As filed with the Securities and Exchange Commission on October 28, 1997
Securities Act File No. 33-27352
Investment Company Act File No. 811-5780
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
Post-Effective Amendment No. 20 X
-------- ---
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 X
Amendment No. 23
ENDEAVOR SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
2101 East Coast Highway, Suite 300
Corona del Mar, California 92625
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (800) 854-8393
James R. McInnis
President
Endeavor Series Trust
2101 East Coast Highway, Suite 300, Corona del Mar, California 92625
(Name and Address of Agent for Service)
Copies to:
Robert N. Hickey, Esq.
Sullivan & Worcester LLP
1025 Connecticut Avenue, N.W. Washington, D.C. 20036
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) on
_______________, pursuant to paragraph (b) 60 days after
filing pursuant to paragraph (a)(1) on _______________,
pursuant to paragraph (a)(1) 75 days after filing pursuant to
paragraph (a)(2) on _______________, pursuant to paragraph
(a)(2)
This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
The Registrant has previously filed a declaration of indefinite registration
of shares of beneficial interest of its Montgomery Select 50 Portfolio, TCW
Money Market Portfolio, TCW Managed Asset Allocation Portfolio, T. Rowe Price
International Stock Portfolio, Value Equity Portfolio, Dreyfus Small Cap Value
Portfolio, Dreyfus U.S. Government Securities, T. Rowe Price Equity Income
Portfolio, T. Rowe Price Growth Stock Portfolio Opportunity Value Portfolio and
Enhanced Index Portfolio pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended, (the "1940 Act"). Registrant's Rule 24f-2 Notice, on behalf
of its TCW Money Market Portfolio, TCW Managed Asset Allocation Portfolio, T.
Rowe Price International Stock 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 and Opportunity
Value Portfolio (Enhanced Index Portfolio did not commence operations until May
2, 1997 and Montgomery Select 50 Portfolio is not yet effective), for the fiscal
year ended December 31, 1996 was filed on February 27, 1997.
<PAGE>
ENDEAVOR SERIES TRUST
Cross Reference Sheet
Pursuant to Rule 495(a)
Part A
Item Registration Statement
No. Caption Caption in Prospectus
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Financial Highlights
Information
4. General Description
of Registrant Cover Page; The Fund;
Investment Objective
and Policies
5. Management of the Fund The Fund; Management of
the Fund;
Additional Information
5A. Management's Discussion Not Applicable
of Fund Performance
6. Capital Stock and Other The Fund; Dividends,
Securities Distributions and
Taxes; Organization
and Capitalization of
the Fund; Additional
Information
7. Purchase of Securities Sale and Redemption of
Being Offered Shares
8. Redemption or Repurchase Sale and Redemption of
Shares
9. Pending Legal Proceedings Not Applicable
<PAGE>
Part B
Item Registration Statement
No. Caption Caption in Prospectus
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and Organization and
History Capitalization of the
Fund
13. Investment Objectives and Investment Objective
Policies and Policies
14. Management of the Fund Management of the Fund
15. Control Persons and Management of the Fund
Principal Holders of
Securities
16. Investment Advisory and Management of the Fund
Other Services
17. Brokerage Allocation and Portfolio Transactions
Other Practices
18. Capital Stock and Other Organization and
Securities Capitalization of the
Fund
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemption of Shares
Being Offered
20. Tax Status Taxes
21. Underwriters Management of the Fund
22. Calculation of Performance Information
Performance Data
23. Financial Statements Financial Statements
PART C
The information required to be included in Part C is set
forth under the appropriate Items, so numbered, in Part C to this
Post-Effective Amendment.
<PAGE>
ENDEAVOR SERIES TRUST
Part A: The Prospectus dated May 1, 1997 is incorporated by reference
to Post-Effective Amendment No. 17 as filed with the Securities and Exchange
Commission (the "SEC") on May 1, 1997 as Accession #0000908737-97-000174. The
Prospectus dated October 8, 1997 is incorporated by reference to the
Registrant's filing under Rule 497(e) with the SEC on October 8, 1997 as
Accession #000908737-97-000376
Part B: The Statement of Additional Information dated May 1, 1997 is
incorporated by reference to to Post-Effective Amendment No. 17 as filed with
the SEC on May 1, 1997 as Accession #0000908737-97-000174. The Statement of
Additional Information dated October 8, 1997 is incorporated by reference to the
Registrant's filing under Rule 497(e) with the SEC on October 8, 1997 as
Accession #000908737-97-000376
This filing is done for the purpose of fulfilling the Trust's undertaking to
file a post-effective amendment using financial statements for its Enhanced
Index Portfolio within four to six months from the effective date of the
Portfolio and does not relate to other series of the Trust.
<PAGE>
ENDEAVOR SERIES TRUST
Supplement dated October 28, 1997 to
Prospectuses dated May 1, 1997 and October 8, 1997
The table of "Financial Highlights" below supplements information contained in
the Prospectuses, dated May 1, 1997 and October 8, 1997, and sets forth certain
financial information regarding the operations of Enhanced Index Portfolio for
the period from May 2, 1997 (commencement of operations) to September 30, 1997.
For a Portfolio share outstanding throughout the period
<TABLE>
<CAPTION>
Enhanced Index Portfolio
Period Ended
September 30, 1997*
(Unaudited)
<S> <C>
Operating performance:
Net asset value, beginning of period................................... $10.00
------
Net investment income#................................................. 0.02
Net realized and unrealized gain on investments........................ 1.99
-------
Net increase in net assets resulting from investment operations........ 2.01
-------
Net asset value, end of period......................................... $12.01
======
Total return++......................................................... 20.10%
========
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)................................... $12,415
Ratio of net investment income to average net assets................... 0.67%+
Ratio of operating expenses to average net assets**.................... 1.29%+
Portfolio turnover rate................................................ 1%
Average commission rate (per share of security)(a)..................... $0.0300
<FN>
</FN>
.........
* The Portfolio commenced operations on May 2, 1997.
** Annualized operating expense ratio before reimbursement of fees by
investment manager for the period ended September 30, 1997 was 1.53%.
+ Annualized
++ Total return represents aggregate total return for the period indicated.
# Net investment income before reimbursement of expenses by investment
manager for the period ended September 30, 1997 was $0.01.
(a) Average commission rate paid per share of securities purchased and sold by
the Portfolio.
</TABLE>
<PAGE>
ENDEAVOR SERIES TRUST
Supplement dated October 28, 1997 to
Statements of Additional Information dated May 1, 1997 and
October 8, 1997
The following unaudited financial statements relating to the Trust's Enhanced
Index Portfolio supplement the Trust's Statements of Additional Information,
dated May 1, 1997 and October 8, 1997.
Portfolio of Investments
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
------ --------
<S> <C> <C>
COMMON STOCK - 93.68%
Technology - 14.5%
107 Adobe Systems, Inc.+ ...................... $ 5,390
157 Advanced Micro Devices, Inc. .............. 5,112
587 Bay Networks, Inc.+ ....................... 22,673
440 Cabletron Systems, Inc.+ .................. 14,080
26 Choicepoint, Inc. ......................... 972
1,840 Cisco Systems, Inc.+ ...................... 134,435
1,027 Compaq Computer Corporation+ .............. 76,768
1,015 Computer Associates International, Inc.+ .. 72,890
524 Dell Computer Corporation+ ................ 50,762
81 Electronic Arts Inc.+ ..................... 3,129
1,363 Electronic Data Systems Corporation ....... 48,386
688 EMC Corporation+ .......................... 40,162
1,238 First Data Corporation .................... 46,502
356 Gateway 2000, Inc.+ ....................... 11,192
4,088 Intel Corporation ......................... 377,374
2,740 International Business Machines Corporation 290,269
100 Lucent Technologies ....................... 8,138
1,490 Microsoft Corporation+ .................... 197,146
1,642 Motorola, Inc. ............................ 118,019
406 National Semiconductor Inc.+ .............. 16,646
2,735 Oracle Corporation+ ....................... 99,657
369 Quantum Corporation+ ...................... 14,137
70 Read-Rite Corporation+ .................... 1,715
264 Silicon Graphics, Inc.+ ................... 6,930
1,029 Sun Microsystems Inc.+ .................... 48,170
213 Sybase, Inc. .............................. 3,834
535 Texas Instruments, Inc. ................... 72,292
196 Xilinx, Inc. .............................. 9,923
---------
1,796,703
---------
Financial Services - 12.2%
139 A.G. Edwards Inc. ......................... 7,141
159 Ahmanson (H.F.) & Company ................. 9,033
135 Amsouth Bancorporation .................... 6,539
121 Associates First Capital Corporation ...... 7,532
1,142 Banc One Corporation ...................... 63,738
1,240 Bankamerica Corporation ................... 90,908
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
(Note 1)
------
Shares
- ------
<S> <C> <C>
COMMON STOCK - (Continued)
Financial Services - Continued
205 BankBoston Corporation................................................. $18,130
166 Bankers Trust N.Y. Corporation........................................ 20,335
785 Barnett Banks of Florida, Inc.......................................... 55,539
107 BB&T Corporation....................................................... 5,718
236 Bear Stearns Companies, Inc............................................ 10,384
115 Beneficial Corporation................................................. 8,762
45 CCB Financial Corporation.............................................. 3,628
58 Central Fidelity Banks, Inc............................................ 2,566
100 Charter One Financial, Inc............................................. 5,913
917 Chase Manhattan Corporation............................................ 108,206
920 Citicorp............................................................... 123,223
105 Comerica, Inc.......................................................... 8,288
60 Commerce Bancshares, Inc. ............................................. 3,532
105 Compass Bancshares, Inc................................................ 4,082
88 ContiFinancial Corporation+............................................ 2,860
294 Corestate Financial Corporation........................................ 19,459
240 Crestar Financial Corporation.......................................... 11,250
43 Deposit Guaranty Corporation........................................... 1,432
1,504 Federal Home Loan Mortgage Corporation................................. 53,016
2,298 Federal National Mortgage Association.................................. 108,006
55 Finova Group, Inc...................................................... 5,204
148 First America Bankcorp................................................. 7,946
58 First American Corporation............................................. 2,835
594 First Chicago Corporation NBD ......................................... 44,698
63 First Commerce Corporation............................................. 3,536
59 First Commercial Corporation........................................... 2,832
13 First Empire State Corporation......................................... 5,395
121 First Tennessee National Corporation................................... 6,897
576 First Union Corporation................................................ 28,836
48 First Virginia Banks Inc............................................... 2,280
313 Firstar Corporation.................................................... 11,346
589 Fleet Financial Group, Inc............................................. 38,616
123 Golden West Financial Corporation...................................... 11,039
87 Greenpoint Financial Corporation....................................... 5,514
260 Hibernia Corporation, Class A.......................................... 4,420
231 Household International, Inc........................................... 26,146
160 Huntington Bancshares, Inc............................................. 5,770
181 Keycorp New............................................................ 11,516
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
- ------ --------
<S> <C>
COMMON STOCK - (Continued)
Financial Services - Continued
99 Lehman Brothers Holdings, Inc................ $5,309
125 Marshall & Ilsley Corporation................ 6,328
75 Mercantile Bankshares Corporation............ 5,709
1,149 Morgan Stanley/Dean Witter Discover ......... 62,118
1,115 NationsBank Corporation...................... 68,991
133 North Fork Bancorporation, Inc............... 3,857
47 Old Kent Financial Corporation.............. 3,032
87 Pacific Century Financial.................... 4,693
184 Paine Webber Group, Inc...................... 8,568
462 PNC Bank Corporation......................... 22,551
89 Provident Financial Group, Inc............... 4,211
192 Providian Financial Corporation.............. 7,620
128 Regions Financial Corporation................ 4,704
119 Republic NY Corporation...................... 13,521
168 Salomon Inc.................................. 12,632
731 Signet Banking Corporation................... 39,657
216 Southtrust Corporation....................... 10,638
154 Sovereign Bancorp, Inc....................... 2,695
186 Star Banc Corporation........................ 8,544
144 Summit Bankcorp.............................. 6,399
100 TCF Financial Corporation.................... 5,844
110 The Money Store Inc.......................... 3,135
1,460 Travelers, Inc............................... 99,645
109 Union Planters Corporation................... 6,090
264 US Bancorp................................... 25,476
41 Valley National Bancorp...................... 1,299
15 Wachovia Corporation......................... 1,080
103 Washington Federal, Inc...................... 3,051
542 Washington Mutual, Inc....................... 37,805
157 Wells Fargo & Company........................ 43,175
68 Wilmington Trust Corporation................. 3,715
-------------
1,516,138
=============
Consumer Staples - 10.6%
1,307 Anheuser-Busch Companies Inc................. 58,978
352 Avon Products Inc............................ 21,824
2,693 Coca-Cola Company............................ 164,105
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
- ------ --------
<S> <C>
COMMON STOCK - (Continued)
Consumer Staples - Continued
175 CPC International, Inc........................................... $16,209
425 General Mills Inc................................................ 29,298
1,488 Gillette Company................................................. 128,433
976 H.J. Heinz Company............................................... 45,079
150 Hershey Foods Corporation........................................ 8,475
134 International Flavors & Fragrances, Inc.......................... 6,566
1,097 Kellogg Company.................................................. 46,211
