VALUE SMALL CAP PORTFOLIO
OF
ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on October 29, 1996
To the Shareholders of
Value Small Cap Portfolio of Endeavor Series Trust
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the
Shareholders of Value Small Cap Portfolio (the "Portfolio") of
Endeavor Series Trust (the "Trust"), a Massachusetts business
trust, will be held at the offices of the Trust, 2101 East Coast
Highway, Suite 300, Corona del Mar, California on October 29, 1996
at 10:00 a.m. P.S.T. (the "Special Meeting") for the following
purposes:
1. To approve or disapprove a new investment advisory agreement
between Endeavor Investment Advisers and The Dreyfus Corporation
relating to the Portfolio (Proposal 1).
2. To approve or disapprove a change to the Portfolio's
investment objective (Proposal 2).
3. To approve or disapprove a proposed amendment to the
Portfolio's investment restriction regarding illiquid securities
and to change this restriction to non-fundamental (Proposal 3).
4. To transact such other business as may properly come before
the Special Meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on
August 13, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the Special
Meeting.
By order of the Board of Trustees
Pamela Shelton
Secretary
September 16, 1996
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL
MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS FOR THE
PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE
COVER OF THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be
of assistance to you and avoid the time and expense to the
Portfolio involved in validating your vote if you fail to sign
your proxy card properly.
1. Individual Accounts: Sign your name exactly as it
appears in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name
of the party signing should conform exactly to the
name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing
the proxy card should be indicated unless it is reflected
in the form of registration. For example:
Registration Valid
Signature
Corporate Accounts
(1) ABC
Corp....................................................ABC Corp.
(2) ABC
Corp....................................................John Doe,
Treasurer
(3) ABC Corp
c/o John Doe, Treasurer....................John
Doe
(4) ABC Corp. Profit Sharing Plan.....................John
Doe, Trustee
Trust Accounts
(1) ABC
Trust....................................................Jane B.
Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/
12/28/78..............................................Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA........ John
B. Smith
(2) Estate of John B.
Smith................................ John B. Smith, Jr.
Executor
VALUE SMALL CAP PORTFOLIO
OF
ENDEAVOR SERIES TRUST
2101 East Coast Highway, Suite 300
Corona del Mar, California 92625
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 29, 1996
PROXY STATEMENT
This Proxy Statement is furnished in connection with
the solicitation of proxies by the Board of Trustees of
Endeavor Series Trust (the "Trust") for the Value Small Cap
Portfolio (the "Portfolio"), for use at a Special Meeting of
Shareholders of the Portfolio to be held at 10:00 a.m. on
October 29, 1996, at the offices of the Trust, 2101 East
Coast Highway, Suite 300, Corona del Mar 92625, and any
adjournments thereof (collectively, the "Special Meeting").
A notice of Special Meeting of Shareholders and a proxy card
accompany this Proxy Statement. In addition to solicitations
of proxies by mail, beginning on or about September 16, 1996,
proxy solicitations may also be made by telephone, telegraph
or personal interviews conducted by officers and employees of
the Trust and regular employees of Endeavor Management Co.,
the managing partner of Endeavor Investment Advisers, the
Trust's manager, First Data Investor Services Group, Inc.
("FDISG"), 53 State Street, Boston, MA 02109, a subsidiary of
First Data Corporation, the Trust's transfer agent, or other
representatives of the Trust. The costs of solicitation and
the expenses incurred in connection with preparing this Proxy
Statement and its enclosures will be paid by the Portfolio.
The Trust's most recent annual and semi-annual report are
available upon request without charge by writing or calling
the Trust at 2101 East Coast Highway, Suite 300, Corona del
Mar, CA 92625 or 1-800-854-8393.
If the enclosed proxy is properly executed and returned
in time to be voted at the Special Meeting, the shares of
beneficial interest ("Shares") represented by the proxy will
be voted in accordance with the instructions marked therein.
Unless instructions to the contrary are marked on the proxy,
it will be voted FOR the matters listed in the accompanying
Notice of Special Meeting of Shareholders. Any shareholder
who has given a proxy has the right to revoke it at any time
prior to its exercise either by attending the Special Meeting
and voting his or her Shares in person, or by submitting a
letter of revocation or a later-dated proxy to the Trust at
the above address prior to the date of the Special Meeting.
