AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Amendment No. 1 dated as of February, 1998, is entered into by
ENDEAVOR INVESTMENT ADVISERS (the "Company") and FIRST DATA INVESTOR SERVICES
GROUP, INC. ("Investor Services Group").
WHEREAS, the Company and The Boston Company Advisors, Inc. entered into
an Administration Agreement dated as of March 28, 1991 which agreement was
assigned to Investor Services Group on April 24, 1994, and which Agreement was
further amended and restated by the parties on July 1, 1997;
WHEREAS, the Company and Investor Services Group wish to amend the
Agreement to revise certain schedules;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. Schedule A to the Agreement is hereby deleted in full and replaced with
the attached Schedule A.
II. Schedule B to the Agreement is hereby deleted in full 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 No. 1
as of the date and year first written above.
ENDEAVOR INVESTMENT ADVISERS
By: __________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________
SCHEDULE A
TCW Money Market Portfolio
TCW Managed Asset Allocation Portfolio
X. Xxxx Price International Stock Portfolio
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
Opportunity Value Portfolio
Enhanced Index Portfolio
Select 50 Portfolio
High Yield Fund
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 TCW Money Market Portfolio, TCW
Managed Asset Allocation Portfolio, X. Xxxx Price International Stock Portfolio,
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, Opportunity Value Portfolio and Enhanced Index
Portfolio.
In addition the Company shall pay Investor Services Group the following fees for
servicing the Select 50 Portfolio:
Flat fee :
$40,000 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.
Asset Based Fee:
An additional fee of .01% on the Select 50 Portfolio's net assets will
be charged.
In addition the Company shall pay Investor Services Group the following fees for
servicing the High Yield Fund:
[TO BE INSERTED]
o Investor Services Group shall be entitled to collect all out-of-pocket fees
described in Schedule C to Amendment No. 4.