1,480 Kimberly-Clark Corporation....................................... 72,428
131 Nabisco Holdings Corporation, Class A............................ 5,576
2,857 PepsiCo, Inc..................................................... 115,887
3,965 Philip Morris Companies Inc...................................... 164,795
3,601 Proctor & Gamble Company......................................... 248,694
283 Ralston-Ralston Purina Group .................................... 25,046
1,278 Sara Lee Corporation............................................. 65,817
425 Unilever, NV ADR................................................. 90,366
------------
1,313,787
============
Energy - 9.3%
145 Amerada Hess Corporation......................................... 8,945
739 Amoco Corporation................................................ 71,221
118 Anadarko Petroleum Corporation................................... 8,474
148 Ashland Inc...................................................... 8,047
635 Atlantic Richfield Company....................................... 54,253
257 Baker Hughes, Inc................................................ 11,244
195 Burlington Resources Inc......................................... 10,006
1,386 Chevron Corporation.............................................. 115,298
80 Cooper Cameron Corporation+...................................... 5,745
139 Diamond Offshore Drilling, Inc.+................................. 7,671
5,100 Exxon Corporation................................................ 326,719
72 Input/Output, Inc................................................ 2,133
1,663 Mobil Corporation................................................ 123,062
261 Noble Drilling Corporation+...................................... 8,417
516 Occidental Petroleum Corporation................................. 13,384
412 Phillips Petroleum Company....................................... 21,270
52 Pogo Producing Company........................................... 2,272
4,347 Royal Dutch Petroleum Company, ADR............................... 241,259
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
(Note 1)
Shares --------
- ------
<S> <C> <C>
COMMON STOCK - (Continued)
Energy - Continued
80 Smith International, Inc................................ $6,215
1,118 Texaco, Inc............................................. 68,687
330 Tosco Corporation....................................... 11,488
391 Unocal Corporation...................................... 16,911
102 Valero Energy Corporation............................... 3,347
84 Western Atlas, Inc...................................... 7,392
----------------
1,153,460
----------------
Multi-Industry - 9.2%
2,565 Allied Signal, Inc...................................... 109,013
3,987 Boeing Company.......................................... 217,042
391 Browning-Ferris Industries, Inc......................... 14,882
156 Coltec Industries, Inc.+................................ 3,373
713 Eastman Kodak Company................................... 46,300
287 Fruit of the Loom, Inc., Class A +...................... 8,072
3,647 General Electric Company................................ 248,224
1,235 General Motors Corporation, Class H..................... 81,664
361 Harris Corporation...................................... 16,516
406 Honeywell Inc........................................... 27,278
537 ITT Industries, Inc. ................................... 17,822
329 Johnson Controls, Inc................................... 16,306
282 Minnesota Mining & Manufacturing Company................ 26,085
90 Raychem Corporation..................................... 7,605
434 Raytheon Company........................................ 25,660
111 Sensormatic Electronics Corporation..................... 1,568
153 Symbol Technologies, Inc................................ 6,722
555 Tenneco Inc., New....................................... 26,571
981 Tyco International, Ltd., New........................... 80,503
121 Unifi Inc............................................... 4,953
1,784 Waste Management Inc., New.............................. 62,329
185 Wheelabrator Technologies, Inc.......................... 2,960
1,146 Xerox Corporation....................................... 96,479
----------------
1,147,927
----------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
(Note 1)
Shares ------
------
<S> <C> <C>
COMMON STOCK - (Continued)
Drugs - 7.0%
259 ALZA Corporation+................................................ $7,511
1,531 American Home Products Corporation............................... 111,763
3,210 Bristol-Myers Squibb Company..................................... 265,628
134 Forest Laboratories, Inc.+....................................... 5,645
181 Johnson & Johnson, Inc........................................... 10,430
755 Merck & Company, Inc............................................. 75,453
2,437 Pfizer Inc....................................................... 146,372
2,405 Schering-Plough Corporation...................................... 123,858
893 Warner-Lambert Company........................................... 120,499
133 Watson Pharmaceuticals........................................... 7,947
----------------
875,106
----------------
Telephone - 6.0%
328 360 Communications Company+...................................... 6,847
801 Airtouch Communications, Inc.+................................... 28,385
770 AT&T Corporation................................................ 34,121
1,575 Bell Atlantic Corporation........................................ 126,689
1,202 BellSouth Corporation............................................ 55,593
274 Frontier Corporation............................................. 6,302
3,063 GTE Corporation.................................................. 138,984
1,314 MCI Communications Corporation................................... 38,599
2,259 SBC Communications, Inc.......................................... 138,646
1,379 Sprint Corporation............................................... 68,950
2,889 WorldCom Inc..................................................... 102,198
----------------
745,314
----------------
Basic Industry - 5.0%
146 Air Products and Chemicals Inc................................... 12,109
105 Albemarble Corporation........................................... 2,625
759 Alcan Aluminum Ltd. ............................................. 26,375
478 Allegheny Teledyne Inc........................................... 13,683
581 Aluminum Company of America...................................... 47,642
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
------ --------
<S> <C> <C>
COMMON STOCK - (Continued)
Basic Industry - Continued
166 ARCO Chemical Company.......................................... $7,553
224 Bethlehem Steel Corporation.................................... 2,310
230 Boise Cascade Corporation...................................... 9,674
167 Bowater, Inc................................................... 8,517
396 Champion International Corporation............................. 24,131
139 Crompton & Knowles Corporation................................. 3,692
99 Cytec Industries Inc.+......................................... 4,740
501 Dow Chemical Company........................................... 45,434
2,481 du Pont (E.I.) de Nemours & Company............................ 152,737
252 Fort James Corporation......................................... 11,545
435 Freeport McMoRan Copper & Gold Inc., Class A................... 11,990
447 Inco, Ltd...................................................... 11,203
412 Louisiana-Pacific Corporation.................................. 10,300
59 Lubrizol Corporation........................................... 2,478
166 Lyondell Petrochemical Company................................. 4,347
216 Mead Corporation............................................... 15,606
1,152 Monsanto Company............................................... 44,928
203 Nucor Corporation.............................................. 10,696
143 Phelps Dodge Corporation....................................... 11,100
126 Pioneer Hi-Bred International, Inc............................. 11,466
86 PPG Industries, Inc............................................ 5,391
268 Praxair, Inc................................................... 13,718
156 Reynolds Metals Company........................................ 11,047
95 Rohm & Haas Company............................................ 9,114
260 Solutia, Inc................................................... 5,200
229 Temple-Inland, Inc............................................. 14,656
192 USG Corporation................................................ 9,204
82 Ucar International, Inc........................................ 3,916
23 Union Camp Corporation......................................... 1,419
276 Union Carbide Corporation...................................... 13,438
317 Weyerhauser Company............................................ 18,822
154 Worthington Industries, Inc.................................... 3,119
------------------
615,925
------------------
Services - 4.9%
520 Comcast Corporation, Class A................................... 13,390
428 Donnelley (R.R.) & Sons Company................................ 15,274
267 Equifax, Inc.+................................................. 8,394
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
(Note 1)
--------
Shares
- ------
<S> <C> <C>
COMMON STOCK - (Continued)
Services - Continued
254 Extended Stay America, Inc.+........................................ $3,810
289 Harrah's Entertainment, Inc.+....................................... 6,484
690 Hilton Hotels Corporation........................................... 23,244
196 International Game Technology Inc................................... 4,459
318 ITT Corporation, New+............................................... 21,545
2,011 McDonald's Corporation.............................................. 95,774
154 MGM Grand, Inc.+.................................................... 6,689
487 Mirage Resorts, Inc.+............................................... 14,671
1,057 Seagram Company Ltd................................................. 37,259
735 Service Corporation International................................... 23,658
2,015 Tele Communications Inc., New, Class A+............................ 41,308
1,507 Time Warner Inc..................................................... 81,661
1,772 US West Inc......................................................... 39,538
1,019 Viacom Inc., Class B................................................ 32,226
1,711 Walt Disney Productions............................................. 137,949
-------------
607,333
-------------
Retail - 4.7%
608 Albertson's, Inc.................................................... 21,204
374 Autozone, Inc.+..................................................... 11,220
270 Circuit City Stores, Inc. +......................................... 10,884
320 Corporate Express, Inc.............................................. 6,760
100 Dayton Hudson Corporation........................................... 5,994
264 Dillards, Inc - Class A Shares...................................... 11,566
518 Federated Department Stores, Inc.+.................................. 22,339
327 Gap Stores, Inc..................................................... 16,370
200 General Nutrition Companies, Inc.+.................................. 5,825
1,356 Home Depot, Inc..................................................... 70,682
303 J.C. Penney Company, Inc............................................ 17,650
743 K Mart Corporation.................................................. 10,402
697 Kroger Company...................................................... 21,041
308 Limited Inc......................................................... 7,527
432 Lowe's Companies, Inc............................................... 16,794
294 May Department Stores Company....................................... 16,023
98 Nine West Group, Inc.+.............................................. 3,853
168 Safeway, Inc........................................................ 9,135
1,073 Sears Roebuck & Company............................................. 61,094
351 TJX Companies Inc New............................................... 10,727
706 Toys R Us Inc....................................................... 25,063
5,575 Wal-Mart Stores Inc................................................. 204,184
-------------
586,337
-------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
COMMON STOCK - (Continued) --------
<S> <C> <C>
Insurance - 3.8%
46 Aegon N.V., ADR................................................. $3,666
842 Allstate Corporation............................................ 67,676
461 American General Corporation.................................... 23,914
1,659 American International Group.................................... 171,188
85 CIGNA Corporation+.............................................. 15,831
97 Fremont General Corporation..................................... 4,632
93 General Re Corporation.......................................... 18,460
344 Hartford Financial Services..................................... 29,606
176 Lincoln National Corporation.................................... 12,254
498 Marsh & McLennan Companies, Inc................................. 38,159
132 MBIA, Inc....................................................... 16,558
46 Mercury General Corporation..................................... 4,025
65 Ohio Casualty Corporation....................................... 3,014
94 The PMI Group Inc............................................... 5,387
171 Safeco Corporation.............................................. 9,063
186 St. Paul Companies, Inc......................................... 15,171
131 Transamerica Corporation........................................ 13,035
413 UNUM Corporation................................................ 18,843
------------------
470,482
------------------
Health Services - 3.7%
729 Aetna Inc....................................................... 59,368
340 Bausch & Lomb Inc............................................... 13,770
316 Biomet, Inc..................................................... 7,584
1,206 Boston Scientific Corporation+.................................. 66,556
162 C.R. Bard, Inc.................................................. 5,498
3,678 Columbia/HCA Healthcare Corporation............................. 105,742
271 Health Care & Retirement Corporation+........................... 10,078
946 Health Management Associates, Inc.+............................. 29,917
1,017 Humana, Inc.+................................................... 24,217
272 Perkin-Elmer Corporation+....................................... 19,873
1,891 Tenet Healthcare Corporation+................................... 55,075
1,165 United Healthcare Corporation................................... 58,250
------------------
455,928
------------------
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
(Note 1)
Shares ------
- ------
COMMON STOCK - (Continued)
<S> <C> <C>
Cyclical - 3.5%
396 Black & Decker Corporation........................................... $14,751
2,122 Chrysler Corporation................................................. 78,116
141 Cooper Tire & Rubber Company......................................... 3,745
263 Echlin, Inc.......................................................... 9,221
2,047 Ford Motor Company................................................... 92,627
755 Genuine Parts Company................................................ 23,263
658 Goodyear Tire & Rubber Company+...................................... 45,237
473 Hasbro, Inc.......................................................... 13,303
207 Lear Corporation+.................................................... 10,195
306 Leggett & Platt, Inc................................................. 13,636
1,299 Mattel, Inc.......................................................... 43,029
593 Nike, Inc- Class B Shares............................................ 31,429
223 Owens Corning Inc.+.................................................. 8,140
252 Reebok International, Ltd............................................ 12,269
550 Rubbermaid, Inc...................................................... 14,059
310 Whirlpool Corporation................................................ 20,557
----------------
433,577
----------------
Utilities - 2.9%
119 Allegheny Energy, Inc................................................ 3,600
196 American Electric Power Company, Inc................................. 8,918
160 American Water Works, Inc ........................................... 3,540
360 Baltimore Gas & Electric Company..................................... 9,990
517 Central and Southwest Corporation.................................... 11,471
325 CINergy Corporation.................................................. 10,867
234 CMS Energy Corporation............................................... 8,658
261 Consolidated Edison Company of New York, Inc......................... 8,874
419 Dominion Resources Inc............................................... 15,870
190 DTE Energy Company................................................... 5,783
950 Duke Energy Corporation ............................................. 46,966
751 Enron Corporation.................................................... 28,913
637 Entergy Corporation New.............................................. 16,602
173 GPU, Inc............................................................. 6,206
718 Houston Industries, Inc.............................................. 15,616
152 Illinova Corporation................................................. 3,278
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited)
<TABLE>
<CAPTION>
Value
Shares (Note 1)
- ------ --------
<S> <C> <C>
COMMON STOCK - (Continued)
Utilities - Continued
134 Kansas City Power & Light Company.................................... $3,936
158 New England Electric Systems......................................... 6,202
166 Northeast Utilities.................................................. 1,598
195 Northern States Power Company........................................ 9,701
218 Peco Energy Company.................................................. 5,109
165 PG&E Corporation..................................................... 3,826
118 Pinnacle West Capital Corporation.................................... 3,968
289 Potomac Electric Power Company....................................... 6,575
159 P P & L Resources, Inc............................................... 3,478
485 Public Service Enterprise Group, Inc................................. 12,489
1,810 Southern Company..................................................... 40,838
293 Teco Energy, Inc..................................................... 7,179
503 Texas Utilities Company.............................................. 18,108
527 Unicom Corporation................................................... 12,319
270 Union Electric Company............................................... 10,378
275 Wisconsin Energy Corporation......................................... 7,150
----------------
358,006
----------------
Capital Goods - 1.7%
68 Aeroquip-Vickers Inc................................................. 3,332
1,002 Caterpillar Inc...................................................... 54,045
339 Cooper Industries Inc. .............................................. 18,327
42 Cummins Engine Inc................................................... 3,279
211 Eaton Corporation.................................................... 19,491
1,229 Emerson Electric Company............................................. 70,821
224 Fluor Corporation.................................................... 12,012
111 Foster Wheeler Corporation........................................... 4,877
137 General Signal Corporation........................................... 5,925
137 Harnischfeger Industries Inc......................................... 5,857
165 Ingersoll-Rand Company............................................... 7,105
133 W.W. Grainger Inc.................................................... 11,837
----------------
216,908
----------------
Transportation - 1.2%
146 AMR Corporation+..................................................... 16,160
325 Burlington Northern Santa Fe......................................... 31,403
38 CNF Transportation, Inc.............................................. 1,655
</TABLE>
See Notes to Financial Statements.
<PAGE>
Portfolio of Investments - (Continued)
Endeavor Series Trust
Enhanced Index Portfolio
September 30, 1997 (Unaudited) Value
(Note 1)
--------
<TABLE>
<CAPTION>
Shares
------
<S> <C> <C>
COMMON STOCK - (Continued)
Transportation - Continued
455 CSX Corporation........................................... $26,616
121 Illinois Central Corporation.............................. 4,447
247 Norfolk Southern Corporation.............................. 25,503
132 Ryder System, Inc......................................... 4,744
287 Southwest Airlines Company................................ 9,166
516 Union Pacific Corporation................................. 32,315
91 Wisconsin Central Transportation Corporation.............. 2,895
------------------
154,904
------------------
Total Common Stock
(Cost $11,527,750)....................................... 12,447,835
------------------
<CAPTION>
Principal
Amount
------
U.S. GOVERNMENT TREASURY - 6.8% (Cost $840,182)
$845,000 U.S. Treasury Bill,
4.774%# due 11/13/1997................................. 840,182
------------------
TOTAL INVESTMENTS (Cost $12,367,932*).......................................... 107.0 % 13,288,017
OTHER ASSETS AND LIABILITIES (Net)............................................. (7.0) (873,435)
--------------- ------------------
NET ASSETS..................................................................... 100.0 % $12,414,582
=============== ==================
</TABLE>
* Aggregate cost for federal tax purposes.
+ Non-income producing security.
# Rate represents annualized yield at date of purchase.
Abbreviation:
ADR - American Depositary Receipt
See Notes to Financial Statements.
<PAGE>
- --------------------------------------------------------------------------------
ENDEAVOR ENHANCED INDEX PORTFOLIO
Statement of Assets and Liabilities
September 30, 1997 (Unaudited)
- ------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
Investments, at value (Note 1)
See accompanying schedule............................ $ 13,288,017
Cash.................... 3,678
Receivable for Portfolio shares sold.................... 9,765
Dividends receivable.................................... 13,032
Receivable from investment manager (Note 2)............. 6,550
Unamortized organization costs (Note 5)......... 22,917
-----------------
Total Assets...................... 13,343,959
LIABILITIES:
Payable for investment securities purchased............. $ 727,969
Payable for Portfolio shares redeemed................... 160,120
Organization costs payable (Note 5)..................... 25,000
Investment management fee payable (Note 2).............. 6,374
Custodian fees payable (Note 2)........................ 5,681
Accrued Trustees' fees and expenses (Note 2)............ 124
Transfer agent fees payable ......................... 75
Accrued expenses and other payables..................... 4,034
--------------
Total Liabilities.................................... 929,377
-----------------
NET ASSETS.............................. $ 12,414,582
=================
Investments, at Identified Cost ........................ $ 12,367,932
=================
</TABLE>
See Notes to Financial Statements.
<PAGE>
ENDEAVOR ENHANCED INDEX PORTFOLIO
Statement of Assets and Liabilities (Continued)
September 30, 1997 (Unaudited)
<TABLE>
<S> <C>
NET ASSETS consist of:
Undistributed net investment income................................................ $ 18,407
Accumulated net realized gain on investments sold.................................. 8,153
Net unrealized appreciation of investments......................................... 920,085
Paid-in capital.................................................................... 11,467,937
---------------------
Total Net Assets................................................................ $ 12,414,582
=====================
NET ASSET VALUE, offering price and redemption price per share of
beneficial interest outstanding ................................................ $ 12.01
=====================
Number of Portfolio shares outstanding ............................................ 1,033,631
=====================
</TABLE>
See Notes to Financial Statements.
<PAGE>
- --------------------------------------------------------------------------------
ENDEAVOR ENHANCED INDEX PORTFOLIO
Statement of Operations
For the Period Ended September 30, 1997 (Unaudited)*
- ---------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends (Net of foreign withholding taxes of $150)......................... $ 45,782
Interest .................................................................... 8,244
---------------
Total Investment Income................................................... 54,026
EXPENSES:
Investment management fee (Note 2)........................................... $ 20,728
Custodian fees (Note 2)...................................................... 11,784
Amortization of organization costs (Note 5).................................. 2,083
Legal and audit fees......................................................... 1,703
Transfer agent fees ......................................................... 375
Trustees' fees and expenses (Note 2)......................................... 214
Other........................................................................ 5,282
---------------
Subtotal ................................................................. 42,169
Reimbursement from investment manager (Note 2)............................... (6,550)
===============
Total Expenses............................................................ 35,619
---------------
NET INVESTMENT INCOME........................................................ 18,407
===============
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
(Notes 1 and 3):
Net realized gain on securities ............................................. 8,153
Net change in unrealized appreciation/(depreciation) of securities .......... 920,085
===============
Net realized and unrealized gain on investments during the period ........... 928,238
---------------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................................................ $ 946,645
===============
</TABLE>
- -----------------------
* The Portfolio commenced operations on May 2, 1997.
See Notes to Financial Statements.
<PAGE>
- --------------------------------------------------------------------------------
ENDEAVOR ENHANCED INDEX PORTFOLIO
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Period
Ended
09/30/97*
(Unaudited)
--------------
<S> <C>
Net investment income ............................................... $ 18,407
Net realized gain on securities ..................................... 8,153
Net unrealized appreciation/(depreciation) of securities ............ 920,085
-----------
Net increase in net assets resulting from operations ................ 946,645
Net increase in net assets from Portfolio share
transactions (Note 4).............................................. 11,467,937
-----------
Net increase in net assets .......................................... 12,414,582
NET ASSETS:
Beginning of period ................................................. 0
-----------
End of period ....................................................... $12,414,582
===========
Undistributed net investment income ................................. $ 18,407
===========
</TABLE>
=======================
* The Portfolio commenced operations on May 2, 1997.
See Notes to Financial Statements.
<PAGE>
ENDEAVOR ENHANCED INDEX PORTFOLIO
Financial Highlights
For a Portfolio share outstanding throughout the period.
<TABLE>
<CAPTION>
Period
Ended
09/30/97*
(Unaudited)
--------------
<S> <C>
Operating performance:
Net asset value, beginning of period............................... $10.00
--------------
Net investment income #............................................ 0.02
Net realized and unrealized gain on investments.................... 1.99
--------------
Net increase in net assets resulting from investment operations.... 2.01
--------------
Net asset value, end of period..................................... $12.01
==============
Total return ++.................................................... 20.10%
==============
Ratios to average net assets/supplemental data:
Net assets, end of period (in 000's)............................... $12,415
Ratio of net investment income to average net assets............... 0.67%+
Ratio of operating expenses to average net assets **............... 1.29%+
Portfolio turnover rate............................................ 1%
Average commission rate (per share of security)(a) ................ $0.0300
</TABLE>
- --------------------------------------------
* The Portfolio commenced operations on May 2, 1997.
** Annualized operating expense ratio before reimbursement of fees by
investment manager for the period ended September 30, 1997 was 1.53%.
+ Annualized.
++ Total return represents aggregate total return for the period indicated.
# Net investment income before reimbursement of expenses by investment
manager for the period ended September 30, 1997 was $0.01.
(a) Average commission rate paid per share of securities purchased and sold by
the Portfolio.
See Notes to Financial Statements.
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
Endeavor Series Trust (the "Fund") was organized as a Massachusetts business
trust on November 19, 1988 under the laws of the Commonwealth of Massachusetts.
The Fund is registered with the Securities and Exchange Commission under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. As of the date of these financial statements,
the Fund offers ten managed investment portfolios. The information presented in
these financial statements pertains only to the Enhanced Index Portfolio (the
"Portfolio"). The following is a summary of significant accounting policies
consistently followed by the Portfolio in the preparation of its financial
statements. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and disclosures in the
financial statements. Actual results could differ from those estimates.
PORTFOLIO VALUATION:
Generally, the Portfolio's investments are valued at market value or, in the
absence of market value with respect to any portfolio securities, at fair value
as determined by, or under the direction of, the Board of Trustees. Portfolio
securities for which the primary market is on a domestic or foreign exchange, or
which are traded over-the-counter and quoted on the NASDAQ System, are valued at
the last sale price on the day of valuation or, if there was no sale that day,
at the last reported bid price using prices as of the close of trading.
Portfolio securities not quoted on the NASDAQ System that are actively traded in
the over-the-counter market, including listed securities for which the primary
market is believed to be over-the-counter, are valued at the most recently
quoted bid price provided by the principal market makers. In the case of any
securities which are not actively traded, these investments are stated at fair
value as determined under the direction of the Board of Trustees. Short-term
investments that mature in 60 days or less are valued at amortized cost.
Foreign securities traded outside the United States are generally valued as
of the time their trading is complete, which is usually different from the close
of the New York Stock Exchange. Occasionally, events affecting the value of
such securities may occur between such times and the close of the New York Stock
Exchange that will not be reflected in the computation of the Portfolio's net
asset value. If events materially affecting the value of such securities occur
during such period, these securities will be valued at their fair value
according to procedures decided upon in good faith by the Fund's Board of
Trustees. All securities and other assets of the Portfolio initially expressed
in foreign currencies will be converted to U.S. dollar values at the mean of the
bid and offer prices of such currencies against U.S. dollars last quoted on a
valuation date by any recognized dealer.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME:
Securities transactions are recorded as of the trade date. Realized gains
and losses from securities transactions are recorded on the identified cost
basis. Dividend income is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
Securities purchased or sold on a when-issued or delayed-delivery basis may
be settled a month or more after the trade date. Interest income is not accrued
until settlement date.
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
Forward Foreign Currency Contracts:
The Enhanced Index Portfolio may engage in forward foreign currency exchange
contracts. The Portfolio engages in forward foreign currency exchange
transactions to protect against changes in future exchange rates. Forward
foreign currency exchange contracts are valued at the forward rate and are
marked-to-market daily. The change in market value is recorded by the Portfolio
as an unrealized gain or loss. When the contract is closed, the Portfolio
records a realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
The use of forward foreign currency exchange contracts does not eliminate
fluctuations in the underlying prices of the Portfolio's securities, but it does
establish a rate of exchange that can be achieved in the future. Although
forward foreign currency contracts limit the risk of loss due to a decline in
the value of the hedged currency, they also limit any potential gain that might
result should the value of the currency increase. In addition, the Portfolio
could be exposed to risks if the counterparties to the contracts are unable to
meet the terms of their contracts.
FOREIGN CURRENCY:
The books and records of the Portfolio are maintained in U.S. dollars.
Foreign currencies, investments and other assets and liabilities are translated
into U.S. dollars at the exchange rates prevailing at the end of the period.
Purchases and sales of investment securities, and items of income and expense
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates have
been included in the unrealized appreciation/ (depreciation) of investments and
net other assets. Net realized foreign currency gains and losses include the
effect of changes in exchange rates between trade date and settlement date on
investment security transactions, foreign currency transactions and interest and
dividends received. The portion of foreign currency gains and losses related to
fluctuation in exchange rates between the initial purchase trade date and
subsequent sale trade date is included in realized gains and losses on
investment securities sold.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Dividends from net investment income of the Portfolio are declared and paid
at least annually. All net realized long-term or short-term capital gains, if
any, will be declared and distributed at least annually.
Income dividends and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments of
income, gains and losses on various investment securities held by the Portfolio,
timing differences in the recognition of income, gains and losses and differing
characterizations of distributions made by the Fund.
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
Federal Income Taxes:
The Fund intends that the Portfolio qualify annually as a regulated
investment company, if such qualification is in the best interest of its
shareholders, by complying with the requirements of the Internal Revenue Code of
1986, as amended, applicable to regulated investment companies and by
distributing substantially all of its taxable income to its shareholders.
Therefore, no federal income tax provision is required.
2. INVESTMENT MANAGEMENT FEE, ADMINISTRATIVE FEE, INVESTMENT ADVISORY FEE AND
OTHER RELATED PARTY TRANSACTIONS
The Fund is managed by Endeavor Investment Advisers (the "Investment
Manager") pursuant to a management agreement. The Investment Manager is a
general partnership of which Endeavor Management Co. is the managing partner.
The Investment Manager is responsible for providing investment management and
administrative services to the Fund, including selecting the investment adviser
(the "Adviser") for the Fund's Portfolio. As compensation for these services,
the Portfolio pays the Investment Manager a monthly fee at the annual rate of
0.75% of the Portfolio's average daily net assets.
From the investment management fees, the Investment Manager pays the expenses
of providing investment advisory services to the Portfolio, including the fees
of the Adviser of the Portfolio. The Investment Manager also pays the fees and
expenses of First Data Investor Services Group, Inc. ("Investor Services
Group"), a wholly-owned subsidiary of First Data Corporation. Investor Services
Group assists the Investment Manager in the performance of its administrative
responsibilities to the Portfolio. As compensation for these services, the
Investment Manager pays Investor Services Group a fee of $650,000 per
annum on aggregate net assets of the ten existing Portfolios up to $1 billion;
on aggregate net assets of the ten existing
Portfolios exceeding $1 billion, Investor Services Group shall
receive an additional fee of 0.01% of such net assets in excess of $1 billion.
J.P. Morgan Investment Management Inc.("Morgan"), a wholly-owned subsidiary
of J.P. Morgan and Co. Incorporated serves as the Adviser to the Portfolio. As
compensation for its services as investment adviser, the Investment Manager pays
Morgan a monthly fee at the annual rate of 0.35% of the average daily net assets
of the Portfolio.
From time to time the Investment Manager may waive a portion or all of the
fees otherwise payable to it and/or reimburse expenses. The Investment Manager
has voluntarily undertaken to waive a portion of its fees and/or to bear certain
expenses so that total expenses of the Portfolio do not exceed 1.30% of the
Portfolio's average daily net assets. For the five month period ended
September 30, 1997, the Investment Manager waived fees and/or reimbursed
expenses in the amount of $6,550.
Boston Safe Deposit and Trust Company, an indirect wholly-owned subsidiary of
Mellon Bank Corporation, serves as the Fund's custodian. Investor Services
Group serves as the Fund's transfer agent.
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
For the five month period ended September 30, 1997, the Portfolio incurred
total brokerage commissions of $5,306.
No director, officer or employee of the Investment Manager, Endeavor
Management Co., the Adviser or Investor Services Group received any compensation
from the Portfolio for serving as an officer or Trustee of the Fund. The Fund
pays each Trustee who is not a director, officer or employee of the Investment
Manager, Endeavor Management Co., any Adviser, Investor Services Group or any of
their affiliates $7,500 per annum plus $500 per regularly scheduled meeting
attended and reimburses them for travel and out-of-pocket expenses. Each series
of the Fund, including the Portfolio, bears its proportionate share of such fees
and expenses.
3. PURCHASES AND SALES OF SECURITIES
Purchases of securities, excluding short-term investments, for the five month
period ended September 30, 1997 were $11,576,624. Purchases and proceeds from
sales of securities, excluding U.S. Government securities and short-term
investments, for the five month period ended September 30, 1997 were $11,425,163
and $56,924, respectively.
At September 30, 1997, aggregate gross unrealized appreciation for all
securities in which there was an excess of value over tax cost and aggregate
gross unrealized depreciation for all securities in which there was an excess of
tax cost over value was $1,012,834 and $92,749, respectively.
4. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of shares of beneficial interest
without par value. Changes in shares of beneficial interest for the Portfolio
were as follows:
<TABLE>
<CAPTION>
FIVE MONTH
PERIOD ENDED
09/30/97
---------------------
SHARES AMOUNT
------ ------
<S> <C> <C>
Sold............................... 1,049,295 $11,655,318
Redeemed........................... (15,664) (187,381)
--------- -----------
Net increase....................... 1,033,631 $11,467,937
========= ===========
</TABLE>
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
5. Organization Costs
Organization costs are amortized on a straight-line basis over a period of
five years from the commencement of operations of the Portfolio. In the event
that any of the 10 initial shares of the Portfolio owned by a separate account
of PFL Life Insurance Company are redeemed during such amortization period, the
redemption proceeds will be reduced for any unamortized organization costs in
the same proportion as the number of shares redeemed bears to the number of
initial shares outstanding at the time of the redemption. The Fund bears the
expense of registering and qualifying the shares of the Portfolio for
distribution under Federal and state securities regulations.
<PAGE>
ENDEAVOR SERIES TRUST
ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (Unaudited)(Continued)
- --------------------------------------------------------------------------------
The Financial Statements contained herein are submitted for the general
information of the policyholders of The Endeavor Variable Annuity. This report
is not authorized for distribution to prospective investors unless preceded or
accompanied by an effective prospectus.
- --------------------------------------------------------------------------------
ENDEAVOR SERIES TRUST
PART C
Other Information
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements:
Included in Part A:
Unaudited Financial Highlights for the TCW Money Market Portfolio, TCW
Managed Asset Allocation Portfolio, T. Rowe Price International Stock 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 and Opportunity Value Portfolio for the fiscal year
ended December 31, 1996.
Unaudited Financial Highlights for the Enhanced
Index Portfolio for the period from May 2, 1997
(commencement of operations) to September 30,
1997.
Included in Part B:
Audited Financial Statements for the TCW Money Market Portfolio, TCW
Managed Asset Allocation Portfolio, T. Rowe Price International Stock 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 and Opportunity Value Portfolio for the fiscal year
ended December 31, 1996 .
The following unaudited Financial Statements for Enhanced Index Portfolio
for the period ended September 30, 1997:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements
Included in Part C:
Consent of Independent Auditors is filed
herein.
<PAGE>
(b) Exhibits:
All references are to the Registrant's registration
statement on Form N-lA as filed with the SEC on March 7,
1989, File Nos. 33-27352 and 811-5780 (the "Registration
Statement")
Exhibit No. Description of Exhibits
(1)(a) Agreement and Declaration of Trust is incorporated by references to
Post-Effective Amendment No. 14 to the Registration Statement as filed with the
SEC on April 29, 1996 ("Post-Effective Amendment No. 14").
(1)(b) Amendment No. 1 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14.
(1)(c) Amendment No. 2 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14.
(1)(d) Amendment No. 3 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14.
(1)(e) Amendment No. 4 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14
(1)(f) Amendment No. 5 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14.
(1)(g) Amendment No. 6 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 14.
(1)(h) Amendment No. 7 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 16 to the Registration
Statement as filed with the SEC on February 14, 1997 ("Post-Effective Amendment
No. 16").
(1)(i) Amendment No. 8 to Agreement and Declaration of Trust is
incorporated by reference to Post-Effective Amendment No. 18 to the Registration
Statement as filed with the SEC on July 18, 1997 ("Post-Effective Amendment No.
18").
(2) Amended and Restated By-Laws are incorporated by reference to
Post-Effective Amendment No. 14.
(3) Not Applicable.
<PAGE>
(4)(a) Specimen certificate for shares of beneficial interest of the
Domestic Money Market Portfolio (now known as TCW Money Market Portfolio) is
incorporated by reference to Post-Effective Amendment No. 14.
(4)(b) Deleted
(4)(c) Specimen certificate for shares of beneficial interest of the
Domestic Managed Asset Allocation Portfolio (now known as TCW Managed Asset
Allocation Portfolio) is incorporated by reference to Post-Effective Amendment
No. 14.
(4)(d) Deleted
(4)(e) Specimen certificate for shares of beneficial interest of the Global
Growth Portfolio (now known as T. Rowe Price International Stock Portfolio) is
incorporated by reference to Post-Effective Amendment No. 14.
(4)(f) Specimen certificate for shares of beneficial interest of the Quest
for Value Equity Portfolio (now known as Value Equity Portfolio) is incorporated
by reference to Post-Effective Amendment No. 14
(4)(g) Specimen certificate for shares of beneficial interest of the Quest
for Value Small Cap Portfolio (now known as Dreyfus Small Cap Value Portfolio)
is incorporated by reference to Post-Effective Amendment No. 14.
(4)(h) Specimen certificate for shares of beneficial interest of the U.S.
Government Securities Portfolio (now known as Dreyfus U.S. Government Securities
Portfolio) is incorporated by reference to Post-Effective Amendment No. 14.
(4)(i) Specimen certificate for shares of beneficial interest of the T.
Rowe Price Equity Income Portfolio is incorporated by reference to
Post-Effective Amendment No. 14.
(4)(j) Specimen certificate for shares of beneficial interest of the T.
Rowe Price Growth Stock Portfolio is incorporated by reference to Post-
Effective Amendment No. 14.
(4)(k) Specimen certificate for shares of beneficial interest of the
Opportunity Value Portfolio is incorporated by reference to Post- Effective
Amendment No. 15 as filed with the SEC on August 21, 1996 ("Post-Effective
Amendment No. 15").
(4)(1) Specimen certificate for shares of beneficial interest of the
Enhanced Index Portfolio is incorporated by reference to Post- Effective
Amendment No. 15.
(4)(m) Specimen certificate for shares of beneficial interest of the
Montgomery Select 50 Portfolio is incorporated by reference to Post-Effective
Amendment No. 18.
(5)(a) Management Agreement dated November 23, 1992 between Registrant and
Endeavor Investment Advisers is incorporated by reference to Post-Effective
Amendment No. 14.
(5)(a)(1) Supplement dated April 29, 1993 to Management Agreement between
Registrant and Endeavor Investment Advisers with respect to Quest for Value
Equity Portfolio and Quest for Value Small Cap Portfolio is incorporated by
reference to Post-Effective Amendment No. 14.
(5)(a)(2) Supplement dated March 25, 1994 to Management Agreement between
Registrant and Endeavor Investment Advisers with respect to U.S. Government
Securities Portfolio is incorporated by reference to Post- Effective Amendment
No. 14.
(5)(a)(3) Supplement dated December 28, 1994 to Management Agreement
between Registrant and Endeavor Investment Advisers with respect to the T. Rowe
Price Equity Income Portfolio and T. Rowe Price Growth Stock Portfolio is
incorporated by reference to Post-Effective Amendment No. 14.
(5)(a)(4) Supplement to Management Agreement between Registrant and
Endeavor Investment Advisers with respect to Opportunity Value Portfolio and
Enhanced Index Portfolio is incorporated by reference to Post-Effective
Amendment No. 16.
(5)(a)(5) Form of Supplement to Management Agreement between Registrant
and Endeavor Investment Advisers with respect to Montgomery Select 50 Portfolio
is incorporated by reference to Post-Effective Amendment No. 18.
(5)(b) Investment Advisory Agreement between TCW Funds Management, Inc. and
Endeavor Investment Advisers with respect to the Money Market Portfolio and
Managed Asset Allocation Portfolio is incorporated by reference to
Post-Effective Amendment No. 14.
(5)(c) Deleted
(5)(d) Deleted
(5)(e) Deleted
(5)(f) Investment Advisory Agreement between Quest for Value Advisors and
Endeavor Investment Advisers with respect to Quest for Value Equity Portfolio is
incorporated by reference to Post-Effective Amendment No. 14.
(5)(g) Investment Advisory Agreement between The Boston Company Asset
Management, Inc. and Endeavor Investment Advisers with respect to the U.S.
Government Securities Portfolio is incorporated by reference to Post-Effective
Amendment No. 14.
(5)(g)(1) Transfer and Assumption of Investment Advisory Agreement among
The Boston Company Asset Management, Inc., The Dreyfus Corporation, Endeavor
Investment Advisers and Registrant with respect to the Dreyfus U.S. Government
Securities Portfolio is incorporated by reference to Post-Effective Amendment
No. 14.
(5)(h) Investment Advisory Agreement between T. Rowe Price Associates, Inc.
and Endeavor Investment Advisers with respect to the T. Rowe Price Equity Income
Portfolio is incorporated by reference to Post-Effective Amendment No. 14.
(5)(i) Investment Advisory Agreement between T. Rowe Price Associates, Inc.
and Endeavor Investment Advisers with respect to the T. Rowe Price Growth Stock
Portfolio is incorporated by reference to Post-Effective Amendment No. 14.
(5)(j) Investment Advisory Agreement between Rowe Price-Fleming,
International, Inc. and Endeavor Investment Advisers with respect to the Global
Growth Portfolio is incorporated by reference to Post-Effective Amendment No.
14.
(5)(k) Investment Advisory Agreement between The Dreyfus Corporation and
Endeavor Investment Advisers with respect to the Dreyfus Small Cap Value
Portfolio is incorporated by reference to Post-Effective Amendment No. 16.
(5)(1) Investment Advisory Agreement between OpCap Advisors and Endeavor
Investment Advisers with respect to the Opportunity Value Portfolio is
incorporated by reference to Post-Effective Amendment No. 16.
(5)(m) Form of Investment Advisory Agreement between J.P. Morgan Investment
Management Inc. and Endeavor Investment Advisers with respect to the Enhanced
Index Portfolio is incorporated by reference to Post-Effective Amendment No. 15.
(5)(n) Form of Investment Advisory Agreement between Montgomery Asset
Management LLC and Endeavor Investment Advisers with respect to the Montgomery
Select 50 Portfolio is incorporated by reference to Post-Effective Amendment No.
18.
(6) Participation Agreement between Registrant, Endeavor Management Co. and
PFL Life Insurance Company is incorporated by reference to Post-Effective
Amendment No. 14.
(7) Not Applicable.
(8)(a) Custody Agreement between Registrant and Boston Safe Deposit and
Trust Company is incorporated by reference to Post-Effective Amendment No. 14.
(8)(b) Supplement dated April 19, 1993 to Custody Agreement between
Registrant and Boston Safe Deposit and Trust Company with respect to the Quest
for Value Equity Portfolio and Quest for Value Small Cap Portfolio is
incorporated by reference to Post-Effective Amendment No. 14.
(8)(c) Supplement dated December 30, 1994 to Custody Agreement between
Registrant and Boston Safe Deposit and Trust Company with respect to the T. Rowe
Price Equity Income Portfolio and T. Rowe Price Growth Stock Portfolio is
incorporated by reference to Post-Effective Amendment No. 14.
(8)(d) Supplement dated March 25, 1994 to Custody Agreement between
Registrant and Boston Safe Deposit and Trust Company with respect to the U.S.
Government Securities Portfolio is incorporated by reference to Post-Effective
Amendment No. 14.
(8)(e) Supplement dated November 4, 1996 to Custody Agreement between
Registrant and Boston Safe Deposit and Trust Company with respect to the
Opportunity Value Portfolio and Enhanced Index Portfolio is incorporated by
reference to Post-Effective Amendment No. 16.
(8)(f) Form of Supplement to Custody Agreement between Registrant and
Boston Safe Deposit and Trust Company with respect to the Montgomery Select 50
Portfolio is incorporated herein by reference to Post-Effective Amendment No.
18.
(9)(a) Transfer Agency and Registrar Agreement between Registrant and The
Shareholder Services Group, Inc. (now known as First Data Investor Services
Group, Inc.) is incorporated by reference to Post-Effective Amendment No. 14.
(9)(b) License Agreement between Endeavor Management Co. and Registrant is
incorporated by reference to Post-Effective Amendment No. 14.
(9)(b)(1) Amendment to License Agreement between Endeavor Management Co.
and Registrant is incorporated by reference to Post-Effective Amendment No. 14.
(9)(c) Administration Agreement between Endeavor Management Co. and The
Boston Company Advisors, Inc. is incorporated by reference to Post-Effective
Amendment No. 14.
(9)(c)(1) Supplement dated April 19, 1993 to Administration Agreement
between Endeavor Investment Advisers and The Boston Company Advisors, Inc., with
respect to the Quest for Value Equity Portfolio and Quest for Value Small Cap
Portfolio is incorporated by reference to Post-Effective Amendment No. 14.
(9)(c)(2) Consent to Assignment of Administration Agreement dated May 4,
1994 between Endeavor Investment Advisers and The Boston Company Advisors, Inc.
to The Shareholder Services Group, Inc. (currently known as First Data Investor
Services Group, Inc.) is incorporated by reference to Post-Effective Amendment
No. 14
(9)(c)(3) Supplement dated October 24, 1994 to Administration Agreement
between Endeavor Investment Advisers and The Shareholder Services Group, Inc.
(currently known as First Data Investor Services Group, Inc.) with respect to
the T. Rowe Price Equity Income Portfolio and T. Rowe Price Growth Stock
Portfolio is incorporated by reference to Post-Effective Amendment No. 14.
(9)(c)(4) Supplement dated March 25, 1994 to Administration Agreement
between Endeavor Investment Advisers and The Boston Company Advisors, Inc. with
respect to the U.S. Government Securities Portfolio is incorporated by reference
to Post-Effective Amendment No. 14.
(9)(c)(5) Supplement dated July 1, 1996 to Administration Agreement between
Endeavor Investment Advisors and First Data Investor Services Group, Inc. is
incorporated by reference to Post-Effective Amendment No. 16.
(9)(c)(6) Amended and Restated Administration Agreement dated as of July 1,
1997 between Endeavor Investment Advisers and First Data Investor Services
Group, Inc. to be filed by amendment.
(9)(c)(7) Form of Amended and Restated Administration Agreement between
Endeavor Investment Advisers and First Data Investor Services Group, Inc. dated
July 1, 1997 is filed herein.
(10) Not Applicable.
(11) Consent of Independent Auditors is filed herein.
(12) Not Applicable.
(13) Subscription Agreement between Registrant and PFL Life Insurance
Company is incorporated by reference to Post-Effective Amendment No. 14
(14) Not Applicable.
(15) Not Applicable.
(16) Not Applicable.
(17) Financial Data Schedule is filed herein.
(18) Not Applicable.
(19) Powers of Attorney are incorporated by reference to Post-
Effective Amendment Nos. 14, 16 and 18 and are filed herein.
Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
As of the effective date of this Post-Effective Amendment, PFL Life
Insurance Company's separate accounts, PFL Endeavor Variable Annuity Account and
PFL Endeavor Platinum Variable Annuity Account, and AUSA Life Insurance
Company's separate account, AUSA Endeavor Variable Annuity Account, held all the
outstanding shares of the Registrant. PFL Life Insurance Company, a stock life
insurance company organized under the laws of the State of Iowa, and AUSA Life
Insurance Company, a stock life insurance company organized under the laws of
the State of New York, are each wholly-owned indirect subsidiaries of AEGON USA,
Inc., an Iowa corporation. All of the stock of AEGON USA, Inc. is indirectly
owned by AEGON n.v. of The Netherlands.
Item 26. NUMBER OF HOLDERS OF SECURITIES
Set forth below are the number of record holders, as October 1, 1997, of the
shares of beneficial interest of the Registrant.
Number of
Record
Title of Class Holders
Shares of Beneficial Interest of the
TCW Money Market Portfolio..................................... 4
Shares of Beneficial Interest of the TCW
Managed Asset Allocation Portfolio............................. 4
Shares of Beneficial Interest of the
Value Equity Portfolio ........................................ 3
Shares of Beneficial Interest of the
Value Small Cap Portfolio...................................... 4
Shares of Beneficial Interest of the Dreyfus
U.S. Government Securities Portfolio........................... 2
Shares of Beneficial Interest of the T. Rowe
Price International Stock Portfolio............................ 0
Shares of Beneficial Interest of the T. Rowe
Price Equity Income Portfolio.................................. 4
Shares of Beneficial Interest of the T. Rowe
Price Growth Stock Portfolio................................... 4
Shares of Beneficial Interest of the
Opportunity Value Portfolio.................................... 3
Shares of Beneficial Interest of the
Enhanced Index Portfolio....................................... 3
Shares of Beneficial Interest of the
Montgomery Select 50 Portfolio................................. 0
Item 27. INDEMNIFICATION
Reference is made to the following documents:
Agreement and Declaration of Trust, as amended, as filed as
Exhibits 1(a) - 1(i) hereto;
Amended and Restated By-Laws as filed as Exhibit 2 hereto; and
Participation Agreement between Registrant, Endeavor
Management Co. and PFL Life Insurance
Company as filed as Exhibit 6 hereto.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by any such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
The Registrant, its Trustees and officers, Endeavor Investment Advisers
(the "Manager"), and persons affiliated with them are insured under a policy of
insurance maintained by the Registrant and the Manager within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of actions suits or proceedings, and certain liabilities that
might me imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such Trustees or officers.
The policy expressly excludes coverage for any Trustee or officer whose personal
dishonesty, fraudulent breach of trust, lack of good faith, or intention to
deceive or defraud has been finally adjudicated or may be established or who
willfully fails to act prudently.
Item 28. (a) Business and Other Connections of the Investment Adviser
Investment Adviser - Endeavor Investment Advisers
The Manager is a registered investment adviser providing investment
management and administrative services to the Registrant.
The list required by this Item 28 of partners and their officers and
directors of the Manager together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by such
officers and directors during the past two years is incorporated by reference to
Schedule B and D of Form ADV filed by the Manager pursuant to the Investment
Advisers Act of 1940 (SEC No. 801-41827).
Item 28. (a) Business and Other Connections of Investment Adviser
Investment Adviser - TCW Funds Management, Inc.
TCW Funds Management, Inc. ("TCW") is a wholly owned subsidiary of The
TCW Group, Inc. whose direct and indirect subsidiaries, including Trust Company
of the West and TCW Asset Management Company, provide a variety of trust
investment management and investment advisory services.
The list required by this Item 28 of officers and directors of TCW,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years is incorporated by reference to Schedules A and D of
Form ADV filed by TCW pursuant to the Investment Advisers Act of 1940 (SEC file
No. 801-29075).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - OpCap Advisors
OpCap Advisors ("OpCap") (formerly known as Quest for Value Advisors)
is a subsidiary of Oppenheimer Capital, a registered investment adviser, which
provides a variety of investment management services for clients. OpCap manages
registered investment companies other than certain Portfolios of the Registrant.
The list required by this Item 28 of the officers and directors of
OpCap, together with information as to any other business, profession, vocation
or employment of a substantial nature engaged in by such officers and directors
during the past two years is incorporated by reference to Schedules D and F of
Form ADV filed by OpCap pursuant to the Investment Advisers Act of 1940 (SEC
file No. 801-27180).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - The Dreyfus Corporation
The Dreyfus Corporation ("Dreyfus") is a wholly owned subsidiary of
Mellon Bank, N.A. Dreyfus is a registered investment adviser founded in 1947
providing a variety of investment management services for clients.
The list required by this Item 28 of the officers and directors of
Dreyfus, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Dreyfus pursuant to the Investment Advisers Act of
1940 (SEC file No. 801-8147).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - T. Rowe Price Associates, Inc.
T. Rowe Price Associates, Inc. ("T. Rowe Price") serves as investment
manager to a variety of individual and institutional investors, including
limited and real estate partnerships and other mutual funds.
The list required by this Item 28 of officers and directors of T. Rowe
Price together with information as to any other business, profession, vocation
or employment of a substantial nature engaged in by such officers and directors
during the past two years is incorporated by reference to Schedules A and D of
Form ADV filed by T. Rowe Price pursuant to the Investment Advisers Act of 1940
(SEC file No. 801-856).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - Rowe Price-Fleming International, Inc.
Rowe Price-Fleming International, Inc. ("Price-Fleming") is a joint
venture between T. Rowe Price and Robert Fleming Holdings Limited ("Flemings").
Flemings is a diversified investment organization which participates in a global
network of regional investment offices in New York, London, Zurich, Geneva,
Tokyo, Hong Kong, Manila, Kuala Lumpur, South Africa and Taiwan.
The list required by this Item 28 of officers and directors of
Price-Fleming, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Price-Fleming pursuant to the Investment Advisers Act
of 1940 (SEC file No. 801-14714).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - J.P. Morgan Investment Management Inc
J.P. Morgan Investment Management Inc. ("Morgan") manages employee benefit
funds of corporations, labor unions and state and local governments and the
accounts of other institutional investors, including investment companies.
The list required by this Item 28 of officers and directors of Morgan,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers and directors
during the past two years is incorporated by reference to Schedules A and D of
Form ADV filed by Morgan pursuant to the Investment Advisers Act of 1940 (SEC
file No. 801-21011).
Item 28 (a) Business and Other Connections of Investment Adviser
----------------------------------------------------
Investment Adviser - Montgomery Asset Management, L.P.
Montgomery Asset Management, L.P. ("Montgomery") serves as investment
manager to a variety of individual and institutional investors, including
limited partnerships and other mutual funds.
The list required by this Item 28 of officers and directors of
Montgomery together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules B
and D of Form ADV filed by Montgomery pursuant to the Investment Advisers Act of
1940 (SEC file No. 801-36790).
Item 29 Principal Underwriter
(a) Inapplicable
(b) Inapplicable
Item 30 Location of Accounts and Records
--------------------------------
The Registrant maintains the records required by Section 31(a) of the
1940 Act and Rules 31a-1 to 31a-3 inclusive thereunder at its principal office,
located at 2101 East Coast Highway, Suite 300, Corona del Mar, California 92625
as well as at the offices off its investment advisers and administrator: TCW
Funds Management, Inc., 865 S. Figueroa Street, Los Angeles, California 90071;
OpCap Advisors, c/o Oppenheimer Capital, One World Financial Center, New York,
New York 10281; The Dreyfus Corporation, 200 Park Avenue, New York, New York
10166; T. Rowe Price Associates, Inc., 100 East Pratt Street, Baltimore,
Maryland 21202; Rowe Price-Fleming International, Inc., 100 East Pratt Street,
Baltimore, Maryland 21202; J.P. Morgan Investment Management Inc., 522 Fifth
Avenue, New York, New York 10036; Montgomery Asset Management, LLC, 101
California Street, San Francisco, California 94111 and First Data Investor
Services Group, Inc. ("FDISG") (formerly, The Shareholder Services Group, Inc.),
a subsidiary of First Data Corporation, located at 53 State Street, One Exchange
Place, Boston, Massachusetts 02109. Certain records, including records relating
to the Registrant's shareholders and the physical possession of its securities,
may be maintained pursuant to Rule 31a-3 at the main office of the Registrant's
transfer agent and dividend disbursing agent, FDISG and the Registrant's
custodian, Boston Safe Deposit and Trust Company, located at One Boston Place,
Boston, Massachusetts 02108.
Item 31 Management Services
None
Item 32 Undertakings
(a) Inapplicable
(b) The Registrant undertakes to file a post-effective
amendment, using financial statements for its Montgomery Select 50 Portfolio,
which financial statements need not be certified, within four to six months from
the commencement of operations of the Portfolio.
(c) The Registrant will furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that
this Post-Effective Amendment No. 20 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of
1933, as amended, and the Registrant has duly caused this Post-Effective
Amendment No. 20 to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Corona del Mar, State of
California on the 28th day of October, 1997.
ENDEAVOR SERIES TRUST
Registrant
By: /s/James R. McInnis*
James R. McInnis
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to its Registration Statement has been signed below by
the following persons in the capacities and on the date(s) indicated.
Signature Title Date
/s/James R. McInnis* President October 28, 1997
- --------------------
James R. McInnis (Principal executive
officer)
/s/Michael J. Roland* Chief Financial Officer October 28, 1997
- ---------------------
Michael J. Roland (Treasurer) (principal
financial and accounting
officer)
/s/Vincent J. McGuinness* Trustee October 28, 1997
Vincent J. McGuinness
/s/Timothy A. Devine* Trustee October 28, 1997
Timothy A. Devine
/s/Thomas J. Hawekotte* Trustee October 28, 1997
Thomas J. Hawekotte
<PAGE>
/s/Steven L. Klosterman* Trustee October 28, 1997
Steven L. Klosterman
/s/Halbert D. Lindquist* Trustee October 28, 1997
Halbert D. Lindquist
/s/R. Daniel Olmstead* Trustee October 28, 1997
R. Daniel Olmstead
/s/Vincent J. McGuinness, Jr.* Trustee October 28, 1997
- ------------------------------
Vincent J. McGuinness, Jr.
/s/Keith H. Wood* Trustee October 28, 1997
Keith H. Wood
* By: /s/Robert N. Hickey
Robert N. Hickey
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Description
(9)(c)(7) Form of Amended and
Restated Administration Agreement
(11) Consent of Independent Auditors
(17) Financial Data Schedule relating to
the Enhanced Index Portfolio
(19) Powers of Attorney
Exhibit 9(c)(7)
FORM OF
AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
The ADMINISTRATION AGREEMENT by and between FIRST DATA INVESTOR SERVICES
GROUP, INC., a Massachusetts corporation ("Investor Services Group"), and
ENDEAVOR INVESTMENT ADVISERS, a California general partnership (the "Company")
dated March 28, 1991, as amended and supplemented from time to time, is hereby
amended and restated as of July 1, 1997, in its entirety to read as follows (as
amended and restated, the "Agreement").
WHEREAS, Endeavor Series Trust (the "Trust") and the Company have entered
into a management agreement pursuant to which the Company has agreed to provide
certain administrative services to the Trust; and
WHEREAS, the Company desires to retain Investor Services Group to render
certain administrative services with respect to each investment portfolio of the
Trust managed by the Company listed in Schedule A hereto, as the same may be
amended from time to time by the parties hereto (collectively, the "Funds"), and
Investor Services Group is willing to render such services;
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints Investor Services Group to
provide certain administrative services required by the Trust on the terms set
forth in this Agreement. Investor Services Group accepts such appointment and
agrees to render the services herein set forth for the compensation herein
provided. In the event that the Company decides to retain Investor Services
Group to provide the administrative services hereunder with respect to one or
more portfolios other than the Funds, the Company shall notify Investor Services
Group in writing. If Investor Services Group is willing to render such services,
it shall notify the Company in writing whereupon such portfolio shall become a
Fund hereunder.
2. Delivery of Documents. The Company has furnished Investor Services
Group with copies properly certified or authenticated of each of the following:
(a) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Company as Manager of the Trust and the Company's appointment
of Investor Services Group to provide certain administrative services required
by the Trust for each Fund and approving this Agreement;
(b) The Trust's Declaration of Trust (the "Declaration of Trust")
filed with the Commonwealth of Massachusetts and all amendments thereto;
(c) The Trust's By-Laws and all amendments thereto (the
"By-Laws");
(d) Each investment advisory agreement or management agreement
between the Company and an investment adviser or investment manager (the
"Advisers") with respect to the Funds (the "Advisory Agreements");
(e) The Custody Agreement between Boston Safe Deposit and Trust
Company (the "Custodian") and the Company dated as of March 28, 1991 and all
amendments thereto (the "Custody Agreement");
(f) The Transfer Agency and Registrar Agreement between First
Data Investor Services Group, Inc. (the "Transfer Agent") and the Trust dated as
of March 28, 1991 and all amendments thereto;
(g) The Participation Agreement among PFL Life Insurance Company
("PFL"), the Company and the Trust dated as of March 28, 1991 and all amendments
thereto;
(h) The Trust's Registration Statement on Form N-1A (the
"Registration Statement") under the Securities Act of 1933 and under the 1940
Act (File Nos. 33-27352 and 811-5780), as declared effective by the Securities
and Exchange Commission ("SEC") on March 7, 1991, relating to shares of
beneficial interest of the Trust no par value (the "Shares"), and all amendments
thereto; and
(i) Each Fund's most recent prospectus and Statement of
Additional Information and all amendments and supplements thereto (collectively,
the "Prospectuses").
The Company will furnish Investor Services Group from time to time with
copies, properly certified or authenticated, of all amendments of or supplements
to the foregoing. Furthermore, the Company will provide Investor Services Group
with any other documents that Investor Services Group may reasonably request and
will notify Investor Services Group as soon as possible of any matter materially
affecting the performance of Investor Services Group of its services under this
Agreement.
3. Duties as Administrator. Subject to the supervision and direction of
the Company, Investor Services Group will assist in supervising various aspects
of the Trust's administrative operations and undertakes to perform the following
specific services:
(a) Maintaining office facilities (which may be in the offices of
Investor Services Group or a corporate affiliate) and furnishing corporate
officers for the Trust;
(b) Performing the functions ordinarily performed by a mutual
fund group's internal legal department as described in Schedule D to this
Agreement, furnishing data processing services, clerical services, and executive
and administrative services and standard stationery and office supplies in
connection with the foregoing;
(c) Accounting and bookkeeping services (including the
maintenance of such accounts, books and records of the Trust as may be required
by Section 31(a) of the 1940 Act and the rules thereunder);
(d) Internal auditing;
(e) Performing all functions ordinarily performed by the office
of a corporate treasurer, and furnishing the services and facilities ordinarily
incident thereto, including calculating the net asset value of the shares in
conformity with the fund(s) prospectus;
(f) Preparing reports to the Trust's shareholders of record and
the SEC including, but not necessarily limited to, Annual Reports and
Semi-Annual Reports on Form N-SAR;
(g) Preparing and filing various reports or other documents
required by federal, state and other applicable laws and regulations, other than
those filed or required to be filed by the Custodian or Transfer Agent;
(h) Preparing and filing the Trust's tax returns;
(i) Assisting each Adviser, at the Adviser's request, in
monitoring and developing compliance procedures for the Trust which will
include, among other matters, procedures to assist the Advisers in monitoring
compliance with each Fund's investment objective, policies, restrictions, tax
matters and applicable laws and regulations;
(j) Performing all functions ordinarily performed by the office of
a corporate secretary, and furnishing the services and facilities incident
thereto, including all functions pertaining to matters organic to the
organization, existence and maintenance of the corporate franchise of the Trust,
including preparation for, conduct of, and recording trustees' meetings and
shareholder meetings;
(k) Furnishing all other services identified on Schedule B annexed
hereto and incorporated herein which are not otherwise specifically set forth
above.
In performing its duties under this Agreement, Investor Services Group:
(a) will act in accordance with the Declaration of Trust, By-Laws, Prospectuses
and with the instructions and directions of the Company and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal or
state laws and regulations; and (b) will consult with legal counsel to the
Company, as necessary and appropriate. Furthermore, Investor Services Group
shall not have or be required to have any authority to supervise the investment
or reinvestment of the securities or other properties which comprise the assets
of the Trust or any of its Funds and shall not provide any investment advisory
services to the Trust or any of its Funds.
4. Compensation and Allocation of Expenses. Investor Services Group shall
bear all expenses in connection with the performance of its services under this
Agreement, except as indicated below.
(a) Investor Services Group will from time to time employ or
associate with itself such person or persons as Investor Services Group may
believe to be particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees who are employed
by both Investor Services Group and the Trust. The compensation of such person
or persons shall be paid by Investor Services Group and no obligation shall be
incurred on behalf of the Trust or the Company in such respect.
(b) Investor Services Group shall not be required to pay any of
the following expenses incurred by the Trust: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; stock exchange
listing fees; taxes and fees payable to Federal, state and other governmental
agencies; fees of Trustees of the Trust who are not affiliated with Investor
Services Group; outside auditing expenses; outside legal expenses; or other
expenses not specified in this Section 4 which may be properly payable by the
Trust or the Company.
(c) The Company will compensate Investor Services Group for the
performance of its obligations hereunder in accordance with the fees set forth
in the written Fee Schedule annexed hereto as Schedule B and incorporated
herein. Schedule B may be amended to add fee schedules for any additional Funds
for which Investor Services Group has been retained as Administrator. In no
event shall the Trust be responsible for the payment of any fees payable to
Investor Services Group as set forth in Schedule B hereto.
(d) The Company will compensate Investor Services Group for its
services rendered pursuant to this Agreement in accordance with the fees set
forth above. Such fees do not include out-of-pocket disbursements of Investor
Services Group for which Investor Services Group shall be entitled to bill
separately. Out-of-pocket disbursements shall include, but shall not be limited
to, the items specified in Schedule B, annexed hereto and incorporated herein,
which schedule may be modified by Investor Services Group upon not less than
thirty days' prior written notice to the Company and the Special Projects
outlined in Schedule D hereto.
(e) Investor Services Group will bill the Company as soon as
practicable after the end of each calendar month, and said billings will be
detailed in accordance with the out-of-pocket schedule. The Company will pay to
Investor Services Group the amount of such billing by Federal Funds Wire within
fifteen (15) business days after the Company's receipt of said bill. In
addition, Investor Services Group may charge a service fee equal to the lesser
of (i) one and one half percent (1-1/2%) per month or (ii) the highest interest
rate legally permitted on any past due billed amount.
(f) The Company acknowledges that the fees that Investor Services
Group charges the Company under this Agreement reflect the allocation of risk
between the parties, including the disclaimer of warranties in Section 7 and the
limitations on liability in Section 5. Modifying the allocation of risk from
what is stated here would affect the fees that Investor Services Group charges,
and in consideration of those fees, the Company agrees to the stated allocation
of risk.
5. Limitation of Liability.
(a) Investor Services Group shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Company or the Trust in
connection with the performance of its obligations and duties under this
Agreement, except a loss resulting from Investor Services Group's willful
misfeasance, bad faith or negligence in the performance of such obligations and
duties, or by reason of its reckless disregard thereof.
(b) Neither party may assert any cause of action against the other party
under this Agreement that accrued more than two (2) years prior to the filing of
the suit (or commencement of arbitration proceedings) alleging such cause of
action.
(c) Each party shall have the duty to mitigate damages for which the
other party may become responsible.
(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT SHALL INVESTOR SERVICES GROUP, ITS AFFILIATES OR ANY OF ITS OR THEIR
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY
THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY
FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE
PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER
PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Indemnification.
(a) The Company shall indemnify and hold Investor Services Group
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against Investor Services Group or for
which Investor Services Group may be held to be liable in connection with this
Agreement or Investor Services Group's performance hereunder (a "Claim"), unless
such Claim resulted from a negligent act or omission to act or bad faith by
Investor Services Group in the performance of its duties hereunder.
(b) Investor Services Group shall indemnify and hold the Company
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against the Company or for which the
Company may be held to be liable in connection with this Agreement (a "Claim"),
provided that such Claim resulted from a negligent act or omission to act, bad
faith, willful misfeasance or reckless disregard by Investor Services Group in
the performance of its duties hereunder.
(c) In any case in which one party (the "Indemnifying Party") may
be asked to indemnify or hold the other party (the "Indemnified Party")
harmless, the Indemnified Party will notify the Indemnifying Party promptly
after identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified Party and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Section 6 shall survive the termination of this
Agreement.
7. EXCLUSION OF WARRANTIES. THIS IS A SERVICE AGREEMENT. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL
OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY
OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY
SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS
AGREEMENT. INVESTOR SERVICES GROUP DISCLAIMS ANY WARRANTY OF TITLE OR
NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
8. Termination of Agreement.
(a) This Agreement shall be effective on the date first written
above and shall continue for a period of two (2) years (the "Initial Term"),
unless earlier terminated pursuant to the terms of this Agreement. Thereafter,
this Agreement shall automatically be renewed for successive terms of two (2)
years ("Renewal Terms") each.
(b) Either party may terminate this Agreement at the end of the
Initial Term or at the end of any subsequent Renewal Term upon not than less
than ninety (90) days or more than one hundred-eighty (180) days prior written
notice to the other party.
(c) In the event a termination notice is given by the Company,
all expenses associated with movement of records and materials and conversion
thereof will be borne by the Company.
(d) If a party hereto is guilty of a material failure to perform
its duties and obligations hereunder (a "Defaulting Party") resulting in a
material loss to the other party, such other party (the "Non-Defaulting Party")
may give written notice thereof to the Defaulting Party, and if such material
breach shall not have been remedied within thirty (30) days after such written
notice is given, then the Non-Defaulting Party may terminate this Agreement by
giving thirty (30) days written notice of such termination to the Defaulting
Party. If Investor Services Group is the Non-Defaulting Party, its termination
of this Agreement shall not constitute a waiver of any other rights or remedies
of Investor Services Group with respect to services performed prior to such
termination or rights of Investor Services Group to be reimbursed for
out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party
shall not constitute a waiver by the Non-Defaulting Party of any other rights it
might have under this Agreement or otherwise against the Defaulting Party.
9. Modifications and Waivers. No change, termination, modification, or
waiver of any term or condition of the Agreement shall be valid unless in
writing signed by each party. No such writing shall be effective as against
Investor Services Group unless said writing is executed by a Senior Vice
President, Executive Vice President or President of Investor Services Group. A
party's waiver of a breach of any term or condition in the Agreement shall not
be deemed a waiver of any subsequent breach of the same or another term or
condition.
10. No Presumption Against Drafter. Investor Services Group and the
Company have jointly participated in the negotiation and drafting of this
Agreement. The Agreement shall be construed as if drafted jointly by the Company
and Investor Services Group, and no presumptions arise favoring any party by
virtue of the authorship of any provision of this Agreement.
11. Publicity. Neither Investor Services Group nor the Company shall
release or publish news releases, public announcements, advertising or other
publicity relating to this Agreement or to the transactions contemplated by it
without prior review and written approval of the other party; provided, however,
that either party may make such disclosures as are required by legal, accounting
or regulatory requirements after making reasonable efforts in the circumstances
to consult in advance with the other party.
12. Severability. The parties intend every provision of this Agreement to
be severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court determines that any remedy stated in this Agreement has
failed of its essential purpose, then all other provisions of this Agreement,
including the limitations on liability and exclusion of damages, shall remain
fully effective.
13. Miscellaneous.
(a) Any notice or other instrument authorized or required by this
Agreement to be given in writing to the Company, the Trust or Investor Services
Group shall be sufficiently given if addressed to the party and received by it
at its office set forth below or at such other place as it may from time to time
designate in writing.
To the Company or the Trust:
Endeavor Investment Advisers
2101 East Coast Highway, Suite 300
Corona del Mar, California 92625
Attn: Michael Roland
To Investor Services Group:
First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, Massachusetts 01581
Attention: President
with a copy to Investor Services Group's General Counsel
(b) This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns and
is not intended to confer upon any other person any rights or remedies
hereunder. This Agreement may not be assigned or otherwise transferred by either
party hereto, without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided, however, that Investor
Services Group may, in its sole discretion, assign all its right, title and
interest in this Agreement to an affiliate, parent or subsidiary. Investor
Services Group may, in its sole discretion, engage subcontractors to perform any
of the obligations contained in this Agreement to be performed by Investor
Services Group.
(c) The laws of the Commonwealth of Massachusetts, excluding the
laws on conflicts of laws, shall govern the interpretation, validity, and
enforcement of this Agreement. All actions arising from or related to this
Agreement shall be brought in the state and federal courts sitting in the City
of Boston, and Investor Services Group, the Company and the Trust hereby submit
themselves to the exclusive jurisdiction of those courts.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and which collectively shall be
deemed to constitute only one instrument.
(e) The captions of this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
14. Confidentiality.
(a) The parties agree that the Proprietary Information (defined
below) and the contents of this Agreement (collectively "Confidential
Information") are confidential information of the parties and their respective
licensers. The Company and Investor Services Group shall exercise reasonable
care to safeguard the confidentiality of the Confidential Information of the
other. The Company and Investor Services Group may each use the Confidential
Information only to exercise its rights or perform its duties under this
Agreement. The Company and Investor Services Group shall not duplicate, sell or
disclose to others the Confidential Information of the other, in whole or in
part, without the prior written permission of the other party. The Company and
Investor Services Group may, however, disclose Confidential Information to its
employees who have a need to know the Confidential Information to perform work
for the other, provided that each shall use reasonable efforts to ensure that
the Confidential Information is not duplicated or disclosed by its employees in
breach of this Agreement. The Company and Investor Services Group may also
disclose the Confidential Information to independent contractors, auditors and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.
Notwithstanding the previous sentence, in no event shall either the Company or
Investor Services Group disclose the Confidential Information to any competitor
of the other without specific, prior written consent.
