WESTCORE TRUST, 497, 1997-08-15

WESTCORE TRUST
497, 1997-08-15

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[LOGO] WESTCORE FUNDS Equity & Bond Funds Prospectus
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[PICTURE OF MOUNTAINS]

WESTCORE EQUITY FUNDS WESTCORE BOND FUNDS
WESTCORE MIDCO GROWTH FUND WESTCORE LONG-TERM BOND FUND
WESTCORE BLUE CHIP FUND WESTCORE INTERMEDIATE-TERM BOND FUND
WESTCORE GROWTH AND INCOME FUND WESTCORE COLORADO TAX-EXEMPT FUND
WESTCORE SMALL-CAP OPPORTUNITY FUND
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WESTCORE FUNDS ARE MANAGED BY DENVER INVESTMENT ADVISORS LLC.

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[LOGO] WESTCORE FUNDS
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OCTOBER 1, 1996

[PICTURE OF MOUNTAINS]
WESTCORE
FUNDS

EQUITY AND BOND FUNDS PROSPECTUS

This Prospectus describes seven mutual funds (the "Funds") offered by Westcore
Trust ("Westcore" or the "Trust") including four equity funds, two taxable
bond funds and one tax-exempt bond fund, each with a different investment
objective. All Westcore Funds are no-load investments. This permits you to
purchase and sell shares of a 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.

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 each 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 below. 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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East Beckwith Mountain (12,432-foot), West Elk Mountains, Colorado
Photographer: Eric Wunrow

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Equity & Bond Funds Prospectus
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W e s t c o r e F u n d s

EQUITY & BOND FUNDS PROSPECTUS

Denver Investment Advisors LLC ("Denver Investment Advisors" or the "Investment
Advisor") serves as investment adviser to each 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 Westcore Funds' distributor.

[PICTURE OF MOUNTAINS]

Table of Contents
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PAGES

Fund Information
Fund Highlights. . . . . . . . . . . . . . . . 2
Expense Information. . . . . . . . . . . . . . 3
Financial Highlights . . . . . . . . . . . . . 4
Fund Specifics . . . . . . . . . . . . . . . . 11
Investment Objectives and Policies . . . . . . 11
Westcore Equity Funds. . . . . . . . . . . . 11
Westcore Bond Funds. . . . . . . . . . . . . 13
Fundamental Investment Limitations . . . . . . 17

How to Invest
How to Open and Add to
Your Account . . . . . . . . . . . . . . . . 18
Minimum Investments. . . . . . . . . . . . . . 19
How to Exchange Fund Shares. . . . . . . . . . 19
How to Redeem Fund Shares. . . . . . . . . . . 20
Price of Fund Shares . . . . . . . . . . . . . 21
Accounts Opened Through
a Service Organization . . . . . . . . . . . 21
General Account Policies . . . . . . . . . . . 21

Other Information
Distributions and Taxes. . . . . . . . . . . . 22
Performance Reporting. . . . . . . . . . . . . 24
Management of the Funds. . . . . . . . . . . . 25
Inquiries. . . . . . . . . . . . . . . . . . . 27

Supplemental Information
Information on Investment Policies
and Additional Risk Factors. . . . . . . . . 28

Appendix
Rating Categories. . . . . . . . . . . . . . . 33

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370 Seventeenth Street - Suite 2700 - Denver, Colorado 80202 -
1-800-392-CORE (2673) 1

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[LOGO] WESTCORE FUNDS Fund Information
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FUND
HIGHLIGHTS

[PICTURE OF MOUNTAINS]

This section provides you with a brief overview of the Westcore Funds and
summarizes each Fund's investment objectives. A detailed discussion of their
investment objectives, policies and risks begins on page 11 and complete
information on how to purchase, exchange and redeem Fund shares begins on
page 18.

Westcore Equity Funds

Westcore MIDCO Growth Fund seeks to maximize long-term capital appreciation by
investing primarily in medium-sized growth companies.

Westcore Blue Chip Fund seeks to maximize long-term total return by investing in
stocks of large companies headquartered in the United States.

Westcore Growth and Income Fund seeks to maximize long-term total return by
investing in equity securities selected for their growth potential and income-
producing abilities.

Westcore Small-Cap Opportunity Fund seeks to maximize long-term capital
appreciation primarily through investments in domestic and foreign equity
securities of small-capitalization companies.

Westcore Bond Funds

Westcore Long-Term Bond Fund seeks to maximize long-term total rate of return by
investing primarily in investment grade bonds. The Fund expects to have an
average dollar-weighted maturity of at least 10 years.

Westcore Intermediate-Term Bond Fund seeks current income with less volatility
of principal by investing primarily in investment grade bonds. The Fund expects
to have an average dollar-weighted maturity of between 3 and 6 years.

Westcore Colorado Tax-Exempt Fund seeks to provide income exempt from both
federal and Colorado state personal income taxes by emphasizing insured Colorado
municipal bonds with intermediate maturities.

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Westcore Funds Spectrum

The spectrum below shows Denver Investment Advisors' current assessment of the
potential risk of the Westcore Funds relative to one another. The spectrum is
not indicative of the future volatility or performance of the Funds and should
not be used to compare the Funds to other mutual funds or types of investments.

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Fund Conservative Moderate Aggressive
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Westcore MIDCO Growth Fund X
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Westcore Blue Chip Fund X
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Westcore Growth and Income Fund X
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Westcore Small-Cap Opportunity Fund X
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Westcore Long-Term Bond Fund X
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Westcore Intermediate-Term Bond Fund X
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Westcore Colorado Tax-Exempt Fund X
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2

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Expense Information Equity & Bond Funds Prospectus
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[PICTURE OF MOUNTAINS]

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.

The tables and example below show you the various costs and expenses you
will bear directly or indirectly as an investor in the Westcore Funds.
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when buying, exchanging or
selling shares of a Westcore Fund. The no-load Westcore Funds do 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 a Fund's assets and include fees for
portfolio management, maintenance of shareholder accounts, general Fund
administration, shareholder servicing, accounting and other services.

The fee waivers and expense reimbursements reflected in the table are
voluntary and may be modified or terminated at any time without the Funds'
consent.

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 below.

For more complete descriptions of shareholder transaction expenses and the
Funds' operating expenses, see "How to Invest" and "Management of the Funds" in
this Prospectus and the financial statements and related notes included in the
Statement of Additional Information.

<TABLE>
<CAPTION>
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Westcore Westcore Westcore Westcore Westcore Westcore Westcore
MIDCO Blue Growth and Small-Cap Long-Term Intermediate- Colorado
Growth Chip Income Opportunity Bond Term Bond Tax-Exempt
Fund Fund Fund Fund Fund Fund Fund
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<S> <C> <C> <C> <C> <C> <C> <C>
Shareholder
Transaction Expenses None None None None None None None
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<CAPTION>
Annual Operating Expenses (as a percentage of average net assets)
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Management Fees 0.65% 0.65% 0.65% 1.00% 0.45% 0.45% 0.00%(2)
12b-1 Fees None None None None None None None
All Other Expenses 0.50% 0.50%(1) 0.50%(1) 0.30%(1) 0.50%(1) 0.40%(1) 0.50%(1)
Total Operating Expenses
(after fee waivers and
expense reimbursements) 1.15% 1.15%(1) 1.15%(1) 1.30%(1) 0.95%(1) 0.85%(1) 0.50%(1)
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<CAPTION>
Example: Assume you invest $1,000, the annual return on each Fund is 5%, and each 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 Funds:
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One Year $12 $12 $12 $13 $10 $9 $5
Three Years 37 37 37 41 30 27 16
Five Years 64 64 64 72 53 47 28
Ten Years 140 140 140 158 117 105 63
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(1) THE ADMINISTRATORS AND THE INVESTMENT ADVISER WITH RESPECT TO THE COLORADO TAX-EXEMPT FUND HAVE ADVISED THE TRUST THAT THEY
CURRENTLY INTEND TO WAIVE FEES OR REIMBURSE EXPENSES WITH RESPECT TO EACH OF THE FUNDS SO THAT THE TOTAL OPERATING EXPENSES
OF THE MIDCO GROWTH, BLUE CHIP, GROWTH AND INCOME, SMALL-CAP OPPORTUNITY, LONG-TERM BOND, INTERMEDIATE-TERM BOND AND COLORADO
TAX-EXEMPT FUNDS WILL NOT EXCEED 1.15%, 1.15%, 1.15%, 1.30%, 0.95%, 0.85%, AND 0.50%, RESPECTIVELY. WITHOUT SUCH FEE WAIVERS
AND EXPENSE REIMBURSEMENTS, THE TOTAL OPERATING EXPENSES OF THE BLUE CHIP, GROWTH AND INCOME, SMALL-CAP OPPORTUNITY, LONG-
TERM BOND, INTERMEDIATE-TERM BOND AND COLORADO TAX-EXEMPT FUNDS WOULD BE 1.20%, 1.50%, 1.75%, 1.10%, 0.95% AND 1.20%,
RESPECTIVELY.
(2) WITHOUT ADVISORY FEE WAIVERS, THE ADVISORY FEE FOR THE COLORADO TAX-EXEMPT FUND WOULD BE 0.50% OF THE FUND'S AVERAGE DAILY
NET ASSETS.
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Questions? Call 1-800-392-CORE (2673) 3
</TABLE>

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[LOGO] WESTCORE FUNDS Fiancial Highlights
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The tables below provide supplementary information to each Fund's financial
statements contained in the Statement of Additional Information and set forth
certain information concerning the historic investment results of Fund shares.
The financial highlights are based on the financial statements of each Fund,
which have been audited by Deloitte & Touche LLP, the Trust's independent
auditors, except that the information in the Financial Highlights of the
Westcore MIDCO Growth Fund (except for total return) for the period ended May
31, 1987, was audited by other auditors. You should read the tables together
with the financial statements and related notes included in the Statement of
Additional Information. Further information about the performance of the Funds
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 the Westcore Trust at 1-800-392-CORE (2673).

