AMENDMENT NO. 4 TO THE
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Amendment No. 4 dated as of July 1, 1997, is entered into by ENDEAVOR
INVESTMENT ADVISERS (the "Company") and FIRST DATA INVESTOR SERVICES GROUP, INC.
("FDISG").
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 FDISG on April 24, 1994 (the "Administration Agreement");
WHEREAS, the Company and FDISG wish to amend the Administration
Agreement to amend certain provisions of the Administration Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. The Fee Schedule referred to in Section 4 of the Administration
Agreement is hereby deleted in full and replaced with the following:
The Company shall pay FDISG 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, FDISG 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. x o if 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. The fees to be paid by the Company to FDISG for servicing any
additional Portfolios shall be those fees agreed to by FDISG and the Company in
writing prior to the commencement of services for such Portfolios.
III. The Schedule A referred to in Section 4 of the Administration
Agreement is hereby deleted in full and replaced with the following:
Out-of-Pocket Expenses
A billing for the recovery of applicable out-of-pocket
expenses will be made as of the end of each month. Out-of-pocket
expenses include, but are not limited to the following:
- Courier services
- Pricing services used by the Company
- Customized programming requests at $100 per hour
- Printing for shareholder reports and SEC filings
- External legal fees, audit fees and other professional fees
- Telephone, telecommunications and fax
- Travel and lodging for Board, Shareholder and Operations meetings
- Independent Auditor's Report (SAS 70)
- Forms and supplies for the preparation of Board meeting and
other materials for the Trust - Duplicating charges with
respect to filings with Federal and state authorities and
Board meeting materials - Postage of Board meetings materials
and other materials to the Trust's Board members and service
providers (including overnight or other courier services)
- Such other expenses as are agreed to by FDISG and the Company
IV. Except to the extent amended hereby, the Administration 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. 4 as
of the date and year first written above.
ENDEAVOR INVESTMENT ADVISERS
By: __________________________
FIRST DATA INVESTOR SERVICES
GROUP, INC.
By: __________________________
