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As filed with the Securities and Exchange Commission on September 28, 2005
Registration No. 2-75677

1625 Broadway, Suite 2200
Denver, CO 80202
(Address of principal executive offices) (Zip Code)

Tané T. Tyler, Secretary
Westcore Trust
1625 Broadway, Suite 2200
Denver, CO 80202
(Name and Address of Agent of Service)

Lester Woodward, Esq.
Davis Graham & Stubbs LLP
1550 17^th Street, Suite 500
Denver, CO 80202

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

Upon notice to shareholders, each Fund’s investment objective may be changed by the Trust’s Board of Trustees without the approval of shareholders.

Westcore Growth Funds: emphasize investments in companies that have the potential to grow their earnings faster than the general economy.

When seeking investments for Growth Funds, Denver Investment Advisors LLC (the “Adviser”) performs intensive research to identify companies in businesses and economic sectors with attractive growth prospects. To identify attractive stocks, the Adviser studies a company’s business by analyzing its financial information, industry, markets and competitors, visiting its operations and/or interviewing management. Generally, a company is considered for a Growth Fund if the Adviser believes the company’s management team has the ability to execute their business plans and increase market share with innovative products or services, strong balance sheets, a sustainable competitive advantage and/or the access to money to finance their growth. In addition, the Adviser seeks reasonable valuations through modeling such as a dividend discount model, discounted cash flow, return on capital and/or relative company/industry comparisons. Stocks may be sold when conditions have changed and the company’s prospects are no longer attractive, its stock price has achieved the Adviser’s valuation target or better relative investment opportunities have been identified.

Westcore MIDCO Growth Fund invests primarily in the common stock of medium-sized companies. Medium-sized companies may benefit from factors such as new products and services and more entrepreneurial management than larger companies. These companies may also have better opportunities for growth than larger companies by increasing their shares of the markets they serve.

Under normal circumstances, the Fund invests at least 80% of the value of its net assets plus any borrowings for investment purposes in mid-cap companies.* For purposes of this policy, the Fund currently considers mid-cap companies to be companies whose market capitalizations, at the time of purchase, are between $500 million and $12 billion. As of June 30, 2005, the median capitalization of the companies in which the Fund was invested was approximately $4.2 billion.

Westcore Growth Fund invests primarily in the common stock of companies with market capitalizations of $2 billion and above at the time of purchase with the ability to produce superior revenue and earnings growth. The Adviser seeks to blend a portfolio of “core growth holdings” which are suited for multiple business cycles and “tactical growth holdings” which are suited for the current business cycle.

Westcore Select Fund invests primarily in common stock of a limited number of medium-sized companies. Medium-sized companies may benefit from factors such as new products and services and more entrepreneurial management than larger companies. These companies may also have better opportunities for growth than larger companies by increasing their shares of the markets they serve. The Fund currently considers medium-sized companies to be companies whose market capitalizations, at the time of purchase, are between $500 million and $12 billion. The Adviser looks for companies in attractive industries with above average revenue and earnings growth opportunities. The Fund normally invests in a core group of 20 to 35 common stocks. However, the Adviser also has the ability to maintain a substantial amount of the portfolio’s assets invested in cash and short-term equivalents, if it believes market conditions are unfavorable for profitable investing.

Westcore International Frontier Fund emphasizes investments in companies outside the U.S. that have the potential to grow their earnings faster than the general U.S. economy.

The Adviser utilizes a consistent approach to seek companies outside the U.S. which it believes are well positioned within their industry for growth. It also seeks to pay reasonable prices for these businesses. To identify such companies, the Adviser studies a company’s business by analyzing its financial information, industry, markets and competitors, frequently visiting its operations and/or interviewing management. Generally, a company is considered for the Fund if the Adviser believes the company’s management team has the ability to execute their business plans and increase market share with innovative products or services, strong balance sheets and/or the access to money to finance their growth. The Adviser builds the portfolio one company at a time, regardless of where the company is located. It is not constrained by regional, country or industry allocation models that might force it to invest in companies it believes are less attractive. Stocks may be sold when conditions have changed and the company’s prospects are no longer attractive.

Westcore International Frontier Fund invests primarily in a limited number of equity securities of international companies with market capitalizations of $1.5 billion or less at the time of purchase that appear to have above average revenue and earnings growth potential. Under normal circumstances, the Fund invests at least 65% of its assets in common stocks of foreign companies in at least three different developed countries. In addition, the Fund may invest in larger foreign companies or in U.S.-based companies if, in our opinion, they represent better prospects for long-term growth than smaller foreign companies or than foreign companies generally.

The Westcore International Frontier Fund considers foreign companies to include those domiciled outside the United States or with the principal trading market of their securities outside the United States. For purposes of determining the countries in which the Fund invests, the Fund considers developed countries to include Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Fund considers emerging market countries to be those countries not listed as developed countries above.

