TRANSFER AND ASSUMPTION
OF
MANAGEMENT AGREEMENT
REGARDING
ENDEAVOR SERIES TRUST
TRANSFER AND ASSUMPTION OF MANAGEMENT AGREEMENT, made as of
December 31, 1998, by and among Endeavor Series Trust, a Massachusetts business
trust (the "Trust"), Endeavor Investment Advisers, a California general
partnership ("EIA"), and Endeavor Management Co., a California corporation
("EMC").
RECITALS
The Trust is registered with the Securities and Exchange Commission as
an open-end management investment company under the Investment Company Act of
1940, as amended (the "Act").
The Trust consists of several distinct investment portfolios listed on
Schedule A hereto (the "Funds").
EMC holds a 50.01% interest in EIA and, as the managing partner of EIA,
is responsible for its control and management, and EMC is registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.
EIA entered into a Management Agreement with the Trust dated November
23, 1992, as amended and supplemented (the "Management Agreement"), under which
EIA serves as the investment manager (the "Manager") for the Funds.
EIA and the Trust desire that EIA's interest, rights, responsibilities
and obligations in and under the Management Agreement be transferred to EMC, and
EMC desires to assume EIA's interest, rights, responsibilities and obligations
in and under the Management Agreement.
This Agreement does not result in a change of actual control or
management of the Manager for the Funds and, therefore, is neither an
"assignment" as defined in Section 2(a)(4) of the Act nor an "assignment" for
purposes of Section 15(a)(4) of the Act, and does not constitute a termination
of the Management Agreement.
AGREEMENTS
In consideration of the mutual covenants set forth in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
1. Transfer. Effective as of December 31, 1998 (the "Effective Date"),
EIA hereby transfers to EMC all of EIA's interest, rights, responsibilities and
obligations in and under the Management Agreement.
-1-
2. Assumption and Performance of Duties. As of the Effective Date, EMC
hereby accepts all of EIA's interest and rights, and assumes and agrees to
perform all of EIA's responsibilities and obligations in and under the
Management Agreement; EMC agrees to be subject to all of the terms and
conditions of said Agreement.
3. Consent. The Trust hereby consents to this transfer by EIA to EMC of
EIA's interest, rights, responsibilities and obligations in and under the
Management Agreement and to the acceptance and assumption by EMC of the same.
The Trust agrees, subject to the terms and conditions of said Agreement, to look
solely to EMC for the performance of the Manager's responsibilities and
obligations under said Agreement from and after the Effective Date, and to
recognize as inuring solely to EMC the interest and rights heretofore held by
EIA thereunder.
4. Limitation of Liability of Trustees, Officers and Shareholders. It
is expressly agreed that the obligations of the Trust hereunder shall not be
binding upon any of the Trustees, shareholders, nominees, officers, agents or
employees of the Trust, personally, but shall bind only the trust property of
the Trust, as provided in the Agreement and Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Trust and this Agreement has been executed by the President of
the Trust, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made by
any of them individually or to impose any liability on any of them personally,
but shall bind only the trust property of the Trust as provided in its Agreement
and Declaration of Trust.
5. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers hereunto as of the date first above
written.
ENDEAVOR SERIES TRUST
By: _______________________
Title:
ENDEAVOR INVESTMENT ADVISERS
By: Endeavor Management Co.,
Managing Partner
By: _______________________
Title:
ENDEAVOR MANAGEMENT CO.
By: _______________________
Title:
-3-
SCHEDULE A
PORTFOLIOS OF ENDEAVOR SERIES TRUST
AS OF DECEMBER 31, 1998
Endeavor Money Market Portfolio
Endeavor Asset Allocation Portfolio
X. Xxxx Price International Stock Portfolio
Endeavor 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
Endeavor Opportunity Value Portfolio
Endeavor Enhanced Index Portfolio
Endeavor Select 50 Portfolio
Endeavor High Yield Portfolio
-4-
