEASE READ IT CAREFULLY BEFORE YOU
INVEST OR SEND MONEY.
FUNDS DISTRIBUTED BY ALPS MUTUAL FUNDS SERVICES, INC., MEMBER NASD.
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Not part of the prospectus. 3
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[LOGO] WESTCORE FUNDS
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Prospectus For Westcore MIDCO Growth Fund
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OCTOBER 1, 1996 AS REVISED AUGUST 12, 1997
[PICTURE OF MOUNTAINS]
WESTCORE
FUNDS
This Prospectus describes one mutual fund (the "Fund") offered by Westcore Trust
("Westcore" or the "Trust"). The Fund is a no-load investment. This permits you
to purchase and sell shares of the Fund without a sales charge. If you enroll in
our Automatic Investment Plan, you can open your account for as little as $50 a
month. Otherwise, the minimum initial investment is normally $1,000.
Denver Investment Advisors LLC ("Denver Investment Advisors" or the "Investment
Adviser") serves as investment adviser for the Fund. Denver Investment Advisors
and its predecessors have over 38 years of investment management experience and
Denver Investment Advisors currently manages over $9.7 billion in assets for
clients such as corporations, insurance companies and individuals. ALPS Mutual
Funds Services, Inc. ("ALPS") serves as the Fund's distributor.
This Prospectus sets forth information that you should consider before
investing. Please read this prospectus and keep it for future reference. It
contains important information including how the Fund invests and shareholder
services available to you. Additional information is contained in a Statement of
Additional Information ("SAI"), dated October 1, 1996, on file with the
Securities and Exchange Commission (the "SEC"). You may obtain a free copy of
the SAI by writing or calling Westcore at the address or telephone number shown
on the back cover. The SAI is incorporated by reference into this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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4
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Westcore MIDCO Growth Fund Prospectus
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[PICTURE OF MOUNTAINS]
Table Of Contents
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PAGES
Fund Information
Fund Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Fund Specifics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . . 11
Fundamental Investment Limitations . . . . . . . . . . . . . . . . . . . . . 14
How to Invest
How to Open and Add to
Your Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Minimum Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
How to Exchange Fund Shares. . . . . . . . . . . . . . . . . . . . . . . . . 16
How to Redeem Fund Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Price of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Accounts Opened Through
a Service Organization . . . . . . . . . . . . . . . . . . . . . . . . . . 17
General Account Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Other Information
Distributions and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Performance Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Management of Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Inquiries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Supplemental Information
Information on Investment Policies
and Additional Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . 24
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5
<PAGE>
[LOGO] WESTCORE FUNDS Fund Information
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Fund Highlights
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This section provides you with a brief overview of the Westcore MIDCO Growth
Fund and summarizes the Fund's investment objective. A detailed discussion of
its investment objective, policies and risks begins on page 11 and complete
information on how to purchase, exchange and redeem Fund shares begins on
page 15.
Westcore MIDCO Growth Fund -
seeks to maximize long-term capital appreciation by investing primarily in
medium-sized growth companies.
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Expense Information
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The example illustrates the effect of expenses and should not be considered a
representation of past or future expenses and actual expenses may be greater or
less than those shown.
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Westcore MIDCO Growth Fund
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Shareholder Transaction Expenses None
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Annual Operating Expenses
(as a percentage of average net assets)
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Management Fees 0.65%
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12b-1 Fees None
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All Other Expenses 0.50%
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Total Operating Expenses 1.15%
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EXAMPLE: Assume you invest $1,000, the annual return on the Fund is 5%, and the
Fund's annual operating expenses remain as listed above. The example below
shows the operating expenses that you would indirectly bear as an investor in
the Fund.
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One Year $12
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Three Years 37
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Five Years 64
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Ten Years 140
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6
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Westcore MIDCO Growth Fund Prospectus
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[PICTURE OF MOUNTAINS]
The table and example at left show you the various costs and expenses you will
bear directly or indirectly as an investor in the Fund. Shareholder Transaction
Expenses are charges you pay when buying, exchanging or selling shares of the
Fund. The no-load Westcore MIDCO Growth Fund does not charge any Shareholder
Transaction Expenses. Annual Fund Operating Expenses, which are based on amounts
incurred during the most recent fiscal year, restated to reflect current
expenses, are paid out of the Fund's assets and include fees for portfolio
management, maintenance of shareholder accounts, general Fund administration,
shareholder servicing, accounting and other services.
If you own shares through certain Service Organizations (as described in the
section entitled "How to Invest") you may pay account charges in connection with
the maintenance of your account at the Service Organization. These account
charges are in addition to the expenses shown above.
For more complete descriptions of shareholder transaction expenses and the
Fund's operating expenses, see "How to Invest" and "Management of the Fund" in
this Prospectus and the financial statements and related notes included in the
Statement of Additional Information.
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7
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[LOGO] WESTCORE FUNDS
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[PICTURE OF MOUNTAINS]
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Financial Highlights
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Westcore MIDCO Growth Fund
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(For a Fund Share Outstanding
Throughout the Periods Indicated.)
The table at right provides supplementary information to the Fund's financial
statements contained in the Statement of Additional Information and sets forth
certain information concerning the historic investment results of Fund shares.
The financial highlights are based on the financial statements of the Fund,
which have been audited by Deloitte & Touche LLP, the Trust's independent
auditors, except that the information in the Financial Highlights (except for
total return) for the period ended May 31, 1987 was audited by other auditors.
You should read the table together with the financial statements and related
notes included in the Statement of Additional Information. Further information
about the performance of the Fund is available in the Annual Report to
Shareholders. You may obtain both the Statement of Additional Information and
the Annual Report to Shareholders free of charge by contacting ALPS or Westcore
Trust at 1-800-392-CORE (2673).
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8
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Westcore MIDCO Growth Fund Prospectus
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Westcore MIDCO Growth Fund
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(For a Fund Share Outstanding Throughout the Periods Indicated.)