Westcore Value Funds: emphasize investments in companies that are undervalued and have improving business prospects due to strong company and industry dynamics.

As the first step in identifying stocks for purchase, the Adviser uses a proprietary computer model and/or other valuation tools to find stocks that appear to be undervalued based on traditional measures such as price-to-earnings, price-to-book value and price-to-cash flow ratios. The model and processes also incorporate positive earnings and stock price momentum in order to assist the Adviser in the timing of buy decisions. The second step in the process involves fundamental research of companies in order to evaluate their business model, products and management and their competitive sustainability in order to forecast companies’ free-cash flow. Particular attention is also paid to identifying a catalyst for unleashing the value in a stock. A Value Fund may sell a stock when it reaches an established price target, when the model indicates it is no longer undervalued, when its fundamental business prospects change or better relative investment opportunities have been identified. The following describes our Value Funds, which execute this strategy for the large-, medium- and small-company universes.

Westcore Blue Chip Fund invests in large, well-established companies whose stocks appear to be undervalued.** For the purposes of this policy, the Fund currently considers “large, well-established” companies to be those included in, or similar in size to those included in, Standard & Poor’s 500 Composite Stock Price Index with a record, together with predecessors, equal to or greater than three years of continuous operation. 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 may result in increased stability for the company and a lower-risk investment for the Fund than smaller companies. As of June 30, 2005, the median capitalization of the companies in which the Fund was invested was approximately $30.9 billion.

Westcore Mid-Cap Value Fund invests primarily in medium-sized companies whose stocks appear to be undervalued. Medium-sized companies may benefit from factors such as new products and services and more entrepreneurial management than larger companies. These companies may also have better opportunities for growth than larger companies by increasing their shares of the markets they serve.

Under normal circumstances, at least 80% of the value of this Fund’s net assets plus any borrowings for investment purposes is invested in mid-cap companies.* For purposes of this policy, the Fund currently considers mid-cap companies to be companies with market capitalizations of $500 million to $12 billion at the time of purchase. As of June 30, 2005, the median capitalization of the companies in which the Fund was invested was approximately $3.6 billion.

Westcore Small-Cap Opportunity Fund invests primarily in small companies with unrecognized potential whose stocks appear to be undervalued. Small companies may benefit from factors such as new products and services and more entrepreneurial management than larger companies. Small company stocks may have higher return/risk potential than larger company stocks.

Under normal circumstances, at least 80% of the value of this Fund’s net assets, plus any borrowings for investment purposes, is invested in small-cap companies.* For purposes of this policy, the Fund currently considers small-cap companies to be companies with market capitalizations of $2 billion or less at the time of purchase. As of June 30, 2005, the median capitalization of the companies in which the Fund was invested was approximately $700 million.

** The Fund will notify shareholders 60 days prior to any change in the Fund's investment policies that will result in the Fund investing under normal circumstances, less than 80% of the value of its total net assets in companies that are large and well established at the time of purchase.

Westcore Small-Cap Value Fund invests primarily in dividend paying small-cap companies with unrecognized potential whose stocks appear to be undervalued. Small companies may benefit from factors such as new products and services and more entrepreneurial management than larger companies. Small company stocks may have higher return/risk potential than larger company stocks.

Under normal circumstances, at least 80% of the value of this Fund’s net assets plus any borrowings for investment purposes is invested in small-cap companies.* For purposes of this policy, the Fund currently considers small-cap companies to be companies with market capitalizations of $2 billion or less at the time of purchase. As of June 30, 2005, the median capitalization of the companies in which the Fund was invested was approximately $800 million.

As with any equity fund, the value of your investment will fluctuate over short, or even extended periods of time in response to overall movements in the stock market (market risk). In addition, each of the Equity Funds is subject to the additional risk that the particular types of stocks held by the Fund will underperform other stocks and may decline in value (portfolio management risk). Therefore, you could lose money by investing in the Equity Funds.

Westcore International Frontier Fund’s exposure to foreign markets can regularly affect the net asset value (NAV) and total return of the Fund due to fluctuations in currency exchange rates or changing political or economic conditions in a particular country (foreign risk). Therefore, the value of this Fund may be more volatile than equity funds investing only in domestic companies.

The Fund may use a variety of currency hedging techniques to manage the exchange rate component of foreign risk. If utilized, the Adviser believes these techniques will benefit the Fund, however the Fund’s performance could be worse if the Adviser’s judgment proves incorrect.

Westcore International Frontier, Westcore Small-Cap Opportunity and Westcore Small-Cap Value Funds are subject to the additional risk that the stocks of smaller and newer issuers can be more volatile due to lack of financial resources, product diversification and competitive strengths of larger companies (small company risk). Therefore, the value of these Funds may be more volatile.

