EX-99.D ADVSR CONTR 2 ex-d4.htm Exhibit (d)(4)

                                                                                    Exhibit (d)(4)

Denver Investment Advisors LLC
ALPS Mutual Funds Services, Inc.
c/o Westcore Trust
1625 Broadway, Suite 2200
Denver, Colorado  80202

September 28, 2005

Jack Henderson
Chairman
Westcore Trust
1600 Broadway, Suite 1410
Denver, CO  80202

Re:       Westcore Trust (the "Trust")

Dear Mr. Henderson:

By our execution of this letter agreement (this "Agreement"), the undersigned parties agree that in order to improve the performance of certain of the Trust's portfolios, they will voluntarily waive a portion of the investment advisory and/or administration fees and/or reimburse additional Trust expenses for the period commencing September 28, 2005 through September 28, 2006 so that total annual operating expenses of each portfolio of the Trust do not exceed the amounts set forth in column 6 of Attachment A.

The parties acknowledge that they will not be entitled to collect on or make a claim for waived fees or reimbursed expenses at any time in the future.  The parties agree to continue such waivers for the applicable Funds at least through September 28, 2006.

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 as amended July 16, 1990 and as may be further amended from time to time 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.

 

ALPS MUTUAL FUNDS SERVICES, INC. DENVER INVESTMENT ADVISORS LLC

  

By:/s/ Jeremy O. May                          

By:  /s/ Todger Anderson

Name: Jeremy O. May

Name:  Todger Anderson

Title:   Managing Director

Title:     Chairman

   

Your signature below acknowledges

acceptance of this Agreement:   

  

WESTCORE TRUST

  

By: /s/ Jack D. Henderson

Name:  Jack D. Henderson

Title:     Chairman

     



Attachment A

Westcore Trust

Fee Waivers and Expense Reimbursements for the Period Ended September 28, 2006

Fund

Denver Investment Advisors LLC- Contractual Investment Advisory Fees (as a % of average daily net assets):

Other Expenses before fee waivers (as a % of average daily net assets):

Total Annual Fund Operating Expenses Before Waivers (as a % of average daily net assets):

Total Fee Waiver and Expense Reimbursement (as a % of average daily net assets):

Denver Investment Advisors LLC and ALPS Mutual Fund Services agree to Waive Administration Fees and Denver Investment Advisors LLC agrees to waive Investment Advisory Fees and/or Reimburse Expenses so that Net Annual Fund Operating Expenses as set forth in the prospectus will not exceed the following amounts until at least September 28, 2006 (as a % of average daily net assets):

MIDCO Growth

0.65%

0.46%

1.11%

-

1.15%

Growth

0.65%

0.48%

1.13%

-

1.15%

Blue Chip

0.65%

0.56%

1.21%

(0.06)%

1.15%

Mid-Cap Value

0.75%

0.70%

1.45%

(0.20)%

1.25%

Small-Cap Opportunity

1.00%

0.69%

1.69%

(0.39)%

1.30%

Small-Cap Value

1.00%

1.94%

2.94%

(1.64)%

1.30%

Select

0.65%

1.18%

1.83%

(0.68)%

1.15%

Flexible Income

0.45%

0.52%

0.97%

(0.12)%

0.85%

Plus Bond

0.45%

0.55%

1.00%

(0.45)%

0.55%

Colorado Tax-Exempt

0.50%

0.57%

1.07%

(0.42)%

0.65%

International Frontier Fund

1.20%

0.92%

2.12%

(0.62)%

1.50%