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:
TCW Money Market Portfolio, TCW Managed Asset Allocation Portfolio, Value Equity
Portfolio, Dreyfus Small Cap Value Portfolio, Dreyfus U. S. Government
Securities Portfolio, T. Rowe Price Equity Income Portfolio, T. Rowe Price
Growth Stock Portfolio, T. Rowe International Stock Portfolio and Opportunity
Value 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, 1996
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. umber 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: 60,162,576 Aggregate Dollar Amount: $262,444,255
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):
Total: Shares: 2,360,324 Aggregate Dollar Amount: $13,024,994
*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): x 1/3300
(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.
*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. The Registrant offers its shares exclusively
to registered separate accounts of affiliated insurance companies.
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:
Not Applicable
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 27, 1997
*Please print the name and title of the signing officer below the signature
SULLIVAN & WORCESTER LLP
1025 CONNECTICUT AVENUE, N.W.
WASHINGTON, D.C. 20036
TELEPHONE: 202-775-8190
FACSIMILE: 202-293-2275
767 THIRD AVENUE ONE POST OFFICE SQUARE
NEW YORK, NEW YORK 10017 BOSTON, MASSACHUSETTS 02109
TELEPHONE: 212-486-8200 TELEPHONE: 617-338-2800
FACSIMILE: 212-758-2151 FACSIMILE: 617-338-2880
February 27, 1997
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, 1996 (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
<PAGE>