<TABLE>
<CAPTION>
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For the Year Ended May 31,
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1996 1995 1994 1993 1992 1991 1990 1989 1988 1987(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value-beginning
of period $17.12 $16.09 $15.79 $14.38 $14.00 $11.57 $12.18 $9.82 $12.20 $10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
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Net investment income (loss) (0.08) 0.00 0.00 0.04 0.06 0.07 0.24 0.19 0.03 0.20
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Net realized and unrealized
gain (loss) on investments 6.58 1.56 1.34 2.48 1.84 3.16 1.32 2.52 (1.47) 2.00
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Total income (loss) from
investment operation 6.50 1.56 1.34 2.52 1.90 3.23 1.56 2.71 (1.44) 2.20
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Dividends and Distributions to Shareholders
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Dividends from net
investment income 0.00 0.00 0.00 0.00 (0.32) (0.08) (0.24) (0.10) (0.28) 0.00
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Distributions from net
realized gain on investments (0.72) (0.53) (1.03) (1.11) (1.20) (0.72) (1.93) (0.25) (0.66) 0.00
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Return of capital 0.00 0.00 (0.01) 0.00 0.00 0.00 0.00 0.00 0.00 0.00
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Total dividends,
distributions and return
of capital to shareholders (0.72) (0.53) (1.04) (1.11) (1.52) (0.80) (2.17) (0.35) (0.94) 0.00
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Net asset value-end
of period $22.90 $17.12 $16.09 $15.79 $14.38 $14.00 $11.57 $12.18 $9.82 $12.20
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Total return 38.62% 10.05% 8.37% 18.04% 14.09% 30.44% 15.33% 28.46% (13.09%) 26.53%(3)(4)
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Ratios/Supplemental Data:
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Net assets, end of
period (000 omitted) $656,490 $401,760 $335,453 $231,595 $180,681 $131,420 $85,209 $81,948 $557 $439
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Ratio of expenses to
average net assets 1.08% 0.94% 0.84% 0.83% 0.80% 0.78% 0.83% 0.80% 1.33% 0.00%(3)
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Ratio of net investment
income (loss) to average
net assets (0.42%) (0.03%) (0.09%) 0.04% 0.12% 0.58% 2.05% 1.21% 0.02% 2.52%(3)
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Ratio of expenses to
average net assets
without fee waivers 1.10% 0.96% 0.87% 0.85% 0.85% 0.88% 0.88% 0.85% 2.20% 2.20%(3)
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Ratio of net investment
income (loss) to average
net assets without
fee waivers (0.44%) (0.05%) (0.12%) 0.02% 0.07% 0.48% 2.00% 1.16% (0.85%) 0.32%(3)
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Portfolio turnover rate(2) 62.83% 50.19% 52.05% 56.23% 48.17% 75.43% 86.62% 74.03% 91.57% 54.03%(3)
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</TABLE>
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9
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[LOGO] WESTCORE FUNDS
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Fund Specifics
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This section looks more closely at the Fund's investment objective, policies and
securities in which it invests. You should carefully consider your own
investment goals, time horizon and risk tolerance before investing in the Fund.
You should also review carefully the section entitled "Supplemental Information-
Information on Investment Policies and Additional Risk Factors" for a more
detailed discussion of the instruments in which the Fund may invest and their
associated risks. There can be no assurance that the Fund will achieve its
investment objective.
Investment Objective and Policies
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Upon notice to shareholders, the Fund's investment objective and policies may be
changed by the Trust's Board of Trustees without the approval of shareholders.
In the event of a change, you may want to consider whether the Fund remains a
suitable investment for you.
The Westcore MIDCO Growth Fund is designed for long-term investors who can
tolerate the risks associated with investments in common stocks. It is most
suitable for investors with a long-term investment horizon. The following
questions are designed to help you better understand an investment in the
Westcore MIDCO Growth Fund.
What is the Fund's investment objective and what are its primary investments?
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Westcore MIDCO Growth Fund seeks to maximize long-term capital appreciation
(rather than current income) by investing primarily in common stocks. The
Investment Adviser uses fundamental research techniques to identify medium-sized
growth companies it believes to be attractive. The Investment Adviser believes
medium-sized companies' earnings may be greatly impacted by factors such as new
products and services, and more entrepreneurial management. Medium-sized
companies may also have better opportunities for growth by gaining market share.
In the Investment Adviser's view, medium-sized company securities may tend to be
less volatile than the securities of smaller companies, while providing higher
returns than larger company stocks.
In what types of securities does the Fund invest?
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Westcore MIDCO Growth Fund primarily invests in medium-sized companies which
generally have market capitalizations of $250 million to $5 billion and revenues
of $100 million to $6 billion at the time of purchase. The Fund does not invest
in companies that, at the time of purchase, are ranked among the largest 100
companies in FORTUNE MAGAZINE'S annual ranking of "The Largest U.S. Industrial
and Service Corporations" in terms of revenues or market capitalization. Up to
25% of the Fund's assets may be invested in securities issued by foreign
companies, either directly (if the company is listed on a U.S. exchange) or
indirectly through American Depository Receipts ("ADRs"). During normal market
conditions, the Fund invests at least 65% of its total assets in companies with
market capitalizations of at least $250 million.
What are the other investment policies of the Fund?
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The Fund may invest in options and futures, preferred stocks, warrants and
foreign currency transactions. Additionally, the Fund may invest up to 15% of
its total assets in securities convertible into common stock rated below
investment
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10
<PAGE>
Westcore MIDCO Growth Fund Prospectus
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grade (i.e., lower-rated securities) or unrated securities determined to be of
comparable quality. The Fund may also invest, directly or indirectly, up to 25%
of its total assets in securities issued by foreign companies.
The Fund may invest in short-term instruments such as U.S. government
obligations, money market instruments, repurchase agreements and securities
issued by other investment companies (within the limits prescribed by the
Investment Company Act of 1940, as amended ("1940 Act")). In addition, the Fund
may borrow money from banks and may enter into reverse repurchase agreements for
temporary purposes on a limited basis. The Fund may hold uninvested cash
reserves (which would not earn income) pending investment, to meet anticipated
redemption requests or during temporary defensive periods.
What is the main risk of investing in an equity fund?
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The fundamental risk associated with any equity fund is the risk that the value
of the stocks it holds might decrease. Stock values may fluctuate in response to
the activities of an individual company or in response to general market or
economic conditions. Historically, equity securities have provided greater long-
term returns and have entailed greater short-term risks than other investment
choices.
Although smaller or newer issuers are more likely to realize more substantial
growth than larger or more established issuers, they are more likely to suffer
more significant losses. Investments in such companies can be both more volatile
and more speculative.
