ENDEAVOR SERIES TRUST, PRES14A, 1997-12-23

ENDEAVOR SERIES TRUST
PRES14A, 1997-12-23

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the Appropriate Box:

[x] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) [ ]

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

Endeavor Series Trust
(Name of Registrant as Specified in Its Charter)

Endeavor Series Trust
(Name of Person Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

<PAGE>

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary material

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0- 11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625
January 7, 1998

Dear Shareholder:

I am writing to shareholders of the Portfolios of the Endeavor Series
Trust (the "Trust") to let you know about a Special Meeting of Shareholders to
be held on February 23, 1998. Before that meeting, I would like your vote on the
important proposal described in the accompanying Notice of Special Meeting of
Shareholders and Proxy Statement. Under the proposal, each Portfolio would adopt
a Brokerage Enhancement Plan (the "Plan") pursuant to Rule 12b-1 under the
Investment Company Act of 1940. Unlike most Rule 12b-1 plans, the Plan would not
impose any additional fees on the Portfolios or shareholders. Instead, under the
Plan, the Adviser of each Portfolio would direct part of the brokerage
commissions incurred by the Portfolio to broker-dealers who have agreed to
direct a portion of the commissions to Endeavor Group, a registered
broker-dealer and an affiliate of the Trust's manager. Endeavor Group would use
the money to pay for expenses designed to promote sales of Portfolio shares.
Endeavor Group would not make a profit on the expenditures under the Plan, and
the Advisers would continue to be obligated to seek best price and execution in
selecting broker-dealers. By promoting sales of Portfolio shares, the Trust
seeks to increase the size of the Portfolios and make possible greater economies
of scale and lower per share expenses. The Plan is described in more detail in
the accompanying Proxy Statement.

The Board of Trustees has unanimously approved the Plan and recommends
that you vote FOR the proposal.

You may think that your vote is not important, but it is. Please take
the time to familiarize yourself with the proposal and to sign and return your
proxy card(s) in the enclosed postage-paid envelope today. You may receive more
than one proxy card if you own shares in more than one Portfolio. Please sign
and return each card you receive.

If we do not receive your completed proxy card(s) after several weeks,
you may be contacted by representatives of the Trust to remind you to vote your
shares.

Thank you for taking the time to participate in this important matter.

Sincerely,

<PAGE>

ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625

TCW Managed Asset Allocation Portfolio
TCW Money Market 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
Enhanced Index Portfolio

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on February 23, 1998

To the Shareholders of Endeavor Series Trust:

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
all of the Portfolios of Endeavor Series Trust (the "Trust"), a Massachusetts
business trust, will be held at the offices of the Trust, 2101 East Coast
Highway, Suite 300, Corona del Mar, California on February 23, 1998 at 10:00
a.m. Pacific Time (the "Special Meeting") for the following purposes:

1. To approve or disapprove a Brokerage Enhancement Plan (the "Plan")
pursuant to Rule 12b-1 under the Investment Company Act of 1940.

2. To transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

The Board of Trustees has fixed the close of business on December 31,
1997 as the record date for the determination of shareholders entitled to notice
of and to vote at the Special Meeting.

By order of the Board of Trustees

Pamela Shelton
Secretary
January 7, 1998

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO
COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF THE PROXY CARD ARE SET FORTH ON THE INSIDE

<PAGE>

COVER OF THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.

<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Trust involved in
validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration on the proxy card.

3. All Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the
form of registration. For example:
<TABLE>
<CAPTION>

Registration Valid Signature
<S> <C>

Corporate Accounts

(1) ABC Corp. . . . . . . . . . . . . . . . . . . . . . .ABC Corp.
(2) ABC Corp. . . . . . . . . . . . . . . . . . . . . . .John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer . . . . . . . . . . . . . . .John Doe
(4) ABC Corp. Profit Sharing Plan . . . . . . . . . . John Doe, Trustee

Trust Accounts

(1) ABC Trust . . . . . . . . . . . . . . . . . . . . . . . . . . Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 . . . . . . . . . . . . . . . . . . . Jane B. Doe

