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 October 9, 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 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 Portfolio (formerly the
Endeavor Value Equity Portfolio), Jennison Growth Portfolio (formerly the
Endeavor Opportunity Value Portfolio) and Capital Guardian Global Portfolio
(formerly the Endeavor Select 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 be
executed on the day of September, 2000.
ENDEAVOR SERIES TRUST
By:
----------------------------
Authorized Officer
ENDEAVOR MANAGEMENT CO.
By:
----------------------------
Authorized Officer
<PAGE>
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 .85% of first $300 million of average daily net
assets; .80% of average daily net assets over $300
million up to $500 million; .775% of average daily net
assets over $500 million
Dreyfus Small Cap Value 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 .85% of average daily net assets
Endeavor Enhanced Index Portfolio .75% of average daily net assets
Capital Guardian Global Portfolio 1.05% of
first $150 million
of average daily net
assets; 1.00% of
average daily net
assets over $150
million up to $300
million; .95% of
average daily net
assets over $300
million up to $500
million; .925% of
average daily net
assets over $500
million
Endeavor High Yield Portfolio .775% of average daily net assets
Endeavor Janus Growth Portfolio .80% of average daily net assets
Capital Guardian Value Portfolio .85% of
first $300 million
of average daily net
assets; .80% of
average daily net
assets over $300
million up to $500
million; .775% of
average daily net
assets over $500
million
</TABLE>