<TABLE>
<CAPTION>
Westcore MIDCO Growth Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
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For the Year Ended May 31,
------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989
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<S> <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
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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
Net realized and unrealized gain
(loss) on investments 6.58 1.56 1.34 2.48 1.84 3.16 1.32 2.52
Total income (loss) from investment
operations 6.50 1.56 1.34 2.52 1.90 3.23 1.56 2.71
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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)
Distributions from net realized
gain on investments (0.72) (0.53) (1.03) (1.11) (1.20) (0.72) (1.93) (0.25)
Return of capital 0.00 0.00 (0.01) 0.00 0.00 0.00 0.00 0.00
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)
Net asset value-end of period $22.90 $17.12 $16.09 $15.79 $14.38 $14.00 $11.57 $12.18
Total return 38.62% 10.05% 8.37% 18.04% 14.09% 30.44% 15.33% 28.46%
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Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------
Net assets, end of period
(000 omitted) $656,490 $401,760 $335,453 $231,595 $180,681 $131,420 $85,209 $81,948
Ratio of expenses to average
net assets 1.08% 0.94% 0.84% 0.83% 0.80% 0.78% 0.83% 0.80%
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%
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%
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%
Portfolio turnover rate(2) 62.83% 50.19% 52.05% 56.23% 48.17% 75.43% 86.62% 74.03%
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----------------------

1988 1987(1)
----------------------
<S> <C> <C>
Net asset value-beginning of
period $12.20 $10.00
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Income From Investment Operations
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Net investment income (loss) 0.03 0.20
Net realized and unrealized gain
(loss) on investments (1.47) 2.00
Total income (loss) from investment
operations (1.44) 2.20
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Dividends and Distributions to Shareholders
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Dividends from net investment
income (0.28) 0.00
Distributions from net realized
gain on investments (0.66) 0.00
Return of capital 0.00 0.00
Total dividends, distributions and
return of capital to shareholders (0.94) 0.00
Net asset value-end of period $9.82 $12.20
Total return (13.09%) 26.53%(3)(4)
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Ratios/Supplemental Data:
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Net assets, end of period
(000 omitted) $557 $439
Ratio of expenses to average
net assets 1.33% 0.00%(3)
Ratio of net investment income
(loss) to average net assets 0.02% 2.52%(3)
Ratio of expenses to average
net assets without fee waivers 2.20% 2.20%(3)
Ratio of net investment income
(loss) to average net assets
without fee waivers (0.85%) 0.32%(3)
Portfolio turnover rate(2) 91.57% 54.03%(3)
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(1) COMMENCEMENT OF OPERATIONS WAS ON AUGUST 1, 1986.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF INVESTMENT
SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $387,990,462 AND $324,571,405, RESPECTIVELY.

(3) ANNUALIZED. (4) UNAUDITED.
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4
</TABLE>

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Equity & Bond Funds Prospectus
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Westcore Blue Chip Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
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(Formerly the Westcore Modern Value Equity Fund) For the Year Ended May 31,
------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989(1)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value-beginning of period $14.70 $12.70 $13.87 $13.35 $12.68 $11.74 $11.10 $10.00
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Income From Investment Operations
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Net investment income 0.25 0.23 0.40 0.34 0.28 0.29 0.44 0.39
Net realized and unrealized gain on investments 4.03 2.12 0.04 1.13 0.95 1.15 0.82 1.02
Total income from investment operations 4.28 2.35 0.44 1.47 1.23 1.44 1.26 1.41
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Dividends and Distributions to Shareholders
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Dividends from net investment income (0.27) (0.16) (0.43) (0.21) (0.35) (0.30) (0.46) (0.31)
Distributions from net realized gain on investments (1.30) (0.19) (1.18) (0.74) (0.21) (0.20) (0.16) 0.00
Total dividends and distributions to shareholders (1.57) (0.35) (1.61) (0.95) (0.56) (0.50) (0.62) (0.31)
Net asset value-end of period $17.41 $14.70 $12.70 $13.87 $13.35 $12.68 $11.74 $11.10
Total return 30.48% 19.03% 3.12% 11.62% 10.02% 13.08% 11.74% 14.42%
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Ratios/Supplemental Data:
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Net assets, end of period (000 omitted) $68,286 $52,545 $36,674 $28,176 $30,572 $27,208 $25,857 $28,088
Ratio of expenses to average net assets 1.10% 1.01% 1.06% 0.99% 0.91% 0.84% 0.85% 0.88%
Ratio of net investment income to average net assets 1.52% 1.78% 2.30% 2.37% 2.17% 2.65% 3.81% 3.54%
Ratio of expenses to average net assets without
fee waivers 1.25% 1.06% 1.09% 1.02% 0.97% 0.94% 0.90% 0.93%
Ratio of net investment income to average
net assets without fee waivers 1.38% 1.73% 2.27% 2.34% 2.11% 2.55% 3.76% 3.49%
Portfolio turnover rate(2) 65.11% 61.72% 41.32% 85.53% 123.91% 142.01% 158.54% 175.23%
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(1) COMMENCEMENT OF OPERATIONS OCCURRED ON THE FIRST DAY OF THIS PERIOD.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $37,959,388 AND $38,051,658,
RESPECTIVELY.

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Questions? Call 1-800-392-CORE (2673) 5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
[LOGO] WESTCORE FUNDS Financial Highlights (continued)
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Westcore Growth and Income Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
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(Formerly the Westcore Equity Income Fund) Westcore Equity Income Fund(1) for the Year Ended May 31,
------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989(2)
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<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value-beginning of period $10.50 $10.62 $11.51 $10.99 $10.10 $9.94 $10.43 $10.00
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Income From Investment Operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.15 0.20 0.51 0.32 0.32 0.32 0.36 0.40
Net realized and unrealized gain (loss)
on investments 2.57 0.15 (0.30) 0.68 1.05 0.48 1.02 1.05
Total income from investment operations 2.72 0.35 0.21 1.00 1.37 0.80 1.38 1.45
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Dividends and Distributions to Shareholders
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Dividends from net investment income (0.24) (0.21) (0.54) (0.20) (0.43) (0.33) (0.37) (0.33)
Distributions from net realized gain on investments (0.66) (0.26) (0.56) (0.28) (0.05) (0.31) (1.50) (0.69)
Total dividends and distributions to shareholders (0.90) (0.47) (1.10) (0.48) (0.48) (0.64) (1.87) (1.02)
Net asset value-end of period $12.32 $10.50 $10.62 $11.51 $10.99 $10.10 $9.94 $10.43
Total return 27.25% 3.73% 1.71% 9.41% 14.12% 9.07% 14.58% 15.98%
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Ratios/Supplemental Data:
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Net assets, end of period (000 omitted) $25,387 $27,029 $42,644 $35,791 $25,128 $19,932 $16,583 $12,594
Ratio of expenses to average net assets 1.22% 1.17% 1.03% 0.99% 0.95% 0.90% 0.93% 0.97%
Ratio of net investment income to average net assets 1.34% 2.09% 4.45% 2.75% 3.03% 3.51% 3.45% 3.75%
Ratio of expenses to average net assets without
fee waivers 1.51% 1.22% 1.06% 1.03% 1.02% 1.00% 0.98% 1.02%
Ratio of net investment income to
average net assets without fee waivers 1.05% 2.04% 4.42% 2.71% 2.96% 3.41% 3.40% 3.70%
Portfolio turnover rate(3) 88.31% 81.14% 53.86% 61.24% 68.56% 64.94% 59.36% 100.22%
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(1) THE WESTCORE EQUITY INCOME FUND IS THE FORMER NAME OF THE WESTCORE GROWTH AND INCOME FUND. THE FUND'S NAME WAS CHANGED AS OF
JANUARY 1, 1996, TO REFLECT A DIFFERENT INVESTMENT OBJECTIVE AND DIFFERENT INVESTMENT POLICIES. PRIOR TO JANUARY 1, 1996,
THE FUND'S INVESTMENT OBJECTIVE WAS TO SEEK REASONABLE INCOME THROUGH INVESTMENTS IN INCOME-PRODUCING SECURITIES. AS OF
JANUARY 1, 1996, THE FUND'S INVESTMENT OBJECTIVE WAS REVISED TO SEEK LONG-TERM TOTAL RETURN THROUGH CAPITAL APPRECIATION AND
CURRENT INCOME. A NEW PORTFOLIO MANAGER HAS MANAGED THE FUND SINCE OCTOBER 1995. PAST PERFORMANCE IS NOT INTENDED TO BE
INDICATIVE OR REPRESENTATIVE OF FUTURE PERFORMANCE.

(2) COMMENCEMENT OF OPERATIONS WAS ON THE FIRST DAY OF THIS PERIOD.

(3) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $23,528,402 AND $35,671,719,
RESPECTIVELY.
- ----------------------------------------------------------------------------------------------------------------------------------
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Equity & Bond Funds Prospectus
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Westcore Small-Cap Opportunity Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
- ----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended May 31,
-------------------------------------------------------------
1996 1995 1994(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value-beginning of period $15.95 $14.97 $15.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.04 0.09 0.05
Net realized and unrealized gain (loss) on investments 5.86 1.11 (0.05)
Total income from investment operations 5.90 1.20 0.00
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Dividends and Distributions to Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (0.06) (0.10) (0.03)
Distributions from net realized gain on investments (0.44) (0.12) 0.00
Total dividends and distributions to shareholders (0.50) (0.22) (0.03)
Net asset value-end of period $21.35 $15.95 $14.97
Total return(3) 37.49% 8.15% (0.07%)(3)
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Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $23,951 $9,703 $2,159
Ratio of expenses to average net assets 1.30% 1.27% 1.38%(3)
Ratio of net investment income to average net assets 0.24% 0.61% 1.00%(3)
Ratio of expenses to average net assets without fee waivers 2.20% 2.77% 6.56%(3)
Ratio of net investment income (loss) to
average net assets without fee waivers (0.67%) (0.89%) (4.18%)(3)
Portfolio turnover rate(2) 47.83% 59.17% 64.31%(3)
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(1) THE FUND COMMENCED OPERATIONS ON DECEMBER 28, 1993.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $14,769,419 AND $7,829,753,
RESPECTIVELY.

(3) ANNUALIZED.

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Questions? Call 1-800-392-CORE (2673) 7
</TABLE>
<PAGE>

Westcore Long-Term Bond Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
- ----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended May 31,
------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value-beginning of period $9.87 $9.22 $11.25 $10.60 $10.01 $10.11 $10.36 $10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.61 0.59 0.62 0.77 0.80 1.08 0.93 0.91
Net realized and unrealized gain (loss) on
investments (0.27) 0.66 (0.51) 0.99 0.56 0.04 (0.21) 0.33
Total income from investment operations 0.34 1.25 0.11 1.76 1.36 1.12 0.72 1.24
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions to Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (0.62) (0.60) (0.62) (0.78) (0.77) (1.11) (0.93) (0.88)
Distributions from net realized gain on investments 0.00 0.00 (1.52) (0.33) 0.00 (0.11) (0.04) 0.00
Total dividends and distributions to shareholders (0.62) (0.60) (2.14) (1.11) (0.77) (1.22) (0.97) (0.88)
Net asset value-end of period $9.59 $9.87 $9.22 $11.25 $10.60 $10.01 $10.11 $10.36
Total Return 3.41% 14.37% (0.25%) 17.40% 14.04% 11.87% 7.06% 13.03%
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $25,070 $33,440 $26,962 $26,281 $30,800 $27,448 $18,113 $15,403
Ratio of expenses to average net assets 0.90% 0.94% 0.89% 0.77% 0.70% 0.65% 0.73% 0.73%
Ratio of net investment income to average net assets 6.07% 6.54% 5.74% 6.63% 7.59% 8.29% 8.99% 8.93%
Ratio of expenses to average net assets without
fee waivers 1.07% 0.99% 0.92% 0.80% 0.74% 0.73% 0.78% 0.78%
Ratio of net investment income to
average net assets without fee waivers 5.90% 6.49% 5.71% 6.60% 7.55% 8.21% 8.94% 8.88%
Portfolio turnover rate(2) 33.10% 25.09% 52.82% 79.16% 51.79% 81.13% 40.21% 68.94%
- ----------------------------------------------------------------------------------------------------------------------------------
(1) COMMENCEMENT OF OPERATIONS OCCURRED ON THE FIRST DAY OF THIS PERIOD.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $9,489,738 AND $17,274,608,
RESPECTIVELY.
- ----------------------------------------------------------------------------------------------------------------------------------
8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Equity & Bond Funds Prospectus
- ---------------------------------------------------------------------------------------------------------------------------------

Westcore Intermediate-Term Bond Fund (For a Fund Share Outstanding Throughout the Periods Indicated.)
- ----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended May 31,
------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value-beginning of period $10.27 $10.02 $10.70 $10.14 $9.80 $9.91 $9.99 $10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.60 0.58 0.55 0.67 0.78 0.87 0.84 0.85
Net realized and unrealized gain (loss)
on investments (0.17) 0.27 (0.52) 0.53 0.39 (0.10) (0.08) (0.04)
Total income from investment operations 0.43 0.85 0.03 1.20 1.17 0.77 0.76 0.81
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions to Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (0.60) (0.60) (0.53) (0.64) (0.83) (0.88) (0.84) (0.82)
Distributions from net realized gain on investments 0.00 0.00 (0.18) 0.00 0.00 0.00 0.00 0.00
Total dividends and distributions to shareholders (0.60) (0.60) (0.71) (0.64) (0.83) (0.88) (0.84) (0.82)
Net asset value-end of period $10.10 $10.27 $10.02 $10.70 $10.14 $9.80 $9.91 $9.99
Total return 4.26% 8.93% 0.10% 12.16% 12.42% 8.30% 7.82% 8.53%
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $83,039 $97,619 $88,965 $99,469 $87,712 $68,958 $107,288 $110,962
Ratio of expenses to average net assets 0.81% 0.77% 0.68% 0.65% 0.61% 0.59% 0.59% 0.60%
Ratio of net investment income to average net assets 5.78% 5.86% 5.03% 6.37% 7.73% 9.01% 8.32% 8.59%
Ratio of expenses to average net assets
without fee waivers 0.92% 0.80% 0.70% 0.67% 0.65% 0.65% 0.64% 0.65%
Ratio of net investment income to
average net assets without fee waivers 5.67% 5.83% 5.00% 6.35% 7.69% 8.95% 8.27% 8.54%
Portfolio turnover rate(2) 71.97% 60.86% 65.04% 87.17% 53.92% 80.20% 71.42% 63.30%
- ----------------------------------------------------------------------------------------------------------------------------------
(1) COMMENCEMENT OF OPERATIONS WAS ON THE FIRST DAY OF THIS PERIOD.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $61,945,342 AND $78,767,790,
RESPECTIVELY.
- ----------------------------------------------------------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 9
</TABLE>
<PAGE>

Westcore Colorado Tax-Exempt Fund (For a Fund Share Outstanding Throughout the Periods Indicated)
- ----------------------------------------------------------------------------------------------------------------------------------
For the Year Ended May 31,
------------------------------------------------------------------------
1996 1995 1994 1993 1992(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value-beginning of period $10.70 $10.52 $10.71 $10.25 $10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Income From Investment Operations
- ----------------------------------------------------------------------------------------------------------------------------------
Net investment income 0.52 0.52 0.53 0.57 0.58
Net realized and unrealized gain (loss) on investments (0.10) 0.20 (0.19) 0.46 0.23
Total income from investment operations 0.42 0.72 0.34 1.03 0.81
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and Distributions to Shareholders
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends from net investment income (0.51) (0.54) (0.53) (0.57) (0.56)
Distributions from net realized gain on investments 0.00 0.00 0.00 0.00 0.00
Total dividends and distributions to shareholders (0.51) (0.54) (0.53) (0.57) (0.56)
Net asset value-end of period $10.61 $10.70 $10.52 $10.71 $10.25
Total return 3.97% 7.16% 3.22% 10.27% 8.36%
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000 omitted) $13,992 $10,792 $10,553 $7,326 $4,511
Ratio of expenses to average net assets 0.44% 0.42% 0.27% 0.22% 0.11%
Ratio of net investment income to average net assets 4.87% 5.03% 4.98% 5.45% 5.84%
Ratio of expenses to average net assets without fee
waivers 1.43% 1.62% 1.59% 1.88% 1.65%
Ratio of net investment income to average net assets
without fee waivers 3.88% 3.83% 3.65% 3.79% 4.30%
Portfolio turnover rate(2) 10.23% 3.15% 9.76% 1.82% 12.95%
- ----------------------------------------------------------------------------------------------------------------------------------
(1) COMMENCEMENT OF OPERATIONS WAS THE FIRST DAY OF THIS PERIOD.

(2) A PORTFOLIO TURNOVER RATE IS, IN GENERAL, THE PERCENTAGE COMPUTED BY TAKING THE LESSER OF PURCHASES OR SALES OF PORTFOLIO
SECURITIES (EXCLUDING SECURITIES WITH A MATURITY DATE OF ONE YEAR OR LESS AT THE TIME OF ACQUISITION) FOR A PERIOD AND
DIVIDING IT BY THE MONTHLY AVERAGE OF THE MARKET VALUE OF SUCH SECURITIES DURING THE PERIOD. PURCHASES AND SALES OF
INVESTMENT SECURITIES (EXCLUDING SHORT-TERM SECURITIES) FOR THE YEAR ENDED MAY 31, 1996 WERE $5,353,679 AND $1,127,047,
RESPECTIVELY.
- ----------------------------------------------------------------------------------------------------------------------------------
10
</TABLE>
<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

Fund Specifics:
Equity Funds

[PICTURE OF MOUNTAINS]

To help you decide which Westcore Fund is appropriate for you, this section
looks more closely at the Funds' investment objectives, policies and securities
in which they invest. You should carefully consider your own investment goals,
time horizon and risk tolerance before investing in a 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 Funds may invest and their associated risks.
There can be no assurance that a Fund will achieve its investment objective.

- --------------------------------------------------------------------------------
Investment Objectives & Policies
- --------------------------------------------------------------------------------

Upon notice to shareholders, each 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 that
Fund remains a suitable investment for you.

- --------------------------------------------------------------------------------
Westcore Equity Funds
- --------------------------------------------------------------------------------

The Westcore Equity Funds are designed for long-term investors who can tolerate
the risks associated with investments in common stocks. They are 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 Equity
Funds.

What is each Westcore Equity Fund's investment objective, and what are its
primary investments?
- --------------------------------------------------------------------------------
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.

Westcore Blue Chip Fund seeks a high level of long-term total return through
capital appreciation and current income consistent with investment primarily in
a diversified portfolio of large company common stocks. The Investment Adviser
uses a value-oriented approach to identify large, established companies that may
be underpriced. The Investment Adviser believes that, due to their size, large
companies may benefit from attributes such as market dominance, substantial
financial resources and the opportunity to be global leaders in their
industries. These characteristics, in the Investment Adviser's view, may result
in increased stability for the company and a lower-risk investment. The
Investment Adviser combines a quantitative approach with a qualitative research
discipline to individually select and invest in stocks of larger companies that
it believes to be undervalued and to have improving growth prospects, and to
seek to avoid investing in companies it believes are mature and lack meaningful
opportunities.

Westcore Growth and Income Fund seeks long-term total return through capital
appreciation and current income. The stocks purchased by this Fund are generally
large to medium in terms of market capitalization, and, in the Investment
Adviser's judgment, are high-quality, based on financial characteristics and
management capability. The Investment Adviser uses fundamental research
techniques in an effort to structure the portfolio to generally have a dividend
yield close to the yield on the S&P 500 stock index, to have potential earnings
growth higher than the S&P 500 and a market risk level approximately equal to
the S&P 500.

Westcore Small-Cap Opportunity Fund seeks to maximize long-term capital
appreciation primarily through diversified investments in equity securities of
small-capitalization companies. The Investment Adviser uses a value-oriented
style to identify small companies where the stocks are believed to be
attractively priced based on valuation measures including lower price-to-
earnings and lower price-to-book value ratios. The Investment Adviser believes
that this emphasis on valuation produces a portfolio of stocks with strong
potential for price appreciation--and lower volatility than is commonly
associated with small company stocks. The investment approach focuses on stock
selection and uses quantitative and qualitative research to identify small
company stocks which are undervalued and where, in the Investment Adviser's
view, the fundamental business outlook and earnings potential is becoming more
attractive.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 11

<PAGE>

[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------

Fund Specifics:
Equity Funds (Continued)

[PICTURE OF MOUNTAINS]

In what types of securities do the Westcore Equity Funds invest?
- --------------------------------------------------------------------------------
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.

Westcore Blue Chip Fund invests primarily in approximately 50 common stocks from
a universe of 300-400 of the largest dividend-paying companies (ranked by either
market capitalization or revenues) headquartered in the United States. During
normal market conditions, at least 65% of the Fund's total assets will be
invested in securities of these companies.

Westcore Growth and Income Fund purchases common stocks primarily from a
universe of domestic companies that are selected for their growth potential and
established dividend-paying histories. During normal market conditions, at least
65% of the Fund's total assets will be invested in equity securities selected
for their potential for capital appreciation and their ability to produce above-
average earnings and dividend growth.

Westcore Small-Cap Opportunity Fund invests primarily in equity securities of
small-capitalization companies. During normal market conditions, the Fund
invests at least 65% of its total assets in the equity securities of U.S. and
foreign companies with capitalizations of $1 billion or less. Equity securities
include common stock, preferred stock and securities convertible into common
stock or preferred stock. The remaining portion of the Fund's assets may be
invested in securities of companies with larger market capitalizations.

What are the other investment policies of the Westcore Equity Funds?
- --------------------------------------------------------------------------------
Each Westcore Equity Fund may also invest in options and futures. The
Westcore MIDCO Growth, Growth and Income and Small-Cap Opportunity Funds may
also invest in preferred stocks, warrants and foreign currency transactions.
Additionally, the Westcore MIDCO Growth, Growth and Income and Small-Cap
Opportunity Funds may invest up to 15% of their total assets in securities
convertible into common stock rated below investment grade (i.e., lower-rated
securities) or unrated securities determined to be of comparable quality. The
Westcore MIDCO Growth and Growth and Income Funds may also invest, directly or
indirectly, up to 25% of their respective total assets in securities issued by
foreign companies. There is no limitation on the amount of the Westcore Small-
Cap Opportunity Fund's total assets that may be held in foreign securities.

Each Westcore Equity 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, each
Fund may borrow money from banks and may enter into reverse repurchase
agreements for temporary purposes on a limited basis. Each 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?
- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
12

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

Fund Specifics:
Bond Funds

[PICTURE OF MOUNTAINS]

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 Funds may
invest, see "Supplemental Information- Information on Investment Policies and
Additional Risk Factors" beginning on page 28.

Which Westcore Equity Funds are diversified, and what does that mean?
- --------------------------------------------------------------------------------
All the Westcore Equity Funds are diversified. Diversification is a means of
reducing risk by investing a 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 do the Westcore Equity Funds try to reduce risk?
- --------------------------------------------------------------------------------
- - Diversification of a Fund's assets reduces the effect of any single holding on
its overall portfolio value.

- - The Funds may adjust the securities they hold to include issues which are
believed to involve less risk.

- - A Fund may use futures, options and similar instruments to attempt to hedge
its portfolio against disadvantageous movements in securities' prices and
interest rates. The Westcore MIDCO Growth, Growth and Income and Small-Cap
Opportunity Funds 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 a 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"?
- --------------------------------------------------------------------------------
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 Westcore MIDCO
Growth, Blue Chip and Small-Cap Opportunity Funds.

- --------------------------------------------------------------------------------
Westcore Bond Funds
- --------------------------------------------------------------------------------

The following questions are designed to help you better understand an investment
in the Westcore Bond Funds.

What are the investment objectives of the Westcore Bond Funds?
- --------------------------------------------------------------------------------
Westcore Long-Term Bond Fund seeks a high level of long-term total rate of
return (i.e., income plus capital appreciation).

Westcore Intermediate-Term Bond Fund seeks current income with relatively small
volatility of principal through investment in investment-grade securities and
high-quality money market instruments.

Westcore Colorado Tax-Exempt Fund seeks to provide investors with income exempt
from federal income taxes and Colorado state income taxes consistent with safety
and stability of principal.

What are the primary investments of the Westcore Bond Funds?
- --------------------------------------------------------------------------------
The Westcore Long-Term Bond and Intermediate-Term Bond Funds are diversified
funds that invest at least 65% of their total assets in a broad range of debt
obligations during normal market conditions. Debt obligations include fixed and
variable-rate bonds; asset-backed and mortgage-backed securities; zero coupon
bonds; debentures; obligations convertible into common stocks; obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities;
dollar-denominated debt obligations of foreign issuers including foreign
corporations and foreign governments; municipal obligations; and money market
instruments.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 13

<PAGE>

[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------

Fund Specifics:
Bond Funds (Continued)

[PICTURE OF MOUNTAINS]

The Westcore Colorado Tax-Exempt Fund is a non-diversified fund that invests
substantially all of its assets (i.e., at least 80%) in debt instruments issued
by or on behalf of the state of Colorado ("Colorado Obligations"), other states,
territories and possessions of the United States, the District of Columbia and
their respective authorities, agencies, instrumentalities and political
subdivisions ("Municipal Obligations"). The Fund normally will invest at least
65% of its total assets in Colorado Obligations. The Colorado Tax-Exempt Fund
currently intends to invest at least 75% of its assets in Municipal Obligations
covered by insurance policies.

What is the investment quality of the assets of the Westcore Bond Funds?
- --------------------------------------------------------------------------------
Debt obligations acquired by the Westcore Long-Term Bond and Intermediate-Term
Bond Funds will be at least investment-grade at the time of purchase. Each
Fund's dollar-weighted average portfolio quality is expected to be "A" or
better.

Municipal Obligations acquired by the Colorado Tax-Exempt Fund will be rated
in one of the three highest investment-grade categories at the time of purchase
by one or more rating agencies. The Fund may invest up to 10% of its total
assets in Colorado Obligations rated at the time of purchase in the fourth
highest investment-grade category when acceptable Colorado Obligations with
higher ratings are unavailable for investment by the Fund. The Fund may invest
in unrated obligations only if Denver Investment Advisors determines they are
comparable in quality to instruments that meet the Fund's rating requirements.

If the rating of an obligation held by a Fund is reduced below the Fund's
rating requirements, the Investment Adviser will sell the obligation when it is
in the best interests of the Fund to do so.

For a description of ratings, please review the Appendix "Rating Categories."

Do the Westcore Bond Funds invest in any other types of securities?
- --------------------------------------------------------------------------------
The Westcore Long-Term Bond and Intermediate-Term Bond Funds may invest in
obligations convertible into common stocks and may acquire common stocks,
warrants or other rights to buy shares only if they are attached to a fixed-
income obligation. Common stock received through the conversion of convertible
debt obligations will normally be sold in an orderly manner as soon as possible.
Each Fund may also invest in options and futures. Additionally, each Fund may
invest in short-term instruments including repurchase agreements and securities
issued by other investment companies (within the limits prescribed by the 1940
Act).

The Westcore Colorado Tax-Exempt Fund may invest in short-term taxable money
market instruments, securities issued by other investment companies which invest
in taxable or tax-exempt money market instruments and U.S. government
obligations.

During temporary defensive periods, each Bond Fund may invest without
limitation in various short-term investments. The Funds also may borrow money
from banks and may enter into reverse repurchase agreements for temporary
purposes on a limited basis.

- --------------------------------------------------------------------------------
What are the expected maturities of the Westcore Bond Funds?
- --------------------------------------------------------------------------------
Except during temporary defensive periods or unusual market conditions, Denver
Investment Advisors expects that the average dollar-weighted portfolio
maturities of the Westcore Bond Funds will be as follows:
- --------------------------------------------------------------------------------
Average
Dollar-Weighted
Fund Maturity
- --------------------------------------------------------------------------------
Westcore Long-Term Bond Fund at least 10 years
Westcore Intermediate-Term Bond Fund 3-6 years
Westcore Colorado Tax-Exempt Fund 7-10 years

- --------------------------------------------------------------------------------
14

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

Is an investment in the Westcore Colorado Tax-Exempt Fund a tax-free investment?
- --------------------------------------------------------------------------------
Dividends paid by the Fund which are derived from interest on Colorado
Obligations, as well as certain other governmental issuers, will be exempt from
regular federal income taxes and Colorado state income taxes. Dividends derived
from interest on non-Colorado Obligations will be subject to Colorado state
income tax. Because the Fund may invest up to 20% of its net assets in private
activity bonds whose interest may be subject to the federal alternative minimum
tax, a portion of the dividends paid by the Fund may be treated as a tax
preference item for purposes of this tax.
See also "Taxes" in "Other Information" on page 22.

Are there any investment risks unique to the Westcore Colorado Tax-Exempt Fund?
- --------------------------------------------------------------------------------
Because the Fund concentrates its investments in Colorado Obligations, it is
classified as a non-diversified fund for purposes of the 1940 Act. The Fund's
performance may be dependent upon fewer securities than is the case with a
diversified portfolio, and the Fund may experience greater fluctuations in net
asset value. In addition, although the Fund does not presently intend to do so
on a regular basis, it may invest 25% or more of its net assets in industrial
development bonds and in other Municipal Obligations, the interest on which is
paid solely from revenues of similar projects. To the extent that the Fund's
assets are concentrated in these types of Municipal Obligations and the Fund is
non-diversified, it will be more susceptible to economic, political and legal
developments than a diversified Fund with similar objectives whose assets are
not so concentrated.

How do interest rates affect the value of my investment?
- --------------------------------------------------------------------------------
A fundamental risk associated with any fund that invests in fixed-income
securities is the risk that the value of the securities it holds will rise or
fall as interest rates change. Generally, a fixed-income security will increase
in value when interest rates fall and decrease in value when interest rates
rise. Longer-term securities are generally more sensitive to interest rate
changes than shorter-term securities, but they usually offer higher yields to
compensate investors for the greater risks. A bond fund's average dollar-
weighted maturity is a measure of how the fund will react to interest rate
changes.

What is meant by a Fund's "average dollar-weighted maturity"?
- --------------------------------------------------------------------------------
The stated maturity of a bond is the date when the issuer must repay the
bond's entire principal value to an investor, such as a Fund. A bond's term to
maturity is the number of years remaining to maturity. A bond fund does not have
a stated maturity, but it does have an average dollar-weighted maturity. This is
calculated by averaging the terms to maturity of bonds held by a Fund with each
maturity "weighted" according to the percentage of net assets it represents.

How do the Westcore Bond Funds attempt to manage interest rate risk?
- --------------------------------------------------------------------------------
Each Fund may vary the average dollar-weighted maturity of its portfolio to
reflect its portfolio manager's analysis of interest rate trends and other
factors. A Fund's average dollar-weighted maturity will tend to be shorter when
its portfolio manager expects interest rates to rise and longer when its
portfolio manager expects interest rates to fall. The Westcore Long-Term Bond
and Intermediate-Term Bond Funds may also use futures, options and similar
instruments to manage interest rate risk.

What is meant by "credit quality"?
- --------------------------------------------------------------------------------
Another fundamental risk associated with all bond funds is credit risk - the
risk that an issuer will be unable to make principal and interest payments when
due. U.S. government securities are generally considered to be the safest type
of investment in terms of credit risk. Municipal Obligations generally rank
between U.S. government securities and corporate debt securities in terms of
credit safety. Corporate debt securities, particularly those rated below
investment grade, may present the highest credit risk.

How is credit quality measured?
- --------------------------------------------------------------------------------
Ratings published by nationally recognized rating agencies ("Rating
Agencies"), such as Standard & Poor's Ratings Group ("S&P") and Moody's
Investors Service, Inc. ("Moody's"), are widely accepted measures of credit
risk. The lower a bond issue is rated by an agency, the more credit risk it is
considered to represent. Lower-rated bonds generally pay higher yields to
compensate investors for the greater risk.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 15

<PAGE>

[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------

Fund Specifics:
In General

[PICTURE OF MOUNTAINS]

- --------------------------------------------------------------------------------
What potential risks and rewards may I experience if I invest in the Westcore
Funds?
- --------------------------------------------------------------------------------
An investment in the Westcore Funds presents the potential rewards and risks
common to securities investments. The Westcore MIDCO Growth, Blue Chip, Growth
and Income and Small-Cap Opportunity Funds invest 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 value of an investment in the
Westcore Small-Cap Opportunity Fund, in particular, may experience significant
fluctuations over time due to the Fund's investments in smaller companies and in
convertible securities rated below investment grade which present greater
potential price volatility, i.e., the price may go up or down.

The market value of debt obligations held by the Westcore Funds will also
fluctuate, normally rising when interest rates fall and falling when interest
rates rise. The value of some debt obligations (such as collateralized mortgage
obligations, asset-backed securities, municipal leases and structured notes) may
be more volatile than other types of instruments.

Several of the Funds 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.

Each 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 32.

