ENDEAVOR SERIES TRUST, DEF 14A, 1997-05-15

ENDEAVOR SERIES TRUST
DEF 14A, 1997-05-15

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [ ] Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

ENDEAVOR SERIES TRUST
(Name of Registrant as Specified In Its Charter)

GAIL A. HANSON
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transactions applies:

2) Aggregate number of securities to which transaction applies:

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 materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identity 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: May 14, 1997

<PAGE>

VALUE EQUITY PORTFOLIO
OPPORTUNITY VALUE PORTFOLIO
OF
ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on June 18, 1997

To the Shareholders of: Value Equity Portfolio and Opportunity Value
Portfolio of Endeavor Series Trust

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
Value Equity Portfolio and Opportunity Value Portfolio (collectively, 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 June 18, 1997 at 10:00 a.m. P.D.T. (the
"Special Meeting") for the following purposes:

1. To approve or disapprove new investment advisory agreements between
Endeavor Investment Advisers and OpCap Advisors relating to the
respective Portfolios effective upon the acquisition of Oppenheimer
Group, Inc. and its subsidiaries pursuant to the Transaction described
in the Proxy Statement attached hereto (Proposal 1).

2. To approve or disapprove a proposed amendment to the Value Equity
Portfolio's investment restriction regarding illiquid securities and to
change this restriction to non-fundamental (shareholders of Value
Equity Portfolio only) (Proposal 2).

3. 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 April 15, 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

May 9, 1997

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 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 Portfolio 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:

Registration Valid Signature

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

<PAGE>

VALUE EQUITY PORTFOLIO
OPPORTUNITY VALUE PORTFOLIO
OF
ENDEAVOR SERIES TRUST

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

SPECIAL MEETING OF SHAREHOLDERS
June 18, 1997

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
the Value Equity Portfolio and Opportunity Value Portfolio (the "Portfolios"),
for use at a Special Meeting of Shareholders of the Portfolios to be held at
10:00 a.m. P.D.T. on June 18, 1997 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. In addition to solicitations of
proxies by mail, beginning on or about June 1, 1997, 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 PIMCO Advisors L.P. ("PIMCO Advisors") and
Oppenheimer Group, Inc. ("OGI"). 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.

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 proposals
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.

<PAGE>

The Board has fixed the close of business on April 15, 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. At the
close of business on the Record Date, there were 8,147,718.263 Shares of Value
Equity Portfolio outstanding and 578,772.639 Shares of Opportunity Value
Portfolio outstanding.

PFL Life Insurance Company ("PFL Life") and its affiliate AUSA Life
Insurance Company, Inc. ("AUSA Life") 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. PFL Life will vote the Shares
of each Portfolio for the owners of the PFL Endeavor Variable Annuity Account
issued by PFL Life and AUSA Life will vote the shares of each Portfolio for the
owners of the AUSA Endeavor Variable Annuity Account (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 variable life insurance
policy owners and variable annuity contract owners or participants. PFL Life and
AUSA Life 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 April 15, 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;

-- 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. P.D.T. on June 18, 1997.

Summary of Proposals

The table set forth below lists each proposal contained in the Proxy
Statement and the Portfolios whose shareholders will be voting on the proposal.
<TABLE>
<CAPTION>

Proposal Number Proposal Summary Portfolio(s)

<S> <C> <C>
Proposal 1...................... To approve or disapprove new Both Portfolios
investment advisory agreements
between Endeavor Investment
Advisers and OpCap Advisors
relating to the respective
Portfolios effective upon the
acquisition of Oppenheimer
Capital and its subsidiaries
pursuant to the Transaction
described in this Proxy Statement
attached hereto.

Proposal 2...................... To approve or disapprove a Value Equity Portfolio
proposed amendment to the Value Equity
Portfolio's investment restriction
regarding illiquid securities and to change
this restriction to non-fundamental.
</TABLE>

PROPOSAL 1

TO APPROVE OR DISAPPROVE NEW INVESTMENT ADVISORY AGREEMENTS BETWEEN
ENDEAVOR INVESTMENT ADVISERS AND OPCAP ADVISORS RELATING TO THE PORTFOLIOS.

SUMMARY OF PROPOSAL

Background

.........For the reasons and based on an analysis of factors described
below, all of the Trustees of the Trust have approved the Manager's execution of
new investment advisory agreements (the "New Agreements") with OpCap Advisors
("OpCap" or the "Adviser"). The New Agreements contain substantially the same
terms and conditions as the current investment advisory agreements with the
Adviser for the Portfolios (the "Existing Agreements"). There will be no change
in the fees payable by the Portfolios to the Manager. The Manager will pay to
OpCap monthly fees at an annual rate based on the Portfolios' average daily net
assets. Pursuant to their terms and subject to shareholder approval, the New
Agreements will become effective upon the closing of the Transaction (described
below) and will continue initially for a two-year period and continue for
successive annual periods thereafter, provided such continuance is approved at
least annually by a majority of the Board of Trustees who are not "interested
persons" of the Trust (as the term is used in the 1940 Act) and a majority of
the full Board of Trustees or a majority of the outstanding voting securities of
each Portfolio, as defined in the 1940 Act.