Custodial or Estate Accounts

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA . . . . . . . . . . John B. Smith
(2) Estate of John B. Smith . . . . . . . . . . . . . . . . John B. Smith, Jr., Executor

</TABLE>

<PAGE>

ENDEAVOR SERIES TRUST

2101 East Coast Highway, Suite 300
Corona del Mar, California 92625

SPECIAL MEETING OF SHAREHOLDERS
February 23, 1998

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Endeavor Series Trust (the "Trust") for
each of the ten Portfolios (the "Portfolios") of the Trust, for use at a Special
Meeting of Shareholders of the Portfolios to be held at 10:00 a.m. Pacific Time
on February 23, 1998 at the offices of the Trust, 2101 East Coast Highway, Suite
300, Corona del Mar, California 92625, and any adjournments thereof
(collectively, the "Special Meeting"). A notice of the Special Meeting and a
proxy card accompany this Proxy Statement. This Proxy Statement and the
accompanying Notice of Special Meeting and proxy card(s) are first being mailed
to shareholders on or about January 7, 1998. In addition to solicitations of
proxies by mail, beginning on or about February 9, 1998, proxy solicitations may
also be made by telephone, telegraph or personal interviews conducted by
officers of the Trust; regular employees of Endeavor Management Co., the
managing partner of Endeavor Investment Advisers, the Trust's manager (the
"Manager"); First Data Investor Services Group, Inc. ("FDISG"), 53 State Street,
Boston, MA 02109, a subsidiary of First Data Corporation, the Trust's transfer
agent; or other representatives of the Trust. The costs of solicitation and the
expenses incurred in connection with preparing this Proxy Statement and its
enclosures will be paid by the Trust. The Trust's most recent annual report is
available upon request without charge by writing or calling the Trust at 2101
East Coast Highway, Suite 300, Corona del Mar, CA 92625 or 1-800-854-8393.

If the enclosed proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares of beneficial interest ("Shares")
represented by the proxy will be voted in accordance with the instructions
marked therein. Unless instructions to the contrary are marked on the proxy, it
will be voted FOR the matters listed in the accompanying Notice of Special
Meeting of Shareholders. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Special
Meeting and voting his or her Shares in person, or by submitting a letter of
revocation or a later-dated proxy to the Trust at the above address prior to the
date of the Special Meeting.

<PAGE>

In the event that a quorum is not present at the Special Meeting, or in
the event that a quorum is present but sufficient votes to approve the proposal
are not received, the persons named as proxies on the enclosed proxy card may
propose one or more adjournments of the Special Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Special Meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the Special Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any adjournment will require the affirmative
vote of a majority of those Shares represented at the Special Meeting in person
or by proxy. A shareholder vote may be taken on one or more of the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes have been
received for approval. Under the Trust's Agreement and Declaration of Trust
dated November 18, 1988 (the "Declaration of Trust"), a quorum of shareholders
is constituted by the presence in person or by proxy of the holders of a
majority of the outstanding Shares of the Trust entitled to vote at the Special
Meeting.

The Board of Trustees has fixed the close of business on December 31,
1997 as the record date (the "Record Date") for the determination of
shareholders of the Portfolios entitled to notice of and to vote at the Special
Meeting. The number of shares of each Portfolio outstanding on the Record Date
is set forth in Exhibit A.

PFL Life Insurance Company ("PFL Life") and its affiliates, AUSA Life
Insurance Company, Inc. ("AUSA Life") and Providian Life Insurance Company
("Providian"), are the owners of all of the Shares of each Portfolio and as such
have the right to vote upon certain matters that are required by the Investment
Company Act of 1940, as amended (the "1940 Act"), to be approved or ratified by
the shareholders and to vote upon any other matter that may be voted upon at a
shareholders' meeting. Each of PFL Life, AUSA Life, and Providian will vote the
Shares of each Portfolio for the owners of the variable annuity issued by it
(the "Contracts") in accordance with instructions received from the policy
owners. Interests in Contracts for which no timely instructions are received
will be voted in proportion to the instructions which are received from other
Contract owners. PFL Life, AUSA Life, and Providian will also vote any shares in
separate accounts that they own and which are not attributable to Contracts in
the same proportion. Each full Share is entitled to one vote and any fractional
Share is entitled to a fractional vote.

