ENDEAVOR SERIES TRUST, DEFS14A, 1998-03-30

ENDEAVOR SERIES TRUST
DEFS14A, 1998-03-30

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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
[ 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 transaction 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 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:

TCW MANAGED ASSET ALLOCATION PORTFOLIO
TCW MONEY MARKET 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 April 21, 1998

To the Shareholders of:
TCW Managed Asset Allocation Portfolio
TCW Money Market Portfolio

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of TCW
Managed Asset Allocation Portfolio and TCW Money Market 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 April 21, 1998 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 Morgan Stanley Asset Management Inc. relating
to the respective Portfolios (Proposal 1).

2. To approve or disapprove a proposed amendment to the TCW Managed Asset
Allocation Portfolio's investment restriction regarding illiquid securities and
to change this restriction to non-fundamental (shareholders of TCW Managed Asset
Allocation 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 February 27, 1998
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

March 31, 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 COVER OF
THIS NOTICE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.

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 Portfolios 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

TCW MANAGED ASSET ALLOCATION PORTFOLIO
TCW MONEY MARKET PORTFOLIO
OF
ENDEAVOR SERIES TRUST

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

SPECIAL MEETING OF SHAREHOLDERS
April 21, 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 the
TCW Managed Asset Allocation Portfolio (the "Asset Allocation Portfolio") and
TCW Money Market Portfolio (the "Money Market Portfolio") (collectively, the
"Portfolios"), for use at a Special Meeting of Shareholders of the Portfolios to
be held at 10:00 a.m. on April 21, 1998 at the offices of the Trust, 2101 East
Coast Highway, Suite 300, Corona del Mar 92625, and any adjournments thereof
(collectively, the "Special Meeting"). A notice of 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 March 31, 1998. In addition to solicitations of proxies
by mail, beginning on or about April 7, 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. ("Investor Services Group"), 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 Portfolios. 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 Portfolios entitled to vote at the
Special Meeting.

The Board has fixed the close of business on February 27, 1998 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 13,437,384.269 Shares of Asset
Allocation Portfolio outstanding and 57,592,640.810 Shares of Money Market
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. Each of PFL Life and AUSA
Life will vote the Shares of each Portfolio for the owners of the variable
annuity accounts 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 Contract owners. 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 February 27, 1998, 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 April 21, 1998.

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>
<S> <C> <C> <C>

Proposal Number Proposal Summary Portfolio(s)

Proposal 1...................... To approve or disapprove new Both Portfolios
investment advisory agreements
between Endeavor Investment
Advisers and Morgan Stanley
Asset Management Inc. relating
to the respective Portfolios.

Proposal 2...................... To approve or disapprove a Asset Allocation Portfolio
proposed amendment to the Asset
Allocation 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 MORGAN STANLEY ASSET MANAGEMENT INC.
RELATING TO THE PORTFOLIOS.

Background

.........For the reasons and based on an analysis of factors described
below and upon the recommendation of the Manager, the Trustees of the Trust have
unanimously approved the Manager's execution of new investment advisory
agreements (the "New Agreements") with Morgan Stanley Asset Management Inc.
("Morgan Stanley" or the "New Adviser"). The New Agreements contain
substantially the same terms and conditions as the current investment advisory
agreements with the existing investment adviser for the Portfolios (the
"Existing Agreements"), with the exception of a decrease in the fee paid by the
Manager to the Adviser for the Asset Allocation Portfolio. There will be no
change in the fees payable by the Portfolios to the Manager. The Manager will
pay monthly fees at an annual rate based on each Portfolio's average daily net
assets. Pursuant to their terms and subject to shareholder approval, the New
Agreements will become effective on May 1, 1998 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 the respective Portfolio, as defined in
the 1940 Act. The names of the Portfolios will change to Endeavor Money Market
Portfolio and Endeavor Asset Allocation Portfolio effective May 1, 1998.

THE NEW ADVISER

.........Morgan Stanley is located at 1221 Avenue of the Americas, New
York, NY, 10020. Morgan Stanley conducts a worldwide portfolio management
business and provides a broad range of portfolio management services to
customers in the United States and abroad. Morgan Stanley is a subsidiary of
Morgan Stanley Dean Witter & Co. As of December 31, 1997, Morgan Stanley and its
institutional investment advisory affiliates had approximately $146 billion in
assets under management.

.........At a regular meeting of the Board of Trustees held on February 23,
1998, the Board of Trustees including the "non-interested" Trustees approved the
termination of the investment advisory agreements with respect to the Portfolios
between the Manager and TCW Funds Management Inc. ("TCW") and approved the New
Agreements.

.........At Morgan Stanley, the strategic allocation decisions for the
Asset Allocation Portfolio will be made by an asset allocation team which will
include Norman Ridley and Horacio Valeiras. Mr. Ridley is a Vice President of
Morgan Stanley and has been a Vice President of Morgan Stanley & Co.
Incorporated, an affiliate of Morgan Stanley, since joining the company in
September, 1997. From 1985 to 1997, Mr. Ridley was a Senior Vice President of
TCW and responsible for the day to day management of the equity portion of the
Asset Allocation Portfolio. Mr. Valeiras, a Managing Director of Morgan Stanley
& Co. Incorporated, joined Miller Anderson & Sherrerd, LLP ("MAS"), an
investment advisory affiliate of Morgan Stanley, in 1992. He served as an
International Strategist from 1989 through 1992 for Credit Suisse First Boston
and as Director-Equity Research in 1992. He assumed responsibility for the MAS
Funds International Equity Portfolio in 1992, the MAS Funds Emerging Markets
Portfolio in 1993; MAS Funds Multi-Asset-Class Portfolio in 1994 and the MAS
Funds Balanced Portfolio in 1996.

.........The day to day investment management decisions for the equity
portion of the Asset Allocation Portfolio will be made by Kurt Feuerman and
Margaret K. Johnson. Kurt Feuerman joined Morgan Stanley in July 1993 as a
Managing Director in the Institutional Equity Group. Previously, Mr. Feuerman
was a Managing Director of Morgan Stanley & Co. Incorporated's Research
Department where he was responsible for emerging growth stocks, and the gaming
and restaurant sectors of the market. Before joining Morgan Stanley, Mr.
Feuerman was a Managing Director of Drexel Burnham Lambert, where he had been an
equity analyst since 1984. Margaret Johnson is a Principal of Morgan Stanley and
a Portfolio Manager in the Institutional Equity Group. She joined Morgan Stanley
in 1984 and worked as an Analyst in the Marketing and Fiduciary Advisor areas.
Ms. Johnson became an Equity Analyst in 1986 and a Portfolio Manager in 1989.

.........The day to day investment management decisions for the fixed
income portion of the Asset Allocation Portfolio will be made by Thomas L.
Bennett, Kenneth B. Dunn and Richard B. Worley. Mr. Bennett, a Managing Director
of Morgan Stanley & Co. Incorporated, joined MAS in 1984. He assumed
responsibility for the MAS Funds Fixed Income Portfolio in 1984, the MAS Funds
Domestic Fixed Income Portfolio in 1987, the MAS Funds High Yield Portfolio in
1985, the MAS Funds Fixed Income Portfolio II in 1990, the MAS Funds Special
Purpose Fixed Income and Balanced Portfolios in 1992 and the MAS Funds
Multi-Asset-Class Portfolio in 1994. Mr. Dunn, a Managing Director of Morgan
Stanley & Co. Incorporated, joined MAS in 1987. He assumed responsibility for
the MAS Funds Fixed Income and Domestic Fixed Income Portfolios in 1987, the MAS
Funds Fixed Income Portfolio in 1990, the MAS Funds Mortgage-Backed Securities
and Special Purpose Fixed Income Portfolios in 1992, and the MAS Funds Municipal
and PA Municipal Portfolios in 1994. Mr. Worley, a Managing Director of Morgan
Stanley & Co. Incorporated, joined MAS in 1978. He assumed responsibility for
the MAS Funds Fixed Income Portfolio in 1984, the MAS Funds Domestic Fixed
Income Portfolio in 1987, the MAS Funds Fixed Income Portfolio II in 1990, the
MAS Funds Balanced and Special Purpose Fixed Income Portfolios in 1992, the MAS
Funds Global Fixed Income and International Fixed Income Portfolios in 1993 and
the MAS Funds Multi-Asset-Class Portfolio in 1994.