.........OpCap is a majority-owned subsidiary of Oppenheimer Capital, a
registered investment adviser with approximately $49.4 billion in assets under
management on March 31, 1997. Oppenheimer Financial Corp. ("Opfin"), a holding
company, is a 1.0% general partner of OpCap. Opfin also holds a one-third
managing general partner interest in Oppenheimer Capital, and Oppenheimer
Capital, L.P., a Delaware limited partnership whose units are traded on the New
York Stock Exchange and of which Opfin is the sole 1.0% general partner, owns
the remaining two-thirds interest.

.........On February 13, 1997, PIMCO Advisors, a registered investment
adviser with approximately $110 billion in assets under management through
various subsidiaries, signed an Agreement and Plan of Merger with OGI and its
subsidiary Opfin pursuant to which PIMCO Advisors and its affiliate, Thomson
Advisory Group Inc. ("TAG"), will acquire the one-third managing general partner
interest in Oppenheimer Capital, the 1.0% general partnership interest in OpCap,
and the 1.0% general partner interest in Oppenheimer Capital L.P. (the
"Transaction") and OGI will be merged with and into TAG. The aggregate purchase
price is approximately $265 million including the issuance of convertible
preferred stock of TAG and assumption of certain indebtedness. The amount of TAG
preferred stock comprising the purchase price is subject to reduction in certain
circumstances. The Transaction is subject to certain conditions being satisfied
prior to closing, including consents from certain lenders, approvals from
regulatory authorities, including a favorable tax ruling from the Internal
Revenue Service, and consents of certain clients, which are expected to take up
to six months to obtain. If the Transaction is consummated, it will involve a
change in control of Oppenheimer Capital and OpCap which will constitute an
assignment and termination of the Existing Agreements for the Portfolios.
Therefore, the Board of Trustees is proposing that shareholders approve the New
Agreements to take effect upon the consummation of the Transaction. A
description of the New Agreements and the services to be provided by the Adviser
is set forth below. With the exception of the commencement and termination
dates, the New Agreements are substantially identical to the Existing
Agreements.

The principal business address of OpCap, Oppenheimer Capital and their
affiliates is Oppenheimer Tower, 200 Liberty Street, One World Financial Center,
New York, New York 10281. The principal business address of OpCap would not
change following the Transaction. Joseph La Motta is Chairman of Oppenheimer
Capital and OpCap. George Long is President of Oppenheimer Capital and Bernard
H. Garil is President of OpCap.

At a meeting held on April 8, 1997, the Trust's Board of Trustees,
including all of the "non-interested" Trustees, approved and determined to
submit to shareholders for approval at this Special Meeting, the New Agreements
with the Adviser. The New Agreements are attached to this Proxy Statement as
Exhibits A and B.

Investment companies with similar investment objectives as the
Portfolios for which the Adviser provides investment advisory services, the
amount of their net assets as of February 28, 1997 and the annual rates of OpCap
fees for its services to such companies are set forth in Exhibit C to this Proxy
Statement.

Portfolio Managers. Investment decisions with respect to the Portfolios are
made by the following portfolio managers:

Eileen Rominger is a senior equity portfolio manager and research analyst.
In addition to the Value Equity Portfolio, she is responsible for the management
of separate account portfolios, the Oppenheimer Quest Value Fund and several
other variable annuity funds managed or subadvised by OpCap. She brings eighteen
years of investment experience to her current position. Ms. Rominger joined
Oppenheimer Capital in 1981 and originally devoted her time exclusively to
finding and analyzing investment opportunities. Her analytical work has
encompassed many industries and companies. Later, she assumed her current
responsibilities, combining her security analysis work with portfolio
management. Ms. Rominger graduated from Fairfield University with a BA Cum Laude
in English literature and earned an MBA in Finance from the Wharton Graduate
School of Business.

Richard J. Glasebrook, II is a senior equity portfolio manager and analyst
at Oppenheimer Capital. He is responsible for tax-exempt portfolios and several
investment companies advised or subadvised by OpCap, including the Oppenheimer
Quest Opportunity Value Fund and the Opportunity Value Portfolio of the Trust.
Morningstar, Inc. named Mr. Glasebrook the 1995 Variable Fund Manager of the
Year. He joined the firm in 1990 and brings 23 years investment experience to
his current position. From 1983 to 1990, Mr. Glasebrook was a partner with
Delafield Asset Management serving as a portfolio manager and analyst. For three
years prior to this, he was responsible for the portfolios of several
high-net-worth individuals and their family estates. From 1974 to 1980, Mr.
Glasebrook held the position of portfolio manager and analyst with Morgan
Guaranty Trust Co. He is a member of the Association for Investment Management
and Research. Mr. Glasebrook, a Chartered Financial Analyst, graduated from
Kenyon College in 1970 with a BA in Economics Magna Cum Laude and received an
MBA from Harvard Graduate School of Business Administration.