As of December 31, 1997, the officers and the Trustees of the Trust as
a group beneficially owned less than 1% of the Shares of each Portfolio.

In order that your Shares may be represented at the Special Meeting,
you are requested to:

-- indicate your instructions on the enclosed proxy card;

-- date and sign the proxy card;

<PAGE>

-- mail the proxy card promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and

-- allow sufficient time for the proxy card to be received on or before
10:00 a.m. Pacific Time on February 23, 1998.

1. THE PROPOSED BROKERAGE ENHANCEMENT PLAN

TO APPROVE OR DISAPPROVE A BROKERAGE ENHANCEMENT PLAN PURSUANT TO RULE
12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.

SUMMARY OF THE PROPOSAL

At the meeting, shareholders of each Portfolio will be asked to approve
the Plan with respect to that Portfolio. At a meeting of the Trustees of the
Trust held on August 4, 1997, the Trustees, including all Trustees who are not
"interested persons" (the "Disinterested Trustees") of the Trust, its manager,
Endeavor Investment Advisers (the "Manager"), or Endeavor Group (the
"Distributor"), unanimously voted to approve the Plan and to recommend that the
shareholders of each Portfolio also approve the Plan. A copy of the Plan may be
found at Exhibit B.

Under the Plan, neither the Trust nor any Portfolio would incur any new
fees or charges. Instead, the Manager would be authorized to direct the Advisers
of the various Portfolios to employ as brokers certain broker-dealers. These
broker-dealers have agreed to direct part of their brokerage commissions to the
Distributor, a broker-dealer affiliate of the Trust, for the Distributor to use
to pay for distribution-related expenses. These expenses include advertising;
printing of sales materials; training programs for broker-dealers and their
representatives; and payments to selling broker-dealers.

Background

The Trust is a series-type mutual fund that is registered with the
Securities and Exchange Commission as an open-end, diversified management
investment company. The Trust currently has ten portfolios: the TCW Managed
Asset Allocation Portfolio, the TCW Money Market Portfolio, the T. Rowe Price
International Stock Portfolio, the Value Equity Portfolio, the Dreyfus Small Cap
Value Portfolio, the Dreyfus U.S. Government Securities Portfolio, the T. Rowe
Price Equity Income Portfolio, the T. Rowe Price Growth Portfolio, the
Opportunity Value Portfolio, and the Enhanced Index Portfolio. The assets of
each Portfolio are held separate from the assets of the other Portfolios, and
each Portfolio has its own distinct investment objectives and policies. Each
Portfolio operates as a separate investment fund, and the income, losses, or
expenses of one Portfolio generally have no effect on the investment performance
of any other Portfolio.

The Manager selects and contracts with advisers for investment services
for each of the Portfolios, reviews the advisers' activities, and otherwise
performs administerial and managerial

<PAGE>

functions for the Trust. Currently, six advisers (the "Advisers") each perform
investment advisory services for particular Portfolios of the Trust. The Manager
pays each Adviser for its services a portion of the management fee the Manager
receives with respect to the Portfolio. None of the Advisers is an affiliate of
the Manager or the Distributor.

Each of the Advisers makes investment decisions on behalf of a
Portfolio and places all orders for the purchase and sale of investments for the
Portfolio's account with brokers or dealers. In selecting brokers or dealers,
each Adviser is required to seek best price and execution for each transaction.
An Adviser may also take into consideration the provision by a broker of
research services, viewed either in terms of the particular transaction or the
Adviser's overall responsibilities with respect to all accounts managed by it.
Under applicable law, an Adviser may also, in selecting brokers to effect
transactions for a Portfolio, take into account whether those brokers also
distribute shares of a Portfolio.

