VALUE EQUITY PORTFOLIO
OPPORTUNITY VALUE 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 June 18, 1997
To the Shareholders of:
Value Equity Portfolio and Opportunity Value Portfolio of
Endeavor Series Trust
NOTICE IS HEREBY GIVEN THAT a Special Meeting of the
Shareholders of Value Equity Portfolio and Opportunity Value
Portfolio (collectively, the "Portfolios") 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 June 18, 1997 at 10:00 a.m. P.D.T.
(the "Special Meeting") for the following purposes:
1. To approve or disapprove new investment advisory agreements
between Endeavor Investment Advisers and OpCap Advisors relating
to the respective Portfolios effective upon the acquisition of
Oppenheimer Group, Inc. and its subsidiaries pursuant to the
Transaction described in the Proxy Statement attached hereto
(Proposal 1).
2. To approve or disapprove a proposed amendment to the Value
Equity Portfolio's investment restriction regarding illiquid
securities and to change this restriction to non-fundamental
(shareholders of Value Equity Portfolio only) (Proposal 2).
3. 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
April 15, 1997 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
May 9, 1997
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 EQUITY PORTFOLIO
OPPORTUNITY VALUE PORTFOLIO
OF
ENDEAVOR SERIES TRUST
2101 East Coast Highway, Suite 300
Corona del Mar, California 92625
SPECIAL MEETING OF SHAREHOLDERS
June 18, 1997
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 Equity Portfolio and
Opportunity Value Portfolio (the "Portfolios"), for use at a
Special Meeting of Shareholders of the Portfolios to be held at
10:00 a.m. P.D.T. on June 18, 1997 at the offices of the Trust,
2101 East Coast Highway, Suite 300, Corona del Mar, California
92625, and any adjournments thereof (collectively, the "Special
Meeting"). A notice of the Special Meeting and a proxy card
accompany this Proxy Statement. In addition to solicitations of
proxies by mail, beginning on or about June 1, 1997, proxy
solicitations may also be made by telephone, telegraph or personal
interviews conducted by officers of the Trust, regular employees
of Endeavor Management Co., the managing partner of Endeavor
Investment Advisers, the Trust's manager (the "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 PIMCO Advisors L.P. ("PIMCO Advisors") and Oppenheimer
Group, Inc. ("OGI"). The Trust's most recent annual report is
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 April 15, 1997
as the record date (the "Record Date") for the determination of
shareholders of the Portfolios entitled to notice of and to vote
at the Special Meeting. At the close of business on the Record
Date, there were 8,147,718.263 Shares of Value Equity Portfolio
outstanding and 578,772.639 Shares of Opportunity Value 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 Shares of each Portfolio 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 each Portfolio for the owners of the PFL
Endeavor Variable Annuity Account issued by PFL Life and AUSA Life
will vote the shares of each 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 April 15, 1997, the officers and the Trustees of the
Trust as a group beneficially owned less than 1% of the Shares of
each 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.D.T. on June 18, 1997.
Summary of Proposals
The table set forth below lists each proposal contained in
the Proxy Statement and the Portfolios whose shareholders will be
voting on the proposal.
Proposal
Number
Proposal
Summary
Portfolio(
s)
Proposal 1
To approve
or
disapprove
new
investment
advisory
agreements
between
Endeavor
Investment
Advisers
and OpCap
Advisors
relating
to the
respective
Portfolios
effective
upon the
acquisitio
n of
Oppenheime
r Capital
and its
subsidiari
es
pursuant
to the
Transactio
n
described
in the
Proxy
Statement
attached
hereto.
Both
Portfolios
Proposal 2
To approve
or
disapprove
a proposed
amendment
to the
Value
Equity
Portfolio'
s
investment
restrictio
n
regarding
illiquid
securities
and to
change
this
restrictio
n to non-
fundamenta
l.
Value
Equity
Portfolio
PROPOSAL 1
TO APPROVE OR DISAPPROVE NEW INVESTMENT ADVISORY AGREEMENTS
BETWEEN ENDEAVOR INVESTMENT ADVISERS AND OPCAP ADVISORS RELATING
TO THE PORTFOLIOS.
SUMMARY OF PROPOSAL
Background
For the reasons and based on an analysis of factors
described below, all of the Trustees of the Trust have approved
the Manager's execution of new investment advisory agreements (the
"New Agreements") with OpCap Advisors ("OpCap" or the "Adviser").
The New Agreements contain substantially the same terms and
conditions as the current investment advisory agreements with the
Adviser for the Portfolios (the "Existing Agreements"). There
will be no change in the fees payable by the Portfolios to the
Manager. The Manager will pay to OpCap monthly fees at an annual
rate based on the Portfolios' average daily net assets. Pursuant
to their terms and subject to shareholder approval, the New
Agreements will become effective upon the closing of the
Transaction (described below) and 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 each Portfolio, as defined in
the 1940 Act.
OpCap is a majority-owned subsidiary of Oppenheimer Capital,
a registered investment adviser with approximately $49.4 billion
in assets under management on March 31, 1997. Oppenheimer
Financial Corp. ("Opfin"), a holding company, is a 1.0% general
partner of OpCap. Opfin also holds a one-third managing general
partner interest in Oppenheimer Capital, and Oppenheimer Capital,
L.P., a Delaware limited partnership whose units are traded on the
New York Stock Exchange and of which Opfin is the sole 1.0%
general partner, owns the remaining two-thirds interest.
On February 13, 1997, PIMCO Advisors, a registered
investment adviser with approximately $110 billion in assets under
management through various subsidiaries, signed an Agreement and
Plan of Merger with OGI and its subsidiary Opfin pursuant to which
PIMCO Advisors and its affiliate, Thomson Advisory Group Inc.
("TAG"), will acquire the one-third managing general partner
interest in Oppenheimer Capital, the 1.0% general partnership
interest in OpCap, and the 1.0% general partner interest in
Oppenheimer Capital L.P. (the "Transaction") and OGI will be
merged with and into TAG. The aggregate purchase price is
approximately $265 million including the issuance of convertible
preferred stock of TAG and assumption of certain indebtedness.
The amount of TAG preferred stock comprising the purchase price is
subject to reduction in certain circumstances. The Transaction is
subject to certain conditions being satisfied prior to closing,
including consents from certain lenders, approvals from regulatory
authorities, including a favorable tax ruling from the Internal
Revenue Service, and consents of certain clients, which are
expected to take up to six months to obtain. If the Transaction
is consummated, it will involve a change in control of Oppenheimer
Capital and OpCap which will constitute an assignment and
termination of the Existing Agreements for the Portfolios.
Therefore, the Board of Trustees is proposing that shareholders
approve the New Agreements to take effect upon the consummation of
the Transaction. A description of the New Agreements and the
services to be provided by the Adviser is set forth below. With
the exception of the commencement and termination dates, the New
Agreements are substantially identical to the Existing Agreements.
The principal business address of OpCap, Oppenheimer Capital
and their affiliates is Oppenheimer Tower, 200 Liberty Street, One
World Financial Center, New York, New York 10281. The principal
business address of OpCap would not change following the
Transaction. Joseph La Motta is Chairman of Oppenheimer Capital
and OpCap. George Long is President of Oppenheimer Capital and
Bernard H. Garil is President of OpCap.
At a meeting held on April 8, 1997, the Trust's Board of
Trustees, including all of the "non-interested" Trustees, approved
and determined to submit to shareholders for approval at this
Special Meeting, the New Agreements with the Adviser. The New
Agreements are attached to this Proxy Statement as Exhibits A and
B.
Investment companies with similar investment objectives as
the Portfolios for which the Adviser provides investment advisory
services, the amount of their net assets as of February 28, 1997
and the annual rates of OpCap fees for its services to such
companies are set forth in Exhibit C to this Proxy Statement.
Portfolio Managers. Investment decisions with respect to the
Portfolios are made by the following portfolio managers:
Eileen Rominger is a senior equity portfolio manager and
research analyst. In addition to the Value Equity Portfolio, she
is responsible for the management of separate account portfolios,
the Oppenheimer Quest Value Fund and several other variable
annuity funds managed or subadvised by OpCap. She brings eighteen
years of investment experience to her current position. Ms.