Investment companies with similar investment objectives to the Portfolios
for which Morgan Stanley provides investment advisory services, the amount of
their net assets as of February 27, 1998 and the annual rates of Morgan
Stanley's fees for its services to such companies are set forth in Exhibit C to
the proxy statement.

The name, position with Morgan Stanley and principal occupation of each
executive officer and director of Morgan Stanley is set forth below.
<TABLE>
<CAPTION>
<S> <C> <C>

Name and Address Position with Morgan Stanley Principal Occupation
Barton M. Biggs Chairman, Director and Managing Chairman and Director of Morgan
1221 Avenue of the Americas Director Stanley Asset Management Limited;
New York, NY 10020 Managing Director of Morgan Stanley
& Co. Incorporated
Peter A. Nadosy Vice Chairman, Director and Managing Director of Morgan Stanley
1221 Avenue of the Americas Managing Director & Co. Incorporated; Director of
New York, NY 10020 Morgan Stanley Asset Management
Limited
James M. Allwin President, Director and Managing Director of Morgan Stanley
1221 Avenue of the Americas Managing Director & Co. Incorporated; President of
New York, NY 10020 Morgan Stanley Realty Inc.
Dennis G. Sherva Director and Managing Director Managing Director of Morgan Stanley
1221 Avenue of the Americas & Co. Incorporated
New York, NY 10020

</TABLE>

EVALUATION BY THE BOARD AND REASONS
FOR THE PROPOSAL

.........After a review of the Portfolios' current holdings of securities,
its performance record since the commencement of its investment operations and
current and anticipated market conditions, the Trust's Manager in accordance
with its supervisory responsibilities recommended that the Board of Trustees
approve the termination of the Existing Agreements and approve the Manager
entering into the New Agreements. On February 23, 1998, all of the Trustees of
the Trust met in person at a Board Meeting to discuss a change in the investment
adviser to the Portfolios and to consider the New Agreements.

.........The Board of Trustees reviewed various materials furnished by
Morgan Stanley. The materials described, among other matters, Morgan Stanley and
its affiliates, senior personnel, portfolio managers, analysts, economists, and
others, methods of operation, investment philosophies and financial condition.
Representatives of Morgan Stanley discussed with the Board the written materials
and responded to questions from the Board.

.........The Board also reviewed the past performance of Morgan Stanley in
managing portfolios with objectives and policies similar to those of the
Portfolios. The Board considered the qualifications of the New Adviser as well
as the background and experience of the various officers and managers, as
described under "The New Adviser". The Board based its decision to approve the
New Agreements on the strength and depth of Morgan Stanley's personnel, the
performance record of comparable fund(s) advised by Morgan Stanley and Mr.
Ridley's previous position with TCW and prior involvement with the Asset
Allocation Portfolio.

THE EXISTING AND NEW AGREEMENTS

.........TCW has served as investment adviser to the Portfolios since each
Portfolio's commencement of operations. The Existing Agreements, dated November
23, 1992, were initially approved by shareholders on November 23, 1992 and most
recently approved by the Board of Trustees on May 13, 1997. As compensation for
services as investment adviser, the Manager has paid TCW a monthly fee at the
annual rate of .25% of the average daily net assets of the Money Market
Portfolio and a monthly fee at the annual rate of .375% of the average daily net
assets of the Asset Allocation Portfolio. During the fiscal year ended December
31, 1997, TCW received $129,372 in advisory fees for its services to the Money
Market Portfolio and $1,028,795 in advisory fees for its services to the Asset
Allocation Portfolio.