Shares of the Portfolios are sold exclusively to the separate accounts
of PFL Life, AUSA Life, and Providian that serve as an underlying investment
vehicle for the Contracts. Until now, neither the Trust nor any of the
Portfolios has had a "principal underwriter." AEGON USA Securities, Inc., an
affiliate of PFL Life, is the principal underwriter of the Contracts. As
principal underwriter of the Contracts, AEGON USA Securities, Inc. has entered
into a wholesale marketing agreement with the Distributor. Under this agreement,
the Distributor recruits, trains and supports regional and national
broker-dealers with respect to sales of the Contracts. As compensation for its
services, the Distributor receives payments from AEGON USA Securities, Inc., PFL
Life, and affiliates of the Manager. These payments are financed from various
Contract fee revenues of PFL Life and its affiliates.

In connection with the wholesale marketing of the Contracts, the
Distributor pays for various sales related costs, including some of the costs of
preparing and printing brochures and advertisements; fees and costs charged by
broker-dealers in order to participate in broker- sponsored sales seminars;
costs associated with holding educational and training programs for
broker-dealers and their registered representatives; and other payments to
selling broker-dealers.

The Plan

The Trustees of the Trust, including all of the Disinterested Trustees,
have voted to approve the Plan and to recommend to shareholders of the
Portfolios that they vote to approve the Plan. As part of the Plan, the Trust
and the Distributor would enter into a Distribution Agreement. Under the
Distribution Agreement, the Distributor would become the principal underwriter
of the Trust, with responsibility for promoting sales of shares of each
Portfolio.

The Distributor, however, would not receive any additional compensation
from the Trust for performing this function. Instead, under the Plan, the
Manager would be authorized to direct that the Adviser of each Portfolio effect
brokerage transactions in portfolio securities through certain broker-dealers,
consistent with each Adviser's obligations to achieve best price and execution.
These broker-dealers will agree that a percentage of the commissions will be
directed to the Distributor, as an introducing broker. The Distributor will use
a small part of these directed commissions to defray incidental costs associated
with becoming and acting as an introducing broker. The remainder of the
commissions received by the Distributor will be used

<PAGE>

to finance activities principally intended to result in the sale of shares of
the Portfolios. It is anticipated that these activities will include:

o Printing and mailing Trust prospectuses, statements of
additional information, and shareholder reports for existing
and prospective Contract holders.

o Creating and mailing advertisements and sales literature.

o Holding or participating in seminars and sales meetings designed
to promote the sale of Trust shares.

o Paying marketing fees requested by broker-dealers who sell
Contracts.

o Training sales personnel.

o Compensating broker-dealers and/or their registered
representatives in connection with the allocation of cash
values and premiums of the Contracts to the Trust.

Although many of these costs are currently paid by the Distributor on a
voluntary basis, it is not required to do so. The Distributor's ability to pay
the costs associated with a higher level of sales activities is limited by its
available resources. In addition, the Distributor will be obligated to use all
of the funds directed to it for distribution expenses, except for a small amount
to be used to defray the incidental costs associated with becoming and acting as
an introducing broker-dealer. Accordingly, the Distributor will not make any
profit from the operation of the Plan.

Trustees' Consideration of the Plan

The Trustees have determined that there is a reasonable likelihood that
the adoption of the Plan will benefit each Portfolio and its shareholders, as
well as the owners of Contracts that invest in the Portfolios, at no additional
cost to the Trust or the Portfolios. In making this determination, the Trustees
considered a number of factors. The Trustees were informed by representatives of
the Distributor that providing a source of funds for reimbursement of
distribution-related expenses under the Plan would enable the Distributor to
establish and maintain an improved distribution system designed to attract new
investments in the Portfolios. The Trustees believe that improved promotion of
the Portfolios should result in increased sale of Portfolio shares. The
resulting increase in the Portfolios' assets should enable the Portfolios to
achieve greater economies of scale and thereby lower their per-share operating
expenses. In addition, higher net asset levels could improve the Advisers'
ability to manage the Portfolios because positive cash flows into the Portfolios
would eliminate the need to sell existing investments either to take advantage
of new, attractive investment opportunities or to meet redemption requests.