Rominger joined Oppenheimer Capital in 1981 and originally devoted
her time exclusively to finding and analyzing investment
opportunities. Her analytical work has encompassed many
industries and companies. Later, she assumed her current
responsibilities, combining her security analysis work with
portfolio management. Ms. Rominger graduated from Fairfield
University with a BA Cum Laude in English literature and earned an
MBA in Finance from the Wharton Graduate School of Business.
Richard J. Glasebrook, II is a senior equity portfolio
manager and analyst at Oppenheimer Capital. He is responsible for
tax-exempt portfolios and several investment companies advised or
subadvised by OpCap, including the Oppenheimer Quest Opportunity
Value Fund and the Opportunity Value Portfolio of the Trust.
Morningstar, Inc. named Mr. Glasebrook the 1995 Variable Fund
Manager of the Year. He joined the firm in 1990 and brings 23
years investment experience to his current position. From 1983 to
1990, Mr. Glasebrook was a partner with Delafield Asset Management
serving as a portfolio manager and analyst. For three years prior
to this, he was responsible for the portfolios of several high-
net-worth individuals and their family estates. From 1974 to
1980, Mr. Glasebrook held the position of portfolio manager and
analyst with Morgan Guaranty Trust Co. He is a member of the
Association for Investment Management and Research. Mr.
Glasebrook, a Chartered Financial Analyst, graduated from Kenyon
College in 1970 with a BA in Economics Magna Cum Laude and
received an MBA from Harvard Graduate School of Business
Administration.
Effects of the Transaction. Upon consummation of the Transaction,
Oppenheimer Capital and OpCap will be controlled by PIMCO
Advisors. PIMCO Advisors has advised OGI that it anticipates that
the senior portfolio management team of Oppenheimer Capital will
continue in their present capacities; that the eligibility of
OpCap to serve as an investment adviser or sub-adviser will not be
affected by the Transaction; and that Oppenheimer Capital and
OpCap will be able to continue to provide advisory and management
services with no material changes in operating conditions. PIMCO
Advisors has further advised OGI and the Board of Trustees that it
currently anticipates that the Transaction will not affect the
ability of Oppenheimer Capital and OpCap to fulfill their
obligations under their investment advisory or sub-advisory
agreements.
Information Concerning PIMCO. PIMCO Advisors, with approximately
$110 billion in assets under management as of December 31, 1996,
is one of the largest publicly traded money management firms in
the United States. PIMCO Advisors address is 800 Newport Center
Drive, Suite 100, Newport Beach, California 92660.
PIMCO Partners, G.P. ("PIMCO GP") is PIMCO Advisors sole
general partner and owns approximately 42.83% and 66.37%,
respectively of the total outstanding Class A and Class B units of
limited partnership interest ("Unit") of PIMCO Advisors. Upon the
closing of the Transaction, PIMCO GP will own a majority of the
voting stock of TAG which in turn owns approximately 14.94% and
25.06%, respectively, of the Units of PIMCO Advisors. PIMCO GP is
a California general partnership with two general partners. The
first of these is an indirect wholly-owned subsidiary of Pacific
Mutual Life Insurance Company ("Pacific Mutual").
PIMCO Partners L.L.C. ("PPLLC"), a California limited
liability company, is the second, and managing, general partner of
PIMCO GP. PPLLCs members are the Managing Directors (the "PIMCO
Managers") of Pacific Investment Management Company, a subsidiary
of PIMCO Advisors (the "PIMCO Subpartnership"). The PIMCO
Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy,
William F. Podlich, III, Frank B. Rabinovitch, Brent R. Harris,
John L. Hague, William S. Thompson Jr., William C. Powers, David
H. Edington, Benjamin Trosky, William R. Benz, II and Lee R.
Thomas, III.
PIMCO Advisors is governed by an Operating Board and an
Equity Board. Governance matters are allocated generally to the
Operating Board and the Operating Board delegates to the Operating
Committee the authority to manage day-to-day operations of PIMCO
Advisors. The Operating Board is composed of twelve members,
including the chief executive officer of the PIMCO Subpartnership
as Chairman and six PIMCO Managers designated by the PIMCO
Subpartnership.
