<PAGE> 1
EXHIBIT(d)(6)
DENVER INVESTMENT ADVISORS LLC
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of October 1, 2000 between WESTCORE TRUST, a
Massachusetts business trust (the "Trust"), and DENVER INVESTMENT ADVISORS LLC
(the "Investment Adviser"), a Colorado limited liability company.
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended ("1940
Act");
WHEREAS, pursuant to that certain Amended and Restated
Investment Advisory Agreement, dated as of October 1, 1995 (the "Former Advisory
Agreement"), between the Investment Advisor and the Trust, as amended by
Addendum No. 1 dated October 1, 1998, Addendum No. 2 dated October 1, 1999,
Addendum No. 3 dated October 1, 1999, and Addendum No. 4 dated December 15, 1999
(collectively, the "Addenda"), the Trust has retained the Investment Adviser to
furnish investment advisory and other services to the Trust for its Cash Reserve
Fund, Colorado Tax-Exempt Fund, Growth and Income Fund (formerly known as the
Equity Income Fund), Plus Bond Fund (formerly known as the 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 (formerly known as
the Modern Value Equity Fund), Mid-Cap Opportunity Fund, Small-Cap Growth Fund,
Select Fund and International Frontier Fund (together with the New Fund (as
hereinafter defined), collectively, the "Funds");
WHEREAS, the Trust and the Investment Adviser desire to amend
and restate the Former Advisory Agreement so that the Former Advisory Agreement
and all of the Addenda will be reflected in a single document;
WHEREAS, Section 1(b) of the Former Advisory Agreement
provides that if 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 Former 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 (the "New
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 New Fund; and
WHEREAS, the Investment Advisor and the Trust desire to amend
and restate the Former Advisory Agreement as set forth herein.
<PAGE> 2
NOW THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT.
(a) The Trust hereby appoints the Investment Adviser
to act as investment adviser to each Fund, in each case, for
the period and on the terms set forth in this Agreement. The
Investment Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation
herein provided.
(b) In the event that the Trust establishes one or
more series or portfolios other than the Funds with respect to
which it desires to retain the Investment Adviser to act as
investment adviser hereunder, it shall notify the Investment
Adviser in writing. If the Investment Adviser is willing to
render such services under this Agreement, it shall notify the
Trust in writing whereupon such series or portfolio shall
become a Fund hereunder and shall be subject to the provisions
of this Agreement to the same extent as each Fund except to
the extent that said provisions (including those relating to
the compensation payable by the Trust to the Investment
Adviser) are modified with respect to such Fund in writing by
the Trust and the Investment Adviser at the time. The term
"Fund" herein shall refer to each such Fund as referred to in
the foregoing sentence together with each existing Fund.
2. DELIVERY OF DOCUMENTS.
The Trust has furnished the Investment Adviser with copies
properly certified or authenticated of each of the following:
(a) The Trust's Amended and Restated Declaration of
Trust, as filed with the Secretary of State of the
Commonwealth of Massachusetts on November 19, 1987, and all
amendments thereto (such Declaration of Trust, as presently in
effect and as it shall from time to be amended, is herein
called the "Declaration of Trust");
(b) The Trust's Code of Regulations and amendments
thereto;
(c) Post-Effective Amendment No. 51 to the Trust's
Registration Statement on Form N-1A under the Securities Act
of 1933 as amended ("1933 Act") (File No. 2-75677) and under
the 1940 Act;
(d) The most recent prospectus of each Fund (such
prospectus together with the related statement of additional
information, as presently in effect and all amendments and
supplements thereto, are herein called "Prospectus").
-2-
<PAGE> 3
The Trust will furnish the Investment Adviser from time to time with copies of
all amendments of or supplements to the foregoing, if any.