Effects of the Transaction. Upon consummation of the Transaction, Oppenheimer
Capital and OpCap will be controlled by PIMCO Advisors. PIMCO Advisors has
advised OGI that it anticipates that the senior portfolio management team of
Oppenheimer Capital will continue in their present capacities; that the
eligibility of OpCap to serve as an investment adviser or sub-adviser will not
be affected by the Transaction; and that Oppenheimer Capital and OpCap will be
able to continue to provide advisory and management services with no material
changes in operating conditions. PIMCO Advisors has further advised OGI and the
Board of Trustees that it currently anticipates that the Transaction will not
affect the ability of Oppenheimer Capital and OpCap to fulfill their obligations
under their investment advisory or sub-advisory agreements.

Information Concerning PIMCO. PIMCO Advisors, with approximately $110 billion in
assets under management as of December 31, 1996, is one of the largest publicly
traded money management firms in the United States. PIMCO Advisors' address is
800 Newport Center Drive, Suite 100, Newport Beach, California 92660.

<PAGE>

PIMCO Partners, G.P. ("PIMCO GP") is PIMCO Advisors' sole general partner
and owns approximately 42.83% and 66.37%, respectively of the total outstanding
Class A and Class B units of limited partnership interest ("Units") of PIMCO
Advisors. Upon the closing of the Transaction, PIMCO GP will own a majority of
the voting stock of TAG which in turn owns approximately 14.94% and 25.06%,
respectively, of the Units of PIMCO Advisors. PIMCO GP is a California general
partnership with two general partners. The first of these is an indirect
wholly-owned subsidiary of Pacific Mutual Life Insurance Company ("Pacific
Mutual").

PIMCO Partners L.L.C. ("PPLLC"), a California limited liability company, is
the second, and managing, general partner of PIMCO GP. PPLLC's members are the
Managing Directors (the "PIMCO Managers") of Pacific Investment Management
Company, a subsidiary of PIMCO Advisors (the "PIMCO Subpartnership"). The PIMCO
Managers are: William H. Gross, Dean S. Meiling, James F. Muzzy, William F.
Podlich, III, Frank B. Rabinovitch, Brent R. Harris, John L. Hague, William S.
Thompson Jr., William C. Powers, David H. Edington, Benjamin Trosky, William R.
Benz, II and Lee R. Thomas, III.

PIMCO Advisors is governed by an Operating Board and an Equity Board.
Governance matters are allocated generally to the Operating Board and the
Operating Board delegates to the Operating Committee the authority to manage
day-to-day operations of PIMCO Advisors. The Operating Board is composed of
twelve members, including the chief executive officer of the PIMCO
Subpartnership as Chairman and six PIMCO Managers designated by the PIMCO
Subpartnership.

The authority of PIMCO Advisors' Operating Board and Operating Committee to
take certain specified actions is subject to the approval of PIMCO Advisors'
Equity Board. Equity Board approval is required for certain major transactions
(e.g., issuance of additional PIMCO Advisors' Units and appointment of PIMCO
Advisors' chief executive officer). In addition, the Equity Board has
jurisdiction over matters such as actions which would have a material effect
upon PIMCO Advisors' business taken as a whole and (after an appeal from an
Operating Board decision) matters likely to have a material adverse economic
effect on any subpartnership of PIMCO Advisors. The Equity Board is composed of
twelve members, including the chief executive officer of PIMCO Advisors, three
members designated by a subsidiary of Pacific Mutual, the chairman of the
Operating Board and two members designated by PPLLC.

Because of its power to appoint (directly or indirectly) seven of the
twelve members of the Operating Board as described above, the PIMCO
Subpartnership may be deemed to control PIMCO Advisors. Because of the direct or
indirect power to appoint 25% of the members of the Equity Board, (i) Pacific
Mutual and (ii) the PIMCO Managers and/or the PIMCO Subpartnership may each be
deemed, under applicable provisions of the 1940 Act, to control PIMCO Advisors.
Pacific Mutual, PIMCO Subpartnership and the PIMCO Managers disclaim such
control.

.........Section 15(f) of the 1940 Act is available to OGI in connection with
PIMCO Advisors' acquisition of a controlling interest in Oppenheimer Capital and
its subsidiary OpCap. Section 15(f) provides, in pertinent part, that an
investment adviser and its affiliates may receive any amount or benefit in
connection with a sale of an interest in such investment adviser which results
in an assignment of an investment advisory contract if (1) for a period of three
years after the time of such event, 75% of the members of the Board of Trustees
or Directors of the investment company which it advises are not "interested
persons" (as defined in the 1940 Act) of the new or old investment adviser, and
(2) during the two-year period after the date on which the transactions occurs,
there is no "unfair burden" imposed on the investment company as a result of the
transaction. For this purpose, "unfair burden" is defined to include any
arrangement during the two-year period after the transaction whereby the
investment adviser or predecessor or successor investment advisers, or any
interested person of any such adviser, receives or is entitled to receive any
compensation directly or indirectly (i) from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
investment company other than bona fide ordinary compensation as principal
underwriter for such company, or (ii) from the investment company or its
security holders for other than bona fide investment advisory or other services.
No compensation arrangements of the types described above are contemplated in
the proposed Transaction. The Trust's Board of Trustees is aware of no
circumstances arising from the Transaction that might result in an unfair burden
being imposed on the Portfolios. Moreover, PIMCO Advisors have agreed with OGI
that they will use commercially reasonable efforts to insure that no unfair
burden will be imposed on the Portfolios by or as a result of the Transaction
during such two-year period. The second condition of Section 15(f) is that
during the three-year period following the consummation of a transaction, at
least 75% of the investment company's board of trustees must not be "interested
persons" of the investment adviser or predecessor adviser. The Trust's
compliance with or exemption from such 75% disinterested board requirement is a
condition to consummation of the Transaction, and PIMCO Advisors has entered
into related agreements with OGI with respect to such requirement during such
three-year period.

Description of the Existing and New Agreements. The Existing Agreements between
the Value Equity Portfolio and Opportunity Value Portfolio and OpCap as the
Adviser thereunder, were executed as of April 19, 1993 and November 18, 1996,
respectively, and for the Value Equity Portfolio was last approved by the
Trustees, including a majority of the Independent Trustees, at a meeting of the
Board of Trustees on April 8, 1997. The Existing Agreements were last approved
by shareholders on April 19, 1993 and November 4, 1996. If the New Agreements
are approved by the required holders of beneficial interest in the Portfolio, as
described herein, upon the closing of the Transaction, OpCap, will serve as the
investment adviser to the Portfolios and will provide the same services to the
Portfolios as it currently provides under the Existing Agreements. Except for
the effective and termination dates, the terms of the New Agreements are
identical in all material respects to the terms of the Existing Agreements. The
New Agreements are attached to this Proxy Statement as Exhibits A and B,
respectively, and the description of the New Agreement set forth in this Proxy
Statement is qualified in its entirety by reference to Exhibits A and B.

OpCap shall manage the investment and reinvestment of the portfolio assets of
each Portfolio, all without prior consultation with the Manager, subject to and
in accordance with the respective investment objectives and policies of each
Portfolio set forth in the Trust's Registration Statement, as such Registration
Statement may be amended from time to time, and any written instructions which
the Manager or the Trust's Board of Trustees may issue from time-to-time in
accordance therewith. In pursuance of the foregoing, OpCap shall make all
determinations with respect to the purchase and sale of portfolio securities and
shall take such action necessary to implement the same. OpCap shall render
regular reports to the Trust's Board of Trustees and the Manager concerning the
investment activities of the Portfolios.

To the extent provided in the Trust's Registration Statement, as such
Registration Statement may be amended from time to time, OpCap shall, in the
name of the Portfolios, place orders for the execution of portfolio transactions
with or through such brokers, dealers or banks as it may select including its
affiliates and, complying with Section 28(e) of the Securities Exchange Act of
1934, may pay a commission on transactions in excess of the amount of commission
another broker-dealer would have charged.

In connection with the placement of orders for the execution of portfolio
transactions of the Portfolios, OpCap shall create and maintain all necessary
records pertaining to the purchase and sale of securities on behalf of the
Portfolios in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of the 1940 Act.

Pursuant to its terms, subject to shareholder approval, the New Agreements will
become effective on the closing of the Transaction. The New Agreements shall
remain in force for two years from the date of its effectiveness, and thereafter
it will terminate unless its continuance is specifically approved at least
annually (a) by the vote of a majority of the Independent Trustees at a meeting
specifically called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolios. The New Agreements, like the Existing
Agreements, are terminable without penalty by the Board of Trustees, by the
Manager, or by a vote of the majority of the outstanding voting securities of
the Portfolios upon 60 days' prior written notice to OpCap, or by OpCap upon 150
days' prior written notice to the Manager, or upon such shorter notice as may be
mutually agreed upon. The New Agreements, like the Existing Agreements, will
terminate automatically and immediately in the event of its assignment.

Services and Fees under the New Agreement. Under the New Agreements, the Adviser
shall regularly provide investment advice with respect to the Portfolios and
invest and reinvest cash, securities and the property comprising the assets of
the Portfolios. The fees payable by the Manager to OpCap under the New
Agreements will be at the same rate as the fees payable under the Existing
Agreements. For the fiscal year ended December 31, 1996, the Value Equity and
Opportunity Value Portfolios paid $768,579 and $197, respectively, in management
fees of which $563,953 was paid to OpCap for Value Equity Portfolio. No fees
were paid to OpCap for Opportunity Value Portfolio.

Limitation of Liability. The New Agreements provide that in the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of its
duties or obligations, the Adviser shall not be liable to the Manager for any
act or omission in the course of or in connection with rendering services under
the New Agreements or for any losses that may be sustained in the purchase,
holding or sale of any security. This provision is identical to the provision on
limitation of liability in the Existing Agreements.

Termination. The termination provisions of the New Agreements and the Existing
Agreements are identical. Each New Agreement may be terminated by the respective
Portfolio at any time without penalty upon 60 days' written notice to the other
party and by the Adviser upon 150 days, prior written notice to the Manager.
Termination by a Portfolio must be approved by the vote of a majority of the
Trustees or by vote of a majority of the outstanding shares of the Portfolio.
The New Agreements will terminate in the event of an "assignment," as required
by the 1940 Act.

Portfolio Transactions and Brokerage. Provisions of the New Agreements relating
to portfolio transactions and brokerage are identical to those provisions in the
Existing Agreements. During the fiscal year ended December 31, 1996, the Value
Equity Portfolio and the Opportunity Value Portfolio paid $90,589 and $291,
respectively, in brokerage commissions of which $2,908 from Value Equity
Portfolio was paid to Oppenheimer & Co., Inc., an affiliated broker-dealer of
OpCap.

Evaluation By The Board of Trustees. The Board of Trustees has determined that
continuity and efficiency of portfolio management services after the Transaction
can best be assured by approving the New Agreements on behalf of the Portfolios.
The Board believes that the New Agreements will enable the Portfolios to
continue to obtain sub-advisory services of high quality at costs which it deems
appropriate and reasonable, and that approval of the New Agreements is in the
best interests of the Portfolios and their shareholders.

.........In evaluating the New Agreements, the Board of Trustees requested and
reviewed, with the assistance of legal counsel, materials furnished by OpCap and
PIMCO Advisors. These materials included financial statements as well as other
written information regarding PIMCO Advisors and its personnel, operations, and
financial condition. The Board also reviewed information about OpCap, including
its brokerage policies described above. Consideration was given to comparative
performance and cost information concerning other mutual funds with similar
investment objectives, including information prepared by Lipper Analytical
Services, Inc. The Board of Trustees also reviewed and discussed the terms and
provisions of the New Agreements as compared to the Existing Agreements as well
as the arrangements of other mutual funds, particularly with respect to the
allocation of various types of expenses, levels of fees and resulting expense
ratios. The Board evaluated the nature and extent of services provided by other
investment advisers to their respective funds and also considered the benefits
OpCap would obtain from its relationship with the Portfolios and the economies
of scale in costs and expenses to the Adviser associated with its providing such
services. The Board also met with representatives of PIMCO Advisors to discuss
their current intentions with respect to Oppenheimer Capital and OpCap.

The Board considered: (i) the quality of the operations and services which
have been provided to the Portfolio by OpCap and which are expected to continue
to be provided after the Transaction, with no change in fee rates; (ii) the
overall experience and reputation of OpCap in providing such services to
investment companies, and the likelihood of its continued financial stability;
(iii) the capitalization of PIMCO Advisors; (iv) the aspects of the Transaction
that would affect the ability of OpCap to retain and attract qualified
personnel; and (v) the benefits of continuity in the services to be provided
under the New Agreements. Based upon its review, the Board of Trustees concluded
that the terms of the New Agreements are reasonable, fair and in the best
interests of the Portfolios and their shareholders, and that the fees provided
therein are fair and reasonable in light of the usual and customary charges made
by others for services of the same nature and quality. Accordingly, the Board
concluded that continuing to retain OpCap as Adviser to the Portfolios after the
Transaction is desirable and in the best interests of the Portfolios and their
shareholders. Based on these and other considerations, the Board unanimously
recommended approval of the New Agreements and their submission to shareholders
of each Portfolio for their respective approvals. The New Agreements will become
effective on the date that the Transaction is consummated. The New Agreements
will continue in effect until two years from their effective date, and
thereafter for successive annual periods as long as such continuance is approved
in accordance with the 1940 Act. If the Transaction is not consummated, the
Existing Agreements will remain in effect according to their terms.

Vote Required. As provided under the 1940 Act, approval of each New Agreement
will require the vote of a majority of the outstanding Shares of the respective
Portfolio. Under the 1940 Act, the vote of a "majority of the outstanding voting
securities" of an investment company (or a series thereof) means the vote, at a
duly-called annual or special meeting of shareholders, of 67% or more of the
shares present at such meeting, if the holders of more than 50% of the
outstanding shares of such company or series are present or represented by
proxy, or of more than 50% of the total outstanding shares of such company or
series, whichever is less (a "Majority Vote").

