AMENDMENT NO. 2 TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Amendment No. 2 dated as of February 1, 1999, is entered into by
ENDEAVOR MANAGEMENT CO. (the "Company") and FIRST DATA INVESTOR SERVICES GROUP,
INC. ("Investor Services Group").
WHEREAS, Endeavor Investment Advisers ("EIA") and Investor Services
Group entered into an Amended and Restated Administration Agreement dated as of
July 1, 1997 (the "Agreement");
WHEREAS, EIA, effective January 1, 1999, assigned all of its rights and
obligations under the Agreement to the Company;
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to revise certain Schedules to the Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. Schedule A to the Agreement shall be deleted in its entirety and
:replaced with the attached Schedule A.
II. Schedule B to the Agreement shall be deleted in its entirety and
:replaced with the attached Schedule B.
III. Except to the extent amended hereby, the Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date and year first written above.
ENDEAVOR MANAGEMENT CO.
By: __________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________
SCHEDULE A
Endeavor Money Market Portfolio
Endeavor Asset Allocation Portfolio
X. Xxxx Price International Stock Portfolio
Endeavor Value Equity Portfolio
Dreyfus Small Value Cap Portfolio
Dreyfus U.S. Government Securities Portfolio
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price Growth Stock Portfolio
Endeavor Opportunity Value Portfolio
Endeavor Enhanced Index Portfolio
Endeavor Select 50 Portfolio
Endeavor High Yield Portfolio
Endeavor Janus Growth Portfolio
SCHEDULE B
FEE SCHEDULE
The Company shall pay Investor Services Group the following fees for servicing
the Existing Portfolios (as hereinafter defined):
o a flat fee of $650,000 per annum, provided that the aggregate net
assets of the Existing Portfolios do not exceed $1 billion.
o if the aggregate net assets of the Existing Portfolios exceed $1
billion, Investor Services Group shall also be entitled to receive a
fee of .01% of any net assets in excess of $1 billion in addition to
the flat fee of $650,000.
o if the aggregate net assets of the Existing Portfolios fall below $850
million, the foregoing fees will be subject to renegotiation.
The "Existing Portfolios" shall consist of Endeavor Money Market Portfolio,
Endeavor Asset Allocation Portfolio, X. Xxxx Price International Stock
Portfolio, Endeavor Value Equity Portfolio, Dreyfus Small Cap Value Portfolio,
Dreyfus U.S. Government Securities Portfolio, X. Xxxx Price Equity Income
Portfolio, X. Xxxx Price Growth Stock Portfolio, Endeavor Opportunity Value
Portfolio and Endeavor Enhanced Index Portfolio.
In addition the Company shall pay Investor Services Group the following fees for
servicing the Endeavor Select 50 Portfolio, the Endeavor High Yield Portfolio
and the Endeavor Janus Growth Portfolio:
Flat fee:
$40,000 per fund per annum which will be added to the flat fee
of $650,000 per annum
First year flat fee will be reduced by $10,000 per annum (with
respect to the Endeavor Select 50 Portfolio only).
Asset Based Fee:
An additional fee of .01% on the net assets of the Endeavor
Select 50 Portfolio, the Endeavor High Yield Portfolio and the Endeavor Janus
Growth Portfolio will be charged.
o Investor Services Group shall be entitled to collect all out-of-pocket
fees described in Schedule C to the Agreement.
