AMENDMENT TO MANAGEMENT AGREEMENT
This Amendment to the Management Agreement (the "Agreement") dated
November 23, 1992 by and between Endeavor Series Trust and Endeavor Investment
Advisers (the "Manager") is entered into effective the 28th day of January,
1998.
WHEREAS the Agreement provides for the Manager to provide certain services
to the Trust for which the Manger 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. Section 3 of the Agreement entitled "Compensation" is amended by the
addition of a second paragraph as follows:
"For Portfolios of the Trust commencing operations on or after January 28,
1998, each Portfolio shall reimburse the Manager for such Portfolio's allocable
share of third party administration expenses incurred pursuant to an
administration agreement between the Manager and a third party administrator."
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 January, 1998.
ENDEAVOR SERIES TRUST
By:
Name:
Title:
ENDEAVOR INVESTMENT ADVISERS
By:
Name:
Title:
