MANAGEMENT AGREEMENT
July 22, 0000
Xxxxxxxx Xxxxxxxxxx Xx.
Xxxxx 000
0000 Xxxx Xxxxx Xxxxxxx
Xxxxxx xxx Xxx, XX 00000
Dear Sirs:
Endeavor Series Trust (the "Trust"), a Massachusetts business trust
created pursuant to an Agreement and Declaration of Trust filed with the
Secretary of State of The Commonwealth of Massachusetts, herewith confirms its
agreement with Endeavor Management Co., a California corporation, (the
"Manager") as follows:
1. Investment Description; Appointment
The Trust desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time, and in its
registration statement filed with the Securities and Exchange Commission ("SEC")
on Form N-1A, as amended from time to time (the "Registration Statement"), and
in such manner and to such extent as may from time to time be approved by the
Board of Trustees. The Trust has designated the separate investment portfolios
set forth in Schedule A. The Trust may in the future designate additional
separate investment portfolios. Such existing and future portfolios are
hereinafter referred to as the "Portfolios." Copies of the Registration
Statement and the Trust's Agreement and Declaration of Trust, as amended, have
been or will be submitted to the Manager. The Trust desires to employ the
Manager to act as its investment manager and administrator. The Trust
acknowledges and agrees that the Manager intends to appoint a person to act as
investment adviser ("Adviser") to render investment advice to each of the
Portfolios. Such Adviser shall make all determinations with respect to the
Portfolio's assets for which it has responsibility. The Manager accepts this
appointment and agrees to furnish the services for the compensation set forth
below.
2. Services as Investment Manager and Administrator
(a) Subject to the supervision and direction of the Board of Trustees
of the Trust, the Manager will have (i) overall supervisory responsibility for
the general management and investment of the Portfolios' assets, and (ii) full
investment discretion to make all determinations with respect to the investment
of a Portfolio's assets not then managed by an investment adviser. In connection
with its responsibilities set forth under (i) above, Trust acknowledges and
agrees that the Manager will select a person to act as investment adviser (an
"Adviser") to render investment advice to each of the Portfolios. Each such
Adviser shall make all determinations with respect to the Portfolio's assets for
which it has responsibility. In addition, the Manager will conduct a program of
evaluations of the Advisers' performance, review the activities of the Advisers
for compliance with the Portfolios' investment objectives and policies and will
keep the
Trust informed of developments materially affecting the Portfolios and shall, on
its own initiative, furnish to the Trust from time to time whatever information
the Manager believes appropriate for this purpose.
(b) Subject to the supervision and direction of the Board of Trustees
of the Trust, the Manager will also (1) supply the Trust with office facilities
(which may be in Manager's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping services, including,
but not limited to, the calculation of the net asset value of shares of the
Trust, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and (2) prepare
reports to shareholders of the Trust, tax returns, and reports to and filings
with the SEC and state blue sky authorities. The Manager may contract with any
other person or persons to provide to the Trust any of the services contemplated
in this paragraph under such terms as it deems reasonable and shall have the
authority to direct the activities of such other person or persons in the manner
it deems appropriate. In connection with such administrative services, the
Manager shall be responsible for creating and maintaining all necessary
administrative records of the Trust in accordance with all applicable laws,
rules and regulations, including but not limited to records required by Section
31(a) of the Investment Company Act of 1940 (the "1940 Act"). All records shall
be the property of the Trust and shall be available for inspection and use by
the SEC, the Trust or any person retained by the Trust. Where applicable, such
records shall be maintained by the Manager for the periods and in the places
required by Rule 31a-2 under the 1940 Act.
The services of the Manager to the Trust hereunder are not to be deemed
exclusive, and the Manager shall be free to render similar services to others
and to engage in other activities, so long as the services rendered to the Trust
are not impaired.
3. Compensation
In consideration of services rendered pursuant to this Agreement, the
Trust will pay the Manager a fee at the respective annual rates of the value of
each Portfolio's average daily net asset set forth in Schedule A hereto as such
schedule may be amended from time to time. Such fees shall be accrued daily and
paid monthly as soon as practicable after the end of each month. If the Manager
shall serve for less than the whole of any month, the foregoing compensation
shall be prorated. For the purpose of determining fees payable to the Manager,
the value of the Portfolios' net assets shall be computed at the times and in
the manner specified in the Registration Statement.
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.
4. Expenses
The Trust shall pay all expenses other than those expressly assumed by
the Manager herein, which expenses payable by the Trust shall include, but are
not limited to:
a. Fees to the Manager;
b. Legal and audit expenses;
c. Fees and expenses related to the registration and qualification of the
Trust and its shares for distribution under federal and state securities laws;
d. Expenses of the Trust's transfer agent, registrar, custodian, dividend
disbursing agent and shareholder servicing agent;
e. Salaries, fees and expenses of Trustees and executive officers of the
Trust who are not "affiliated persons" of the Manager or the Advisers within the
meaning of the 1940 Act;
f. Taxes (including the expenses related to preparation of tax returns) and
corporate or other fees levied against the Trust;
g. Brokerage commissions and other expenses associated with the purchase
and sale of portfolio securities for the Trust;
h. Expenses, including interest, of borrowing money;
i. Expenses incidental to meetings of the Trust's shareholders, Board of
Trustees and the maintenance of the Trust's organizational existence;
j. Expenses of printing certificates representing shares of the Trust and
expenses of preparing, printing and mailing notices, proxy material, reports to
regulatory bodies and reports to shareholders of the Trust;
k. Expenses of preparing and typesetting of prospectuses of the Trust;
l. Expenses of printing and distributing prospectuses to shareholders of
the Trust;
m. Association membership dues;
n. Premiums for fidelity insurance, directors and officers liability
insurance and other coverage;
o. Charges of an independent pricing service to value the Portfolio's
assets;
p. Expenses related to the purchase or redemption of the Trust's shares;
and
q. Such nonrecurring expenses as may arise, including those associated
with actions, suits, or proceedings to which the Trust is a party and arising
from any legal obligation which the Trust may have to indemnify its officers and
Trustees with respect thereto.