In addition, the Trustees considered that, unlike virtually all Rule
12b-1 plans adopted by other investment companies, which provide for payment of
distribution expenses directly out of an investment company's assets,
implementation of the Plan would not result in the Trust incurring any
additional expenses. The brokerage commissions that would be used to pay
distribution expenses under the Plan would continue to be incurred by the
Portfolios whether or

<PAGE>

not the Plan were adopted. The brokerage expenses incurred by the Portfolios
currently do not directly benefit the Portfolios, except to the extent that
executing brokers provide research services to an Adviser that may be used by an
Adviser in managing a Portfolio's investments. The Trustees considered whether
it would be possible for the Portfolios to recapture a portion of these
commissions. Based on information provided by the Manager, the Trustees
determined that direct recapture by the Trust was not possible. Most brokerage
transactions for the Portfolios are executed at a cost of about 5 cents or 6
cents per share. Based on information provided by the Manager, the Trustees
believe that broker-dealers would not agree to charge commission rates below
that level or to rebate any of their commissions to the Trust, but would be
willing to "give up" part of their commissions to an introducing broker, such as
the Distributor, to be used to pay Trust expenses. The Trustees considered
whether the money should be used to defray various direct expenses of the Trust
and determined that it was in the best interest of shareholders to use the money
for distribution expenses.

The Trustees also considered the benefits of the Plan to the Manager
and the Distributor. In particular, the Trustees considered that an increase in
the Portfolios' assets would increase the management fees paid to the Manager
and that payment of distribution expenses out of brokerage commissions could
reduce the need for the Distributor to pay such expenses out of resources
otherwise available to it.

The Plan is governed by Rule 12b-1, which requires that (1) the Plan
must be approved with respect to a Portfolio by a vote of at least a majority of
the outstanding voting securities of that Portfolio; (2) the Plan and the
Distribution Agreement between the Trust and the Distributor must be approved by
a vote of the Trustees, and by a majority of the Disinterested Directors, cast
in person at a meeting called for the purpose of voting on the Plan and the
Distribution Agreement; (3) both the Plan and the Distribution Agreement must
provide in substance (A) that they will be subject to annual approval by the
Trustees and the Disinterested Trustees; (B) that any person authorized to make
payments under the Plan or the Distribution Agreement must provide the Trustees
a quarterly written report of payments made and the purpose of the payments; (C)
that the Plan may be terminated at any time by the vote of a majority of the
Disinterested Trustees; (D) that the Distribution Agreement may be terminated
without penalty at any time by a vote of a majority of the Disinterested
Trustees or, as to a Portfolio, by vote of a majority of the outstanding
securities of a Portfolio on not more than 60 days' written notice; and (E) that
the Distribution Agreement terminates if it is assigned; (4) the Plan may not be
amended to increase materially the amount to be spent for distribution without
shareholder approval, and all material Plan amendments must be approved by a
vote of the Disinterested Trustees; (5) the selection and nomination of the
Disinterested Trustees must be committed to the Disinterested Trustees; and (6)
in implementing or continuing the Plan, the Trustees must conclude that there is
a reasonable likelihood that the Plan will benefit each Portfolio and its
shareholders.

REQUIRED VOTE

Approval of the Plan with respect to a Portfolio requires a Majority
Vote of the shareholders of that Portfolio.

<PAGE>

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE DISINTERESTED TRUSTEES, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE PLAN.

2. OTHER MATTERS

SUBMISSION OF SHAREHOLDER PROPOSALS

The Trust is not generally required to hold annual or special meetings
of shareholders. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their written
proposals to the Assistant Secretary of the Trust, c/o First Data Investor
Services Group, Inc., Mail Zone BOS865, 53 State Street, Boston, MA 02109.