For a discussion of risks related to such investments as lower rated securities
or "junk bonds," options and futures, foreign currency exchange transactions and
"derivative" instruments in general in which the Fund may invest, see
"Supplemental Information-Information on Investment Policies and Additional Risk
Factors" beginning on page 24.
Is the Fund diversified and what does that mean?
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The Fund is diversified. Diversification is a means of reducing risk by
investing the Fund's assets in a broad range of stocks or other securities in
various industries and economic sectors. Diversification does not provide
assurance against the possibility of loss.
How does the Fund try to reduce risk?
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- Diversification of the Fund's assets reduces the effect of any single
holding on its overall portfolio value.
- The Fund may adjust the securities it holds to include issues which
are believed to involve less risk.
- The Fund may use futures, options and similar instruments to attempt
to hedge its portfolio against disadvantageous movements in securities
prices and interest rates. The Fund may use various currency hedging
techniques, including forward currency contracts, to manage exchange
rate risk when investing directly in foreign markets.
- To the extent that the Fund holds a large cash position, it may not
participate in market declines (or advances) to the same degree as a
fund that is more fully invested in common stocks.
What is meant by "market capitalization"?
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Market capitalization is the most commonly used measure of the size and value of
a company. It is computed by multiplying the current market price of a share of
the company's stock by the total number of its shares outstanding. Market
capitalization is an important investment criterion for the Fund.
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11
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[LOGO] WESTCORE FUNDS
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In General
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Fund Specifics
What potential risks and rewards may I experience if I invest in the Fund?
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An investment in the Fund presents the potential rewards and risks common to
securities investments. The Fund invests primarily in common stocks. Although
stocks historically have presented greater potential for capital appreciation
than debt obligations, they do not provide the same assurance of income and may
carry greater risk of loss.
The market value of debt obligations held by the Fund will also fluctuate,
normally rising when interest rates fall and falling when interest rates rise.
The value of some debt obligations may be more volatile than other types of
instruments.
The Fund may invest in foreign securities that are considered attractive by
Denver Investment Advisors. In addition to being more costly, foreign securities
may be subject to potentially adverse political, governmental and economic
developments and changes in foreign currency exchange rates.
The Fund may purchase certain derivative instruments which derive their value
from the performance of underlying assets, interest or currency exchange rates,
or indices. Derivative instruments present, to varying degrees, special market,
volatility, leveraging, liquidity, pricing and operations risks. See
"Supplemental Information - Risk Factors Associated with Derivative Instruments"
on page 28.
The Fund may lend its securities and enter into repurchase agreements and
reverse repurchase agreements with banks and broker/dealers that could
experience financial difficulties, and may make limited investments in illiquid
securities.
As the Fund's investment adviser, Denver Investment Advisors will evaluate the
rewards and risks presented by all securities purchased by the Fund and will
determine how they will be used in furtherance of the investment objective of
the Fund. It is possible, however, that Denver Investment Advisors' evaluations
will prove to be inaccurate and, even when accurate, it is possible that the
Fund will incur losses.
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12
<PAGE>
Westcore MIDCO Growth Fund Prospectus
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Fundamental Investment Limitations
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What are fundamental investment limitations?
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Fundamental investment limitations are those investment limitations that the
Fund may not change without the approval of the holders of a majority of the
Fund's outstanding shares. Some are summarized below (a complete list is set
forth in the Statement of Additional Information).
The Westcore MIDCO Growth Fund may not:
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- Purchase securities if more than 5% of the Fund's total assets will be
invested in the securities of any one issuer. However up to 25% of the
Fund's total assets may be invested without regard to this 5%
limitation. Certain investments such as U.S. government securities are
not subject to this limitation.
- Make loans, except that the Fund may purchase and hold debt
instruments and enter into repurchase agreements in accordance with
its investment objective and policies. The Fund may also lend
portfolio securities in an amount not exceeding 30% of its total
assets.
The Fund will not purchase securities so long as its outstanding borrowings
(including reverse repurchase agreements) exceed 5% of its total assets.
If a percentage limitation or other statistical requirement is met at the time
the Fund makes an investment, a later change in the percentage due to a change
in the value of the Fund's portfolio securities generally will not constitute a
violation.
Please call the Trust at 1-800-392-CORE (2673) if you have any questions or
need any information.
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ALPS Mutual Fund Services, Inc. is the distributor for the Trust and has its
principal office at:
370 Seventeenth Street
Suite 2700
Denver, Colorado 80202.
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13
<PAGE>
[LOGO] WESTCORE FUNDS How to Invest
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How To Open And Add To Your Account
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This section tells you how to purchase, exchange and redeem your shares. It
also explains various services and features offered in connection with your
account. You may open an account and purchase shares of the Fund by completing
an Account Application and returning it to Westcore with your check made
payable to Westcore/SSB. You may obtain an Account Application by calling
1-800-392-CORE (2673).
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To Open An Account
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By Mail Send a completed Account Application and a check or money order
payable in U.S. dollars and drawn on a bank located in the U.S.
to Westcore Trust, P.O. Box 8319, Boston, MA 02266-8319.
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In Person Bring your completed Account Application and a check or money
order payable to Westcore/SSB to Westcore Trust, 370 Seventeenth
Street, Suite 2700, Denver, CO 80202.
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Automatically Complete the Automatic Investment Plan Section of your new
(from your Account Application ($50 minimum per transaction); and return it
bank account) to Westcore Trust, P.O. Box 8319, Boston, MA 02266-8319.
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By Wire Call 1-800-392-CORE (2673) to receive wiring instructions.
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To Add To An Account
- --------------------------------------------------------------------------------
By Mail Send a check or money order payable in U.S. dollars and drawn on
a bank located in the U.S. to Westcore Trust, P.O. Box 8319,
Boston, MA 02266-8319. Specify your account number and the name
of the Westcore MIDCO Growth Fund.
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In Person Bring your check or money order payable to Westcore/ SSB to
Westcore Trust, 370 Seventeenth Street, Suite 2700, Denver,
CO 80202.
- --------------------------------------------------------------------------------
Automatically Complete at any time an Automatic Investment Plan application
(from your to have $50 or more automatically withdrawn from your bank
bank account) account monthly, quarterly, or annually.
- --------------------------------------------------------------------------------
By Wire Call 1-800-392-CORE (2673) to receive wiring instructions.
