Amendment No. 5 to Second Amended and Restated Administration Agreement
Exhibit
(h)(1)(vi)
Amendment
No. 5 to Second Amended and Restated Administration Agreement
This
Amendment No. 5 to Second Amended and Restated Administration Agreement (this
“Amendment”), dated October 16, 2008 among Westcore Trust, a Massachusetts
business trust (the “Trust”), Denver Investment Advisors LLC, a Colorado limited
liability company (“DIA”), and ALPS Fund Services, Inc., a Colorado corporation
(“ALPS,” together with DIA, the “Administrators”).
WHEREAS,
the Trust, DIA and ALPS entered into a Second Amended and Restated
Administration Agreement dated January 1, 2006, as amended (the
“Agreement”);
WHEREAS,
on May 21, 2008, ALPS, DIA and the Trust amended the Agreement to include a new
series of the Trust named the Micro-Cap Opportunity Fund (the “Fund”) and wish
to further amend the Agreement to include the fees to be paid to the
Administrators in connection with the Fund.
NOW
THEREFORE, in consideration of the mutual covenants herein contained and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. In
consideration of services rendered to the Fund pursuant to the Agreement, the
Trust will pay the Administrators jointly the fees, computed daily and payable
monthly, at rates and in the amounts as follows:
$10,000
for assets between $10 and $9,999,999;
$7,500
for assets between $10 million and $19,999,999;
$5,000
for assets between $20 million and $29,999,999;
$2,500
for assets between $30 million and $39,999,999; and
No fee at
assets of $40 million or greater.
These
fees are charged directly to the Fund based on the Fund’s assets in accordance
with the above schedule.
2. Except
as specifically set forth herein, all other provisions of the Agreement shall
remain in full force and effect. Any items not herein defined shall
have the meaning ascribed to them in the Agreement.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Amendment as of the date first written above.
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ALPS FUND SERVICES,
INC.
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By: /s/
Xxxxxx X. Xxxxxx
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By: /s/
Xxxxxx X. May
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Name: Xxxxxx X.
Xxxxxx
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Name: Xxxxxx X.
May
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Title: Treasurer
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Title: Managing
Director
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DENVER INVESTMENT ADVISORS,
LLC
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By: /s/
Todger Xxxxxxxx
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Name: Todger
Xxxxxxxx
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Title: Chairman
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