SHAREHOLDERS' REQUEST FOR SPECIAL MEETING

Shareholders holding at least 10% of the Trust's outstanding voting
securities (as defined in the 1940 Act) may require the calling of a meeting of
the Trust's shareholders for the purpose of voting on the removal of any Board
member. Meetings of the Trust's shareholders for any other purpose will also be
called by the Board when requested in writing by shareholders holding at least
10% of the Shares then outstanding or, if the Board members shall fail to call
or give notice of any meeting of shareholders for a period of 30 days after such
application, shareholders holding at least 10% of the Shares then outstanding
may call and give notice of such meeting.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board does not intend to present any other business at the Special
Meeting other than as described in this Proxy Statement, nor is the Board aware
that any shareholder intends to do so. If, however, any other matters are
properly brought before the Special Meeting, the persons named in the
accompanying proxy card will vote thereon in accordance with their judgment.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO

COMPLETE, SIGN, DATE, AND RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE PAID ENVELOPE.

January 7, 1998

<PAGE>

EXHIBIT A

INFORMATION CONCERNING SHARES
OUTSTANDING AS OF DECEMBER 31, 1997

Name of Series Number of Shares Outstanding

TCW Managed Asset Allocation Portfolio

TCW Money Market 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

Enhanced Index Portfolio

<PAGE>

EXHIBIT B

BROKERAGE ENHANCEMENT PLAN

ENDEAVOR SERIES TRUST

Section 1. Endeavor Series Trust (the "Trust") is an open-end management
investment company formed under the laws of the Commonwealth of Massachusetts,
the shares of beneficial interest ("Shares") of the portfolios of which may from
time to time be offered to life insurance companies (each, a "Life Company") for
allocation to certain of their separate accounts established for the purpose of
funding variable annuity contracts and variable life policies (collectively
referred to herein as "Variable Contracts"). Section 2. The Trust currently
offers shares of beneficial interest in eleven portfolio series, the TCW Money
Market Portfolio, the TCW Managed Asset Allocation Portfolio, the Value Equity
Portfolio, the Opportunity Value Portfolio, the Dreyfus Small Cap Value
Portfolio, the Dreyfus U.S. Government Securities Portfolio, the T. Rowe Price
International Stock Portfolio, the T. Rowe Price Growth Stock Portfolio, the T.
Rowe Price Equity Income Portfolio, the Enhanced Index Portfolio and the
Montgomery Select 50 Portfolio (the "Existing Funds" - such series, together
with all other series subsequently established by the Trust, being referred to
herein collectively as the "Funds"). Section 3. In order to provide for the
implementation of the payments provided for pursuant to this Brokerage
Enhancement Plan (the "Plan"), the Trust may enter into a Distribution Agreement
(the "Agreement") with Endeavor Group pursuant to which Endeavor Group will
serve as the distributor of the Trust's Shares, and pursuant to which each Fund
participating in this Plan will authorize payments to Endeavor Group, as
provided in Section 4 hereof, for various costs incurred or paid by Endeavor
Group in connection with the distribution of Shares of that Fund. Such
Agreement, or any modification thereof, shall become effective with respect to
the Shares of any Fund in compliance with Section 12(b) of the Investment
Company Act of 1940, as amended (the "1940 Act"), and Rule 12b-1 thereunder as
the same may be amended from time to time.

<PAGE>

Section 4. The Trust may expend amounts consisting solely of that portion of
brokerage commissions paid by the Funds in connection with their portfolio
transactions and made available to Endeavor Group or other introducing brokers
by broker-dealers executing such portfolio transactions for the benefit of the
Funds to finance activities principally intended to result in the sale of Shares
of the Funds. Expenses permitted to be paid pursuant to this Plan shall include,
but not necessarily be limited to, the following costs:

A. printing and mailing of Trust prospectuses, statements of additional
information, any supplements thereto and shareholder reports for existing and
prospective Variable Contract owners;

B. development, preparation, printing and mailing of Trust
advertisements, sale literature and other promotional materials describing
and/or relating to the Funds and including materials intended for use within the
Life Company, or for broker-dealer only use or retail use;

C. holding or participating in seminars and sales meetings designed to
promote the distribution of Trust Shares;

D. marketing fees requested by broker-dealers who sell Variable Contracts;

E. obtaining information and providing explanations to Variable Contract
owners regarding Trust investment objectives and policies and other information
about the Trust and the Funds, including the performance of the Funds;