- --------------------------------------------------------------------------------
14
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Minimum Investments Amount
- --------------------------------------------------------------------------------
To open a new account $1,000
- --------------------------------------------------------------------------------
To open a new retirement or certain other accounts $250
- --------------------------------------------------------------------------------
To open a new account with an Automatic Investment Plan 0
- --------------------------------------------------------------------------------
To add to any type of an account $50
- --------------------------------------------------------------------------------
The minimum investment requirements do not apply to reinvested dividends,
purchases by Service Organizations acting on behalf of their customers,
officers, trustees, directors, employees and retirees of the Trust, Investment
Adviser, Administrators or any direct or indirect subsidiary or any spouse,
parent or child of any of these persons.
Please note: Third-party checks will not be accepted by Westcore for the
purchase of shares of a Fund.
- --------------------------------------------------------------------------------
How To Exchange Fund Shares
- --------------------------------------------------------------------------------
You may exchange your Fund shares for shares of the other Westcore Investment
Portfolios or the Compass Capital Money Market Portfolio.* Exchanges must be for
at least $1,000 in value per transaction. You should read the Prospectus for the
Westcore Investment Portfolios into which you are exchanging. For further
information on the exchange privilege, please call a Westcore Investor Service
Representative at 1-800-392-CORE (2673).
Westcore Trust may modify or terminate the exchange privilege, but will not
materially modify or terminate it without giving shareholders 60 days' notice.
- --------------------------------------------------------------------------------
By Telephone Call 1-800-392-CORE (2673), and give the account name,
account number, name of Fund and amount of exchange
($1,000 minimum).
- --------------------------------------------------------------------------------
By Mail Send a written request to: Westcore Trust, P.O. Box 8319
Boston, MA 02266-8319. Submit any share certificates being
exchanged, endorsed for transfer.
Your written request must:
- be signed by each account owner; a signature guarantee
is required for exchanges between accounts with unlike
registrations;
- state the number or dollar amount of shares to be
exchanged ($1,000 minimum);
- include your account number and tax identification
number.
- --------------------------------------------------------------------------------
*COMPASS CAPITAL MONEY MARKET PORTFOLIO IS A NO-LOAD MONEY MARKET FUND ADVISED
BY PNC ASSET MANAGEMENT GROUP, INC. AND SUB-ADVISED BY PNC INSTITUTIONAL
MANAGEMENT CORPORATION AND DISTRIBUTED BY COMPASS DISTRIBUTORS, INC.
- --------------------------------------------------------------------------------
15
<PAGE>
[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
How To Redeem Fund Shares
- --------------------------------------------------------------------------------
You may redeem your Fund shares on any business day. If you have any questions
on how to redeem your shares, please call a Westcore Investor Service
Representative at 1-800-392-CORE (2673).
Redemption proceeds generally will be sent by check to the shareholder(s) of
record at the address of record within 7 days after receipt of a valid
redemption request. If you have authorized the wire redemption service, your
redemption proceeds will be wired directly into your designated bank account
normally within 3 business days after receipt of a valid redemption request. If
you have selected the Systematic Withdrawal Plan, your redemption proceeds will
be electronically transferred to your designated bank account within 7 days
after withdrawal. If the shares being redeemed were purchased by check,
telephone or through the Automatic Investment Program, the Trust may delay the
mailing of your redemption check for up to 15 days from the day of purchase to
allow the purchase to clear.
- --------------------------------------------------------------------------------
By Telephone Call 1-800-392-CORE (2673) and give the account name, account
(Available number, name of Fund and amount of redemption ($1,000 minimum).
only if you
checked the If you do not have and would like to add the telephone redemption
appropriate feature, send a written request to Westcore Trust, P.O. Box 8319,
box on the Boston, MA 02266-8319. The request must be signed (and signatures
Account guaranteed) by each account owner.
Application.)
The Trust may impose a dollar limit on telephone redemptions.
Not available
for retirement
accounts or
shares held
in certificate
form.
- --------------------------------------------------------------------------------
In Person During normal business hours, bring your written request to:
Westcore Trust, 370 Seventeenth Street, Suite 2700, Denver,
CO 80202.
- --------------------------------------------------------------------------------
By Mail Send a written request to Westcore Trust, P.O. Box 8319, Boston,
MA 02266-8319. Submit any share certificates being redeemed,
endorsed for transfer.
Your written request must:
- be signed by each account owner; a signature guarantee is
required for any redemption over $10,000 or any redemption
being mailed to any address or payee other than that which
is on record;
- state the number or dollar amount of shares to be redeemed;
- include your account number and tax identification number.
- --------------------------------------------------------------------------------
By Wire Call 1-800-392-CORE (2673) or write Westcore Trust,
(Available P.O. Box 8319, Boston, MA 02266-8319.
only if you
checked the You will need to provide: account name and number, name of
appropriate Westcore MIDCO Growth Fund; and amount of redemption ($1,000
box on the minimum per transaction if made by telephone).
Account
Application.) If you have already opened your account and would like to have
the wire redemption feature, send a written request to Westcore
Trust, P.O. Box 8319, Boston, MA 02266-8319. The request must be
signed (and signatures guaranteed) by each account owner.
By Systematic Request quarterly or monthly withdrawals in any multiple of $50.
Withdrawal Call 1-800-392-CORE (2673) for more information or a form.
Participation requires a minimum of $10,000 in the Fund in order
to initiate this Plan.
- --------------------------------------------------------------------------------
16
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Price of Fund Shares
- --------------------------------------------------------------------------------
All purchases, redemptions and exchanges will be processed at the net asset
value ("NAV") next calculated after your request and payment is received in
proper form. The Fund's NAV is determined by the Administrators as of the close
of regular trading on the New York Stock Exchange (the "NYSE"), currently 4:00
p.m. (Eastern time), on each day that the NYSE is open. In order to receive a
day's price, your order must be received by the close of regular trading on the
NYSE on that day. If not, your request will be processed at the Fund's NAV at
the close of regular trading on the next day. To be in proper form, your order
must include your account number and must state the Fund shares you wish to
purchase, redeem or exchange.
In the case of participants in certain employee benefit plans, purchase orders
will be processed at the NAV next determined after the Service Organization
acting on their behalf receives the purchase order.
The Fund's NAV is calculated by dividing the total value of its investments and
other assets, less liabilities, by the total number of shares outstanding. The
Fund's investments are valued at market value or, where market quotations are
not readily available, at fair value as determined in good faith by or under the
direction of the Board of Trustees. Debt securities with maturities of 60 days
or less are valued at amortized cost, which generally equals market value.
Accounts Opened Through A Service Organization
- --------------------------------------------------------------------------------
You may purchase or sell Fund shares through an account you have with Denver
Investment Advisors, any qualified broker/dealer, any bank or any other
institution (your "Service Organization"). Your Service Organization may charge
transaction fees on the purchase and/or sale of Fund shares and may require
different minimum initial and subsequent investments than Westcore. Service
Organizations may also impose charges, restrictions or cut-off times different
from those applicable to shareholders who invest in Westcore directly.
A Service Organization may receive fees from the Trust or Denver Investment
Advisors for providing services to the Trust or its shareholders. Such services
may include, but are not limited to, shareholder assistance and communication,
transaction processing and settlement, account set-up and maintenance, tax
reporting and accounting. In certain cases, a Service Organization may elect to
credit against the fees payable by its customers all or a portion of the fees
received from the Trust or Denver Investment Advisors with respect to their
customers' assets invested in the Trust. The Service Organization, rather than
you, may be the shareholder of record of your Fund shares. Westcore is not
responsible for the failure of any Service Organization to carry out its
obligations to its customers.
General Account Policies
- --------------------------------------------------------------------------------
If your account balance falls below $750 as a result of redemption and you do
not increase the amount to at least $750 within 60 days after notice, your
account may be closed and the proceeds sent to you.
You may choose to initiate certain transactions by telephone. The Trust and its
agents will not be responsible for any losses resulting from unauthorized
transactions when procedures designed to verify the identity of the caller are
followed. It may be difficult to reach the Fund by telephone during periods of
unusual market activity. If this happens, you may redeem your shares by mail as
described above.
- --------------------------------------------------------------------------------
17
<PAGE>
[LOGO] WESTCORE FUNDS Other Information
- --------------------------------------------------------------------------------
The Trust or your Service Organization will send you a statement of your account
quarterly and a confirmation after every transaction that affects your share
balance or your account registration. A statement with tax information will be
mailed to you by January 31 of each year and filed with the Internal Revenue
Service. At least twice a year, you will receive financial statements in the
form of Annual and Semi-Annual Reports of the Fund.
Duplicate mailings of Fund materials to shareholders who reside at the same
address may be eliminated.
The Fund will issue share certificates upon written request only.
- --------------------------------------------------------------------------------
Other Information
- --------------------------------------------------------------------------------
Distributions And Taxes
- --------------------------------------------------------------------------------
The Fund's income from dividends and interest and any net realized short-term
capital gains are paid to shareholders as income dividends. The Fund realizes
capital gains whenever it sells securities for a higher price than it paid for
them. Net realized long-term gains are paid to shareholders as capital gain
dividends. A dividend will reduce the net asset value of a Fund share by the
amount of the dividend.
Distribution Schedule
- --------------------------------------------------------------------------------
When you open an account, you must specify on your Account Application whether
you want to receive your distributions in cash or reinvest them in the
distributing Fund or another Fund. You may change your distribution option at
any time by writing or calling 1-800-392-CORE (2673). The Fund distributes
income dividends and capital gain distribution in December only.
Taxes
- --------------------------------------------------------------------------------
As with any investment, you should consider the tax implications of an
investment in the Fund. The following briefly summarizes some of the important
tax considerations generally affecting the Fund and its shareholders. You should
consult your tax adviser with specific reference to your own tax situation,
including the applicability of any state and local taxes. You will be advised at
least annually regarding the federal tax treatment of dividends paid to you.
Dividends paid by the Fund will be subject to federal income tax, whether they
were paid in cash or reinvested in additional shares. Federal income taxes for
dividends paid to an IRA or other qualified retirement plan are generally
deferred. Income dividends will qualify for the dividends received deduction for
corporations to the extent of the total qualifying dividends received by the
distributing Fund from domestic corporations for the year.
Any capital gain dividend paid by the Fund will be taxable as a long-term
capital gain, no matter how long you have held the Fund's shares.
- --------------------------------------------------------------------------------
18
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
Taxes (Continued)
- --------------------------------------------------------------------------------
Any dividends declared by the Fund in October, November or December and
payable to shareholders of record during those months will be deemed to have
been paid by the Fund and received by shareholders on December 31 of the same
year even if the amounts are actually paid in January of the following year.
If you purchase Fund shares before the record date of a dividend, the entire
amount of the dividend, although in effect a return of capital, will be subject
to federal income taxes.
You may realize a taxable gain or loss when you redeem, transfer or exchange
shares of the Fund. If you hold shares for six months or less, and during that
time you receive a capital gain dividend, any loss you realize on the sale of
those shares will be treated as a long-term capital loss to the extent of the
earlier distribution.
Because the Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (the "Code"), the Fund generally will not be required
to pay federal income taxes on its income and capital gains.
- --------------------------------------------------------------------------------
Performance Reporting
- --------------------------------------------------------------------------------
This section will help you understand various terms that are commonly used to
describe the Fund's performance. You may see references to these terms in
newsletters, advertisements and in media articles. Newsletters, advertisements
and other publications may include comparisons of the Fund's performance to the
performance of various indices and investments for which reliable performance
data are available and to averages, performance rankings or other information
compiled by recognized mutual fund statistical services.
Aggregate total return - reflects income and capital appreciation/depreciation
and establishes a total percentage change in the value of an investment in the
Fund over a specified measuring period.
Average annual total return - represents the average annual percentage change in
the value of an investment in the Fund over a specified measuring period. It is
calculated by taking the aggregate total return for the measuring period and
determining what constant annual return would have produced the same aggregate
return. Average annual returns for more than one year tend to smooth out
variations in the Fund's return and are not the same as actual annual results.
Both methods of calculating total return assume that you have reinvested
dividends made by the Fund during the period in Fund shares.
Any fees charged by your Service Organization directly to your account in
connection with an investment in the Fund will not be included in the Fund's
calculations of total return.
Performance quotations of the Fund represent its past performance, and you
should not consider them representative of future results. The investment return
and principal value of an investment in the Fund will fluctuate so that your
shares, when redeemed, may be worth more or less than their original cost. Since
performance will fluctuate, you cannot necessarily compare an investment in Fund
shares with bank deposits, savings accounts and similar investment alternatives
which often provide an agreed or guaranteed fixed yield for a stated period of
time.
