ADDENDUM NO. 1 TO AMENDED AND
RESTATED INVESTMENT ADVISORY AGREEMENT
This Addendum No. 1, dated as of the ____ day of __________, 1998, is
entered into between WESTCORE TRUST (the "Trust"), a Massachusetts business
trust and DENVER INVESTMENT ADVISORS LLC, a Colorado limited liability company,
located in Denver, Colorado (the "Adviser").
WHEREAS, the Trust and the Adviser have entered into an Advisory
Agreement dated as of October 1, 1995 (the "Advisory Agreement"), pursuant to
which the Trust appointed the Adviser to act as investment adviser to the Trust
for its Cash Reserve Fund, Colorado Tax-Exempt Fund, Equity Income Fund,
Intermediate-Term Bond Fund, Small-Cap Opportunity Fund, MIDCO Growth Fund,
Long-Term Bond Fund and Blue Chip Fund (the "Funds").
WHEREAS, Section 1(b) of the Advisory Agreement provides that in the
event the Trust establishes one or more additional investment portfolios with
respect to which it desires to retain the Adviser to act as the investment
adviser under the Advisory Agreement, the Company shall so notify the Adviser in
writing, and if the Investment Adviser is willing to render such services it
shall notify the Trust in writing.
WHEREAS, the Trust has notified the Adviser that it has established
one new portfolio, namely the Mid-Cap Value Fund and that it desires to retain
the Adviser to act as the investment adviser therefor, and the Adviser has
notified the Trust that it is willing to serve as investment adviser for the
Mid-Cap Value Fund;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints the Adviser to act as
investment adviser to the Trust for the Mid-Cap Value Fund for the period and on
the terms set forth in the Advisory Agreement. The Adviser hereby accepts such
appointment and agrees to render the services set forth in the Advisory
Agreement for the compensation herein provided.
2. COMPENSATION. For the services provided and the expenses assumed
pursuant to the Advisory Agreement with respect to the Mid-Cap Value Fund, the
Trust will pay the Adviser and the Adviser will accept as full compensation
therefor fees, computed daily and paid monthly, based on the net assets of the
Mid-Cap Value Fund considered separately on a per-Fund basis, at the
annual rate of .75% of the net assets of the Mid-Cap Value Fund.
3. CAPITALIZED TERMS. From and after the date hereof, the term
"Fund" as used in the Advisory Agreement shall be deemed to include the Mid-Cap
Value Fund. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Advisory Agreement.
4. MISCELLANEOUS. Except to the extent supplemented hereby, the
Advisory Agreement shall remain unchanged and in full force and effect and is
hereby ratified and confirmed in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first above written.
WESTCORE TRUST
By:
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Title:
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DENVER INVESTMENT ADVISORS LLC
By:
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Title:
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