F. training sales personnel regarding sales of Variable Contracts and
underlying Shares of the Trust;

G. compensating broker-dealers and/or their registered representatives in
connection with the allocation of cash values and premiums of the Variable
Contracts to the Trust;

H. personal service and/or maintenance of Variable Contract owner accounts
with respect to Trust Shares attributable to such accounts; and

I. financing any other activity that the Trust's Board of Trustees
determines is primarily intended to result in the sale of Shares. Section 5.
This Plan shall not take effect with respect to any Existing Fund until it has
been approved by votes of a majority of (a) the outstanding Shares of such Fund,
(b) the Trustees of the Trust, and (c) those Trustees of the Trust who are not
"interested

<PAGE>

persons" of the Trust (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of this Plan or any agreements of
the Trust related hereto or any other person related to this Plan
("Disinterested Trustees"), cast in person at a meeting called for the purpose
of voting on this Plan. As additional series of the Trust are established, this
Plan shall become effective with respect to each such Fund upon the initial
public offering of such new Fund's shares, provided that this Plan with respect
to such Fund has been approved by votes of a majority of both (a) the Trustees
of the Trust and (b) the Disinterested Trustees cast in person at a meeting
called for the purpose of voting on such approval and by the initial shareholder
of the Fund so long as such initial shareholder's approval is required under the
1940 Act and the rules thereunder. In addition, any agreement related to this
Plan and entered into by any Fund in connection therewith shall not take effect
until it has been approved by votes of a majority of (a) the Board of Trustees
of the Trust, and (b) the Disinterested Trustees of the Trust. Section 6. Unless
sooner terminated pursuant to Section 8, this Plan shall continue in effect for
a period of one year from the date it takes effect and thereafter shall continue
in effect so long as such continuance is specifically approved annually by votes
of a majority of both (a) the Board of Trustees of the Trust and (b) the
Disinterested Trustees of the Trust, cast in person at a meeting called for the
purpose of voting on this Plan. Section 7. Any person authorized to direct the
disposition of monies paid or payable pursuant to this Plan or any related
agreement shall provide to the Trust's Board of Trustees and the Board shall
review at least quarterly a written report of the amounts so expended and the
purposes for which such expenditures were made. Section 8. This Plan may be
terminated at any time with respect to any Fund by vote of a majority of the
Disinterested Trustees, or by vote of a majority of the Shares of the Fund.
Section 9. Any agreement of the Trust, with respect to any Fund, related to this
Plan shall be in writing and shall provide:
A. That such agreement may be terminated with respect to a Fund at any
time without payment of any penalty, by vote of a majority of the Disinterested
Trustees or by a vote of a majority of the outstanding Shares of such Fund on
not more than sixty days' written notice to any other party to the agreement;
and

<PAGE>

B. That such agreement shall terminate automatically in the event of
its assignment. Section 10. This Plan may not be amended in any material
respect, including, but not limited to, changing the sources of monies from
which distribution expenses are paid provided for in Section 3 with respect to a
Fund unless such amendment is approved by a vote of at least a majority (as
defined in the 1940 Act) of the outstanding Shares of such Fund, and no material
amendment to this Plan shall be made unless approved by votes of a majority of
(a) the Board of Trustees of the Trust, and (b) the Disinterested Trustees, cast
in person at a meeting called for the purpose of voting on such amendment.
Section 11. While this Plan is in effect with respect to any Fund, the selection
and nomination of the Disinterested Trustees of the Trust shall be committed to
the discretion of the existing Disinterested Trustees of the Trust.

<PAGE>

ENDEAVOR SERIES TRUST

[Name of Series]

THIS SOLICITATION IS BEING MADE ON BEHALF
OF THE BOARD OF TRUSTEES.

The undersigned contract owner, annuitant or participant, by completing this
form does hereby appoint AUSA Life Insurance Company, Inc., attorneys and
proxies for the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
Beneficial Interest which the undersigned is entitled to vote at a Special
Meeting of Shareholders to be held at 10:00 a.m. Pacific time on February 23,
1998 at the offices of the Trust, 2101 East Coast Highway, Suite 300, Corona del
Mar, CA 92625 and at any adjournments thereof.

