FORM OF
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
This Amendment No. 1 to the Management Agreement (the "Agreement") dated
July 22, 1999, by and between Endeavor Series Trust and Endeavor Management Co.
(the "Manager"), is entered into effective the 28th day of April, 2000.
WHEREAS the Agreement provides for the Manager to provide certain
services to the Trust for which the Manager is to receive agreed upon fees; and
WHEREAS the Manager and the Trust desire to make certain changes to the
Agreement;
NOW, THEREFORE, the Manager and the Trust hereby agree that the
Agreement is amended as follows:
1. Schedule A of the Agreement regarding management fees is amended as
follows, to be effective as of May 1, 2000:
Portfolio Percentage of daily net assets
--------- ------------------------------
Endeavor Select Portfolio 1.00%
2. All other terms and conditions of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 28th day of April, 2000.
ENDEAVOR SERIES TRUST
By:
Name:
Title:
ENDEAVOR MANAGEMENT CO.
By:
Name:
Title:
