AMENDMENT NO. 3 TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
This Amendment No. 3 dated as of ________, 2000, is entered into by
ENDEAVOR MANAGEMENT CO. (the "Company") and FIRST DATA INVESTOR SERVICES GROUP,
INC. (now known as PFPC Inc. ("PFPC")).
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 PFPC 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. All references to "First Data Investor Services Group, Inc." and
Investor Services Group" are hereby deleted and replaced with "PFPC Inc." and
"PFPC" respectively.
II. Schedule A to the Agreement shall be deleted in its entirety and
replaced with the attached Schedule A.
III. Schedule B to the Agreement shall be deleted in its entirety and
replaced with the attached Schedule B.
IIV. 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: ___________________
PFPC INC.
By: ___________________
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SCHEDULE A
Endeavor Money Market Portfolio
Endeavor Asset Allocation Portfolio
T. Rowe Price International Stock Portfolio
Dreyfus Small Value Cap Portfolio
Dreyfus U.S. Government Securities Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Endeavor Enhanced Index Portfolio
Endeavor High Yield Portfolio
Endeavor Janus Growth Portfolio
Capital Guardian Value Portfolio
Jennison Growth Portfolio
Capital Guardian Global Portfolio
Capital Guardian U.S. Equity Portfolio
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SCHEDULE B
FEE SCHEDULE
The Company shall pay PFPC 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, PFPC 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, T. Rowe Price International Stock
Portfolio, Capital Guardian Value Portfolio, Dreyfus Small Cap Value Portfolio,
Dreyfus U.S. Government Securities Portfolio, T. Rowe Price Equity Income
Portfolio, T. Rowe Price Growth Stock Portfolio, Jennison Growth Portfolio and
Endeavor Enhanced Index Portfolio.
In addition the Company shall pay PFPC the following fees for servicing the
Endeavor High Yield Portfolio, the Endeavor Janus Growth Portfolio, the Capital
Guardian Global Portfolio and the Capital Guardian U.S. Equity Portfolio:
Flat fee:
$40,000 per fund per annum which will be added to the flat fee of $650,000 per
annum.
Asset Based Fee:
An additional fee of .01% on the net assets of the Endeavor
High Yield Portfolio, the Endeavor Janus Growth Portfolio, the Capital Guardian
Global Portfolio and the Capital Guardian U.S. Equity Portfolio will be charged.
o PFPC shall be entitled to collect all out-of-pocket fees described in Schedule
C to the Agreement.