The Funds may lend their 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 Funds' investment adviser, Denver Investment Advisors will evaluate the
rewards and risks presented by all securities purchased by the Funds and will
determine how they will be used in furtherance of the investment objectives of
the Funds. It is possible, however, that Denver Investment Advisors' evaluations
will prove to be inaccurate and, even when accurate, it is possible that the
Funds will incur losses.

- --------------------------------------------------------------------------------
16

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

Fundamental Investment Limitations

[PICTURES OF MOUNTAINS]

- --------------------------------------------------------------------------------
What are fundamental investment limitations?
- --------------------------------------------------------------------------------
Fundamental investment limitations are those investment limitations that a
Fund may not change without the approval of the holders of a majority of the
Fund's outstanding shares. Some are summarized in the tables on the facing page
(a complete list is set forth in the Statement of Additional Information).

The Westcore MIDCO Growth, Blue Chip, Growth and Income, Small-Cap Opportunity,
Long-Term Bond and Intermediate-Term Bond Funds may not:
- --------------------------------------------------------------------------------
- - Purchase securities if more than 5% of a Fund's total assets will be invested
in the securities of any 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 each Fund may purchase and hold debt instruments and
enter into repurchase agreements in accordance with its investment objective
and policies. Each Fund may also lend portfolio securities in an amount not
exceeding 30% of its total assets.

The Westcore Long-Term Bond, Intermediate-Term Bond and Colorado Tax-Exempt
Funds may not:
- --------------------------------------------------------------------------------
- - Borrow money or issue senior securities except that each Fund may borrow from
banks and enter into reverse repurchase agreements for temporary purposes in
amounts up to 10% of its total assets at the time of such borrowing. No Fund
may mortgage, pledge or hypothecate any assets, unless it is in connection
with a permissible borrowing and the amounts do not exceed the lesser of the
dollar amounts borrowed or 10% of the Fund's total assets at the time of such
borrowing.

In addition, the Westcore Colorado Tax-Exempt Fund may not:
- --------------------------------------------------------------------------------

- - Invest less than 80% of its net assets in securities the interest on which is
exempt from federal income tax, except during periods of unusual market
conditions. For purposes of this limitation only, securities, the interest on
which is treated as a specific tax preference item under the federal
alternative minimum tax, are considered taxable.

- - 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.

- - Purchase securities if more than 5% of its total assets will be invested in
the securities of any one issuer. However, up to 50% of the Fund's total
assets may be invested without regard to the 5% limitation as long as not more
than 25% of the Fund's total assets are invested in the securities of any one
issuer. Certain investments such as U.S. government securities are not subject
to this limitation.

No Fund will 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
a 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.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 17

<PAGE>

[LOGO] WESTCORE FUNDS How To Invest
- --------------------------------------------------------------------------------

How To Open And Add To Your Account

[PICTURE OF MOUNTAINS]

Please call Westcore Funds at 1-800-392-CORE (2673) if you have any questions
or need any information.

ALPS Mutual Funds Services, Inc. is the distributor for Westcore Funds and
has its principal office at 370 Seventeenth Street, Suite 2700, Denver, CO
80202.

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 Westcore Funds 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).

- --------------------------------------------------------------------------------
To Open An Account
- --------------------------------------------------------------------------------

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.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
Automatically (from your bank account) Complete the Automatic Investment Plan
Section of your new Account Application
($50 minimum per transaction), and
return it to Westcore Trust, P.O. Box
8319, Boston, MA 02266-8319.
- --------------------------------------------------------------------------------
By Wire Call 1-800-392-CORE (2673) to receive
wiring instructions.

- --------------------------------------------------------------------------------
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 Fund(s) in which you are
investing.
- --------------------------------------------------------------------------------
In Person Bring your check or money order payable
to Westcore/SSB to Westcore Trust, 370
Seventeenth Street, Suite 2700, Denver,
CO 80202.
- --------------------------------------------------------------------------------
Automatically (from your bank account) Complete at any time an Automatic
Investment Plan application to have $50
or more automatically withdrawn from
your bank account monthly, quarterly,
or annually.
- --------------------------------------------------------------------------------
By Wire Call 1-800-392-CORE (2673) to receive
wiring instructions.

- --------------------------------------------------------------------------------
18

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------
[PICTURE OF MOUNTAINS]
- --------------------------------------------------------------------------------
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 Funds 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 Fund 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.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 19

<PAGE>

[LOGO] WESTCORE FUNDS How To Invest (Continued)
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

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 number, name of Fund and amount of redemption
($1,000 minimum).

If you do not have and would like to add the
telephone 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.

The Trust may impose a dollar limit on telephone
redemptions.

(Available only if you checked the appropriate box on the Account
Application.)

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,
P.O. Box 8319, Boston, MA 02266-8319.
You will need to provide: account name and number,
name of Fund; and amount of redemption ($1,000
minimum per transaction if made by telephone).

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.

(Available only if you checked the appropriate box on the Account
Application.)

- --------------------------------------------------------------------------------
By Systematic Withdrawal Request quarterly or monthly withdrawals in any
multiple of $50.
Call 1-800-392-CORE (2673) for more information or a
form.

Participation requires a minimum of $10,000 in a Fund
in order to initiate this Plan.

- --------------------------------------------------------------------------------
20

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

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. A 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 investing in
certain Funds, purchase orders will be processed at the NAV next determined
after the Service Organization acting on their behalf receives the purchase
order.

A 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. Each
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. Westcore Funds
and their 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 Funds by telephone during
periods of unusual market activity. If this happens, you may redeem your shares
by mail as described at left.

Westcore Funds 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 Funds.

Duplicate mailings of Fund materials to shareholders who reside at the same
address may be eliminated.

The Funds will issue share certificates upon written request only.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 21

<PAGE>

[LOGO] WESTCORE FUNDS Other Information
- --------------------------------------------------------------------------------

DISTRIBUTIONS AND TAXES

[PICTURE OF MOUNTAINS]

A Fund's income from dividends and interest and any net realized short-term
capital gains are paid to shareholders as income dividends. A 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
- --------------------------------------------------------------------------------

Income Capital
Dividends Gains
- --------------------------------------------------------------------------------
Equity Declared and Declared and
Funds paid quarterly* paid in December
- --------------------------------------------------------------------------------
Bond Declared and Declared and
Funds paid monthly paid in December
- --------------------------------------------------------------------------------

*THE WESTCORE MIDCO GROWTH FUND DISTRIBUTES INCOME DIVIDENDS IN DECEMBER ONLY.

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).

- --------------------------------------------------------------------------------
Taxes
- --------------------------------------------------------------------------------

Federal

As with any investment, you should consider the tax implications of an
investment in the Funds. The following briefly summarizes some of the important
tax considerations generally affecting the Funds and their 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 Westcore Equity Funds and the Westcore Long-Term Bond
and Intermediate-Term Bond Funds 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.

The Colorado Tax-Exempt Fund anticipates that substantially all of its income
dividends will be exempt from federal income tax (these dividends are known as
"exempt-interest dividends") although any dividends derived from occasional
taxable investments will be subject to federal income tax. In addition,
shareholders must treat the portion of dividends paid by the Fund derived from
interest received on certain private activity bonds as an item of tax preference
for purposes of the federal alternative minimum tax.

- --------------------------------------------------------------------------------
22

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

Any capital gain dividend paid by a Fund will be taxable as a long-term
capital gain, no matter how long you have held the Fund's shares.

Any dividends declared by a 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 a 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 each Fund intends to qualify as a "regulated investment company" under
the Internal Revenue Code (the "Code"), each Fund generally will not be required
to pay federal income taxes on its income and capital gains.

Colorado State Taxes

Shareholders who are subject to Colorado state income tax will not be subject
to such tax on dividends paid by the Westcore Colorado Tax-Exempt Fund to the
extent that they qualify as exempt-interest dividends of a regulated investment
company under Section 852(b)(5) of the Code and are attributable to any of the
following:

- - obligations of the State of Colorado or its political subdivisions issued on
or after May 1, 1980;

- - obligations of the State of Colorado or its political subdivisions issued
prior to May 1, 1980 to the extent such interest is specifically exempt from
income taxation under the laws of Colorado authorizing the issuance of such
obligations;

- - obligations of possessions and territories of the United States to the extent
federal law exempts such obligations from state taxes; or

- - obligations of the United States or its possessions to the extent such
obligations are subject to federal income tax.

However, to the extent distributions are received that are not attributable to
the sources described above, such as distributions of short or long-term capital
gain, they will not be exempt from Colorado income tax.

There are no municipal income taxes in Colorado. Moreover, because shares of
the Westcore Colorado Tax-Exempt Fund are intangibles, they are not subject to
Colorado property tax. Shareholders of the Westcore Colorado Tax-Exempt Fund
should consult their tax advisers about other state and local tax consequences
of their investment in the Fund.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 23

<PAGE>

[LOGO] WESTCORE FUNDS Other Information (Continued)
- --------------------------------------------------------------------------------

Performance Reporting

[PICTURE OF MOUNTAINS]

This section will help you understand various terms that are commonly used to
describe a 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 a 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 a Fund over a specified
measuring period.

Average Annual Total Return
- --------------------------------------------------------------------------------
- - represents the average annual percentage change in the value of an investment
in a 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 a 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 a Fund during the period in Fund shares.

Yield
- --------------------------------------------------------------------------------
- - shows the rate of income a Fund earns on its investments as a percentage of
its share price. It is calculated by dividing the Fund's net investment income
for a 30-day period by the product of the average daily number of shares
entitled to receive dividends and the Fund's NAV per share at the end of the
30-day period. The result is then annualized. This represents the amount you
would earn if you remained invested in a Fund for a year and the Fund
continued to have the same yield for the year. Yield does not include changes
in NAV.

Tax-Equivalent Yield
- --------------------------------------------------------------------------------
- - of the Westcore Colorado Tax-Exempt Fund shows the level of the taxable yield
needed to produce an after-tax yield equivalent to the Fund's tax-free yield.
It is calculated by increasing the Fund's yield by the amount necessary to
reflect the payment of federal and Colorado personal income taxes at a stated
tax rate. The Fund's tax-equivalent yield will always be higher than its
yield.

Any fees charged by your Service Organization directly to your account in
connection with an investment in a Fund will not be included in the Fund's
calculations of yield and/or total return.

Performance quotations of a 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 a 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.

- --------------------------------------------------------------------------------
24

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUNDS

[PICTURE OF MOUNTAINS]

Board of Trustees
- --------------------------------------------------------------------------------
The business and affairs of each 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 LLC ("Denver Investment Advisors") serves as the
investment adviser to the Funds. 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 Funds, 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 Funds and places orders
for all purchases and sales of the Funds' portfolio securities.

Investment Personnel
- --------------------------------------------------------------------------------
Todger Anderson, CFA, President of Denver Investment Advisors, has been
primarily responsible for the day-to-day management of 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.

Varilyn K. Schock, CFA, a Vice President and Director of Quantitative Strategies
with Denver Investment Advisors, has been primarily responsible for the day-to-
day management of Westcore Blue Chip Fund since 1991 and Westcore Small-Cap
Opportunity Fund since its inception. Ms. Schock has been with Denver Investment
Advisors and its predecessor, Denver Investment Advisors, Inc., since 1984 and
has been a portfolio manager with the company since 1987. She received her B.A.
from the University of Denver.

Milford H. Schulhof, II, a Vice President of Denver Investment Advisors, has
been primarily responsible for the day-to-day management of Westcore Growth and
Income Fund since October 1995. Mr. Schulhof has been a Vice President and
portfolio manager with Denver Investment Advisors and its predecessor, Denver
Investment Advisors, Inc. since 1985. He received his B.S.B.A. from Drake
University and his M.B.A. from the University of Denver.

John R. Cormey, CFA, a Vice President of Denver Investment Advisors, has been
primarily responsible for the day-to-day management of Westcore Long-Term Bond
Fund and Intermediate-Term Bond Fund since 1991. Prior to managing these Funds,
Mr. Cormey was Vice President and Director of Quantitative Research for the
Investment Adviser. Mr. Cormey joined the company as a security analyst in 1972.
He received his B.S. from the University of Colorado.

Robert O. Lindig is a Vice President of Denver Investment Advisors. He has been
primarily responsible for the day-to-day management of the Westcore Colorado
Tax-Exempt Fund since its inception. Mr. Lindig has 34 years experience in the
institutional bond market. Prior to his employment with the Investment Adviser,
Mr. Lindig was Vice President and Trust Officer of First Interstate Bank of
Denver, N.A. Mr. Lindig received his B.A. degree from Dartmouth College and his
M.B.A. from Columbia University.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 25

<PAGE>

[LOGO] WESTCORE FUNDS Other Information (Continued)
- --------------------------------------------------------------------------------

Management Of The Funds (continued)

[PICTURE OF MOUNTAINS]

- --------------------------------------------------------------------------------
Breakdown of Management Expenses and Expense Limits
- --------------------------------------------------------------------------------
Each 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 a Fund's average daily net assets.

The Investment Adviser may from time to time voluntarily waive all or any
portion of these fees and reimburse expenses of a Fund; however, it may modify
or discontinue this practice at any time.

- --------------------------------------------------------------------------------
Contractual Effective Advisory Fees for the
Fee Schedule Advisory Fees(%) Year Ended May 31, 1996(%)
- --------------------------------------------------------------------------------

Westcore MIDCO Growth Fund .65% .65%
- --------------------------------------------------------------------------------
Westcore Blue Chip Fund .65% .55%
- --------------------------------------------------------------------------------
Westcore Growth and Income Fund .65% .47%
- --------------------------------------------------------------------------------
Westcore Small-Cap Opportunity Fund 1.00%(1) .21%
- --------------------------------------------------------------------------------
Westcore Long-Term Bond Fund .45% .36%
- --------------------------------------------------------------------------------
Westcore Intermediate-Term Bond Fund .45% .39%
- --------------------------------------------------------------------------------
Westcore Colorado Tax-Exempt Fund .50% .00%
- --------------------------------------------------------------------------------

(1) ALTHOUGH THE FEE PAYABLE BY WESTCORE SMALL-CAP OPPORTUNITY FUND IS HIGHER
THAN THE FEE PAYABLE BY THE OTHER FUNDS, THE INVESTMENT ADVISOR BELIEVES
THAT IT IS WITHIN THE RANGE OF FEES PAYABLE BY FUNDS WITH COMPARABLE
INVESTMENT OBJECTIVES AND POLICIES.

- --------------------------------------------------------------------------------
26

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

Inquiries

[PICTURE OF MOUNTAINS]

Co-Administrators
- --------------------------------------------------------------------------------
ALPS and Denver Investment Advisors serve as co-administrators to the Funds
(the "Administrators"). As Administrators, they have agreed to: assist in
maintaining the Funds' office; furnish the Funds 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 each Fund's expense accruals;
monitor compliance with each Fund's investment policies and limitations; and
generally assist in each Fund's operations. The Administrators are entitled to
receive a fee from each Fund for administrative services, computed daily and
payable monthly, at the aggregate annual rate of .30% of each 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 each Fund and to compute the net asset value and certain
other financial information relating to each 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 a Fund through
omnibus accounts ("Beneficial Shares"). The amount reimbursed with respect to a
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 a 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 a Fund or its shareholders.

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 Funds.
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 each Fund will vote
separately by Fund 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
the Bank of New York held as Trustee 29.61% of the outstanding shares of the
Westcore Small-Cap Opportunity Fund and, therefore, under the 1940 Act, they may
be deemed to be a controlling person of the Trust and Fund, respectively.

Inquiries
- --------------------------------------------------------------------------------
Please write or call Westcore Trust at the address or telephone number listed on
the cover of this Prospectus with any inquires you may have regarding the Funds.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 27

<PAGE>

[LOGO] WESTCORE FUNDS Supplemental Information
- --------------------------------------------------------------------------------

Information on investment policies and additional risk factors.

[PICTURE OF MOUNTAINS]

Denver Investment Advisors uses a range of different investments and
investment techniques in seeking to achieve a Fund's investment objective. All
Funds do not use all of the investments and investment techniques described
below. The Westcore MIDCO Growth, Blue Chip, Growth and Income and Small-Cap
Opportunity Funds are referred to collectively as the "Westcore Equity Funds."
The Westcore Long-Term Bond, Intermediate- Term Bond and Colorado Tax-Exempt
Funds are referred to collectively as the "Westcore Bond Funds."

Municipal Obligations (Westcore Bond Funds)

Municipal Obligations include: (i) "general obligation" securities which are
secured by the issuer's full faith, credit and taxing power; (ii) revenue
securities which are payable only from the revenues derived from a particular
facility or other specific revenue source such as the user of the facility being
financed; (iii) "moral obligation" securities which are normally issued by
special purpose public authorities; and (iv) private activity bonds (such as
bonds issued by industrial development authorities) which are usually revenue
securities issued by or for public authorities to finance a privately-operated
facility.

In many cases, the Internal Revenue Service has not ruled on whether the
interest received on a Municipal Obligation is tax-exempt and, accordingly,
purchases of these securities are based on the opinion of bond counsel to the
issuers at the time of issuance. The Funds and the Investment Adviser rely on
these opinions and will not review the bases for them.

Special Considerations Regarding Investment in Colorado Obligations (Westcore
Colorado Tax-Exempt Fund)

The Fund normally invests at least 65% of its total assets in Colorado
Obligations. If Colorado or any of its political subdivisions suffers serious
financial difficulties such that its ability to pay its obligations might be
jeopardized, the ability of such entities to market their securities, and the
value of the Fund, could be adversely affected.

