Exhibit (d)
DENVER INVESTMENT ADVISORS LLC
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of November 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.
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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").
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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:
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(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;
(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.
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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 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.
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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.
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.)
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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.
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.
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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: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TITLE: Vice President
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[SEAL]
DENVER INVESTMENT ADVISORS LLC
Attest: BY: /s/ ▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ TITLE: Vice President
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[SEAL]
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