5. Reduction of Fee or Reimbursement to the Trust
If in any fiscal year the aggregate expenses of any Portfolio of the
Trust (including fees pursuant to this Agreement but excluding interest, taxes,
brokerage, distribution fees and
extraordinary expenses) exceed the expense limitations of any state having
jurisdiction over the Trust, the Manager will reduce its fees or reimburse the
Portfolio for the amount of such excess, limited to the amount of its fees
hereunder. Such reduction in fees or expense reimbursement, if any, will be
estimated, reconciled and paid, in the case of reimbursement, on a monthly
basis.
6. Standard of Care
The Manager shall exercise its best judgment in rendering the services
hereunder. The Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Manager against liability to the Trust or to
the shareholders of the Trust to which the Manager would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Manager's reckless disregard of
its obligations and duties under this Agreement. Any person, even though an
officer, director, employee or agent of the Manager, who may be or become an
officer, Trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or when acting on any business of the Trust, to
be rendering such services to or to be acting solely for the Trust and not as an
officer, director, employee or agent, or one under the control or direction of
the Manager, even though paid by it.
7. Term
This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of two years from the date hereof and
indefinitely thereafter provided that its continuance after such two year period
as to each Portfolio shall be specifically approved at least annually by vote of
a majority of the outstanding voting securities of such Portfolio or by vote of
a majority of the Trust's Board of Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the Trustees
who are not parties to this Agreement or interested persons of the Trust or the
Manager, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated as to any Portfolio at any time,
without payment of any penalty, by the Trust's Board of Trustees or by a vote of
a majority of the outstanding voting securities of such Portfolio upon 60 days'
prior written notice to the Manager, or by the Manager upon 90 days' prior
written notice to the Trust, or upon such shorter notice as may be mutually
agreed upon. This Agreement may be amended at any time by the Manager and the
Trust, subject to approval by the Trust's Board of Trustees and, if required by
applicable SEC rules and regulations, a vote of a majority of the Trust's
outstanding voting securities. This Agreement shall terminate automatically and
immediately in the event of its assignment. The terms "assignment" and "vote of
a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act.
8. Limitation of Trust's Liability
The Manager acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its Agreement and
Declaration of Trust. The Manager agrees that the Trust's obligations hereunder
in any case shall be limited to the Trust and to its assets and that the Manager
shall not seek satisfaction of any such obligation from the shareholders of the
Trust nor from any Trustee, officer, employee or agent of the Trust.
9. Force Majeure
The Manager shall not be liable for delays or errors occurring by
reason of circumstances beyond its control, including but not limited to acts of
civil or military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, the
Manager shall take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.
10. Severability
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
11. Miscellaneous
This Agreement constitutes the full and complete agreement of the
parties hereto with respect to the subject matter hereof. Each party agrees to
perform such further actions and execute such further documents as are necessary
to effectuate the purposes hereof. This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of California.
The captions in this Agreement are included for convenience only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed in several counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all the parties.
12. Limitation of Liability
A copy of the Declaration of Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts and notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trust as trustees and not
individually and that the obligations of this Agreement are not binding upon the
Trustees or holders of shares of the Trust individually but are binding only
upon the assets and property of the Trust.
If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.
Very truly yours,
ENDEAVOR SERIES TRUST
By: /s/ Xxxxxxx X. XxXxxxxxxx Xx.
-----------------------------
Accepted:
ENDEAVOR MANAGEMENT CO.
By: /s/ Xxxxxxx X. XxXxxxxxxx
SCHEDULE A
Percentage of
Portfolio daily net assets
--------- ----------------
Endeavor Money Market Portfolio .50% of average
daily net assets
Endeavor Asset Allocation Portfolio .75% of average
daily net assets
X. Xxxx Price International Stock Portfolio .90% of average
daily net assets
Endeavor Value Equity Portfolio .80% of average
daily net assets
Dreyfus Small Cap Portfolio .80% of average
daily net assets
Dreyfus U.S. Government Securities Portfolio .65% of average
daily net assets
X. Xxxx Price Equity Income Portfolio .80% of average daily net
assets
X. Xxxx Price Growth Stock Portfolio .80% of average
daily net assets
Endeavor Opportunity Value Portfolio .80% of average
daily net assets
Endeavor Enhanced Index Portfolio .75% of average
daily net assets
Endeavor Select 50 Portfolio 1.10% of average
daily net assets
Endeavor High Yield Portfolio .775% of average
daily net assets
Endeavor Janus Growth Portfolio 0.80% of average daily net
assets
