Exhibit 1(c)

                                 WESTCORE TRUST

                               AMENDMENT NO. 2 TO
                    AMENDED AND RESTATED DECLARATION OF TRUST

         The  undersigned,  being all of the  trustees  of  Westcore  Trust (the
"Trust"),  a  Massachusetts  business trust created under a Declaration of Trust
dated as of  December  10,  1985 and  existing  under an  Amended  and  Restated
Declaration of Trust dated as of November 19, 1987, as amended (the "Declaration
of  Trust"),  a copy of which is on file in the Office of the  Secretary  of The
Commonwealth  of  Massachusetts,  having  determined  that it is  desirable  and
appropriate to cure an error in the  Declaration of Trust, do hereby direct that
this  Amendment  No.  2 be filed  with  the  Secretary  of The  Commonwealth  of
Massachusetts  and the Clerk of the City of Boston and do hereby  consent to and
adopt the following amendment to the Declaration of Trust:

         1. The second  paragraph of Section 9.3 of the  Declaration of Trust is
amended and restated in its entirety to read as follows:

         "The  Trustees  shall  indemnify  representatives  and employees of the
Trust to the same extent that Trustees are entitled to indemnification  pursuant
to this Section 9.3."

         The foregoing  amendment will become effective upon its filing with the
Secretary of The Commonwealth of  Massachusetts.  This amendment may be executed
in multiple  counterparts,  each of which will be deemed an original, but all of
which taken together will constitute one instrument.


                                   - 1 of 2 -



         IN WITNESS WHEREOF, the undersigned execute this Amendment No. 2 to the
Declaration of Trust as trustees and not individually this 12th day of November,
2003.


                                              /s/ McNeil S. Fiske
                                              ----------------------------------
                                              McNeil S. Fiske


                                              /s/ Jack D. Henderson
                                              ----------------------------------
                                              Jack D. Henderson


                                              /s/ James B. O'Boyle
                                              ----------------------------------
                                              James B. O'Boyle


                                              /s/Kenneth V. Penland
                                              ----------------------------------
                                              Kenneth V. Penland


                                              /s/Lyman E. Seely
                                              ----------------------------------
                                              Lyman E. Seely


                                              /s/Robert L. Stamp
                                              ----------------------------------
                                              Robert L. Stamp




                                   - 2 of 2 -