INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 16th day of September, 1996, by and between The
Dreyfus Corporation, a New York corporation (the "Adviser"), and Endeavor
Investment Advisers, a California general partnership (the "Manager").
WHEREAS, the Manager has been organized to serve as investment manager
and administrator of Endeavor Series Trust (the "Trust"), a Massachusetts
business trust which has filed a registration statement under the Investment
Company Act of 1940, as amended (the "1940 Act") and the Securities Act of
1933 (the "Registration Statement"); and
WHEREAS, the Trust is comprised of several separate investment
portfolios, one of which is the Value Small Cap Portfolio (the "Portfolio");
and
WHEREAS, the Manager desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser to
assist the Manager in performing services for the Portfolio; and
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended, and is engaged in the business of rendering investment
advisory services to investment companies and other institutional clients and
desires to provide such services to the Manager;
NOW, THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Adviser. The Manager hereby employs the Adviser to
manage the investment and reinvestment of the assets of the Portfolio, subject
to the control and direction of the Trust's Board of Trustees, for the period
and on the terms hereinafter set forth. The Adviser hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth for the compensation herein provided. The
Adviser shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether
herein or otherwise), have no authority to act for or represent the Manager,
the Portfolio or the Trust in any way.
2. Obligations of and Services to be Provided by the
Adviser. The Adviser undertakes to provide the following
services and to assume the following obligations:
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a. The Adviser shall manage the investment and reinvestment of the
portfolio assets of the Portfolio, all without prior consultation with the
Manager, subject to and in accordance with the respective investment
objectives and policies of the Portfolio set forth in the Trust's Registration
Statement, as such Registration Statement may be amended from time to time,
and any written instructions which the Manager or the Trust's Board of
Trustees may issue from time-to-time in accordance therewith. In pursuance of
the foregoing, the Adviser shall make all determinations with respect to the
purchase and sale of portfolio securities and shall take such action necessary
to implement the same. The Adviser shall render regular reports to the Trust's
Board of Trustees and the Manager concerning the investment activities of the
Portfolio.
b. To the extent provided in the Trust's Registration Statement, as
such Registration Statement may be amended from time to time, the Adviser
shall, in the name of the Portfolio, place orders for the execution of
portfolio transactions with or through such brokers, dealers or banks as it
may select including affiliates of the Adviser and, complying with Section
28(e) of the Securities Exchange Act of 1934, may pay a commission on
transactions in excess of the amount of commission another broker-dealer would
have charged.
c. In connection with the placement of orders for the execution of
the portfolio transactions of the Portfolio, the Adviser shall create and
maintain all necessary records pertaining to the purchase and sale of
securities by the Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property
of the Trust and shall be available for inspection and use by the Securities
and Exchange Commission ("SEC"), the Trust, the Manager or any person retained
by the Trust. Where applicable, such records shall be maintained by the
Adviser for the periods and in the places required by Rule 31a-2 under the
1940 Act.
d. The Adviser shall bear its expenses of providing
services pursuant to this Agreement.
3. Compensation of the Adviser. In consideration of services rendered
pursuant to this Agreement, the Manager will pay the Adviser a fee at the
annual rate of the value of the Portfolio's average daily net assets set forth
in Schedule A hereto. Such fee shall be accrued daily and paid monthly as soon
as practicable after the end of each month. If the Adviser 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 Adviser, the
value of the Portfolio's net assets shall be computed at the times and in the
manner specified in the Trust's Registration Statement.
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4. Activities of the Adviser. The services of the Adviser hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others and to engage in other activities, so long as the services
rendered hereunder are not impaired.
5. Use of Names. The Adviser hereby consents to the name of the Portfolio
being changed, effective upon shareholder approval, to "Dreyfus Small Cap
Value Portfolio." The Manager shall not use the name of the Adviser or its
parent in any prospectus, sales literature or other material relating to the
Trust in any manner not approved prior thereto by the Adviser; provided,
however, that the Adviser shall approve all uses of its name and that of its
parent which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and, provided,
further, that in no event shall such approval be unreasonably withheld. The
Adviser shall not use the name of the Trust or the Manager in any material
relating to the Adviser in any manner not approved prior thereto by the
Manager; provided, however, that the Manager shall approve all uses of its or
the Trust's name which merely refer in accurate terms to the appointment of
the Adviser hereunder or which are required by the SEC or a state securities
commission; and, provided further, that in no event shall such approval be
unreasonably withheld.
The Manager recognizes that from time to time directors, officers and
employees of the Adviser may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities
may include the name "Dreyfus" as part of their name, and that the Adviser or
its affiliates may enter into investment advisory, administration or other
agreements with such other entities. If the Adviser ceases to act as the
Portfolio's investment adviser pursuant to this Agreement, the Manager agrees
that, at the Adviser's request, it will cause the Trust to take all necessary
action to change the name of the Portfolio to a name not including "Dreyfus"
in any form or combination of words.
6. Liability of the Adviser. Absent willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligations or duties hereunder on the
part of the Adviser, the Adviser shall not be liable for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.
Nothing herein shall constitute a waiver of any rights or remedies which the
Trust may have under any federal or state securities laws.
7. Limitation of Trust's Liability. The Adviser
acknowledges that it has received notice of and accepts the
limitations upon the Trust's liability set forth in its
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Agreement and Declaration of Trust. The Adviser agrees that any of the Trust's
obligations shall be limited to the assets of the Portfolio and that the
Adviser shall not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trust officer, employee or agent of the
Trust.
8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, for a period of two
years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance as to the Portfolio is specifically approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
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 any such party, cast in person at a meeting called for
the purpose of voting on such approval. This Agreement may be terminated as to
the Portfolio at any time, without payment of any penalty, by the Trust's
Board of Trustees, by the Manager, or by a vote of the majority of the
outstanding voting securities of the Portfolio upon 60 days' prior written
notice to the Adviser, or by the Adviser upon 150 days' prior written notice
to the Manager, or upon such shorter notice as may be mutually agreed upon.
This Agreement shall terminate automatically and immediately upon termination
of the Management Agreement dated November 23, 1992 between the Manager and
the Trust. 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. This Agreement may be amended at any time by the Adviser and
the Manager, 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
Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and
advice furnished by either party to this Agreement to the
other shall be treated as confidential and shall not be
disclosed to third parties except as required by law.
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
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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.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ENDEAVOR INVESTMENT ADVISERS
BY: Endeavor Management Co.,
Managing Partner
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, C.E.O
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Authorized Officer
THE DREYFUS CORPORATION
BY: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Authorized Officer
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SCHEDULE A
Value Small Cap
Portfolio .375% of average daily
net assets.