AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT
This Amendment No. 2 to the Management Agreement (the "Agreement") dated
July 22, 1999, as amended on April 28, 2000, by and between Endeavor Series
Trust (the "Trust") and Endeavor Management Co. (the "Manager"), is entered into
effective August , 2000.
1. Investment Description; Appointment. Pursuant to Section 1 of the
Agreement the Trust hereby notifies the Manager that it has established one
additional investment portfolio (the "New Investment Portfolio"), namely the
CAPITAL GUARDIAN U.S. EQUITY PORTFOLIO and that the New Investment Portfolio
should be included as "Portfolios" as that term is defined in the Agreement.
2. Management Fees. Schedule A to the Agreement and attached hereto is
hereby amended to reflect the management fee payable with respect to the Capital
Guardian U.S. Equity Portfolio as well as revisions to the management fees
payable with respect to the Capital Guardian Value Equity Portfolio
(formerly the Endeavor Value Equity Portfolio), Capital Guardian Global
Portfolio (formerly the Endeavor Select Portfolio) and Jennison Growth Portfolio
(formerly the Endeavor Opportunity Value Portfolio).
3. Miscellaneous. All other terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
executed on the day of August, 2000.
ENDEAVOR SERIES TRUST
By:
Authorized Officer
ENDEAVOR MANAGEMENT CO.
By:
Authorized Officer
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SCHEDULE A
<TABLE>
<CAPTION>
Portfolio Percentage of daily net assets
--------- ------------------------------
<S> <C>
Endeavor Money Market Portfolio .50% of average daily net assets
Endeavor Asset Allocation Portfolio .75% of average daily net assets
T. Rowe Price International Stock Portfolio .90% of average daily net assets
Capital Guardian U.S. Equity Portfolio .90% of average daily net assets
Dreyfus Small Cap Portfolio .80% of average daily net assets
Dreyfus U.S. Government Securities Portfolio .65% of average daily net assets
T. Rowe Price Equity Income Portfolio .80% of average daily net assets
T. Rowe Price Growth Stock Portfolio .80% of average daily net assets
Jennison Growth Portfolio .95% of average daily net assets
Endeavor Enhanced Index Portfolio .75% of average daily net assets
Capital Guardian Global Portfolio 1.05% of average daily net assets
Endeavor High Yield Portfolio .775% of average daily net assets
Endeavor Janus Growth Portfolio 0.80% of average daily net assets
Capital Guardian Value Equity Portfolio .90% of first $150 million of average daily
net assets; .875%
average net assets
over $150 million up
to $300 million;
.825% of average
daily net assets over
$300 million up to
$500 million; .80% of
average daily net
assets over $500
million
</TABLE>
<PAGE>
