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. Interests in Contracts for which no
timely instructions are received will be voted in proportion
to the instructions which are received from variable life
insurance policy owners and variable annuity contract
owners or participants. PFL Life and AUSA Life will also
vote any shares in separate accounts that they own and which
are not attributable to Contracts in the same proportion.
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 Mount 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
OpCap had served as investment adviser to the
Portfolio since its inception. 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 paid 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 A MAJORITY 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. In addition,
liquidity is generally greater for those equity securities
of companies with capitalizations in excess of $1 billion.
Expanding the universe of securities in which the Portfolio
can invest will improve its diversification as well. It is
anticipated that the Portfolio's performance will be
measured against the Russell 2000 Index, which is the
benchmark typically used for small cap portfolios. The
Russell 2000 Index includes equity securities of companies
with market capitalizations in ranges to above $2 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 net 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 net 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
Net Assets
as of
Investment Company August 22, 1996 Annual Fee
Rate
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
acknowledges 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
acknowledges 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:
[ ] Preliminary Proxy Statement
[ X ] 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):
[ ] $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:
. . . . . . . . . . . . . September 12, 1996. . . . . . . . . . . . . . . .
.. . . . . .
. . . . . .
2
A-1
B-1
