ADDENDUM NO. 2 TO AMENDED AND
RESTATED INVESTMENT ADVISORY AGREEMENT
This Addendum No. 2, dated as of the 1st day of
October, 1999, 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 Small-Cap Growth
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 Small-Cap
Growth 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 Small-
Cap Growth 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 Small-Cap Growth 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 Small-Cap Growth Fund considered separately on a per-Fund
basis, at the annual rate of 1.00% of the net assets of the Small-Cap
Growth 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 Small-Cap Growth 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: /s/ Xxxx X.
Xxxxxxxxx
Xxxx X.
Xxxxxxxxx
DENVER
INVESTMENT ADVISORS LLC
By: /s/ Xxxxxxx X.
Xxxxx
Xxxxxxx X.
Xxxxx
Title: Managing
Director
Westcore
Funds
Exhibit (d)(3)
PHTRANS\283701\4 -2-