The authority of PIMCO Advisors Operating Board and
Operating Committee to take certain specified actions is subject
to the approval of PIMCO Advisors Equity Board. Equity Board
approval is required for certain major transactions (e.g.,
issuance of additional PIMCO Advisors Units and appointment of
PIMCO Advisors chief executive officer). In addition, the Equity
Board has jurisdiction over matters such as actions which would
have a material effect upon PIMCO Advisors business taken as a
whole and (after an appeal from an Operating Board decision)
matters likely to have a material adverse economic effect on any
subpartnership of PIMCO Advisors. The Equity Board is composed of
twelve members, including the chief executive officer of PIMCO
Advisors, three members designated by a subsidiary of Pacific
Mutual, the chairman of the Operating Board and two members
designated by PPLLC.
Because of its power to appoint (directly or indirectly)
seven of the twelve members of the Operating Board as described
above, the PIMCO Subpartnership may be deemed to control PIMCO
Advisors. Because of the direct or indirect power to appoint 25%
of the members of the Equity Board, (i) Pacific Mutual and (ii)
the PIMCO Managers and/or the PIMCO Subpartnership may each be
deemed, under applicable provisions of the 1940 Act, to control
PIMCO Advisors. Pacific Mutual, PIMCO Subpartnership and the PIMCO
Managers disclaim such control.
Section 15(f) of the 1940 Act is available to OGI in
connection with PIMCO Advisors' acquisition of a controlling
interest in Oppenheimer Capital and its subsidiary OpCap. Section
15(f) provides, in pertinent part, that an investment adviser and
its affiliates may receive any amount or benefit in connection
with a sale of an interest in such investment adviser which
results in an assignment of an investment advisory contract if (1)
for a period of three years after the time of such event, 75% of
the members of the Board of Trustees or Directors of the
investment company which it advises are not "interested persons"
(as defined in the 1940 Act) of the new or old investment adviser,
and (2) during the two-year period after the date on which the
transactions occurs, there is no "unfair burden" imposed on the
investment company as a result of the transaction. For this
purpose, "unfair burden" is defined to include any arrangement
during the two-year period after the transaction whereby the
investment adviser or predecessor or successor investment
advisers, or any interested person of any such adviser, receives
or is entitled to receive any compensation directly or indirectly
(i) from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the
investment company other than bona fide ordinary compensation as
principal underwriter for such company, or (ii) from the
investment company or its security holders for other than bona
fide investment advisory or other services. No compensation
arrangements of the types described above are contemplated in the
proposed Transaction. The Trust's Board of Trustees is aware of
no circumstances arising from the Transaction that might result in
an unfair burden being imposed on the Portfolios. Moreover, PIMCO
Advisors have agreed with OGI that they will use commercially
reasonable efforts to insure that no unfair burden will be imposed
on the Portfolios by or as a result of the Transaction during such
two-year period. The second condition of Section 15(f) is that
during the three-year period following the consummation of a
transaction, at least 75% of the investment company's board of
trustees must not be "interested persons" of the investment
adviser or predecessor adviser. The Trust's compliance with or
exemption from such 75% disinterested board requirement is a
condition to consummation of the Transaction, and PIMCO Advisors
has entered into related agreements with OGI with respect to such
requirement during such three-year period.
Services and Fees under the New Agreement. Under the New
Agreements, the Adviser shall regularly provide investment advice
with respect to the Portfolios and invest and reinvest cash,
securities and the property comprising the assets of the
Portfolios. The fees payable by the Manager to OpCap under the
New Agreements will be at the same rate as the fees payable under
the Existing Agreements. For the fiscal year ended December 31,
1996, the Value Equity and Opportunity Value Portfolios paid
$768,579 and $197, respectively, in management fees of which
$563,953 was paid to OpCap for Value Equity Portfolio. No fees
were paid to OpCap for Opportunity Value Portfolio.
Limitation of Liability. The New Agreements provide that in the
absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its duties or obligations, the Adviser shall
not be liable to the Manager for any act or omission in the course
of or in connection with rendering services under the New
Agreements or for any losses that may be sustained in the
purchase, holding or sale of any security. This provision is
identical to the provision on limitation of liability in the
Existing Agreements.
