Exhibit 6(c)
AMENDMENT NO. 1 TO AMENDED AND
RESTATED INVESTMENT ADVISORY AGREEMENT
This Amendment No. 1 dated as of the 20th day of September 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 November 1, 2000 (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, Growth Fund, (formerly known as
the Growth and Income Fund), Plus Bond Fund (formerly known as the Westcore
Intermediate Term Bond Fund), Small-Cap Opportunity Fund, MIDCO Growth Fund,
Flexible Income Fund (formerly known as the Long-Term Bond Fund), Blue Chip
Fund, Mid-Cap Opportunity Fund, Select Fund and International Frontier 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 Value Fund and that it desires to retain the
Advisor to act as the investment adviser therefore, and the Adviser has notified
the Trust that it is willing to serve as investment adviser for the Small-Cap
Value Fund;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree to follows:
1. Appointment: The Trust hereby appoints the Adviser to act as
investment adviser to the Trust for Small-Cap Value Fund for the period and on
the terms set forth in the Advisor 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 Value Fund, the
Trust will pay the Adviser and the Adviser will accept as full compensation
therefore fees, computed daily and paid monthly, based on the net assets of the
Small-Cap Value Fund considered separately on a per-Fund basis, at the annual
rate of 1.00% of the net assets of the Small-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 Small-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: /s/ XXXXXXX X. XXXXX
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DENVER INVESTMENT ADVISORS LLC
By: /s/ XXXXXXX X. XXXXX
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Title: Executive Manager