- --------------------------------------------------------------------------------
19
<PAGE>
[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Management Of Fund
- --------------------------------------------------------------------------------
Board of Trustees
- --------------------------------------------------------------------------------
The business and affairs of the Fund are managed under the direction of the
Trust's Board of Trustees. The Statement of Additional Information contains
information about the Board of Trustees.
Investment Adviser
- --------------------------------------------------------------------------------
Denver Investment Advisors serves as the investment adviser to the Fund. The
Investment Adviser has its principal offices at 1225 17th Street, 26th Floor,
Denver, Colorado 80202. As of September 1, 1996, Denver Investment Advisors had
approximately $9.7 billion in assets under active management. In addition to the
Trust, Denver Investment Advisors also advises or sub-advises two other
investment company portfolios, the Blue Chip Value Fund, Inc. and the
PaineWebber Managed Assets Trust-PaineWebber Capital Appreciation Fund.
Subject to the overall authority of the Trust's Board of Trustees, Denver
Investment Advisors has agreed to provide a continuous investment program for
the Fund, including investment research and management. These management
responsibilities include, among other things, furnishing economic and
statistical information as requested by the Trust's trustees and officers. The
Investment Adviser makes investment decisions for the Fund and places orders for
all purchases and sales of the Fund's portfolio securities.
- --------------------------------------------------------------------------------
Portfolio Manager
- --------------------------------------------------------------------------------
Todger Anderson, CFA, President of Denver Investment Advisors, has been
primarily responsible for the day-to-day management of the Westcore MIDCO Growth
Fund since its inception. Mr. Anderson has been a portfolio manager with Denver
Investment Advisors and its predecessor, Denver Investment Advisors, Inc., since
1975. He received his B.A. from Colby College and his M.B.A. from the University
of Denver.
[PHOTO]
Todger Anderson, CFA,
Porfolio Manager, Westcore MIDCO Growth Fund
- --------------------------------------------------------------------------------
20
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
Breakdown of Management Expenses and Expense Limits
- --------------------------------------------------------------------------------
The Fund pays the Investment Adviser an advisory fee under the advisory
agreement. The fees are set forth below and are expressed as an annual
percentage of the Fund's average daily net assets:
- --------------------------------------------------------------------------------
Contractual Effective Advisory Fees for the
Fee Schedule Advisory Fees Year Ended May 31, 1996
- --------------------------------------------------------------------------------
Westcore MIDCO Growth Fund .65% .65%
- --------------------------------------------------------------------------------
The Investment Adviser may from time to time voluntarily waive all or any
portion of these fees and reimburse expenses of the Fund; however, it may modify
or discontinue this practice at any time.
Co-Administrators
- --------------------------------------------------------------------------------
ALPS and Denver Investment Advisors serve as co-administrators to the Fund (the
"Administrators"). As Administrators, they have agreed to: assist in maintaining
the Fund's office; furnish the Fund with clerical and certain other services
required by them; compile data for and prepare notices and semi-annual reports
to the SEC; prepare filings with state securities commissions; coordinate
federal and state tax returns; monitor the Fund's expense accruals; monitor
compliance with the Fund's investment policies and limitations; and generally
assist in the Fund's operations. The Administrators are entitled to receive a
fee from the Fund for administrative services, computed daily and payable
monthly, at the aggregate annual rate of .30% of the Fund's average daily net
assets. The Administrators may voluntarily waive all or any portion of their
administration fees from time to time.
Pursuant to a separate agreement, ALPS has agreed to maintain the financial
accounts and records of the Fund and to compute the net asset value and certain
other financial information relating to the Fund.
The Trust has agreed to reimburse Denver Investment Advisors for costs incurred
by Denver Investment Advisors for providing recordkeeping and sub-accounting
services to persons who beneficially own shares of the Fund through omnibus
accounts ("Beneficial Shares"). The amount reimbursed with respect to the Fund
will not exceed the lesser of the costs actually borne by Denver Investment
Advisors or the effective rate for transfer agency services borne by the Fund
without taking into account such Beneficial Shares and applying such rate to
such Beneficial Shares. The Administrators are also authorized to make payments
from their administrative fees or other sources to persons for providing
services to the Fund or its shareholders.
- --------------------------------------------------------------------------------
21
<PAGE>
[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------
Transfer Agent
- --------------------------------------------------------------------------------
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02015,
provides the Funds with transfer agency services in return for compensation.
Other Information Concerning the Trust and its Shares
- --------------------------------------------------------------------------------
Westcore Trust was originally organized as a Maryland corporation on January 11,
1982. It was reorganized as a Massachusetts business trust on December 10, 1985.
The Trust's Amended and Restated Declaration of Trust authorizes the Board of
Trustees to classify or reclassify any unissued shares of the Trust into one or
more classes of shares. Pursuant to such authority, the Board has authorized the
issuance of an unlimited number of shares representing interests in the Fund.
No other classes or series of shares are currently offered.
Shareholder Meetings
- --------------------------------------------------------------------------------
Westcore Trust does not presently intend to hold meetings of shareholders except
as required by the 1940 Act or other applicable law. Under the 1940 Act, the
Board of Trustees is required to call a meeting of shareholders for the purpose
of voting upon the removal of any trustee or trustees when requested in writing
to do so by the record holders of at least 10% of the outstanding shares. If a
shareholders meeting is held, you will be entitled to one vote for each full
share you hold and proportionate fractional votes for fractional shares you
hold. It is contemplated that the shareholders of the Fund will vote separately
on matters pertaining to its investment advisory agreement and any changes in
its fundamental investment limitations.
As of August 29, 1996, Wells Fargo Bank and its affiliated banks possessed, on
behalf of their underlying customer accounts, voting or investment power with
respect to a majority of all of the outstanding shares of Westcore Trust and,
therefore, under the 1940 Act, may be deemed to be a controlling person of the
Trust.
Inquires
- --------------------------------------------------------------------------------
Please write or call Westcore Trust at the address or telephone number listed on
the back cover of this Prospectus with any inquiries you may have regarding the
Fund.
- --------------------------------------------------------------------------------
22
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Supplemental Information
- --------------------------------------------------------------------------------
Information On Investment Policies And Additional Risk Factors
- --------------------------------------------------------------------------------
Denver Investment Advisors uses a range of different investments and investment
techniques in seeking to achieve the Fund's investment objective.