The interest represented by this proxy will be voted as directed below, or if no
direction is indicated, will be voted FOR the proposal below. If a proxy is not
received from a particular contract owner, participant or annuitant, then votes
attributable to his interest will be allocated in the same ratio as votes for
which instructions have been received.

Please vote by checking your response.

To approve a new Brokerage Enhancement Plan pursuant to Rule 12b- 1 under the
Investment Company Act of 1940.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE>

The undersigned, by completing this form, does hereby request that the proxy be
authorized to exercise its discretion in voting upon such other business as may
properly come before the meeting.

TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW

PLEASE VOTE, DATE, SIGN
EXACTLY AS YOUR NAME
APPEARS BELOW AND RETURN
THIS FORM IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.

NOTE: The undersigned
hereby acknowledges receipt
of the Notice of Special
Meeting and Proxy
Statement, and revokes any
proxy heretofore given with
respect to the votes
covered by this proxy.

Dated______________,1998 ______________________________
(Signature)

<PAGE>

ENDEAVOR SERIES TRUST

[Name of Series]

THIS SOLICITATION IS BEING MADE ON BEHALF
OF THE BOARD OF TRUSTEES.

The undersigned contract owner, annuitant or participant, by completing this
form does hereby appoint Providian Life and Health Insurance Company, attorneys
and proxies for the undersigned, with full powers of substitution and
revocation, to represent the undersigned and to vote on behalf of the
undersigned all shares of Beneficial Interest which the undersigned is entitled
to vote at a Special Meeting of Shareholders to be held at 10:00 a.m. Pacific
time on February 23, 1998 at the offices of the Trust, 2101 East Coast Highway,
Suite 300, Corona del Mar, CA 92625 and at any adjournments thereof.

Please vote by checking your response.

To approve a new Brokerage Enhancement Plan pursuant to Rule 12b- 1 under the
Investment Company Act of 1940.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE>

The undersigned, by completing this form, does hereby request that the proxy be
authorized to exercise its discretion in voting upon such other business as may
properly come before the meeting.

TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW

PLEASE VOTE, DATE, SIGN
EXACTLY AS YOUR NAME
APPEARS BELOW AND RETURN
THIS FORM IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.

NOTE: The undersigned
hereby acknowledges receipt
of the Notice of Special
Meeting and Proxy
Statement, and revokes any
proxy heretofore given with
respect to the votes
covered by this proxy.

Dated______________,1998 ____________________________
(Signature)

<PAGE>

ENDEAVOR SERIES TRUST

[Name of Series]

THIS SOLICITATION IS BEING MADE ON BEHALF
OF THE BOARD OF TRUSTEES.

The undersigned contract owner, annuitant or participant, by completing this
form does hereby appoint PFL Life Insurance Company, Inc., attorneys and proxies
for the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
Beneficial Interest which the undersigned is entitled to vote at a Special
Meeting of Shareholders to be held at 10:00 a.m. Pacific time on February 23,
1998 at the offices of the Trust, 2101 East Coast Highway, Suite 300, Corona del
Mar, CA 92625 and at any adjournments thereof.

Please vote by checking your response.

To approve a new Brokerage Enhancement Plan pursuant to Rule 12b- 1 under the
Investment Company Act of 1940.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

<PAGE>

The undersigned, by completing this form, does hereby request that the proxy be
authorized to exercise its discretion in voting upon such other business as may
properly come before the meeting.

TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW

PLEASE VOTE, DATE, SIGN
EXACTLY AS YOUR NAME
APPEARS BELOW AND RETURN
THIS FORM IN THE ENCLOSED
SELF-ADDRESSED ENVELOPE.

NOTE: The undersigned
hereby acknowledges receipt
of the Notice of Special
Meeting and Proxy
Statement, and revokes any
proxy heretofore given with
respect to the votes
covered by this proxy.

Dated______________,1998 _____________________________
(Signature)

<PAGE>