(b) Proprietary Information means:
(i) any data or information that is completely sensitive material, and not
generally known to the public, including, but not limited to, information about
product plans, marketing strategies, finance, operations, customer
relationships, customer profiles, sales estimates, business plans, and internal
performance results relating to the past, present or future business activities
of the Company or Investor Services Group, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of them;
(ii) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords the Company or Investor Services Group a
competitive advantage over its competitors; and
(iii) all confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, show-how and trade secrets, whether or not
patentable or copyrightable.
(c) Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.
(d) The Company acknowledges that breach of the restrictions on
use, dissemination or disclosure of any Confidential Information would result in
immediate and irreparable harm, and money damages would be inadequate to
compensate Investor Services Group for that harm. Investor Services Group shall
be entitled to equitable relief, in addition to all other available remedies, to
redress any such breach.
15. Force Majeure. No party shall be liable for any default or delay in
the performance of its obligations under this Agreement if and to the extent
such default or delay is caused, directly or indirectly, by (i) fire, flood,
elements of nature or other acts of God; (ii) any outbreak or escalation of
hostilities, war, riots or civil disorders in any country, (iii) any act or
omission of the other party or any governmental authority; (iv) any labor
disputes (whether or not the employees' demands are reasonable or within the
party's power to satisfy); or (v) nonperformance by a third party or any similar
cause beyond the reasonable control of such party, including without limitation,
failures or fluctuations in telecommunications or other equipment. In any such
event, the non-performing party shall be excused from any further performance
and observance of the obligations so affected only for so long as such
circumstances prevail and such party continues to use commercially reasonable
efforts to recommence performance or observance as soon as practicable.
16. Entire Agreement. This Agreement, including all Schedules hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed and delivered by their duly authorized officers as of the date
first written above.
FIRST DATA INVESTOR SERVICES GROUP, INC.
By:
Name:
Title:
ENDEAVOR INVESTMENT ADVISERS
By: Endeavor Management Co.,
Managing General Partner
By:
Name:
Title:
ACKNOWLEDGED AND AGREED TO:
ENDEAVOR SERIES TRUST
By:
Name:
Title:
<PAGE>
SCHEDULE A
TCW Money Market Portfolio
TCW Managed Asset Allocation Portfolio
T. Rowe Price International Stock Portfolio
Value Equity Portfolio
Value Small Cap Portfolio
Dreyfus U.S. Government Securities Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Opportunity Value Portfolio
Enhanced Index Portfolio
<PAGE>
SCHEDULE B
FEE SCHEDULE
The Company shall pay Investor Services Group the following fees for servicing
the Existing Portfolios (as hereinafter defined):
a flat fee of $650,000 per annum, provided that the aggregate net
assets of the Existing Portfolios do not exceed $1 billion.
if the aggregate net assets of the Existing Portfolios exceed $1
billion, Investor Services Group shall also be entitled to receive
a fee of .01% of any net assets in excess of $1 billion in
addition to the flat fee of $650,000.
if the aggregate net assets of the Existing Portfolios fall below
$850 million, the foregoing fees will be subject to renegotiation.
The "Existing Portfolios" shall consist of TCW Money Market Portfolio, TCW
Managed Asset Allocation Portfolio, T. Rowe Price International Stock 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, Opportunity Value Portfolio and Enhanced Index
Portfolio. The fees to be paid by the Company to Investor Services Group for
servicing any additional Portfolios shall be those fees agreed to by Investor
Services Group and the Company in writing prior to the commencement of services
for such Portfolios.
Investor Services Group shall be entitled to collect all
out-of-pocket fees described in Schedule C.
<PAGE>
SCHEDULE C
OUT-OF-POCKET EXPENSES
Out-of-pocket expenses include, but are not limited to, the following:
- Courier services
- Pricing services used by the Company
- Customized programming requests at $100 per hour
- Telephone, telecommunications and fax
- Travel and lodging for Board, Shareholder and Operations
meetings
- Independent Auditor's Report (SAS 70)
- Forms and supplies for the preparation of Board meetings and
other materials for the Trust
- Duplicating charges with respect to filings with Federal and
state authorities and Board meeting materials
- Postage of Board meetings materials and other materials to the
Trust's Board members and service providers (including
overnight or other courier services)
- Such other expenses as are agreed to by Investor Services
Group and the Company
<PAGE>
SCHEDULE D
Fund Accounting and Administrative Services
Routine Projects
o Daily, Weekly, and Monthly Reporting o Portfolio and General Ledger Accounting
o Daily Pricing of all Securities o Daily Valuation and NAV Calculation o
Comparison of NAV to market movement o Review of price tolerance/fluctuation
report
o Research items appearing on the price exception report
o Weekly cost monitoring along with market-to-market valuations in accordance
with Rule 2a7
o Preparation of monthly ex-dividend monitor
o Daily cash reconciliation with the custodian bank
o Daily updating of price and rate information to the Transfer Agent/
Insurance Agent
o Daily support and report delivery to Portfolio Management
o Daily calculation of fund advisor fees and waivers
o Daily calculation of distribution rates
o Daily maintenance of each fund's general ledger including expense accruals
o Daily price notification to other vendors as required
o Calculation of 30-day adjusted SEC yields
o Preparation of month-end reconciliation package
o Monthly reconciliation of fund expense records
o Preparation of monthly pay down gain/loss summaries
o Preparation of all annual and semi-annual audit work papers
o Preparation and Printing of Financial Statements
o Providing Shareholder Tax Information to Transfer Agent
o Producing Drafts of IRS and State Tax Returns
o Treasury Services including:
Provide Officer for the Trust
Expense Accrual Monitoring
Determination of Dividends
Prepare materials for review by the board, e.g., 2a-7,10f-3, 17a-7,
17e-1, Rule 144a Tax and Financial Counsel
o Monthly Compliance Testing including Section 817H
<PAGE>
Legal, Regulatory and Board of Trustees Support
Routine Legal Services
Corporate Secretarial
o Assist in maintaining corporate records and good standing status of Fund in
its state of organization o Provide Secretary/Assistant Secretary for Fund o
Develop and maintain calendar of annual and quarterly board approvals and
regulatory filings o Prepare notice, agenda, memoranda, resolutions and
background materials for legal approval at quarterly
board meetings; attend meetings; make presentations where appropriate;
prepare minutes; follow up on issues o Provide support for one special board
meeting per year and written consent votes where needed
Regulatory/Filings
o Prepare and file annual Post-Effective Amendment o Prepare and file Rule 24e-2
and Rule 24f-2 Notices o Review and file Form N-SAR o Review and file Annual and
Semi-Annual Financial Reports o Prepare routine prospectus supplements as needed
Miscellaneous Routine Legal Services
o Communicate significant regulatory or legislative developments to Fund
management and directors and provide related planning assistance where
needed
o Consult with Fund management regarding portfolio compliance and Fund
corporate and regulatory issues as needed
o Maintain effective communication with outside counsel and review legal bills
of outside counsel o Coordinate the printing and mailing process with outside
printers for all shareholder publications
Special Legal Services (billed separately)*
o Assist in managing SEC audits of Funds
o Review sales material and advertising for Fund SEC and NASD
compliance
o Assist in conversion
Coordinate time and responsibility schedules
Draft notice, agenda, memoranda, resolutions and background materials
for board approval
o Assist in new fund start-up (to the extent requested)
Coordinate time and responsibility schedules Prepare Fund
corporate documents (MTA/by-laws)
Draft/file registration statement (including investment
objectives/policies and prospectuses) Respond to and negotiate SEC
comments Draft notice, agenda and resolutions for organizational
meeting; attend board meeting; make presentations where appropriate;
prepare minutes and follow up on issues
o Arrange D&O/E&O insurance and fidelity bond coverage for Fund
o Assist in monitoring Fund Code of Ethics reporting and provide such reports
to Adviser
o Assist in developing compliance guidelines and procedures to improve
overall compliance by Fund and service providers
o Prepare notice, agenda, memoranda and background materials for special
board meetings, make presentations where appropriate, prepare minutes and
follow up on issues
o Prepare proxy material for special meetings (including fund merger
documents)
o Prepare PEA for special purposes (e.g., new funds or classes, changes in
advisory relationships, mergers, restructurings)
o Prepare special prospectus supplements where needed o Assist in
extraordinary non-recurring projects
Arrange CDSC financial programs
Prospectus simplification
Profile prospectuses
Exemptive order applications
o Provide consultative legal services as needed
* Special Legal Services shall be billed at a rate of $185 per hour subject to
certain project caps as may be agreed to by Investor Services Group and the
Company. No Special Legal Services shall be undertaken by Investor Services
Group without the prior written consent of the Company.
Exhibit 11
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Financial
Highlights" and "Independent Auditors" in the Endeavor Series Trust Prospectuses
and "Financial Statements" in the Endeavor Series Trust Statements of Additional
Information in Post-Effective Amendment No. 20 to the Registration Statement
(Form N-1A, No. 33-27352) of Endeavor Series Trust dated October 28, 1997.
We also consent to the incorporation by reference into the Endeavor Series Trust
Statements of Additional Information of our report dated February 10, 1997, with
respect to the financial statements and financial highlights of the Opportunity
Value Portfolio, Value Equity Portfolio, Dreyfus U.S. Government Securities
Portfolio, Dreyfus Small Cap Value Portfolio, T. Rowe Price Growth Stock
Portfolio, T. Rowe Price Equity Income Portfolio, T. Rowe Price International
Stock Portfolio, TCW Managed Asset Allocation Portfolio and TCW Money Market
Portfolio (nine of the portfolios constituting Endeavor Series Trust).
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Boston, Massachusetts
October 27, 1997
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> Endeavor Series Enhanced Index
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 12,367,932
<INVESTMENTS-AT-VALUE> 13,288,017
<RECEIVABLES> 29,347
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 26,595
<TOTAL-ASSETS> 13,343,959
<PAYABLE-FOR-SECURITIES> 727,969
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 201,408
<TOTAL-LIABILITIES> 929,377
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,467,937
<SHARES-COMMON-STOCK> 1,033,631
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18,407
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 8,153
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 920,085
<NET-ASSETS> 12,414,582
<DIVIDEND-INCOME> 45,782
<INTEREST-INCOME> 8,244
<OTHER-INCOME> 0
<EXPENSES-NET> 35,619
<NET-INVESTMENT-INCOME> 18,407
<REALIZED-GAINS-CURRENT> 8,153
<APPREC-INCREASE-CURRENT> 920,085
<NET-CHANGE-FROM-OPS> 946,645
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,049,295
<NUMBER-OF-SHARES-REDEEMED> (15,664)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 12,414,582
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,728
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 42,169
<AVERAGE-NET-ASSETS> 6,636,409
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 1.99
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.01
<EXPENSE-RATIO> 1.29
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Exhibit 19
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Robert N. Hickey my
true and lawful attorney and agent, with full power to him to sign for myself,
and in my name and in the capacity indicated below, any and all Registration
Statements on Form N-1A of Endeavor Series Trust, and any and all amendments
thereto, and to file the same, with all exhibits thereto and other documents in
connection thereunder with the Securities and Exchange Commission, granting unto
said attorney and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection herewith as
fully to all intents and purposes as I might or could do in person, with full
power of substitution and revocation; and I do hereby ratify and confirm all
that said attorney and agent may lawfully do or cause to be done by virtue of
this power of attorney.
WITNESS my hand as of the 1st day of October, 1997.
/s/ Keith H. Wood
Keith H. Wood
Trustee
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute and appoint Robert N. Hickey my
true and lawful attorney and agent, with full power to him to sign for myself,
and in my name and in the capacity indicated below, any and all Registration
Statements on Form N-1A of Endeavor Series Trust, and any and all amendments
thereto, and to file the same, with all exhibits thereto and other documents in
connection thereunder with the Securities and Exchange Commission, granting unto
said attorney and agent full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection herewith as
fully to all intents and purposes as I might or could do in person, with full
power of substitution and revocation; and I do hereby ratify and confirm all
that said attorney and agent may lawfully do or cause to be done by virtue of
this power of attorney.
WITNESS my hand as of the 1st day of October, 1997.
/s/ Vincent J. McGuinness, Jr.
Vincent J. McGuinness, Jr.
Trustee