U.S. Government Obligations
- --------------------------------------------------------------------------------
The Fund may invest in obligations issued or guaranteed by the U.S. government,
its agencies or instrumentalities. Direct obligations of the U.S. government
such as Treasury bills, notes and bonds are supported by its full faith and
credit. Indirect obligations issued by federal agencies and government-sponsored
entities generally are not backed by the full faith and credit of the U.S.
Treasury. Some of these indirect obligations may be supported by the right of
the issuer to borrow from the Treasury; others are supported by the
discretionary authority of the U.S. government to purchase the agency's
obligations; still others are supported only by the credit of the
instrumentality.
Money Market Instruments
- --------------------------------------------------------------------------------
The Fund may invest from time to time in money market instruments such as bank
obligations, commercial paper and corporate bonds with remaining maturities of
13 months or less. Bank obligations include bankers' acceptances, certain
negotiable certificates of deposit and time deposits such as U.S. dollar-
denominated instruments issued or supported by the credit of U.S. or foreign
banks. Commercial paper is a short-term debt obligation with a maturity ranging
from 1 to 270 days issued by banks, corporations and other borrowers.
Repurchase Agreements and Reverse Repurchase Agreements
- --------------------------------------------------------------------------------
In a repurchase agreement, the Fund agrees to purchase portfolio securities
subject to the seller's agreement to repurchase them at a mutually agreed upon
date and price. Repurchase agreements involve the risk that the seller will fail
to repurchase the securities, as agreed. In that event, the Fund will bear the
risk of possible loss due to adverse market action or delays in liquidating the
underlying obligations. Repurchase agreements are considered to be loans under
the 1940 Act. The Fund may borrow money for temporary purposes by entering into
reverse repurchase agreements. Under these agreements, the Fund sells portfolio
securities to financial institutions and agrees to buy them back later at an
agreed upon time and price. Reverse repurchase agreements involve the risk of
counterparty default and possible loss of collateral held by the counterparty.
Lower-Rated Securities
- --------------------------------------------------------------------------------
Investments in issuers of securities rated below investment grade (commonly
known as "junk bonds") are considered to be more speculative than securities
rated investment grade and higher. There are particular risks associated with
these securities, including: (a) the relative youth and growth of the market;
(b) their greater sensitivity to interest rate and economic changes which could
negatively affect their value and the ability of issuers to make principal and
interest payments; (c) the relatively low trading market liquidity for the
securities which may adversely affect the price at which they could be sold; (d)
a greater risk of default or price changes due to changes in the issuer's
creditworthiness; and (e) the adverse impact that legislation restricting lower-
rated securities may have on their market.
- --------------------------------------------------------------------------------
23
<PAGE>
[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------
Securities Lending
- --------------------------------------------------------------------------------
The Fund may lend its portfolio securities to institutional investors as a means
of earning additional income. Securities loans present risks of delay in
receiving collateral or in recovering the securities loaned or even a loss of
rights in the collateral if the borrower of the securities fails financially. A
loan will not be made if, as a result, the total amount of the Fund's
outstanding loans exceeds 30% of its total assets.
Restricted Securities
- --------------------------------------------------------------------------------
The Fund will not knowingly invest more than 15% of the value of its net assets
in securities that are illiquid. Illiquid securities include repurchase
agreements, securities loans and time deposits that are not terminable within 7
days and certain securities that are not registered under the securities laws.
Pursuant to guidelines adopted by the Board of Trustees, the Investment Adviser
may determine that certain securities that are not registered under the
Securities Act of 1933 are not illiquid and therefore are not subject to this
15% limitation. However, there can be no assurance that a liquid market will
exist for any security at a particular time.
In addition, the purchase of such securities could have the effect of increasing
the level of illiquidity of the Fund during periods that qualified institutional
buyers become uninterested in purchasing these restricted securities.
Convertible Securities
- --------------------------------------------------------------------------------
The Fund may invest in convertible securities, including bonds and preferred
stocks, that may be converted into common stock at a specified price or
conversion ratio. The Fund uses the same research intensive approach and
valuation techniques for selecting convertible securities as are used for the
selection of common stocks.
The value of a convertible security is influenced by both interest rates and the
value of the underlying common stock. Investments in convertible securities,
including in particular those with lower ratings, involve the risk that the
securities, when converted, may be worth less than the prestated price.
Options and Futures
- --------------------------------------------------------------------------------
The Fund may buy put options and call options and write covered call and secured
put options on securities and securities indices. A put option gives the buyer
the right to sell, and the writer the obligation to buy, the underlying security
at the stated exercise price at any time prior to the expiration date of the
option. Writing a secured put option means that the Fund maintains in a
segregated account with its custodian cash or U.S. Governmental securities in an
amount not less than the exercise price of the option at all times during the
option period. A call option gives the buyer the right to buy the underlying
security at the stated exercise price at any time prior to the expiration of the
option. Writing a covered call option means that the Fund owns or has the right
to acquire the underlying security subject to call at the stated exercise price
at all times during the option period. Options involving securities indices
provide the holder with the right to make or receive a cash settlement upon
exercise of the option based on movements in the index. Options purchased by the
Fund will not exceed 5%, and options written by the Fund will not exceed 25%, of
its net assets. All options will be listed on a national securities exchange and
issued by the Options Clearing Corporation.
- --------------------------------------------------------------------------------
24
<PAGE>
Westcore MIDCO Growth Fund Prospectus
- --------------------------------------------------------------------------------
The Fund may also invest to a limited extent in futures contracts and options on
futures contracts in order to reduce its exposure to movements of security
prices pending investment, for hedging purposes or to maintain liquidity.
Futures contracts obligate the Fund, at maturity, to take or make delivery of
certain securities or the cash value of a contract or securities index. The Fund
may also purchase and sell call and put options on futures contracts traded on
an exchange or board of trade.
In accordance with regulations of the Commodity Futures Trading Commission, the
Fund's commodities transactions must constitute bona fide hedging or other
permissible transactions. In addition, the Fund may not engage in commodities
transactions if the sum of the amount of initial margin deposits and premiums
paid for related options, other than for bona fide hedging transactions, would
exceed 5% of its assets (after certain adjustments). In connection with a
position in a futures contract or related option, the Fund will create a
segregated account of liquid, high-grade assets or will otherwise cover its
position in accordance with SEC requirements.