3. MANAGEMENT.
Subject to the supervision of the Trust's Board of Trustees,
the Investment Adviser will provide a continuous investment program for each
Fund, including investment research and management with respect to all
securities, investments, cash and cash equivalents in each Fund. The Investment
Adviser will determine from time to time what securities and other investments
will be purchased, retained or sold by each Fund. The Investment Adviser will
provide the services rendered by it under this Agreement in accordance with each
Fund's investment objective, policies and restrictions as stated in the
Prospectus for each Fund and resolutions of the Trust's Board of Trustees.
Without limiting the generality of the foregoing, the Investment Adviser shall:
(a) Furnish to the Board of Trustees statistical and
economic information as may be requested; and
(b) Recommend potential changes in investment policy.
The Investment Adviser further agrees that it shall:
(c) Update each Fund's cash availability throughout
the day as required;
(d) Maintain historical tax lots for each portfolio
security held by each Fund;
(e) Transmit trades to the Trust's custodian for
proper settlement;
(f) Maintain all books and records with respect to
each Fund's securities transactions;
(g) Supply the Trust and its Board of Trustees with
reports and statistical data as requested; and
(h) Prepare a quarterly broker security transaction
summary and monthly security transaction listing for each
Fund.
4. OTHER COVENANTS.
The Investment Adviser agrees that it:
(a) Will comply with all applicable Rules and
Regulations of the Securities and Exchange Commission and will
conduct its activities under this Agreement in accordance with
other applicable law;
-3-
<PAGE> 4
(b) Will use the same skill and care in providing
such services as it uses in providing services to fiduciary
accounts for which it has investment responsibilities; and
(c) Will place orders pursuant to its investment
determinations for each Fund either directly with the issuer
or with any broker or dealer. In executing portfolio
transactions and selecting brokers or dealers, the Investment
Adviser will use its best efforts to seek on behalf of each
Fund the best overall terms available. In assessing the best
overall terms available for any transaction, the Investment
Adviser shall consider all factors that it deems relevant,
including the breadth of the market in the security, the price
of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of
the commission, if any, both for the specific transaction and
on a continuing basis. In evaluating the best overall terms
available, and in selecting the broker-dealer to execute a
particular transaction, the Investment Adviser may also
consider the brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to each Fund and/or other accounts over which
the Investment Adviser or an affiliate of the Investment
Adviser exercises investment discretion. The Investment
Adviser is authorized, subject to the prior approval of the
Trust's Board of Trustees, to pay to a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for each Fund which is in
excess of the amount of commission another broker or dealer
would have charged for effecting that transaction if, but only
if, the Investment Adviser determines in good faith that such
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer -- viewed in terms of that particular transaction or in
terms of the overall responsibilities of the Investment
Adviser to the Fund. In addition, the Investment Adviser is
authorized in allocating purchase and sales orders for
portfolio securities to brokers or dealers (including brokers
and dealers that are affiliated with the Investment Adviser or
the Trust's principal underwriter) to take into account the
sale of shares of the Trust by the broker or dealer if the
Investment Adviser believes that the quality of the
transaction and the commission are comparable to what they
would be with other qualified firms. In no instance, however,
will portfolio securities be purchased from or sold to the
Investment Adviser, the Trust's principal underwriter or any
affiliated person of either the Trust, the Investment Adviser
or the principal underwriter, acting as principal in the
transaction, except to the extent permitted by the Securities
and Exchange Commission.
5. SERVICES NOT EXCLUSIVE.
The services furnished by the Investment Adviser hereunder are
deemed not to be exclusive, and the Investment Adviser shall be free to furnish
similar services to others so long as its services under this Agreement are not
impaired thereby. To the extent that the purchase or sale of securities or other
investments of the same issuer may be deemed by the Investment
-4-
<PAGE> 5
Adviser to be suitable for two or more accounts managed by the Investment
Adviser, the available securities or investments may be allocated in a manner
believed by the Investment Adviser to be equitable to each account. It is
recognized that in some cases this procedure may adversely affect the price paid
or received by a Fund or the size of the position obtainable for or disposed of
by a Fund.