.........Forms of the New Agreements are attached to this Proxy Statement
as Exhibits A and B, respectively, and the description of the New Agreements set
forth in this Proxy Statement is qualified in its entirety by reference to
Exhibits A and B. Except as described herein, the terms of the New Agreements
are substantially the same as those contained in the Existing Agreements. Under
the New Agreements, Morgan Stanley is responsible for making investment
decisions, supplying investment research and portfolio management services and
placing purchase and sales orders for portfolio transactions. The New Agreements
also provide that Morgan Stanley will bear all expenses in connection with the
performance of its responsibilities under the New Agreement. There will be no
changes in the fees payable by the Portfolios to the Manager. Pursuant to the
New Agreements the Manager will pay Morgan Stanley a monthly fee at the annual
rate of .25% of the Money Market Portfolio's average daily net assets and .30%
of the Asset Allocation Portfolio's average daily net assets, a decrease of
.075% to the Manager.

.........At December 31, 1997, the average net assets of the Portfolios
were approximately $274,345,345 for the Asset Allocation Portfolio and
approximately $51,748,819 for the Money Market Portfolio. If the fee structure
described in the New Agreements were in effect during the fiscal year ended
December 31, 1997, Morgan Stanley would have received $129,372 in advisory fees
for its services to the Money Market Portfolio and $823,036 in advisory fees for
its services to the Asset Allocation Portfolio. The difference between the
aggregate amount actually paid by the Manager to TCW for the fiscal year ended
December 31, 1997 and the amount Morgan Stanley would have received had the new
fee structure been in effect is a fee reduction of .075% for the Asset
Allocation Portfolio and no fee change for the Money Market Portfolio.

.........Pursuant to their terms, the New Agreements will remain in effect
for two years following their date of execution. They will continue in effect
thereafter so long as their continuance is specifically approved at least
annually by (a) the Trust's Board of Trustees or (b) the vote of a "majority"
(as defined in the 1940 Act) of the respective Portfolio's outstanding voting
securities, provided that, in either event, the continuance also is approved by
at least a majority of the Trustees who are not parties to the New Agreements or
interested persons of the Trust or Morgan Stanley under the New Agreements by
vote cast in person at a meeting called for the purpose of voting on such
approval. The New Agreements are terminable, without penalty, on 60 days'
written notice by the Board of Trustees of the Trust, by the Manager or by vote
of holders of a "majority" (as defined in the 1940 Act) of the a Portfolio's
Shares upon 60 days' prior written notice to Morgan Stanley, or by Morgan
Stanley upon 90 days' written notice to the Manager or upon such shorter notice
as may be mutually agreed upon. The New Agreements will terminate automatically
in the event of the termination of the management agreement between the Manager
and the Trust or upon their assignment (as defined in the 1940 Act).

PORTFOLIO TRANSACTIONS

.........Subject to the supervision and control of the Manager and the
Trustees of the Trust, Morgan Stanley will be responsible for decisions to buy
and sell securities for the Portfolios' accounts and for the placement of
portfolio business and the negotiation of commissions, if any, paid on such
transactions. Brokerage commissions are paid on transactions in equity
securities traded on a securities exchange and on options, futures contracts and
options thereon. Fixed income securities and certain equity securities in which
the Portfolios invest are traded in the over-the-counter market. These
securities are generally traded on a net basis with dealers acting as principal
for their own account without a stated commission, although prices of such
securities usually include a profit to the dealer. In over-the-counter
transactions, orders are placed directly with a principal market maker unless a
better price and execution can be obtained by using a broker. In underwritten
offerings, securities are usually purchased at a fixed price which includes an
amount of compensation to the underwriter generally referred to as the
underwriter's concession or discount. Certain money market securities may be
purchased directly from an issuer, in which case no commissions or discounts are
paid. Morgan Stanley is responsible for effecting the portfolio transactions and
will do so in a manner deemed fair and reasonable to the Portfolios and not
according to any formula. The primary consideration in all portfolio
transactions will be prompt execution of orders in an efficient manner at a
favorable price. In selecting broker-dealers and negotiating commissions, Morgan
Stanley considers the firm's reliability, the quality of its execution services
on a continuing basis and its financial condition. When more than one firm is
believed to meet these criteria, preference may be given to brokers that provide
the Portfolios or Morgan Stanley with brokerage and research services within the
meaning of Section 28(e) of the Securities Exchange Act of 1934. Morgan Stanley
is of the opinion that, because this material must be analyzed and reviewed, its
receipt and use does not tend to reduce expenses but may benefit the Portfolios
by supplementing the Adviser's research. In seeking the most favorable price and
execution available, Morgan Stanley may, if permitted by law, consider sales of
various insurance contracts, including variable life insurance policies or
variable annuity contracts, issued by PFL and its affiliates, as described in
the Prospectus, a factor in the selection of broker-dealers.

.........Morgan Stanley may effect portfolio transactions for other
investment companies and advisory accounts. Research services furnished by
broker-dealers through which the Portfolios effect their securities transactions
may be used by Morgan Stanley in servicing all of its accounts, although not all
such services may be used in connection with the Portfolios. In the opinion of
Morgan Stanley, it is not possible to measure separately the benefits from
research services to each of its accounts, including the Portfolios. Whenever
concurrent decisions are made to purchase or sell securities by the Portfolios
and another account, Morgan Stanley will attempt to allocate equitably portfolio
transactions among the Portfolios and other accounts, the main factors to be
considered are the respective investment objectives, the relative size of
portfolios holdings of the same or comparable securities, the availability of
cash for investment, the size of investment commitments generally held, and the
opinions of the persons responsible for recommending investments to the
Portfolios and the other accounts. In some cases this procedure could have an
adverse effect on the Portfolios. In the opinion of Morgan Stanley, however, the
results of such procedures will, on the whole, be in the best interest of each
of the accounts.

.........For the fiscal year ended December 31, 1997, the Money Market
Portfolio did not pay any brokerage commissions, while the Asset Allocation
Portfolio paid $214,145 in brokerage commissions.

REQUIRED VOTE

.........Approval of each New Agreement requires the affirmative vote of a
"majority of the outstanding voting securities" of the respective Portfolio. The
term "majority of the outstanding voting securities" of a Portfolio, as defined
in the 1940 Act, means the affirmative vote of the lesser of: (a) 67% of the
voting securities of the Portfolio present at the Special Meeting if more than
50% of the outstanding Shares are present in person or by proxy at the Special
Meeting; and (b) more than 50% of the outstanding voting securities of the
Portfolio ("Majority Vote").

.........If the New Agreements are not approved by the shareholders of the
Portfolios, Morgan Stanley will serve as investment adviser to the Portfolios
for a period of time pending approval of such agreements or different investment
advisory agreements or other definitive action by the shareholders, provided
that the compensation received by Morgan Stanley during that period is not
greater than the cost to Morgan Stanley for providing advisory services.

.........The Board of Trustees has determined that the best interests of
the Portfolios will be served by approving the New Agreements on behalf of the
Portfolios. The Board has considered the historic performance of Morgan
Stanley's proposed portfolio management teams for both equity and fixed income
investments. The Board believes that the New Agreements will enable the
Portfolios to obtain investment 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.

.........THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF EACH PORTFOLIO VOTE "FOR"
APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENTS.

PROPOSAL 2:

.........TO APPROVE OR DISAPPROVE A PROPOSED AMENDMENT TO THE ASSET
ALLOCATION 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 Asset
Allocation Portfolio's fundamental investment restriction regarding illiquid
securities. Currently, the Portfolio's investment restrictions include a
fundamental restriction which provides that the Portfolio may not:

Invest more than 10% of its 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 Asset Allocation Portfolio 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
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 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 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 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 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
Portfolio's investments in illiquid securities to not more than 15% of its net
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 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
Asset Allocation 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 Asset Allocation Portfolio.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE AMENDMENT TO THE ASSET
ALLOCATION PORTFOLIO'S INVESTMENT RESTRICTION REGARDING ILLIQUID SECURITIES.

SUBMISSION OF SHAREHOLDER PROPOSALS

The Trust is not generally required to hold annual or special meetings of
the 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.

March 31, 1998

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.

A-5

EXHIBIT A

FORM OF
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this __st day of _____, 1998, by and between Morgan Stanley
Asset Management Inc., a Delaware corporation (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 Endeavor Money Market 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 Investment Advisers Act of
1940, 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 investment objective 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 at all
reasonable times. 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 any
of its affiliates 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
affiliates 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.

The Manager recognizes that from time to time directors, officers and
employees of the Adviser may serve as directors, trustees, partners, officers
and employees of other corporations, business trusts, partnerships or other
entities (including other investment companies) and that such other entities may
include the name "Morgan Stanley" as part of their name, and that the Adviser or
its affiliates may enter into investment advisory, administration or other
agreements with such other entities.

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. Nothing
herein shall constitute a waiver of any rights or remedies which the Trust may
have under any federal or state securities laws.

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 90 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, as amended, 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 without the consent of the other party
hereto except as required by law, rule or regulation.

The Manager hereby consents to the disclosure to third parties of (i)
investment results and other data of the Manager or the Portfolio (other than
the identity of the Manager or the Trust) in connection with providing composite
investment results of the Adviser and (ii) investments and transactions of the
Manager or the Portfolio (other than the identify of the Manager or the Trust)
in connection with providing composite information of clients of the Adviser.

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. Information. The Manager hereby acknowledges that it and the Trustees
of the Trust have been provided with all information necessary in connection
with the services to be provided by the Adviser hereunder, including a copy of
Part II of the Adviser's Form ADV at least 48 hours prior to the Manager's
execution of this Agreement, and any other information that the Manager or the
Trustees deem necessary.

12. 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

MORGAN STANLEY ASSET MANAGEMENT INC.

BY:
-------------------------------
Authorized Officer

SCHEDULE A

Endeavor Money Market Portfolio .25% of average daily net assets

B-4

EXHIBIT B

FORM OF
INVESTMENT ADVISORY AGREEMENT

AGREEMENT made this ___st day of ______, 1998, by and between Morgan
Stanley Asset Management Inc., a Delaware corporation (the "Adviser"), and
Endeavor Investment Advisers, a California general partnership (the "Manager").

WHEREAS, the Trust is comprised of several separate investment portfolios,
one of which is the Endeavor Asset Allocation 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.

ENDEAVOR INVESTMENT ADVISERS

BY: Endeavor Management Co.,
Managing Partner

BY:
-------------------------------
Authorized Officer

MORGAN STANLEY ASSET MANAGEMENT INC.

BY:
-------------------------------
Authorized Officer

SCHEDULE A

Endeavor Asset Allocation Portfolio .30% of average daily net assets

<TABLE>
<CAPTION>
<S> <C> <C>
EXHIBIT C
MORGAN STANLEY ASSET MANAGEMENT INC.

Investment Company Net Assets as of Feb. 27, 1998 Annual Fee Rate
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
Morgan Stanley Institutional Fund,
Inc. -- Balanced Portfolio ---------------------------------- ------------------------------------
---------------------------------- ------------------------------------
$5,605,595 0.50% of avg. daily net assets
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
Morgan Stanley Universal Funds, 0.50% on first $500 million
Inc. -- Balanced Portfolio1 ---------------------------------- ------------------------------------
- ------------------------------------ $0 0.45% on next $500 million
------------------------------------
0.40% on assets over 1 billion
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- 0.45% on first $40 million
------------------------------------
- ------------------------------------ ---------------------------------- 0.30% on next $160 million
- ------------------------------------ ------------------------------------
Principal Variable Contracts Fund, 0.25% on next $100 million
Inc. -- ---------------------------------- ------------------------------------
- ------------------------------------ $81,281,304 0.20% on assets over $300 million
- ------------------------------------
Asset Allocation Fund
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
Morgan Stanley Institutional Fund,
Inc. -- Money Market Portfolio ---------------------------------- ------------------------------------

---------------------------------- ------------------------------------
$1,630,901,178 0.30% of avg. daily net assets
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
Morgan Stanley Institutional Fund
- -- Municipal Money Market Portfolio ---------------------------------- ------------------------------------

---------------------------------- ------------------------------------
$877,569,070 0.30% of avg. daily net assets
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
0.45% on first $250 million
- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ 0.40% on next $250 million
Morgan Stanley Fund, Inc. -- Money ---------------------------------- ------------------------------------
Market Fund2 $90,196,603 0.35% on assets over $500 million
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------
0.45% on first $250 million
- ------------------------------------ ---------------------------------- ------------------------------------
- ------------------------------------ 0.40% on next $250 million
Morgan Stanley Fund, Inc. -- ---------------------------------- ------------------------------------
Tax-Free Money Market Fund1, 2 $0 0.35% on assets over $500 million
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------- ----------------------------------- -------------------------------------
- ------------------------------------ ---------------------------------- ------------------------------------

- -------------------------------------------------------------------------------------------------------------------
<FN>
</FN>
</TABLE>

ENDEAVOR SERIES TRUST
TCW MANAGED ASSET ALLOCATION 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 April 21, 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 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 Morgan Stanley Asset Management Inc.
(Proposal 1).
[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. To approve a proposed amendment to the TCW Managed Asset Allocation
Portfolio's investment restriction regarding illiquid securities,
changing this restriction to non-fundamental (Proposal 2).
[ ] FOR [ ] AGAINST [ ] ABSTAIN

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.
......... TO:
......... PFL Life Insurance Company
......... Financial Markets Division
......... Variable Annuity Department
- 4350
......... 4333 Edgewood Road, N.E.
......... Cedar Rapids, IA 52411-9800
......... 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)

ENDEAVOR SERIES TRUST
TCW MONEY MARKET 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 April 21, 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and Morgan Stanley Asset Management Inc.
(Proposal 1).
[ ] FOR [ ] AGAINST [ ] ABSTAIN

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.
......... TO:
......... PFL Life Insurance Company
......... Financial Markets Division
......... Variable Annuity Department
- 4350
......... 4333 Edgewood Road, N.E.
......... Cedar Rapids, IA 52411-9800
......... 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)

ENDEAVOR SERIES TRUST
TCW MANAGED ASSET ALLOCATION 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, 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 April 21, 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and Morgan Stanley Asset Management Inc.
(Proposal 1).
[ ] FOR [ ] AGAINST [ ] ABSTAIN

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.
......... TO:
......... PFL Life Insurance Company
......... Financial Markets Division
......... Variable Annuity Department
- 4350
......... 4333 Edgewood Road, N.E.
......... Cedar Rapids, IA 52411-9800
......... 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)

ENDEAVOR SERIES TRUST
TCW MONEY MARKET 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, 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 April 21, 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.

1. To approve a new investment advisory agreement between Endeavor
Investment Advisers and Morgan Stanley Asset Management Inc. (Proposal
1).
[ ] FOR [ ] AGAINST [ ]ABSTAIN

he 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.
......... TO:
......... PFL Life Insurance Company
......... Financial Markets Division
......... Variable Annuity Department
- 4350
......... 4333 Edgewood Road, N.E.
......... Cedar Rapids, IA 52411-9800
......... 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)