In the event that a quorum is not present at the
Special Meeting, or in the event that a quorum is present but
sufficient votes to approve the proposals are not received,
the persons named as proxies on the enclosed proxy card may
propose one or more adjournments of the Special Meeting to
permit further solicitation of proxies. In determining
whether to adjourn the Special Meeting, the following factors
may be considered: the nature of the proposals that are the
subject of the Special Meeting, the percentage of votes
actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the
information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will
require the affirmative vote of a majority of those Shares
represented at the Special Meeting in person or by proxy. A
shareholder vote may be taken on one or more of the proposals
in this Proxy Statement prior to any such adjournment if
sufficient votes have been received for approval. Under the
Trust's Agreement and Declaration of Trust dated November 18,
1988 (the "Declaration of Trust"), a quorum of shareholders
is constituted by the presence in person or by proxy of the
holders of a majority of the outstanding Shares of the Trust
entitled to vote at the Special Meeting.
The Board has fixed the close of business on August 13,
1996 as the record date (the "Record Date") for the
determination of shareholders of the Portfolio entitled to
notice of and to vote at the Special Meeting. At the close
of business on the Record Date, there were 5,467,456.134
Shares of the Portfolio outstanding.
PFL Life Insurance Company ("PFL Life") and its
affiliate AUSA Life Insurance Company, Inc. ("AUSA Life") are
the owners of all of the Portfolio Shares and as such have
the right to vote upon certain matters that are required by
the Investment Company Act of 1940, as amended (the "1940
Act") to be approved or ratified by the shareholders and to
vote upon any other matter that may be voted upon at a
shareholders' meeting. PFL Life will vote the Shares of the
Portfolio for the owners of the PFL Endeavor Variable Annuity
Account issued by PFL Life and AUSA Life will vote the shares
of the Portfolio for the owners of the AUSA Endeavor Variable
Annuity Account (the "Contracts") in accordance with
instructions received from the policy owners. Each full
Share is entitled to one vote and any fractional Share is
entitled to a fractional vote.
As of August 13, 1996, the officers and the Trustees of
the Trust as a group beneficially owned less than 1% of the
Shares of the Portfolio.
In order that your Shares may be represented at the Special
Meeting, you are requested to:
- indicate your instructions on the enclosed
proxy card;
- date and sign the proxy card;
- mail the proxy card promptly in the
enclosed envelope, which
requires no postage if mailed in the United States; and
- allow sufficient time for the proxy card to
be received on or before 10:00
a.m. P.S.T. on October 29, 1996.
PROPOSAL 1
TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN ENDEAVOR INVESTMENT ADVISERS AND THE DREYFUS
CORPORATION RELATING TO THE PORTFOLIO.
SUMMARY OF PROPOSAL
For the reasons and based on an analysis of factors
described below, a majority of the Trustees of the Trust have
approved Endeavor Investment Advisers' (the "Manager")
execution of a new investment advisory agreement (the "New
Agreement") with The Dreyfus Corporation ("Dreyfus"). At a
regular meeting of the Board of Trustees held on August 13,
1996, the Board of Trustees, including the "non-interested"
Trustees, approved the termination of the investment advisory
agreement with respect to the Portfolio between the Manager
and OpCap Advisors ("OpCap") (the "Old Agreement") effective
September 15, 1996. At the same Board Meeting, the Board of
Trustees, including the "non-interested" Trustees, approved
the New Agreement. The New Agreement contains substantially
the same terms and conditions as the Old Agreement with the
exception of a decrease in the rate of fees to be paid by the
Manager to the Portfolio's adviser, Dreyfus. There will be
no change in the fee payable by the Portfolio to the Manager.
The Manager will pay a monthly fee at an annual rate based on
the Portfolio's average daily net assets. The New Agreement
commenced on September 16, 1996, and if approved by
shareholders, will continue initially for a two-year period
and continue for successive annual periods thereafter,
provided such continuance is approved at least annually by a
majority of the Board of Trustees who are not interested
persons of the Trust (as the term is used in the 1940 Act)
and a majority of the full Board of Trustees or a majority of
the outstanding voting securities of the Portfolio, as
defined in the 1940 Act.
THE ADVISER
Dreyfus, which was formed in 1947, is a wholly-owned
subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation ("Mellon"). As of July
31, 1996, Dreyfus managed or administered approximately $79
billion in assets for more than 1.7 million investor accounts
nationwide. As compensation for its services as investment
adviser, the Manager pays Dreyfus a monthly fee at the annual
rate of .375% of the average daily net assets of the
Portfolio.
Mellon is a publicly-owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered
under the Federal Bank Holding Company Act of 1956, as
amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank
holding companies in the United States based on total assets.
Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank
(MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services
Corporations. Through its subsidiaries, including Dreyfus,
Mellon managed more than $233 billion in assets as of June
30, 1996, including approximately $83 billion in mutual fund
assets. As of June 30, 1996, Mellon, through various
subsidiaries, provided non-investment services, such as
custodial or administrative services, for more than $876
billion in assets, including approximately $57 billion in
mutual fund assets.
Investment decisions with respect to the Portfolio are
made by an investment advisory team composed of the following
members:
Peter Ian Higgins joined The Boston Company, Inc., a
wholly-owned subsidiary of Mellon, in August 1988. Mr.
Higgins has been employed by The Boston Company Asset
Management, Inc., an investment advisory subsidiary of The
Boston Company, Inc., since June 1991. He is a lead
portfolio manager and a member of the Equity Policy and
Global Oversight Committee of The Boston Company Asset
Management, Inc. In February 1996, Mr. Higgins became a
portfolio manager for Dreyfus. Mr. Higgins holds a B.S. and
B.A. in finance/economics from the University of Pennsylvania
and an M.B.A. in management from the Wharton School of
Business. He became a Chartered Financial Analyst in
September of 1992.
David Louis Diamond was employed by The Boston Company
Asset Management, Inc. in June 1991. He is a lead portfolio
manager and a member of the Equity Policy Committee of The
Boston Company Asset Management, Inc. In October 1994, Mr.
Diamond became a portfolio manager of Dreyfus. Mr. Diamond
received his B.S. in biology from Brown University in 1986.
Mr. Diamond became a Chartered Financial Analyst in 1994.
Investment companies with similar investment objectives
to the Portfolio for which Dreyfus provides investment
advisory services, the amount of their net assets as of
August 22, 1996 and the annual rates of Dreyfus' fees for its
services to such companies are set forth in Exhibit A to this
Proxy Statement.
Dreyfus is located at 200 Park Avenue, New York, New
York, 10166. The Chairman of the Board of Dreyfus is W.
Keith Smith. Other directors of Dreyfus are: Mandell L.
Berman, real estate consultant and private investor,
Southfield, Michigan; Frank V. Cahouet, Chairman of the
Board, President and Chief Executive Officer of Mellon,
Pittsburgh, Pennsylvania; Stephen E. Canter, Vice Chairman
and Chief Investment Officer of Dreyfus; Christopher M.
Condron, President, Chief Executive Officer and Chief
Operating Officer of Dreyfus; Alvin E. Friedman, Senior
Adviser to Dillon, Read & Co., Inc., Investment Bankers, New
York, New York; Lawrence M. Greene, former Legal Consultant
to Dreyfus; Lawrence S. Kash, Vice Chairman-Distribution of
Dreyfus; Julian M. Smerling, former Vice Chairman of the
Board of Directors of Dreyfus; Philip L. Toia, Vice Chairman-
Operations and Administration of Dreyfus; and Dr. David B.
Truman, educational consultant and past President of Mt.
Holyoke College and the Russell Sage Foundation, Hillsdale,
New York.
EVALUATION BY THE BOARD AND REASONS
FOR THE PROPOSAL
After a review of the Portfolio's current holdings of
securities, its performance record since the commencement of
its investment operations, the changes in the OpCap personnel
managing the Portfolio and current and anticipated market
conditions, the Trust's Manager, in accordance with its
supervisory responsibilities under the Management Agreement
dated November 23, 1992, between the Trust and the Manager,
recommended that the Board of Trustees approve the
termination of the Old Agreement and approve the Manager's
entering into the New Agreement. On August 13, 1996, a
majority of the Trustees of the Trust met in person at a
regular meeting of the Board of Trustees at which the New
Agreement was considered and approved by a majority of the
Trustees, including a majority of the "non-interested"
Trustees of the Trust.
The Board of Trustees reviewed various materials
furnished by Dreyfus. The materials described, among other
matters, Dreyfus and its affiliates, senior personnel,
portfolio managers, analysts, economists, and others, methods
of operation, investment philosophies and financial
condition. Representatives of Dreyfus discussed with the
Board the written materials and responded to questions from
the Board.
The Board also reviewed the past experience of Dreyfus
in managing portfolios with objectives and policies similar
to those proposed for the Portfolio. The Board considered
the qualifications of the investment adviser as well as the
background and experience of the advisory team, as noted
under "The Adviser". The Board based its decision to approve
the New Agreement on the strength and depth of Dreyfus'
personnel in the small capitalization arena as well as the
performance record of a comparable fund advised by Dreyfus.