Termination. The termination provisions of the New Agreements and
the Existing Agreements are identical. Each New Agreement may be
terminated by the respective Portfolio at any time without penalty
upon 60 days written notice to the other party and by the Adviser
upon 150 days, prior written notice to the Manager. Termination
by a Portfolio must be approved by the vote of a majority of the
Trustees or by vote of a majority of the outstanding shares of the
Portfolio. The New Agreements will terminate in the event of an
"assignment," as required by the 1940 Act.
Portfolio Transactions and Brokerage. Provisions of the New
Agreements relating to portfolio transactions and brokerage are
identical to those provisions in the Existing Agreements. During
the fiscal year ended December 31, 1996, the Value Equity
Portfolio and the Opportunity Value Portfolio paid $90,589 and
$291, respectively, in brokerage commissions of which $2,908 from
Value Equity Portfolio was paid to Oppenheimer & Co., Inc., an
affiliated broker-dealer of OpCap.
Evaluation By The Board of Trustees. The Board of Trustees has
determined that continuity and efficiency of portfolio management
services after the Transaction can best be assured by approving
the New Agreements on behalf of the Portfolios. The Board
believes that the New Agreements will enable the Portfolios to
continue to obtain sub-advisory services of high quality at costs
which it deems appropriate and reasonable, and that approval of
the New Agreements is in the best interests of the Portfolios and
their shareholders.
In evaluating the New Agreements, the Board of Trustees
requested and reviewed, with the assistance of legal counsel,
materials furnished by OpCap and PIMCO Advisors. These materials
included financial statements as well as other written information
regarding PIMCO Advisors and its personnel, operations, and
financial condition. The Board also reviewed information about
OpCap, including its brokerage policies described above.
Consideration was given to comparative performance and cost
information concerning other mutual funds with similar investment
objectives, including information prepared by Lipper Analytical
Services, Inc. The Board of Trustees also reviewed and discussed
the terms and provisions of the New Agreements as compared to the
Existing Agreements as well as the arrangements of other mutual
funds, particularly with respect to the allocation of various
types of expenses, levels of fees and resulting expense ratios.
The Board evaluated the nature and extent of services provided by
other investment advisers to their respective funds and also
considered the benefits OpCap would obtain from its relationship
with the Portfolios and the economies of scale in costs and
expenses to the Adviser associated with its providing such
services. The Board also met with representatives of PIMCO
Advisors to discuss their current intentions with respect to
Oppenheimer Capital and OpCap.
The Board considered: (i) the quality of the operations and
services which have been provided to the Portfolio by OpCap and
which are expected to continue to be provided after the
Transaction, with no change in fee rates; (ii) the overall
experience and reputation of OpCap in providing such services to
investment companies, and the likelihood of its continued
financial stability; (iii) the capitalization of PIMCO Advisors;
(iv) the aspects of the Transaction that would affect the ability
of OpCap to retain and attract qualified personnel; and (v) the
benefits of continuity in the services to be provided under the
New Agreements. Based upon its review, the Board of Trustees
concluded that the terms of the New Agreements are reasonable,
fair and in the best interests of the Portfolios and their
shareholders, and that the fees provided therein are fair and
reasonable in light of the usual and customary charges made by
others for services of the same nature and quality. Accordingly,
the Board concluded that continuing to retain OpCap as Adviser to
the Portfolios after the Transaction is desirable and in the best
interests of the Portfolios and their shareholders. Based on
these and other considerations, the Board unanimously recommended
approval of the New Agreements and their submission to
shareholders of each Portfolio for their respective approvals.
The New Agreements will become effective on the date that the
Transaction is consummated. The New Agreements will continue in
effect until two years from their effective date, and thereafter
for successive annual periods as long as such continuance is
approved in accordance with the 1940 Act. If the Transaction is
not consummated, the Existing Agreements will remain in effect
according to their terms.
Vote Required. As provided under the 1940 Act, approval of each
New Agreement will require the vote of a majority of the
outstanding Shares of the respective Portfolio. Under the 1940
Act, the vote of a "majority of the outstanding voting securities"
of an investment company (or a series thereof) means the vote, at
a duly-called annual or special meeting of shareholders, of 67% or
more of the shares present at such meeting, if the holders of more
than 50% of the outstanding shares of such company or series are
present or represented by proxy, or of more than 50% of the total
outstanding shares of such company or series, whichever is less (a
"Majority Vote").
THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED
PERSONS OF THE TRUST, OPCAP ADVISORS, ENDEAVOR INVESTMENT
ADVISERS, PIMCO ADVISORS L.P. OR THEIR AFFILIATES, UNANIMOUSLY
RECOMMEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO VOTE TO APPROVE
THE APPLICABLE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN ENDEAVOR
INVESTMENT ADVISERS AND OPCAP ADVISORS.
PROPOSAL 2:
TO APPROVE OR DISAPPROVE A PROPOSED AMENDMENT TO THE VALUE EQUITY
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 Value
Equity Portfolio's fundamental investment restriction regarding
illiquid securities. Currently, the Value Equity Portfolio's
investment restrictions include a fundamental restriction which
provides that the Value Equity Portfolio may not:
Invest more than 10% 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.
It is proposed to increase this percentage from 10% to 15%
of net assets. It is also 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 Value Equity Portfolio would have difficulty
liquidating 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 Value Equity
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 recognition of the increased size and liquidity of the
institutional market for unregistered securities and the
importance of institutional investors in the capital formation
process, the Securities and Exchange Commission (the "SEC") has
adopted Rule 144A under the Securities Act of 1933, as amended,
which allows for a broad institutional trading market for
securities subject to restriction on resale to the general public.
As these institutional markets develop, the Value Equity Portfolio
would be constrained by its current investment restrictions even
though the institutional restricted securities markets would
provide readily ascertainable market values for restricted
securities and the ability to reduce an investment to cash in
order to satisfy Value Equity Portfolio share redemption orders on
a timely basis. In order to take advantage of these regulatory
initiatives and the increasingly liquid institutional trading
markets, the Board recommends that the Value Equity Portfolio
reclassify as non-fundamental its policy regarding investments in
illiquid securities. If approved by shareholders, the Board
intends to adopt a non-fundamental policy limiting the Value
Equity Portfolio's investments in illiquid securities to not more
than 15% of its total assets, which is consistent with the current
SEC staff position on illiquid investments. Under this new
policy, restricted securities that are nonetheless liquid may be
purchased without limitation.
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
Value Equity 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 Value Equity 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 Value Equity Portfolio.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE
VALUE EQUITY PORTFOLIO'S INVESTMENT RESTRICTION UNANIMOUSLY
REGARDING ILLIQUID SECURITIES.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is not generally required to hold annual or
special meetings of 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., Mail Zone 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.
May 9, 1997
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
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __th day of _______, 1997, by and
between OpCap Advisors, a Delaware general partnership (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 Equity 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 1940 Act, 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 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.
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.
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
OPCAP ADVISORS
BY: ____________________________
Authorized Officer
SCHEDULE A
Value Equity .40% of average
daily net assets
Portfolio
EXHIBIT B
FORM OF
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this __th day of _______, 1997, by and
between OpCap Advisors, a Delaware general partnership (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 Opportunity Value
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 1940 Act, 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 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.
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.
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
OPCAP ADVISORS
BY: ____________________________
Authorized Officer
SCHEDULE A
Opportunity Value .40% of average
daily net assets; provided
Portfolio however that no fee shall be payable to the Adviser
until the earlier of the events specified in (a )or (b) below:
(a) the net assets of the Portfolio equal or exceed $25,000,000;
(b) The Adviser notifies the Manager that as of a specified date,
the .40% fee will be due and payable.
EXHIBIT C
OPCAP ADVISORS
Net Assets
as of
Investment Company February 28, 1997 Annual Fee Rate
Enterprise Accumulation $346 million .40% of the first $1
billion
Trust: Equity Fund of average daily net assets
.30% of net assets over
$1 billion
Enterprise Accumulation $2.1 billion .40% of the first $1
billion
Trust: Managed Fund of average daily net assets
.30% of net assets over
$1 billion
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
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
ENDEAVOR SERIES TRUST
(Name of Registrant as Specified In Its Charter)
GAIL A. HANSON
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] 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 transactions
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 (Set forth the amount on
which
the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identity 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: April 21, 1997
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