THE TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT INTERESTED PERSONS OF THE
TRUST, OPCAP ADVISORS, ENDEAVOR INVESTMENT ADVISERS, PIMCO ADVISORS L.P. OR
THEIR AFFILIATES, UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO
VOTE TO APPROVE THE APPLICABLE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN
ENDEAVOR INVESTMENT ADVISERS AND OPCAP ADVISORS.

PROPOSAL 2:

TO APPROVE OR DISAPPROVE A PROPOSED AMENDMENT TO THE VALUE EQUITY PORTFOLIO'S
INVESTMENT RESTRICTION REGARDING ILLIQUID SECURITIES AND TO CHANGE THIS
RESTRICTION TO NON-FUNDAMENTAL.

The Board of Trustees has proposed an amendment to the Value Equity
Portfolio's fundamental investment restriction regarding illiquid securities.
Currently, the Value Equity Portfolio's investment restrictions include a
fundamental restriction which provides that the Value Equity Portfolio may not:

Invest more than 10% of its net assets (taken at current value at the time
of each purchase) in illiquid securities including repurchase agreements
maturing in more than seven days.

It is proposed to increase this percentage from 10% to 15% of net assets.
It is also proposed to change this restriction from a fundamental restriction
which may be amended only with the approval of shareholders as described below
to a non-fundamental restriction which may be changed without further
shareholder approval.

As an open-end investment company, the Trust may not hold a significant
amount of illiquid securities because these securities may not be susceptible to
accurate valuation and because it is possible that the Value Equity Portfolio
would have difficulty liquidating securities in order to satisfy requests to
redeem shares within seven days, as is required for open-end investment
companies. In general, illiquid securities have included securities subject to
contractual or legal restrictions on resale, securities for which there is no
readily available market and repurchase agreements or time deposits maturing in
greater than seven days. However, the securities markets are evolving and new
types of instruments have developed that make the Value Equity Portfolio's
present policies on illiquid investments overbroad and unnecessarily
restrictive. For example, many foreign securities are not registered in the
United States and may not be sold in the United States without registration
under the U.S. securities laws, but these securities trade freely in their
principal markets abroad. The markets for some types of securities are almost
exclusively institutional - repurchase agreements, commercial paper, many types
of municipal securities and some corporate bonds and notes. These instruments
are often either exempt from registration or sold in transactions not requiring
registration. Institutional investors will therefore often depend either on the
issuer's ability to honor a demand for repayment in less than seven days or on
an efficient institutional market in which the unregistered security can readily
be resold. The fact that there may be legal or contractual restrictions on
resale to the general public, therefore, does not necessarily determine the
liquidity of these investments.

.........In recognition of the increased size and liquidity of the institutional
market for unregistered securities and the importance of institutional investors
in the capital formation process, the Securities and Exchange Commission (the
"SEC") has adopted Rule 144A under the Securities Act of 1933, as amended, which
allows for a broad institutional trading market for securities subject to
restriction on resale to the general public. As these institutional markets
develop, the Value Equity Portfolio would be constrained by its current
investment restrictions even though the institutional restricted securities
markets would provide readily ascertainable market values for restricted
securities and the ability to reduce an investment to cash in order to satisfy
Value Equity Portfolio share redemption orders on a timely basis. In order to
take advantage of these regulatory initiatives and the increasingly liquid
institutional trading markets, the Board recommends that the Value Equity
Portfolio reclassify as non-fundamental its policy regarding investments in
illiquid securities. If approved by shareholders, the Board intends to adopt a
non-fundamental policy limiting the Value Equity Portfolio's investments in
illiquid securities to not more than 15% of its total assets, which is
consistent with the current SEC staff position on illiquid investments. Under
this new policy, restricted securities that are nonetheless liquid may be
purchased without limitation.

If this proposal is approved by shareholders, the specific types of
securities that may be deemed to be illiquid will be determined by the Board in
a manner consistent with current regulatory positions of the SEC and its staff.
By making the Value Equity Portfolio's policy on illiquid securities
non-fundamental, the Portfolio will be able to respond more rapidly to
regulatory and market developments because no shareholder vote will be required
to redefine the types of securities that are deemed illiquid. ......... If
approved by shareholders, this investment restriction will be amended to provide
that the Value Equity Portfolio will not:

Invest more than 15% of its net assets (taken at current value at the time
of each purchase) in illiquid securities including repurchase agreements
maturing in more than seven days.

REQUIRED VOTE

Approval of this Proposal requires a Majority Vote of the shareholders of
the Value Equity Portfolio.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, UNANIMOUSLY
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE VALUE EQUITY
PORTFOLIO'S INVESTMENT RESTRICTION REGARDING ILLIQUID SECURITIES.

<PAGE>

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.

May 9, 1997

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.