THE OLD AGREEMENT
Prior to August 13, 1996, OpCap served as investment
adviser to the Portfolio. The Old Agreement, dated April 19,
1993, was initially approved by shareholders on April 19,
1993 and most recently approved by the Board of Trustees on
May 14, 1996. On August 13, 1996, the Board of Trustees
approved the termination of the Old Agreement effective
September 16, 1996. As compensation for its services as
investment adviser, the Manager paid OpCap a monthly fee at
the annual rate of .40% of the average daily net assets of
the Portfolio. During the fiscal year ended December 31,
1995, the Portfolio paid $339,672 in management fees to the
Manager, of which $163,473 was to OpCap.
THE NEW AGREEMENT
A copy of the New Agreement is set forth as Exhibit B
to this Proxy Statement. Except as described herein, the
terms of the New Agreement are substantially the same as
those contained in the Old Agreement. Under the New
Agreement, Dreyfus is responsible for making investment
decisions, supplying investment research and portfolio
management services and placing purchase and sales orders for
portfolio transactions. The New Agreement also provides that
Dreyfus will bear all expenses in connection with its
performance. Pursuant to the New Agreement the Manager will
pay Dreyfus a monthly fee at an annual rate of .375% of the
Portfolio's average daily net assets. There will be no
change in the fees payable by the Portfolio to the Manager.
Pursuant to its terms, the New Agreement will remain in
effect for two years following its date of execution,
provided that such Agreement has been approved by the
shareholders of the Portfolio. It will continue in effect
thereafter so long as its continuance is specifically
approved at least annually by (a) the Trust's Board of
Trustees or (b) the vote of a "majority" (as defined in the
1940 Act) of the Portfolio's outstanding voting securities,
provided that, in either event, the continuance also is
approved by at least a majority of the Trustees who are not
parties to the New Agreement or interested persons of the
Trust or Dreyfus under the New Agreement by vote cast in
person at a meeting called for the purpose of voting on such
approval. The New Agreement is terminable, without penalty,
by the Board of Trustees of the Trust, by the Manager or by
vote of holders of a "majority" (as defined in the 1940 Act)
of the Portfolio's Shares upon 60 days' prior written notice
to Dreyfus or by Dreyfus upon 150 days' written notice to the
Manager, or upon such shorter notice as may be mutually
agreed upon. The New Agreement will terminate automatically
in the event of the termination of the Management Agreement
between the Manager and the Trust dated November 23, 1992 or
upon its assignment (as defined in the 1940 Act).
PORTFOLIO TRANSACTIONS
Subject to the supervision and control of the Manager
and the Trustees of the Trust, Dreyfus is responsible for
decisions to buy and sell securities for the Portfolio's
account and for the placement of its portfolio business and
the negotiation of commissions, if any, paid on such
transactions. Brokerage commissions are paid on transactions
in equity securities traded on a securities exchange and on
options, futures contracts and options thereon. Fixed income
securities and certain equity securities in which the
Portfolio invests are traded in the over-the-counter market.
These securities are generally traded on a net basis with
dealers acting as principal for their own account without a
stated commission, although prices of such securities usually
include a profit to the dealer. In over-the-counter
transactions, orders are placed directly with a principal
market maker unless a better price and execution can be
obtained by using a broker. In underwritten offerings,
securities are usually purchased at a fixed price which
includes an amount of compensation to the underwriter
generally referred to as the underwriter's concession or
discount. Certain money market securities may be purchased
directly from an issuer, in which case no commissions or
discounts are paid. Dreyfus is responsible for effecting its
portfolio transactions and will do so in a manner deemed fair
and reasonable to the Portfolio and not according to any
formula. The primary consideration in all portfolio
transactions will be prompt execution of orders in an
efficient manner at a favorable price. In selecting broker-
dealers and negotiating commissions, Dreyfus considers the
firm's reliability, the quality of its execution services on
a continuing basis and its financial condition. When more
than one firm is believed to meet these criteria, preference
may be given to brokers that provide the Portfolio or Dreyfus
with brokerage and research services within the meaning of
Section 28(e) of the Securities Exchange Act of 1934.
Dreyfus is of the opinion that, because this material must be
analyzed and reviewed, its receipt and use does not tend to
reduce expenses but may benefit the Portfolio by
supplementing their research. In seeking the most favorable
price and execution available, Dreyfus may, if permitted by
law, consider sales of various insurance contracts,
including variable life insurance policies or variable
annuity contracts, issued by PFL Life and its affiliates, as
described in the Trust's Prospectus, a factor in the
selection of broker-dealers.
