AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
The ADMINISTRATION AGREEMENT by and between FIRST DATA INVESTOR SERVICES
GROUP, INC., a Massachusetts corporation ("Investor Services Group"), and
ENDEAVOR INVESTMENT ADVISERS, a California general partnership (the "Company")
dated March 28, 1991, as amended and supplemented from time to time, is hereby
amended and restated as of July 1, 1997, in its entirety to read as follows (as
amended and restated, the "Agreement").
WHEREAS, Endeavor Series Trust (the "Trust") and the Company have entered
into a management agreement pursuant to which the Company has agreed to provide
certain administrative services to the Trust; and
WHEREAS, the Company desires to retain Investor Services Group to render
certain administrative services with respect to each investment portfolio of the
Trust managed by the Company listed in Schedule A hereto, as the same may be
amended from time to time by the parties hereto (collectively, the "Funds"), and
Investor Services Group is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints Investor Services Group to
provide certain administrative services required by the Trust on the terms set
forth in this Agreement. Investor Services Group accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided. In the event that the Company decides to retain Investor Services
Group to provide the administrative services hereunder with respect to one or
more portfolios other than the Funds, the Company shall notify Investor Services
Group in writing. If Investor Services Group is willing to render such services,
it shall notify the Company in writing whereupon such portfolio shall become a
Fund hereunder.
2. Delivery of Documents. The Company has furnished Investor Services
Group with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Company as Manager of the Trust and the Company's appointment
of Investor Services Group to provide certain administrative services required
by the Trust for each Fund and approving this Agreement;
(b) The Trust's Declaration of Trust (the "Declaration of Trust")
filed with the Commonwealth of Massachusetts and all amendments thereto;
(c) The Trust's By-Laws and all amendments thereto (the
"By-Laws");
(d) Each investment advisory agreement or management agreement
between the Company and an investment adviser or investment manager (the
"Advisers") with respect to the Funds (the "Advisory Agreements");
(e) The Custody Agreement between Boston Safe Deposit and Trust
Company (the "Custodian") and the Company dated as of March 28, 1991 and all
amendments thereto (the "Custody Agreement");
(f) The Transfer Agency and Registrar Agreement between First
Data Investor Services Group, Inc. (the "Transfer Agent") and the Trust dated as
of March 28, 1991 and all amendments thereto;
(g) The Participation Agreement among PFL Life Insurance Company
("PFL"), the Company and the Trust dated as of March 28, 1991 and all amendments
thereto;
(h) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-27352 and 811-5780), as declared effective by the Securities
and Exchange Commission ("SEC") on March 7, 1991, relating to shares of
beneficial interest of the Trust no par value (the "Shares"), and all amendments
thereto; and
(i) Each Fund's most recent prospectus and Statement of
Additional Information and all amendments and supplements thereto (collectively,
the "Prospectuses").
The Company will furnish Investor Services Group from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Company will provide Investor Services Group
with any other documents that Investor Services Group may reasonably request and
will notify Investor Services Group as soon as possible of any matter materially
affecting the performance of Investor Services Group of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Company, Investor Services Group will assist in supervising various aspects
of the Trust's administrative operations and undertakes to perform the following
specific services:
(a) Maintaining office facilities (which may be in the offices of
Investor Services Group or a corporate affiliate) and furnishing corporate
officers for the Trust;
(b) Performing the functions ordinarily performed by a mutual
fund group's internal legal department as described in Schedule D to this
Agreement, furnishing data processing services, clerical services, and executive
and administrative services and standard stationery and office supplies in
connection with the foregoing;
(c) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Trust as may be required
by Section 31(a) of the 1940 Act and the rules thereunder);
(d) Internal auditing;
(e) Performing all functions ordinarily performed by the office
of a corporate treasurer, and furnishing the services and facilities ordinarily
incident thereto, including calculating the net asset value of the shares in
conformity with the fund(s) prospectus;
(f) Preparing reports to the Trust's shareholders of record and
the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports on Form N-SAR;
(g) Preparing and filing various reports or other documents
required by federal, state and other applicable laws and regulations, other than
those filed or required to be filed by the Custodian or Transfer Agent;
(h) Preparing and filing the Trust's tax returns;
(i) Assisting each Adviser, at the Adviser's request, in
monitoring and developing compliance procedures for the Trust which will
include, among other matters, procedures to assist the Advisers in monitoring
compliance with each Fund's investment objective, policies, restrictions, tax
matters and applicable laws and regulations;
(j) Performing all functions ordinarily performed by the office of
a corporate secretary, and furnishing the services and facilities incident
thereto, including all functions pertaining to matters organic to the
organization, existence and maintenance of the corporate franchise of the Trust,
including preparation for, conduct of, and recording trustees' meetings and
shareholder meetings;
(k) Furnishing all other services identified on Schedule B annexed
hereto and incorporated herein which are not otherwise specifically set forth
above.
In performing its duties under this Agreement, Investor Services Group:
(a) will act in accordance with the Declaration of Trust, By-Laws, Prospectuses
and with the instructions and directions of the Company and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal or
state laws and regulations; and (b) will consult with legal counsel to the
Company, as necessary and appropriate. Furthermore, Investor Services Group
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of the Trust or any of its Funds and shall not provide any investment advisory
services to the Trust or any of its Funds.
4. Compensation and Allocation of Expenses. Investor Services Group shall
bear all expenses in connection with the performance of its services under this
Agreement, except as indicated below.
(a) Investor Services Group will from time to time employ or
associate with itself such person or persons as Investor Services Group may
believe to be particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees who are employed
by both Investor Services Group and the Trust. The compensation of such person
or persons shall be paid by Investor Services Group and no obligation shall be
incurred on behalf of the Trust or the Company in such respect.
(b) Investor Services Group shall not be required to pay any of
the following expenses incurred by the Trust: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; stock exchange
listing fees; taxes and fees payable to Federal, state and other governmental
agencies; fees of Trustees of the Trust who are not affiliated with Investor
Services Group; outside auditing expenses; outside legal expenses; or other
expenses not specified in this Section 4 which may be properly payable by the
Trust or the Company.
(c) The Company will compensate Investor Services Group for the
performance of its obligations hereunder in accordance with the fees set forth
in the written Fee Schedule annexed hereto as Schedule B and incorporated
herein. Schedule B may be amended to add fee schedules for any additional Funds
for which Investor Services Group has been retained as Administrator. In no
event shall the Trust be responsible for the payment of any fees payable to
Investor Services Group as set forth in Schedule B hereto.
(d) The Company will compensate Investor Services Group for its
services rendered pursuant to this Agreement in accordance with the fees set
forth above. Such fees do not include out-of-pocket disbursements of Investor
Services Group for which Investor Services Group shall be entitled to ▇▇▇▇
separately. Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B, annexed hereto and incorporated herein,
which schedule may be modified by Investor Services Group upon not less than
thirty days' prior written notice to the Company and the Special Projects
outlined in Schedule D hereto.
(e) Investor Services Group will ▇▇▇▇ the Company as soon as
practicable after the end of each calendar month, and said ▇▇▇▇▇▇▇▇ will be
detailed in accordance with the out-of-pocket schedule. The Company will pay to
Investor Services Group the amount of such billing by Federal Funds Wire within
fifteen (15) business days after the Company's receipt of said ▇▇▇▇. In
addition, Investor Services Group may charge a service fee equal to the lesser
of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest
rate legally permitted on any past due billed amount.
(f) The Company acknowledges that the fees that Investor Services
Group charges the Company under this Agreement reflect the allocation of risk
between the parties, including the disclaimer of warranties in Section 7 and the
limitations on liability in Section 5. Modifying the allocation of risk from
what is stated here would affect the fees that Investor Services Group charges,
and in consideration of those fees, the Company agrees to the stated allocation
of risk.
5. Limitation of Liability.
(a) Investor Services Group shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Company or the Trust in
connection with the performance of its
obligations and duties under this Agreement, except a loss resulting from
Investor Services Group's willful misfeasance, bad faith or negligence in the
performance of such obligations and duties, or by reason of its reckless
disregard thereof.
(b) Neither party may assert any cause of action against the other party
under this Agreement that accrued more than two (2) years prior to the filing of
the suit (or commencement of arbitration proceedings) alleging such cause of
action.
(c) Each party shall have the duty to mitigate damages for which the
other party may become responsible.
(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL INVESTOR SERVICES GROUP, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY
THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER
PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
(a) The Company shall indemnify and hold Investor Services Group
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against Investor Services Group or for
which Investor Services Group may be held to be liable in connection with this
Agreement or Investor Services Group's performance hereunder (a "Claim"), unless
such Claim resulted from a negligent act or omission to act or bad faith by
Investor Services Group in the performance of its duties hereunder.
(b) Investor Services Group shall indemnify and hold the Company
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against the Company or for which the
Company may be held to be liable in connection with this Agreement (a "Claim"),
provided that such Claim resulted from a negligent act or omission to act, bad
faith, willful misfeasance or reckless disregard by Investor Services Group in
the performance of its duties hereunder.
(c) In any case in which one party (the "Indemnifying Party") may
be asked to indemnify or hold the other party (the "Indemnified Party")
harmless, the Indemnified Party will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified Party and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party
shall have the option to defend the Indemnified Party against any Claim which
may be the subject of this indemnification, and, in the event that the
Indemnifying Party so elects, such defense shall be conducted by counsel chosen
by the Indemnifying Party and satisfactory to the Indemnified Party, and
thereupon the Indemnifying Party shall take over complete defense of the Claim
and the Indemnified Party shall sustain no further legal or other expenses in
respect of such Claim. The Indemnified Party will not confess any Claim or make
any compromise in any case in which the Indemnifying Party will be asked to
provide indemnification, except with the Indemnifying Party's prior written
consent. The obligations of the parties hereto under this Section 6 shall
survive the termination of this Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY
OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY
SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS
AGREEMENT. INVESTOR SERVICES GROUP DISCLAIMS ANY WARRANTY OF TITLE OR
NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date first written
above and shall continue for a period of two (2) years (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of two (2)
years ("Renewal Terms") each.
(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than ninety (90) days or more than one hundred-eighty (180) days prior written
notice to the other party.
(c) In the event a termination notice is given by the Company,
all expenses associated with movement of records and materials and conversion
thereof will be borne by the Company.
(d) If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party") resulting in a
material loss to the other party, such other party (the "Non-Defaulting Party")
may give written notice thereof to the Defaulting Party, and if such material
breach shall not have been remedied within thirty (30) days after such written
notice is given, then the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination to the Defaulting
Party. If Investor Services Group is the Non-Defaulting Party, its termination
of this Agreement shall not constitute a waiver of any other rights or remedies
of Investor Services Group with respect to services performed prior to such
termination or rights of Investor Services Group to be reimbursed for
out-of-pocket expenses. In all cases, termination by
the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting
Party of any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
9. Modifications and Waivers. No change, termination, modification, or
waiver of any term or condition of the Agreement shall be valid unless in
writing signed by each party. No such writing shall be effective as against
Investor Services Group unless said writing is executed by a Senior Vice
President, Executive Vice President or President of Investor Services Group. A
party's waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term or
condition.
10. No Presumption Against Drafter. Investor Services Group and the
Company have jointly participated in the negotiation and drafting of this
Agreement. The Agreement shall be construed as if drafted jointly by the Company
and Investor Services Group, and no presumptions arise favoring any party by
virtue of the authorship of any provision of this Agreement.
11. Publicity. Neither Investor Services Group nor the Company shall
release or publish news releases, public announcements, advertising or other
publicity relating to this Agreement or to the transactions contemplated by it
without prior review and written approval of the other party; provided, however,
that either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the circumstances
to consult in advance with the other party.
12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company, the Trust or Investor Services
Group shall be sufficiently given if addressed to the party and received by it
at its office set forth below or at such other place as it may from time to time
designate in writing.
To the Company or the Trust:
Endeavor Investment Advisers
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
To Investor Services Group:
First Data Investor Services Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to Investor Services Group's General Counsel
(b) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns and
is not intended to confer upon any other person any rights or remedies
hereunder. This Agreement may not be assigned or otherwise transferred by either
party hereto, without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however, that Investor
Services Group may, in its sole discretion, assign all its right, title and
interest in this Agreement to an affiliate, parent or subsidiary. Investor
Services Group may, in its sole discretion, engage subcontractors to perform any
of the obligations contained in this Agreement to be performed by Investor
Services Group.
(c) The laws of the Commonwealth of Massachusetts, excluding the
laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and Investor Services Group, the Company and the Trust hereby submit
themselves to the exclusive jurisdiction of those courts.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
14. Confidentiality.
(a) The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensers. The Company and Investor Services Group shall exercise reasonable
care to safeguard the confidentiality of the Confidential Information of the
other. The Company and Investor Services Group may each use the Confidential
Information only to exercise its rights or perform its duties under this
Agreement. The Company and Investor Services Group shall not duplicate, sell or
disclose to others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. The Company and
Investor Services Group may, however, disclose Confidential Information to its
employees who have a need to know the Confidential Information to perform work
for the other, provided that each shall use reasonable efforts to ensure that
the Confidential Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Company and Investor Services Group may also
disclose the Confidential Information to independent contractors, auditors and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.
Notwithstanding the previous sentence, in no event shall either the Company or
Investor Services Group disclose the Confidential Information to any competitor
of the other without specific, prior written consent.
(b) Proprietary Information means:
(i) any data or information that is completely sensitive
material, and not generally known to the public, including, but not limited to,
information about product plans, marketing strategies, finance, operations,
customer relationships, customer profiles, sales estimates, business plans, and
internal performance results relating to the past, present or future business
activities of the Company or Investor Services Group, their respective
subsidiaries and affiliated companies and the customers, clients and suppliers
of any of them;
(ii) any scientific or technical information, design,
process, procedure, formula,
or improvement that is commercially valuable and secret in the sense that its
confidentiality affords the Company or Investor Services Group a competitive
advantage over its competitors; and
(iii) all confidential or proprietary concepts,
documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, show-how and trade secrets, whether or not
patentable or copyrightable.
(c) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.
(d) The Company acknowledges that breach of the restrictions on
use, dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and
money damages would be inadequate to compensate Investor Services Group for that
harm. Investor Services Group shall be entitled to equitable relief, in addition
to all other available remedies, to redress any such breach.
15. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.
16. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By: /s/ ▇.▇. ▇▇▇
Name: ▇▇▇▇▇ ▇.▇▇▇
Title: Chief Operating Officer
ENDEAVOR INVESTMENT ADVISERS
By: Endeavor Management Co.,
Managing General Partner
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
ACKNOWLEDGED AND AGREED TO:
ENDEAVOR SERIES TRUST
By:
Name:
Title:
SCHEDULE A
TCW Money Market Portfolio
TCW Managed Asset Allocation Portfolio
▇. ▇▇▇▇ Price International Stock Portfolio
Value Equity Portfolio
Value Small Cap Portfolio
Dreyfus U.S. Government Securities Portfolio
▇. ▇▇▇▇ Price Equity Income Portfolio
▇. ▇▇▇▇ Price Growth Stock Portfolio
Opportunity Value Portfolio
Enhanced Index 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 TCW Money Market Portfolio, TCW
Managed Asset Allocation Portfolio, ▇. ▇▇▇▇ Price International Stock Portfolio,
Value Equity Portfolio, Dreyfus Small Cap Value Portfolio, Dreyfus U.S.
Government Securities Portfolio, ▇. ▇▇▇▇ Price Equity Income Portfolio, ▇. ▇▇▇▇
Price Growth Stock Portfolio, Opportunity Value Portfolio and Enhanced Index
Portfolio. The fees to be paid by the Company to Investor Services Group for
servicing any additional Portfolios shall be those fees agreed to by Investor
Services Group and the Company in writing prior to the commencement of services
for such Portfolios.