Westcore Select Fund is non-diversified. This means it may invest in fewer investments than diversified funds. These investments may react similarly to certain negative market or industry conditions. Also the appreciation or depreciation of a single stock may have a greater impact on net asset value than if the Fund held a greater number of issues (non-diversification risk). Therefore, the value of this Fund may be more volatile than funds that hold a greater number of issuers.

The Westcore Equity Funds, but predominantly Westcore Growth, Westcore Select, Westcore International Frontier and Westcore Mid-Cap Value Funds have participated and may continue to participate in the initial public offering (IPO) market. A significant portion of the Funds’ returns may be attributable to their investments in IPOs. If the Funds have a smaller asset base, IPOs may have a magnified impact. As the Funds’ assets grow, it is probable that the effect of the Funds’ investments in IPOs on its total returns will decline, which may reduce the Funds’ total returns. In addition, IPO shares, in particular, are subject to market risk and may be difficult or impossible to sell at the time and price that the Fund would like (liquidity risk). The price of IPO shares can be volatile, due to factors including the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited investor information (IPO risk). The purchase of IPO shares may also involve higher transaction costs.

An investment in the Westcore Equity Funds is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.

The Westcore Bond Funds are designed for long-term investors seeking current income who can tolerate the risks associated with investing in bonds.

Upon notice to shareholders, each Fund’s investment objective may be changed by the Trust’s Board of Trustees without the approval of shareholders.

Westcore Flexible Income Fund invests primarily in a wide variety of income-producing securities such as corporate bonds and notes, government securities and high-yielding equity securities. Under normal circumstances, the Fund will invest at least 80% of the value of its net assets plus any borrowings for investment purposes in income-producing securities.* The Fund may invest up to 20% of its assets in common stocks, primarily dividend paying. The Fund may own an unlimited amount of high-yield/high-risk bonds.

Westcore Plus Bond Fund invests primarily in investment-grade debt securities – those rated in the top four rating categories by at least one nationally recognized rating agency such as Moody’s or Standard and Poor’s (“Rating Agencies”). Under normal circumstances, the Fund will invest at least 80% of the value of its net assets plus any borrowings for investment purposes in fixed income securities of varying maturities.* The dollar-weighted average quality is expected to be “Baa” or better. A “Baa” rating typically is the lowest of the four investment-grade categories, and includes medium-grade bonds where interest and principal payments appear adequate presently, but certain protective elements may be lacking or may be unreliable over any great length of time. The Fund may invest up to 35% of its assets in high-yield/high-risk securities, meaning equity and equity related securities and below investment-grade bonds.

The Funds emphasize corporate bonds, which may generate more income than government securities. Corporate bonds also provide opportunities for the Adviser’s research to identify companies with stable or improving credit characteristics, which may result in price appreciation. In addition, the Funds may invest in other securities, including high yielding equity securities, debt issued by REITs, mortgage-backed and asset-backed bonds and collateralized debt obligations, which may also offer higher interest yield than government bonds. The attractiveness of high yielding equity securities, REIT debt, corporate bonds, mortgage- and asset-backed bonds and collateralized debt obligations relative to government bonds is monitored to determine the target weightings for each sector. The combination of valuation and a disciplined credit research process is the basis for buy/sell decisions.

Westcore Colorado Tax-Exempt Fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes in bonds issued by or on behalf of the state of Colorado, other states, territories and possessions of the United States, the District of Columbia and their respective authorities, instrumentalities and political subdivisions. Under normal circumstances, the Fund will invest at least 80% of the value of its net assets plus any borrowings for investment purposes in investments, the income from which is exempt from both federal and Colorado state income tax, including securities of issuers not located in Colorado if the income from such securities is so exempt. Investments in which the interest is treated as a specific tax preference item under the federal alternative minimum tax are considered taxable, for the purpose of the 80% limitation discussed above.

The Adviser invests in Colorado municipal bonds that are 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 25% of its total assets in Colorado municipal bonds rated at the time of purchase in the fourth highest investment-grade category. The fourth category is the lowest investment-grade category, and these obligations have speculative characteristics. The Fund may invest in unrated bonds if the Adviser determines they are comparable in quality to instruments that meet the Fund’s rating requirements.

The Adviser’s strategy emphasizes quality. To fully understand the issuers’ ability to generate revenues or levy taxes in order to meet their obligations, the Adviser researches the financial condition of various counties, public projects, school districts and taxing authorities whose bonds the Fund owns or may purchase. The Fund holds bonds from all areas of the state to reduce the risk to the portfolio of any one local economy that is suffering. The Adviser enhances the quality of the Fund's holdings by seeking to invest at least 50% of its assets in bonds where the risk of interest and principal payment default is protected by a third-party insurer or the issue is secured by U.S. Government securities as collateral.

If the rating on an obligation held by a Fund is reduced below the Fund’s rating requirements, the Adviser will sell the obligation if and when the Adviser determines it is in a Fund’s best interest to do so.

Although bond funds may fluctuate less in value than equity funds, bond fund returns and yields will vary. Therefore, you could lose money by investing in the Bond Funds.

A principal risk of investing in bond funds is that the value of these securities will fall if interest rates rise (interest rate risk). Generally, the value of a fixed-income portfolio will decrease when interest rates rise, which means the Bond Fund’s net asset value (NAV) will likewise decrease. Another principal risk associated with bond funds is credit risk, which is the risk that an issuer will be unable to make principal and interest payments when due or the price changes due to a downgrade in the credit quality of the issuer. Corporate bonds are generally subject to higher levels of credit risk than government bonds.

A general decline in interest rates may result in prepayments of certain obligations the Bond Funds will acquire. These prepayments may require the Fund to reinvest at a lower rate of return. They may also reduce the Fund’s share price, because the value of those securities may depreciate or may not appreciate as rapidly as debt securities, which cannot be prepaid (prepayment risk).

Each of the Bond Funds are also subject to the additional risk that particular types of securities held by the Bond Fund will underperform other securities and may decline in value (portfolio management risk).

Westcore Flexible Income and Plus Bond Funds are subject to additional risks in that each may invest in high-yield/high-risk bonds (commonly referred to as “junk” bonds). These are bonds rated below investment grade by a Rating Agency or are unrated and determined to be of comparable quality by the Adviser, and may include bonds that are already in default. Lower quality bonds may be more difficult or impossible to sell at the time and price that a Fund would like, making these Funds subject to greater levels of liquidity risk than other bond funds that do not invest in such securities. In addition, lower quality bonds may also make these Funds subject to greater levels of interest rate and credit risk than other bond funds that do not invest in such securities. High-yield bonds are considered predominantly speculative with respect to the issuer’s continuing ability to make principal and interest payments. In addition, there may be less of a market for these securities, which could make it harder to sell them at an acceptable price. This type of investment is therefore subject to higher volatility in prices, which can result in a corresponding high volatility in the value of these Funds’ NAV.

Westcore Flexible Income and Plus Bond Funds’ exposure to equity and equity-related securities can regularly affect the NAV and total return of these Funds due to fluctuations in the overall movements in the stock market (market risk).

Westcore Colorado Tax-Exempt Fund is subject to the additional risk that it concentrates its investments in instruments issued by or on behalf of the state of Colorado (state specific risk). Due to the level of investment in municipal obligations issued by the state of Colorado and its political subdivisions, the performance of the Fund will be closely tied to the economic and political conditions in the state of Colorado. Therefore, an investment in the Fund may be riskier than an investment in other types of municipal bond funds. Also, the Fund’s performance may be dependent upon fewer securities than is the case with a less concentrated portfolio, such as a national tax-exempt fund. The Westcore Colorado Tax-Exempt Fund is not diversified as defined in the Investment Company Act of 1940. Funds that are diversified have restrictions against investing too much of their assets in the securities of any one "issuer." That means that the Westcore Colorado Tax-Exempt Fund may invest more of its assets in the securities of a single issuer than a fund that is diversified.

An investment in these Bond Funds is not a bank deposit and is not insured or guaranteed by the FDIC or any other government agency.

The bar charts and tables on the following pages provide an indication of the risk of investing in the Funds by showing changes in the Funds’ performance from year to year and by showing how the Funds’ average annual returns for one, five and ten years as well as since inception compared with those of a widely recognized, unmanaged index of securities, as appropriate. The bar charts and performance tables assume reinvestment of dividends and distributions. The Funds’ past performances (before and after taxes) does not necessarily indicate how they will perform in the future.

Best Quarter and Worst Quarter figures apply only to the period covered by the chart.

Average Annual Total Returns Before Taxes. These returns do not reflect taxes on distributions on a Fund’s shares nor do they show how performance can be impacted by taxes when shares are redeemed (sold) by you.

Average Annual Total Returns After Taxes on Distributions. These returns assume that taxes are paid on distributions on a Fund’s shares (i.e., dividends and capital gains) but do not reflect taxes that may be incurred upon redemption (sale) of the shares at the end of the performance period.

Average Annual Total Returns After Taxes on Distributions and Sale of Fund Shares. These returns reflect taxes paid on distributions on a Fund’s shares and taxes applicable when the shares are redeemed (sold).

Note on Tax Rates. The after-tax performance figures are calculated using the historically highest individual federal marginal income tax rates at the time of the distributions (as of the date of this Prospectus, 35% for ordinary income dividends and 15% for capital gains distributions) and do not reflect state and local taxes.