The Board of Trustees of the Trust has authorized the
Manager and Dreyfus and other investment advisers to enter
into arrangements with brokers who execute brokerage
transactions for the Trust's Portfolios whereby a portion of
the commissions earned by such brokers will be shared with a
broker-dealer affiliate of the Manager. The affiliated
broker will act as an "introducing broker" in the
transaction. Subject to the requirements of applicable law
including seeking best price and execution of orders,
commissions paid to executing brokers will not exceed
ordinary and customary brokerage commissions.
The Board of Trustees has determined that the Trust's
brokerage commissions should be utilized for the Trust's
benefit to the extent possible. After reviewing various
alternatives, the Board concluded that commissions received
by the broker-dealer affiliate of the Manager can be used to
promote the distribution of the Trust's shares including
payments to broker-dealers who sell the Contracts, the costs
of training and educating such broker-dealers with respect to
the Contracts and other bona-fide distribution costs payable
to unaffiliated persons. Other than incidental costs related
to establishing the broker-dealer affiliate as an
"introducing broker", no portion of the commissions received
by the broker-dealer affiliate of the Manager will be
retained for its or any affiliate's benefit. On a quarterly
basis, the Manager will report to the Board of Trustees the
aggregate commissions received by its broker-dealer affiliate
and the distribution expenses paid from such commissions.
The Board of Trustees will periodically review the extent to
which the foregoing arrangement reduces distribution expenses
currently being incurred by the Manager of its affiliates on
behalf of the Trust. The Board of Trustees may determine
from time to time other appropriate uses for the Trust from
the commissions it pays to executing brokers.
Dreyfus may effect portfolio transactions for other
investment companies and advisory accounts. Research
services furnished by broker-dealers through which the
Portfolio effects its securities transactions may be used by
Dreyfus in servicing all of its accounts, although not all
such services may be used in connection with the Portfolio.
In the opinion of Dreyfus, it is not possible to measure
separately the benefits from research services to each of its
accounts, including the Portfolio. Whenever concurrent
decisions are made to purchase or sell securities by the
Portfolio and another account, Dreyfus will attempt to
allocate equitably portfolio transactions among the Portfolio
and other accounts, the main factors to be considered are the
respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment
commitments generally held, and the opinions of the persons
responsible for recommending investments to the Portfolio and
the other accounts. In some cases this procedure could have
an adverse effect on the Portfolio. In the opinion of
Dreyfus, however, the results of such procedures will, on the
whole, be in the best interest of each of the accounts.
For the fiscal year ended December 31, 1995, the
Portfolio paid $101,885 in brokerage commissions of which
$36,216 was paid to Oppenheimer & Co. Inc., an affiliated
broker-dealer of OpCap, the Portfolio's previous investment
adviser.
REQUIRED VOTE
Approval of the New Agreement requires the affirmative
vote of a "majority of the outstanding voting securities" of
the Portfolio. The term "majority of the outstanding voting
securities" of the Portfolio, as defined in the 1940 Act,
means the affirmative vote of the lesser of: (a) 67% of the
voting securities of the Portfolio present at the Special
Meeting if more than 50% of the outstanding Shares are
present in person or by proxy at the Special Meeting; and (b)
more than 50% of the outstanding voting securities of the
Portfolio ("Majority Vote").
If the New Agreement is approved by the shareholders of
the Portfolio, the name of the Portfolio will be changed to
Dreyfus Small Cap Value Portfolio. If the New Agreement is
not approved by the shareholders of the Portfolio, Dreyfus
will serve as investment adviser to the Portfolio for a
period of time pending approval of such agreement or a
different investment advisory agreement or other definitive
action by the shareholders.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE NEW AGREEMENT.
PROPOSAL 2:
TO APPROVE OR DISAPPROVE A CHANGE TO THE PORTFOLIO'S
INVESTMENT OBJECTIVE.
The Manager of the Portfolio has recommended to the
Board of Trustees that the Portfolio's investment objective
be changed to seeking capital appreciation through investment
in companies with a median market capitalization of
approximately $750 million, provided that under normal market
conditions at least 75% of the Portfolio's investments will
be in equity securities of companies with capitalizations at
the time of purchase between $150 million and $1.5 billion.
Under the Portfolio's existing investment objective, the
Portfolio seeks to achieve capital appreciation through
investment in a diversified portfolio consisting primarily of
equity securities of companies with market capitalizations of
under $1 billion.
PROPOSED CHANGE TO INVESTMENT POLICY
The Board of Trustees is proposing that the Portfolio's
investment objective be changed so that the Portfolio will
seek capital appreciation through investment in a diversified
portfolio of equity securities of companies with a median
market capitalization of approximately $750 million, provided
that under normal market conditions at 75% of the Portfolio's
investments will be in equity securities of companies with
capitalizations at the time of purchase between $150 million
and $1.5 billion.