o Investor Services Group shall be entitled to collect all
out-of-pocket fees described in Schedule C. x
SCHEDULE C
OUT-OF-POCKET EXPENSES
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
- 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 meetings 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 Investor Services Group and
the Company
SCHEDULE D
Fund Accounting and Administrative Services
Routine Projects
o Daily, Weekly, and Monthly Reporting o Portfolio and General Ledger Accounting
o Daily Pricing of all Securities o Daily Valuation and NAV Calculation o
Comparison of NAV to market movement o Review of price tolerance/fluctuation
report
o Research items appearing on the price exception report
o Weekly cost monitoring along with market-to-market valuations in accordance
with Rule 2a7
o Preparation of monthly ex-dividend monitor
o Daily cash reconciliation with the custodian bank
o Daily updating of price and rate information to the Transfer Agent/Insurance
Agent
o Daily support and report delivery to Portfolio Management
o Daily calculation of fund advisor fees and waivers
o Daily calculation of distribution rates
o Daily maintenance of each fund's general ledger including expense accruals
o Daily price notification to other vendors as required
o Calculation of 30-day adjusted SEC yields
o Preparation of month-end reconciliation package
o Monthly reconciliation of fund expense records
o Preparation of monthly pay down gain/loss summaries
o Preparation of all annual and semi-annual audit work papers
o Preparation and Printing of Financial Statements
o Providing Shareholder Tax Information to Transfer Agent
o Producing Drafts of IRS and State Tax Returns
o Treasury Services including:
Provide Officer for the Trust
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the board, e.g., 2a-7,10f-3, 17a-7,
17e-1, Rule 144a Tax and Financial Counsel
o Monthly Compliance Testing including Section 817H
Legal, Regulatory and Board of Trustees Support
Routine Legal Services
Corporate Secretarial
o Assist in maintaining corporate records and good standing status of Trust
in its state of organization o Provide Secretary/Assistant Secretary for
Fund o Develop and maintain calendar of annual and quarterly board
approvals and regulatory filings o Prepare notice, agenda, memoranda,
resolutions and background materials for legal approval (including
additional Funds of the Trust) at quarterly board meetings; attend
meetings; make presentations where appropriate; prepare minutes; follow up
on issues o Provide support for one special board meeting per year and
written consent votes where needed o Provide support for one shareholder
meeting per year year including preparation of proxy materials
Regulatory/Filings
o Review Post-Effective Amendments
o Prepare and file Rule 24f-2 Notice
o Review and file Form N-SAR
o Review and file Annual and Semi-Annual Financial Reports o Prepare
prospectus supplements as needed o Review proxy materials for special
shareholder meetings
Miscellaneous Routine Legal Services
o Communicate significant regulatory or legislative developments to Trust
management and trustees and provide related planning assistance where
needed o Consult with Trust management regarding portfolio compliance and
corporate and regulatory issues as needed o Maintain effective
communication with outside counsel and review legal bills of outside
counsel o Coordinate the printing and mailing process with outside printers
for all shareholder publications o Arrange D&O/E&O insurance and fidelity
bond coverage for Trust o Assist in monitoring Code of Ethics reporting and
provide such reports to Adviser
Special Legal Services (billed separately)*
o Assist in managing SEC audits of Funds o Review sales material and
advertising for Funds, SEC and NASD compliance o Assist in conversion
Coordinate time and responsibility schedules Draft notice, agenda,
memoranda, resolutions and background materials for board approval o Assist
in new investment company start-up (to the extent requested) Coordinate
time and responsibility schedules Prepare corporate documents (MTA/by-laws)
Draft/file registration statement (including investment objectives/policies
and prospectuses) Respond to and negotiate SEC comments Draft notice,
agenda and resolutions for organizational meeting; attend board meeting;
make presentations where appropriate; prepare minutes and follow up on
issues o Develop compliance manual for Funds o Prepare notice, agenda,
memoranda and background materials for special board meetings, make
presentations where appropriate, prepare minutes and follow up on issues
(in excess of one per year) o Prepare proxy material for special
shareholder meetings (in excess of one per year ) o Prepare PEA for special
purposes (e.g., new funds or classes, changes in advisory relationships,
mergers, restructurings) o Assist in extraordinary non-recurring projects,
including consultative legal services as needed, e.g.: Arrange CDSC
financial programs Prospectus simplification Profile prospectuses Exemptive
order applications
* Special Legal Services shall be billed at a rate of $185 per hour subject to
certain project caps as may be agreed to by Investor Services Group and the
Company. No Special Legal Services shall be undertaken by Investor Services
Group without the prior written consent of the Company.