TRANSFER AND ASSUMPTION
OF
INVESTMENT ADVISORY AGREEMENT
FOR
___________________ PORTFOLIO
OF ENDEAVOR SERIES TRUST
TRANSFER AND ASSUMPTION OF INVESTMENT ADVISORY AGREEMENT, made as of
December 31, 1998, by and among _______________, a __________ corporation (the
"Adviser"), Endeavor Investment Advisers, a California general partnership
("EIA"), and Endeavor Management Co., a California corporation ("EMC").
RECITALS
EIA is the Manager of Endeavor Series Trust (the "Trust"), a
Massachusetts business trust 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"), pursuant to a Management Agreement
dated November 23, 1992 between EIA and the Trust (the "Management Agreement").
The Trust consists of several distinct investment portfolios including
the ____________________ Portfolio (the "Fund").
EIA as Manager of the Trust entered into an Investment Advisory
Agreement with the Adviser as of ___________ (the "Advisory Agreement"), under
which the Adviser serves as the investment adviser for the Fund.
EIA, EMC and the Trust have entered into a Transfer and Assumption of
Management Agreement effective as of December 31, 1998, pursuant to which EIA
has transferred to EMC, and EMC has assumed, all of EIA's interest, rights,
responsibilities and obligations under the Management Agreement, and the
Transfer and Assumption of Management Agreement does not constitute a
termination of the Management Agreement.
EIA desires that its interest, rights, responsibilities and obligations
in and under the Advisory Agreement likewise be transferred to EMC, and EMC
desires to assume EIA's interest, rights, responsibilities and obligations in
and under the Advisory Agreement.
This Agreement does not result in a change of actual control or
management of the Manager for the Fund 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.
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:
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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 Advisory Agreement.
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 Advisory
Agreement; EMC agrees to be subject to all of the terms and conditions of said
Agreement.
3. Representations of EMC. EMC represents and warrants that (1) it is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended; and (2) it holds a 50.01% interest in EIA and, as the managing
partner of EIA, is responsible for its control and management.
4. Consent. The Adviser hereby consents to this transfer by EIA to EMC
of EIA's interest, rights, responsibilities and obligations in and under the
Advisory Agreement and to the acceptance and assumption by EMC of the same. The
Adviser agrees, subject to the terms and conditions of said Advisory Agreement,
to look solely to EMC for the performance of the Manager's responsibilities and
obligations under said Advisory Agreement from and after the effective Date, and
to recognize as inuring solely to EMC the interest and rights heretofore held by
EIA thereunder.
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.
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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.
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By: _______________________
Title:
ENDEAVOR INVESTMENT ADVISERS
By: Endeavor Management Co.,
Managing Partner
By: _______________________
Title:
ENDEAVOR MANAGEMENT CO.
By: _______________________
Title:
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