In seeking its objective, the Portfolio will invest in
equity securities of domestic and foreign (up to 5% of its
total assets) issuers which would be characterized as "value"
companies according to criteria established by the
Portfolio's Adviser. To manage the Portfolio, the
Portfolio's Adviser classifies issuers as "growth" or "value"
companies. In general, the Portfolio Adviser believes that
companies with relatively low price to book ratios, low price
to earnings ratios or higher than average dividend payments
in relation to price should be classified as value companies.
Alternatively, companies which have above average earnings or
sales growth and retention of earnings and command higher
price to earnings ratios fit the more classic growth
description.
Small-capitalization companies are often under-priced
for the following reasons: (i) institutional investors,
which currently represent a majority of the trading volume in
the shares of publicly-traded companies, are often less
interested in such companies because in order to acquire an
equity position that is large enough to be meaningful to an
institutional investor, such an investor may be required to
buy a large percentage of the company's outstanding equity
securities and (ii) such companies may not be regularly
researched by stock analysts, thereby resulting in greater
discrepancies in valuation.
While seeking desirable equity investments, the
Portfolio may invest in money market instruments consisting
of U.S. Government securities, certificates of deposit, time
deposits, bankers' acceptances, short-term investment grade
corporate bonds and other short-term debt instruments, and
repurchase agreements. Under normal market conditions, the
Portfolio does not expect to have a substantial portion of
its assets invested in money market instruments. However,
when the Portfolio's Adviser determines that adverse market
conditions exist, the Portfolio may adopt a temporary
defensive posture and invest all of its assets in money
market instruments.
Equity securities consist of common stocks, preferred
stocks and securities convertible into common stocks.
Securities purchased by the Portfolio will be traded on the
New York Stock Exchange, the American Stock Exchange or in
the over-the-counter market, and will also include options,
warrants, bonds, notes and debentures which are convertible
into or exchangeable for, or which grant a right to purchase
or sell, such securities. In addition, the Portfolio may
purchase securities issued by closed-end investment companies
and foreign securities that are listed on a domestic or
foreign securities exchange, traded in domestic or foreign
over-the-counter markets or represented by American
Depositary Receipts or European Depositary Receipts.
The Portfolio is expected to have greater risk exposure
and reward potential than a fund which invests primarily in
larger-capitalization companies. The trading volumes of
securities of smaller-capitalization companies are normally
less than those of larger-capitalization companies. This
often translates into greater price swings, both upward and
downward. Since trading volumes are lower, new demand for
the securities of such companies could result in
disproportionately large increases in the price of such
securities. The waiting period for the achievement of an
investor's objectives might be longer since these securities
are not closely monitored by research analysts and, thus, it
takes more time for investors to become aware of fundamental
changes or other factors which have motivated the Portfolio's
purchase. Small-capitalization companies often achieve
higher growth rates and experience higher failure rates than
do larger-capitalization companies.
REASONS FOR THE PROPOSAL
The Manager has recommended the change to the
Portfolio's investment objective as described above because
the proposed investment objective will allow the Portfolio to
focus on a broader range of equity securities of companies
with capitalizations at the time of purchase between $150
million and $1.5 billion. The Manager believes in today's
economic environment that investment in such types of
entities will provide the potential for more consistent and
superior performance than being limited to investing in
companies with capitalizations under $1 billion.
REQUIRED VOTE
Approval of this Proposal requires a Majority Vote of
the shareholders of the Portfolio.
This change in investment objective is being proposed
to shareholders of the Portfolio in accordance with the terms
of the Trust's prospectus, as amended. If this proposal is
not approved by shareholders of the Portfolio, the Portfolio
will continue to be managed under its existing investment
objective.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE CHANGE TO THE PORTFOLIO'S INVESTMENT OBJECTIVE.
PROPOSAL 3:
TO APPROVE OR DISAPPROVE A PROPOSED AMENDMENT TO THE
PORTFOLIO'S INVESTMENT RESTRICTION REGARDING ILLIQUID
SECURITIES AND TO CHANGE THIS RESTRICTION TO NON-FUNDAMENTAL.
The Board of Trustees has proposed an amendment to the
Portfolio's fundamental investment restriction regarding
illiquid securities. Currently, the Portfolio's investment
restrictions include a fundamental restriction which provides
that the Portfolio may not:
Invest more than 10% of its assets (taken at current
value at the time of each purchase) in illiquid securities
including repurchase agreements maturing in more than seven
days.
