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EXHIBIT (d)(6)
ADDENDUM NO. 5 TO AMENDED AND
RESTATED INVESTMENT ADVISORY AGREEMENT
This Addendum No. 5, dated as of the __th day of __________,
2000, 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 a new portfolio, namely the International Select 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 International Select 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 International Select 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 International
Select 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 International Select Fund considered separately on a per-Fund
basis, at the annual rate of ____% of the net assets of the International Select
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
International Select Fund. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Advisory Agreement.
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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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DENVER INVESTMENT ADVISORS LLC
By:
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Title:
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