6. BOOKS AND RECORDS.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Investment Adviser hereby agrees that all records which it
maintains for the Funds are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Investment Adviser further agrees to preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
7. EXPENSES.
During the term of this Agreement, the Investment Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities, commodities and other investments
(including brokerage commissions and other transaction costs, if any) purchased
or sold for a Fund. If the expenses borne by a Fund in any fiscal year exceed
the applicable expense limitations imposed by the securities regulations of any
state in which its shares are registered or qualified for sale to the public,
the Investment Adviser shall reimburse the Fund for any such excess to the
extent that said securities regulations so require. Such expense reimbursement,
if any, will be estimated, reconciled and paid on a monthly basis.
8. COMPENSATION.
For the services provided and the expenses assumed pursuant to
this Agreement, the Trust will pay the Investment Adviser and the Investment
Adviser will accept as full compensation therefor a fee, computed daily and
payable monthly, at the annual rate of 0.50% of the average daily net assets of
the Cash Reserve Fund, 0.50% of the average daily net assets of the Colorado
Tax-Exempt Fund, 0.65% of the average daily net assets of the Growth and Income
Fund, 0.45% of the average daily net assets of the Plus Bond Fund, 1.00% of the
average daily net assets of the Small-Cap Opportunity Fund, 0.65% of the average
daily net assets of the MIDCO Growth Fund, 0.45% of the average daily net assets
of the Flexible Income Fund, 0.65% of the average daily net assets of the Blue
Chip Fund, 0.75% of the average daily net assets of the Mid-Cap Opportunity
Fund, 1.00% of the average daily net assets of the Small-Cap Growth Fund, 0.65%
of the average daily net assets of the Select Fund, 1.20% of the average daily
net assets of the International Frontier Fund and 1.05% of the average daily net
assets of the International Select Fund. As this Agreement covers multiple
portfolios of the Trust, fees that are attributable to each portfolio shall be a
separate charge to such portfolio and shall be the several (and not joint or
joint and several) obligation of each such portfolio.
-5-
<PAGE> 6
9. LIMITATION OF LIABILITY.
The Investment Adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by the Trust in connection
with the performance of this Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of the Investment Adviser in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.
10. DURATION AND TERMINATION.
This Agreement shall become effective as of the date hereof
and, unless sooner terminated as provided herein, shall continue in effect until
September 30, 2001. Thereafter, if not terminated, this Agreement shall
automatically continue in effect as to a particular fund for successive annual
periods, provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Trust's Board of Trustees
who are not interested persons of any party to this Agreement, cast in person at
a meeting called for the purpose of voting on such approval, and (b) by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of such fund. Notwithstanding the foregoing, this Agreement may be
terminated as to any fund at any time, without the payment of any penalty, by
the Trust (by vote of the Trust's Board of Trustees or by vote of a majority of
the outstanding voting securities of such Fund), or by the Investment Adviser on
sixty days written notice. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meaning as such terms have in the 1940 Act.)
Effective the date hereof, this Agreement amends and restates
the Former Advisory Agreement.
11. AMENDMENT OF THIS AGREEMENT.
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought. No amendment of this Agreement shall be effective as to a
particular fund until approved by vote of a majority of the outstanding voting
securities of such fund.
12. MISCELLANEOUS.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by Colorado law.
-6-
<PAGE> 7
13. NAMES.
The names "Westcore Trust" and "Trustees of Westcore Trust"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Amended and
Restated Declaration of Trust dated November 19, 1987 which is hereby referred
to and a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and the principal office of the Trust. The
obligations of "Westcore Trust" entered into in the name or on behalf thereof by
any of the Trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the Trust Property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust Property belonging to such class for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day and
year first above written.
WESTCORE TRUST
Attest: BY:
------------------------
TITLE:
------------------------ ------------------------
[SEAL]
DENVER INVESTMENT ADVISORS LLC
Attest: BY:
------------------------
TITLE:
------------------------ ------------------------
[SEAL]
-7-