It is proposed to change this restriction from a
fundamental restriction which may be amended only with the
approval of shareholders as described below to a non-
fundamental restriction which may be changed without further
shareholder approval.
As an open-end investment company, the Trust may not
hold a significant amount of illiquid securities because
these securities may not be susceptible to accurate valuation
and because it is possible that the Portfolio would have
difficulty liquidating such securities in order to satisfy
requests to redeem shares within seven days, as is required
for open-end investment companies. In general, illiquid
securities have included securities subject to contractual or
legal restrictions on resale, securities for which there is
no readily available market and repurchase agreements or time
deposits maturing in greater than seven days. However, the
securities markets are evolving and new types of instruments
have developed that make the Portfolio's present policies on
illiquid investments overbroad and unnecessarily restrictive.
For example, many foreign securities are not registered in
the United States and may not be sold in the United States
without registration under the U.S. securities laws, but
these securities trade freely in their principal markets
abroad. The markets for some types of securities are almost
exclusively institutional - repurchase agreements, commercial
paper, many types of municipal securities and some corporate
bonds and notes. These instruments are often either exempt
from registration or sold in transactions not requiring
registration. Institutional investors will therefore often
depend either on the issuer's ability to honor a demand for
repayment in less than seven days or on an efficient
institutional market in which the unregistered security can
readily be resold. The fact that there may be legal or
contractual restrictions on resale to the general public,
therefore, does not necessarily determine the liquidity of
these investments.
In order to take advantage of regulatory initiatives
and the increasingly liquid institutional trading markets,
the Board recommends that the Portfolio reclassify as non-
fundamental its policies regarding investments in illiquid
securities. If approved by shareholders, the Board intends
to adopt a non-fundamental policy limiting the Portfolio's
investments in illiquid securities to not more than 15% of
its total assets, which is consistent with the current
Securities and Exchange Commission ("SEC") staff position on
illiquid investments.
If this proposal is approved by shareholders, the
specific types of securities that may be deemed to be
illiquid will be determined by the Board in a manner
consistent with current regulatory positions of the SEC and
its staff. By making the Portfolio's policy on illiquid
securities non-fundamental, the Portfolio will be able to
respond more rapidly to regulatory and market developments
because no shareholder vote will be required to redefine the
types of securities that are deemed illiquid. If approved by
shareholders, this investment restriction will be amended to
provide that the Portfolio will not:
Invest more than 15% of its assets (taken at current
value at the time of each purchase) in illiquid securities
including repurchase agreements maturing in more than seven
days.
REQUIRED VOTE
Approval of this Proposal requires a Majority Vote of
the shareholders of the Portfolio.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE AMENDMENT TO THE PORTFOLIO'S INVESTMENT RESTRICTION
REGARDING ILLIQUID SECURITIES.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is not generally required to hold annual or
special meetings of the shareholders. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a
subsequent shareholders' meeting should send their written
proposals to the Assistant Secretary of the Trust, c/o First
Data Investor Services Group, Inc., Mailzone BOS865, 53 State
Street, Boston, MA 02109.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Trust's
outstanding voting securities (as defined in the 1940 Act)
may require the calling of a meeting of the Trust's
shareholders for the purpose of voting on the removal of any
Board member. Meetings of the Trust's shareholders for any
other purpose will also be called by the Board when requested
in writing by shareholders holding at least 10% of the Shares
then outstanding or, if the Board members shall fail to call
or give notice of any meeting of shareholders for a period of
30 days after such application, shareholders holding at least
10% of the Shares then outstanding may call and give notice
of such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business
at the Special Meeting other than as described in this Proxy
Statement, nor is the Board aware that any shareholder
intends to do so. If, however, any other matters are
properly brought before the Special Meeting, the persons
named in the accompanying proxy card will vote thereon in
accordance with their judgment.
September 16, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE, AND RETURN THE PROXY
AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.
EXHIBIT A
THE DREYFUS CORPORATION
Investment Company Net Assets Annual Fee Rate
as of
August 22, 1996
Dreyfus Small Company $11.8 million Management Fee-
Value Fund (a series of .75% to Dreyfus.
Dreyfus Growth and Value Dreyfus pays The
Funds, Inc.) Boston Company
Asset
Management, Inc.
.375% as sub-
adviser.
EXHIBIT B
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:
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.
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
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 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: ___________________________
Authorized Officer
THE DREYFUS CORPORATION
BY: ____________________________
Authorized Officer
SCHEDULE A
Value Small Cap .375% of
average daily
Portfolio net assets.