Options trading and futures transactions are highly specialized activities and
carry greater than ordinary investment risks. The primary risks associated with
the use of options and futures contracts are: (1) options and futures may fail
as hedging techniques where the price movements of the securities underlying
them do not follow the price movements of the portfolio securities subject to
the hedge; (2) the Fund will likely be unable to control losses by closing its
position in these investments where a liquid secondary market does not exist;
(3) losses from investing in futures transactions due to unanticipated market
movements are potentially unlimited; and (4) gains and losses on investments in
options and futures depend on the Investment Adviser's ability to predict
correctly the direction of securities prices, interest rates and other economic
factors.
Foreign Currency Exchange Transactions
- --------------------------------------------------------------------------------
Because the Fund may buy and sell securities and receive amounts denominated in
currencies other than the U.S. dollar, it may enter into currency exchange
transactions from time to time. The Fund will purchase foreign currencies on a
"spot" or cash basis at the prevailing rate in the foreign currency exchange
market or enter into forward foreign currency exchange contracts. Under these
contracts the Fund would agree with a financial institution to purchase or sell
a stated amount of a foreign currency at a specified price, with delivery to
take place at a specified date in the future. Because there is a risk of loss to
the Fund if the other party does not complete the transaction, these contracts
will be entered into only with parties approved by the Fund's Board of Trustees.
The Fund may maintain "short" positions in forward foreign currency exchange
transactions whereby the Fund would agree to exchange currency that it did not
own for another currency at a future date and at a specified price. This would
be done in anticipation of a decline in the value of the currency sold short
relative to the other currency and not for speculative purposes. In order to
ensure that the short position is not used to achieve leverage with respect to
the Fund's investments, the Fund would establish with its custodian a segregated
account consisting of cash or certain liquid high-grade debt securities equal in
value to the market value of the currency involved.
- --------------------------------------------------------------------------------
25
<PAGE>
[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------
When-Issued Purchases and Forward Commitments
- --------------------------------------------------------------------------------
The Fund may purchase or sell securities on a "when-issued" or "forward
commitment" basis which involves a commitment by the Fund to purchase or sell
particular securities with payment and delivery taking place at a future date.
These transactions permit the Fund to lock-in a price or yield on a security it
owns or intends to purchase, regardless of future changes in interest rates. The
Fund would bear the risk, however, that the price or yield obtained in a
transaction may be less favorable than the price or yield available in the
market when the delivery occurs. Because the Fund is required to set aside cash
or liquid high-grade debt obligations in a segregated account to satisfy these
purchase commitments, its liquidity and ability to manage its portfolio might be
affected during periods in which its commitments exceed 25% of the value of its
assets. The Fund does not intend to engage in when-issued purchases and forward
commitments for speculative purposes.
Securities Issued by Other Investment Companies
- --------------------------------------------------------------------------------
The Fund may invest in securities issued by other investment companies subject
to the requirements of applicable securities laws. When the Fund invests in
another investment company, it pays a pro rata portion of the advisory and other
expenses of that company as a shareholder of that company. These expenses would
be in addition to the Fund's own expenses.
Foreign Securities
- --------------------------------------------------------------------------------
There are risks and costs involved in investing in securities of foreign issuers
(including foreign governments), which are in addition to the usual risks
inherent in U.S. investments. Investments in foreign securities may involve
higher costs than investments in U.S. securities, including higher transaction
costs as well as the imposition of additional taxes by foreign governments.
Foreign investments may involve further risks associated with the level of
currency exchange rates, less complete financial information about the issuer,
less market liquidity and political instability. Future political and economic
developments, the possible imposition of withholding taxes on interest income,
the possible seizure or nationalization of foreign holdings, the possible
establishment of exchange controls or the adoption of other governmental
restrictions might adversely affect the payment of principal and interest on
foreign obligations. Moreover, foreign banks and foreign branches of domestic
banks may be subject to less stringent reserve requirements and to different
accounting, auditing and recordkeeping requirements.
Investments in foreign securities may be in the form of American Depository
Receipts ("ADRs"), European Depository Receipts ("EDRs") and similar securities.
These securities may not be denominated in the same currency as the securities
they represent. ADRs are receipts typically issued by a United States bank or
trust company, and EDRs are receipts issued by a European financial institution
evidencing ownership of the underlying foreign securities.
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Westcore MIDCO Growth Fund Prospectus
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Portfolio Turnover
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The Fund may sell a portfolio investment soon after it is purchased if the
Investment Adviser believes that a sale is consistent with the Fund's investment
objective. A high rate of portfolio turnover involves correspondingly greater
brokerage commission expenses, tax consequences (including the possible
realization of additional taxable capital gains and income) and other
transaction costs, which must be borne directly by the Fund involved and
ultimately by its shareholders.
Risk Factors Associated with Derivative Instruments
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The Fund may purchase certain "derivative" instruments as described above under
various headings. Derivative instruments are instruments that derive value from
the performance of underlying assets, interest or currency exchange rates, or
indices, and include, but are not limited to, futures contracts, options,
forward currency contracts and structured debt obligations.
Derivative instruments present, to varying degrees, market risk that the
performance of the underlying assets, exchange rates or indices will decline;
credit risk that the dealer or other counterparty to the transaction will fail
to pay its obligations; volatility and leveraging risk that, if interest or
exchange rates change adversely, the value of the derivative instrument will
decline more rapidly than the assets, rates or indices on which it is based;
liquidity risk that the Fund will be unable to sell a derivative instrument when
it wants because of lack of market depth or market disruption; pricing risk that
the value of a derivative instrument (such as an option) will not correlate
exactly to the value of the underlying assets, rates or indices on which it is
based or may be difficult to determine because of a lack of reliable objective
information and an established secondary market; and operations risk that loss
will occur as a result of inadequate systems and controls, human error or
otherwise. Many of these instruments are proprietary products that have been
recently developed by investment banking firms and it is uncertain how they will
perform under different economic and interest rate scenarios.
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27
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[LOGO] WESTCORE FUNDS
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Westcore MIDCO Growth Fund Prospectus
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Questions? Call 1-800-392-CORE (2673) 29
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[LOGO] WESTCORE FUNDS
370 17th Street
Suite 2700
Denver, CO 80202
1-800-392-CORE (2673)
www.westcore.com
Funds distributed by ALPS Mutual Funds Services, Inc., member NASD.
