U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Endeavor Series Trust
2101 East Coast Highway, Suite 300
Corona del Mar, CA 92625
2. Name of each series or class of funds for which this
notice is filed:
Money Market Portfolio, Managed Asset Allocation Portfolio, T.
Rowe Price International Stock Portfolio, Quest for Value Equity
Portfolio, Quest for Value Small Cap Portfolio, U. S. Government
Securities Portfolio, T. Rowe Price Equity Income Portfolio, T.
Rowe Price Growth Stock Portfolio
3. Investment Company Act File Number: 811-5780
Securities Act File Number: 33-27352
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
*
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable
(see Instruction A.6): N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act of
1933 other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal year:
15,776,151 shares
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
None
*9. Number and aggregate sale price of securities sold during
the fiscal year:
Total: Shares: 0 Aggregate Dollar Amount: $0
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:
Total: Shares: 41,579,643 Aggregate Dollar Amount:
$166,032,584
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
N/A
*12. Calculation of registration fee:
( i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in connection with
dividend
reinvestment plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or repurchased
during
the fiscal year (if applicable)
(iv) Aggregate price of shares redeemed or repurchased
and
previously applied as a reduction to filing fees
pursuant to
rule 24e-2 (if applicable):
( v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus line
(ii), less line (iii), plus line (iv)] (if
applicable): ________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation (see
Instruction
C.6):
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
Instructions: Issuer should complete lines (ii), (iii), (iv)
and (v) only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
*The Trust's aggregate number of shares and aggregate sale price
of securities sold during the fiscal year December 31, 1995:
41,579,643 shares and an aggregate dollar amount of
$166,032,584. No fee is due as all shares were sold to
unmanaged separate accounts whose interests have been registered
under the Securities Act of 1933 and for which registration fees
have been paid.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a).
*
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
February 28, 1996
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Gail A. Hanson
Gail A. Hanson,
Assistant Secretary
Date: February 28, 1996
*Please print the name and title of the signing officer below
the signature
shared\generl2\form24f2.doc
SULLIVAN & WORCESTER LLP
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2800
FACSIMILE: 212-758-2151 FACSIMILE: 617-338-
2880
February 26, 1996
Endeavor Series Trust
2101 East Coast Highway
Suite 300
Corona del Mar, CA 92625
Re: Notice Pursuant to Rule 24f-2 under
the Investment Company Act of 1940
Ladies and Gentlemen:
You have requested our opinion with respect to certain
matters
of Massachusetts law in connection with the notice pursuant to
Rule
24f-2 (the "Rule 24f-2 Notice") under the Investment Company Act
of
1940, as amended, of Endeavor Series Trust, a Massachusetts
business trust with transferable shares (the "Trust") established
under a Declaration of Trust dated November 18, 1988 (the
"Declaration"), making definite the registration under the
Securities Act of 1933, as amended, of the shares of beneficial
interest without par value of the Trust sold during the Trust's
fiscal year ended December 31, 1995 (the "Shares").
We have reviewed the actions taken by the Trustees of the
Trust to organize the Trust and to authorize the issuance and sale
of the Shares. In this connection we have examined the
Declaration
and the By-Laws of the Trust, the Rule 24f-2 Notice, the Trust's
registration statement on Form N-1A (Registration No. 33-27352),
as
amended, including the prospectus and statement of additional
information forming a part thereof, certificates of officers of
the
Trust and of public officials as to matters of fact, and such
other
documents and instruments, certified or otherwise identified to
our
satisfaction, and such questions of law and fact, as we have
considered necessary or appropriate for the purpose of rendering
the opinions expressed herein. In such examination we have
assumed, without independent verification, the genuineness of all
signatures (whether original or photostatic), the authenticity of
all documents submitted to us as originals, and the conformity to
the authentic original documents of all documents submitted to us
as certified or photostatic copies. As to all questions of fact
material to such opinions, we have relied upon the representations
contained in the Rule 24f-2 Notice and the certificates referred
to
above. We have assumed, without independent verification, the
accuracy of the relevant facts stated therein.
This letter expresses our opinion as to the provisions of the
Declaration and the laws of The Commonwealth of Massachusetts
applying to business trusts generally, but does not extend to the
Massachusetts Uniform Securities Act, or to federal securities or
other laws.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under the laws of The Commonwealth of
Massachusetts:
1. The Trust is validly existing as a trust with
transferable shares of the type commonly called a Massachusetts
business trust.
2. The Trust is authorized to issue an unlimited number of
shares of beneficial interest without par value; the Shares have
been duly and validly authorized by all requisite action of the
Trustees of the Trust, and no action of the shareholders of the
Trust is required in such connection.
3. The Shares have been validly and legally issued, and all
of the Shares which remain outstanding at the date hereof are
fully
paid and nonassessable by the Trust.
With respect to the opinion stated in paragraph 3 above, we
wish to point out that shareholders of a Massachusetts business
trust may under some circumstances be subject to assessment at the
instance of creditors to pay the obligations of such trust in the
event that its assets are insufficient for the purpose.
We hereby consent to the filing of this opinion as an exhibit
to the Rule 24f-2 Notice. In giving such consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder.
Very truly yours,
SULLIVAN & WORCESTER LLP