<PAGE>

A-4

3rdparty\endeavor\proxy\prxy97a.doc

EXHIBIT A
FORM OF
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this __th day of _______, 1997, by and between OpCap
Advisors, a Delaware general partnership (the "Adviser"), and Endeavor
Investment Advisers, a California general partnership (the "Manager").

WHEREAS, the Manager has been organized to serve as investment manager
and administrator of Endeavor Series Trust (the "Trust"), a Massachusetts
business trust which has filed a registration statement under the Investment
Company Act of 1940, as amended (the "1940 Act") and the Securities Act of 1933
(the "Registration Statement"); and

WHEREAS, the Trust is comprised of several separate investment
portfolios, one of which is the Value Equity Portfolio (the "Portfolio"); and

WHEREAS, the Manager desires to avail itself of the services,
information, advice, assistance and facilities of an investment adviser to
assist the Manager in performing services for the Portfolio; and

WHEREAS, the Adviser is registered under the 1940 Act, as amended, and
is engaged in the business of rendering investment advisory services to
investment companies and other institutional clients and desires to provide such
services to the Manager;

NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

1. Employment of the Adviser. The Manager hereby employs the Adviser to
manage the investment and reinvestment of the assets of the Portfolio, subject
to the control and direction of the Trust's Board of Trustees, for the period
and on the terms hereinafter set forth. The Adviser hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth for the compensation herein provided. The
Adviser shall for all purposes herein be deemed to be an independent contractor
and shall, except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the Manager, the Portfolio
or the Trust in any way.

2. Obligations of and Services to be Provided by the Adviser. The Adviser
undertakes to provide the following services and to assume the following
obligations:

a. The Adviser shall manage the investment and reinvestment of
the portfolio assets of the Portfolio, all without prior consultation
with the Manager, subject to and in accordance with the respective
investment objectives and policies of the Portfolio set forth in the
Trust's Registration Statement, as such Registration Statement may be
amended from time to time, and any written instructions which the
Manager or the Trust's Board of Trustees may issue from time-to-time in
accordance therewith. In pursuance of the foregoing, the Adviser shall
make all determinations with respect to the purchase and sale of
portfolio securities and shall take such action necessary to implement
the same. The Adviser shall render regular reports to the Trust's Board
of Trustees and the Manager concerning the investment activities of the
Portfolio.

b. To the extent provided in the Trust's Registration
Statement, as such Registration Statement may be amended from time to
time, the Adviser shall, in the name of the Portfolio, place orders for
the execution of portfolio transactions with or through such brokers,
dealers or banks as it may select including affiliates of the Adviser
and, complying with Section 28(e) of the Securities Exchange Act of
1934, may pay a commission on transactions in excess of the amount of
commission another broker-dealer would have charged.

c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Adviser
shall create and maintain all necessary records pertaining to the
purchase and sale of securities by the Adviser on behalf of the
Portfolio in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section
31(a) of the 1940 Act. All records shall be the property of the Trust
and shall be available for inspection and use by the Securities and
Exchange Commission ("SEC"), the Trust, the Manager or any person
retained by the Trust. Where applicable, such records shall be
maintained by the Adviser for the periods and in the places required by
Rule 31a-2 under the 1940 Act.

d. The Adviser shall bear its expenses of providing services pursuant to
this Agreement.

3. Compensation of the Adviser. In consideration of services rendered
pursuant to this Agreement, the Manager will pay the Adviser a fee at the annual
rate of the value of the Portfolio's average daily net assets set forth in
Schedule A hereto. Such fee shall be accrued daily and paid monthly as soon as
practicable after the end of each month. If the Adviser shall serve for less
than the whole of any month, the foregoing compensation shall be prorated. For
the purpose of determining fees payable to the Adviser, the value of the
Portfolio's net assets shall be computed at the times and in the manner
specified in the Trust's Registration Statement.

4. Activities of the Adviser. The services of the Adviser hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others and to engage in other activities, so long as the services
rendered hereunder are not impaired.

5. Use of Names. The Manager shall not use the name of the Adviser or
its parent in any prospectus, sales literature or other material relating to the
Trust in any manner not approved prior thereto by the Adviser; provided,
however, that the Adviser shall approve all uses of its name and that of its
parent which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and, provided,
further, that in no event shall such approval be unreasonably withheld. The
Adviser shall not use the name of the Trust or the Manager in any material
relating to the Adviser in any manner not approved prior thereto by the Manager;
provided, however, that the Manager shall approve all uses of its or the Trust's
name which merely refer in accurate terms to the appointment of the Adviser
hereunder or which are required by the SEC or a state securities commission;
and, provided further, that in no event shall such approval be unreasonably
withheld.

6. Liability of the Adviser. Absent willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations or duties hereunder on
the part of the Adviser, the Adviser shall not be liable for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.