U.S. Government Obligations (All Westcore Funds)

Each 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 (All Westcore Funds)

Each 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.

Variable and Floating Rate Instruments (Westcore Bond Funds)

These Funds may purchase variable and floating rate demand instruments,
including variable amount master demand notes, issued by corporations,
industrial development authorities and governmental entities.

Repurchase Agreements and Reverse Repurchase Agreements (All Westcore Funds)

In a repurchase agreement, a 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.

- --------------------------------------------------------------------------------
28

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

Each Fund may borrow money for temporary purposes by entering into reverse
repurchase agreements. Under these agreements, a 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 (Westcore MIDCO Growth, Growth and Income and Small-Cap
Opportunity Funds)

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.

Securities Lending (All Westcore Funds, other than Colorado Tax-Exempt Fund)

These Funds may lend their 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 a Fund's outstanding
loans exceeds 30% of its total assets.

Restricted Securities (All Westcore Funds)

No Fund will 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 seven days,
certain municipal leases 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 Funds during periods that
qualified institutional buyers become uninterested in purchasing these
restricted securities.

Convertible Securities (All Westcore Funds, other than Blue Chip and Colorado
Tax-Exempt Funds)

These Funds 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 Funds use 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.

Asset-Backed Securities (Westcore Bond Funds, other than Colorado Tax-Exempt
Fund)

These Funds may purchase asset-backed securities which are securities backed
by installment sale contracts, credit card receivables or other assets. The
yield characteristics of asset-backed securities differ from traditional debt
securities. A major difference is that the principal amount of the obligations
may be prepaid at any time because the underlying assets (i.e., loans) generally
may be prepaid at any time. The prepayment rate is primarily a function of
current market rates and conditions. In periods of rising interest rates, the
rate of prepayment tends to increase. During periods of falling interest rates,
the reinvestment of prepayment proceeds by a Fund will generally be at a lower
rate than the rate on the prepaid obligation. Prepayments may also result in
some loss of a Fund's

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 29

<PAGE>

[LOGO] WESTCORE FUNDS Supplemental Information (Continued)
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

principal investment if any premiums were paid. As a result of these yield
characteristics, some high-yielding asset-backed securities may have less
potential for growth in value than conventional bonds with comparable
maturities. These characteristics may result in a higher level of price
volatility for these assets under certain market conditions.

Asset-backed securities are subject to greater risk of default during periods
of economic downturn than conventional debt instruments and the holder
frequently has no recourse against the entity that originated the security. In
addition, the secondary market for certain asset-backed securities may not be as
liquid as the market for other types of securities which could result in the
Funds' experiencing difficulty in valuing or liquidating such securities.

Mortgage-Related Securities (Westcore Bond Funds, other than Colorado Tax-Exempt
Fund)

These Funds may invest in mortgage-related securities issued or guaranteed by
U.S. government agencies and private issuers. They may include mortgage pass-
through certificates, which provide the holder with a pro rata interest in the
underlying mortgages, and collateralized mortgage obligations ("CMOs"), which
provide the holder with a specified interest in the cash flow of a pool of
underlying mortgages or other mortgage-backed securities. Issuers of CMOs
frequently elect to be taxed as pass-through entities known as real estate
mortgage investment conduits ("REMICs"). CMOs are issued in multiple classes,
each with a specified fixed or floating interest rate and a final distribution
date.

Mortgage-related securities involve risks similar to those described above
under "Asset-Backed Securities" including prepayment risks. In addition, CMOs
may exhibit more price volatility and interest rate risk than other types of
mortgage-related obligations.

Options and Futures (All Westcore Funds, other than Colorado Tax-Exempt Fund)

These Funds 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 a Fund maintains in a
segregated account with its custodian cash or U.S. Government 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 a 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 a Fund will not
exceed 5%, and options written by a 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.

These Funds may also invest to a limited extent in futures contracts and
options on futures contracts in order to reduce their exposure to movements of
security prices pending investment, for hedging purposes or to maintain
liquidity. Futures contracts obligate a Fund, at maturity, to take or make
delivery of certain securities or the cash value of a contract or securities
index. Each 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, a
Fund's commodities transactions must constitute bona fide hedging or other
permissible transactions. In addition, a 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, a 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) a Fund will likely be unable to control losses by closing

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30

<PAGE>

Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

[PICTURE OF MOUNTAINS]

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 (Westcore Equity Funds, other than Blue
Chip Fund)

Because these Funds may buy and sell securities and receive amounts
denominated in currencies other than the U.S. dollar, they may enter into
currency exchange transactions from time to time. A 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 a 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.

A Fund may maintain "short" positions in forward foreign currency exchange
transactions whereby the Fund would agree to exchange currency that it currently
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 a 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.

When-Issued Purchases and Forward Commitments (All Westcore Funds)

Each 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 a 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 a 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 Funds do not intend to engage in when-issued purchases and forward
commitments for speculative purposes.

Securities Issued by Other Investment Companies (All Westcore Funds)

Each Fund may invest in securities issued by other investment companies
subject to the requirements of applicable securities laws. When a 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 (All Westcore Funds, other than Blue Chip Fund)

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.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 31

<PAGE>

[LOGO] WESTCORE FUNDS
- --------------------------------------------------------------------------------

Supplemental Information (Continued)

[PICTURE OF MOUNTAINS]

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.

Stand-by Commitments (Westcore Colorado Tax-Exempt Fund)

The Fund may acquire stand-by commitments under which a dealer agrees to
purchase certain Municipal Obligations at the Fund's option at a price equal to
their amortized cost value plus interest. These commitments will be used only to
assist in maintaining the Fund's liquidity and not for trading purposes.

Portfolio Turnover (All Westcore Funds)

A 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 (All Westcore Funds)

Each 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 (including
collateralized mortgage obligations and other types of asset-backed securities
and various floating rate instruments, including inverse floaters).

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 a 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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32

<PAGE>

Appendix Equity & Bond Funds Prospectus
- --------------------------------------------------------------------------------

Rating Categories

[PICTURE OF MOUNTAINS]

Moody's Investors Service, Inc.

- --------------------------------------------------------------------------------
Bond Rating Explanation
- --------------------------------------------------------------------------------
Aaa Highest quality, smallest degree of investment risk.
- --------------------------------------------------------------------------------
Aa High quality; together with Aaa bonds, they compose the high-
grade bond group.
- --------------------------------------------------------------------------------
A Upper medium-grade obligations; some favorable investment
attributes.
- --------------------------------------------------------------------------------
Baa Medium-grade obligations; neither highly protected nor poorly
secured. Interest and principal payments appear adequate for
the present but certain protective elements may be lacking or
may be unreliable over any great length of time. Some
speculative characteristics.
- --------------------------------------------------------------------------------
Ba More uncertain, with speculative elements. Questionable
protection of interest and principal payments.
- --------------------------------------------------------------------------------
B Lack characteristics of desirable investment; potentially low
assurance of timely interest and principal payments or
maintenance of other contract terms over time.
- --------------------------------------------------------------------------------
Caa Poor standing, may be in default; elements of danger with
respect to principal or interest payments.
- --------------------------------------------------------------------------------
Ca Speculative in a high degree; may be in default.
- --------------------------------------------------------------------------------
C Lowest-rated; extremely poor prospects of ever attaining
investment standing.
- --------------------------------------------------------------------------------
D In default.

Standard & Poor's Ratings Group, Division of McGraw Hill

- --------------------------------------------------------------------------------
Bond Rating Explanation
- --------------------------------------------------------------------------------
AAA Highest rating; extremely strong capacity to pay interest and
repay principal.
- --------------------------------------------------------------------------------
AA High quality; very strong capacity to pay interest and repay
principal.
- --------------------------------------------------------------------------------
A Strong capacity to pay interest and repay principal; somewhat
more susceptible to the adverse effects of changing
circumstances and economic conditions.
- --------------------------------------------------------------------------------
BBB Adequate capacity to pay interest and repay principal; normally
exhibit adequate protection parameters, but adverse economic
conditions or changing circumstances more likely to lead to a
weakened capacity to pay interest and repay principal than for
higher rated bonds.
- --------------------------------------------------------------------------------
BB, B, Predominantly speculative with respect to the issuer's capacity
CCC, to meeting required interest and principal payments. BB-lowest
CC, C degree of speculation; C-the highest degree of speculation.
Quality and protective characteristics outweighed by large
uncertainties or major risk exposure to adverse conditions.
- --------------------------------------------------------------------------------
D In default.

- --------------------------------------------------------------------------------
Questions? Call 1-800-392-CORE (2673) 33

<PAGE>

[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.