ENDEAVOR SERIES TRUST
VALUE SMALL CAP PORTFOLIO
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE BOARD OF
TRUSTEES.
The undersigned contract owner, annuitant or participant, by
completing this form does hereby appoint PFL Life Insurance
Company, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all
shares of the Value Small Cap Portfolio (the "Portfolio") of
Endeavor Series Trust (the "Trust") which the undersigned is
entitled to vote at a Special Meeting of Shareholders to be
held at 10:00 a.m. P.S.T. on October 29, 1996 at the offices
of the Trust, 2101 East Coast Highway, Suite 300, Corona del
Mar, CA 92625 and at any adjournments thereof.
The interest represented by this proxy will be voted as
directed below, or if no direction is indicated, will be
voted FOR all proposals below. If a proxy is not received
from a particular contract owner, participant or annuitant,
then votes attributable to his interest will be allocated in
the same ratio as votes for which instructions have been
received.
Please vote by checking your response.
1. To approve a new investment advisory agreement
between Endeavor FOR AGAINST
ABSTAIN
Investment Advisers and The Dreyfus Corporation
(Proposal 1).
2. To approve a change to the Portfolio's investment
objective FOR AGAINST
ABSTAIN
(Proposal 2).
3. To approve a proposed amendment to the Portfolio's
investment FOR AGAINST
ABSTAIN
restriction regarding illiquid securities, changing
this restriction to
non-fundamental (Proposal 3).
The undersigned, by completing this form does hereby request
that the proxy by authorized to exercise its
discretion in voting upon such other business as may properly
come before the meeting.
TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN ON THE REVERSE SIDE
PLEASE VOTE, DATE, SIGN EXACTLY AS YOUR
NAME APPEARS
BELOW AND RETURN THIS FORM IN THE ENCLOSED
SELF- ADDRESSED ENVELOPE.
NOTE: The undersigned hereby ackowledges
receipt of the Notice of Special
Meeting and Proxy Statement, and revokes
any proxy heretofore given with respect
to the votes by this proxy.
Dated ____________________, 1996
__________________________
(Signature)
ENDEAVOR SERIES TRUST
VALUE SMALL CAP PORTFOLIO
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE BOARD OF
TRUSTEES.
The undersigned contract owner, annuitant or participant, by
completing this form does hereby appoint AUSA Life Insurance
Company, Inc., attorneys and proxies for the undersigned,
with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all
shares of the Value Small Cap Portfolio (the "Portfolio") of
Endeavor Series Trust (the "Trust") which the undersigned is
entitled to vote at a Special Meeting of Shareholders to be
held at 10:00 a.m. P.S.T. on October 29, 1996 at the offices
of the Trust, 2101 East Coast Highway, Suite 300, Corona del
Mar, CA 92625 and at any adjournments thereof.
The interest represented by this proxy will be voted as
directed below, or if no direction is indicated, will be
voted FOR all proposals below. If a proxy is not received
from a particular contract owner, participant or annuitant,
then votes attributable to his interest will be allocated in
the same ratio as votes for which instructions have been
received.
Please vote by checking your response.
1. To approve a new investment advisory agreement
between Endeavor FOR AGAINST
ABSTAIN
Investment Advisers and The Dreyfus Corporation
(Proposal 1).
2. To approve a change to the Portfolio's investment
objective FOR AGAINST
ABSTAIN
(Proposal 2).
3. To approve a proposed amendment to the Portfolio's
investment FOR AGAINST
ABSTAIN
restriction regarding illiquid securities, changing
this restriction to
non-fundamental (Proposal 3).
The undersigned, by completing this form does hereby request
that the proxy by authorized to exercise its
discretion in voting upon such other business as may properly
come before the meeting.
TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN ON THE REVERSE SIDE
PLEASE VOTE, DATE, SIGN EXACTLY AS YOUR
NAME APPEARS
BELOW AND RETURN THIS FORM IN THE ENCLOSED
SELF- ADDRESSED ENVELOPE.
NOTE: The undersigned hereby ackowledges
receipt of the Notice of Special
Meeting and Proxy Statement, and revokes
any proxy heretofore given with respect
to the votes by this proxy.
Dated ____________________, 1996
__________________________
(Signature)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
. . . . . . . . . . . . . . . .Value Small Cap Portfolio, a series of Endeavor
Series Trust
. . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . .Gail A.Hanson, Esq. . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
2) Form, Schedule or Registration Statement No.:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
3) Filing Party:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
4) Date Filed:
. . . . . . . . . . . . . August 30, 1996. . . . . . . . . . . . . . . . ..
. . . . . . . . . . .
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