7. Limitation of Trust's Liability. The Adviser acknowledges that it
has received notice of and accepts the limitations upon the Trust's liability
set forth in its Agreement and Declaration of Trust. The Adviser agrees that any
of the Trust's obligations shall be limited to the assets of the Portfolio and
that the Adviser shall not seek satisfaction of any such obligation from the
shareholders of the Trust nor from any Trust officer, employee or agent of the
Trust.

8. Renewal, Termination and Amendment. This Agreement shall continue in
effect, unless sooner terminated as hereinafter provided, for a period of two
years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance as to the Portfolio is specifically approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Trust's Board of Trustees'; and
further provided that such continuance is also approved annually by the vote of
a majority of the Trustees who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose of
voting on such approval. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Trust's Board of Trustees, by
the Manager, or by a vote of the majority of the outstanding voting securities
of the Portfolio upon 60 days' prior written notice to the Adviser, or by the
Adviser upon 150 days' prior written notice to the Manager, or upon such shorter
notice as may be mutually agreed upon. This Agreement shall terminate
automatically and immediately upon termination of the Management Agreement dated
November 23, 1992 between the Manager and the Trust. This Agreement shall
terminate automatically and immediately in the event of its assignment. The
terms "assignment" and "vote of a majority of the outstanding voting securities"
shall have the meaning set forth for such terms in the 1940 Act. This Agreement
may be amended at any time by the Adviser and the Manager, subject to approval
by the Trust's Board of Trustees and, if required by applicable SEC rules and
regulations, a vote of a majority of the Portfolio's outstanding voting
securities.

9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential and
shall not be disclosed to third parties except as required by law.

10. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

11. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of California. The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

ENDEAVOR INVESTMENT ADVISERS
BY: Endeavor Management Co.,
Managing Partner

BY: ___________________________
Authorized Officer

OPCAP ADVISORS

BY: ____________________________
Authorized Officer

<PAGE>

SCHEDULE A

Value Equity ......... .40% of average daily net assets
Portfolio

<PAGE>

C-4

EXHIBIT B
FORM OF
INVESTMENT ADVISORY AGREEMENT

WHEREAS, the Trust is comprised of several separate investment
portfolios, one of which is the Opportunity Value Portfolio (the "Portfolio");
and

NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

2. Obligations of and Services to be Provided by the Adviser. The Adviser
undertakes to provide the following services and to assume the following
obligations:

d. The Adviser shall bear its expenses of providing services pursuant to
this Agreement.

10. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

ENDEAVOR INVESTMENT ADVISERS
BY: Endeavor Management Co.,
Managing Partner
BY: ___________________________
Authorized Officer

OPCAP ADVISORS

BY: ____________________________
Authorized Officer

<PAGE>

SCHEDULE A

Opportunity Value ......... .40% of average daily net assets
Portfolio

<PAGE>

C-1

EXHIBIT C

OPCAP ADVISORS

Net Assets
as of
Investment Company February 28, 1997 Annual Fee Rate

OCC Accumulation Trust: $20 million .80% per annum on the first
Equity Portfolio $400 million of average daily
net assets

.75% per annum on the next
$400 million;
.70% per annum on average
daily net assets in excess of
$800 million

OCC Accumulation Trust:$196 million .80% per annum on the first
Managed Portfolio $400 million of average daily
net assets

.75% per annum on the next
$400 million

.70% per annum on average
daily net assets in excess of
$800 million

<PAGE>

ENDEAVOR SERIES TRUST VALUE EQUITY PORTFOLIO 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. P.D.T. on June 18, 1997 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 all proposals 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and OpCap Advisors (Proposal 1).

FOR AGAINST ABSTAIN

2. To approve a proposed amendment to the Value Equity Portfolio's

investment restriction regarding illiquid securities, changing this
restriction to non-fundamental (Proposal 2).

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 ______________________, 1997..
- -----------------------------------------------------
......... (Signature)

<PAGE>

ENDEAVOR SERIES TRUST
VALUE EQUITY PORTFOLIO
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. P.D.T. on June 18, 1997 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and OpCap Advisors (Proposal 1).

FOR AGAINST ABSTAIN

2. To approve a proposed amendment to the Value Equity Portfolio's
investment restriciton regarding illiquid securities, changing this
restriction to non-fundamental (Proposal 2).

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 ______________________, 1997..
- -----------------------------------------------------
......... (Signature)

<PAGE>

ENDEAVOR SERIES TRUST
OPPORTUNITY VALUE PORTFOLIO
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. P.D.T. on June 18, 1997 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and OpCap Advisers (Proposal 1).
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 ______________________, 1997..
- -----------------------------------------------------
......... (Signature)

<PAGE>

ENDEAVOR SERIES TRUST
OPPORTUNITY VALUE PORTFOLIO
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. P.D.T. on June 18, 1997 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and OpCap Advisors (Proposal 1).

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 ______________________, 1997
- -----------------------------------------------
......... (Signature)