ENDEAVOR SERIES TRUST, PRE 14A, 1999-04-06

ENDEAVOR SERIES TRUST
PRE 14A, 1999-04-06

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the Appropriate Box:

[x] Preliminary Proxy Statement

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

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

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

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

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

Payment of filing fee (check the appropriate box):

[X] No fee required.

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

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

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

<PAGE>

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary material

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

(1) Amount Previously Paid:

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

(3) Filing Party:

(4) Date Filed:

<PAGE>

ENDEAVOR SERIES TRUST
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625
April 19, 1999

Dear Shareholder:

I am writing to shareholders of the Portfolios of the Endeavor Series
Trust (the "Trust") to let you know about a Special Meeting of Shareholders to
be held on May 27, 1999. Before that meeting, I would like your vote on several
important proposals described in the accompanying Notice of Special Meeting of
Shareholders and Proxy Statement. You will be asked to vote on up to eight
proposals regarding the Trust:

1. An Amendment to the Management Agreement (All Portfolios except Endeavor
Select 50 Portfolio and Endeavor High Yield Portfolio)

Currently, Endeavor Management Co. (the "Manager") manages each of the
Portfolios under a Management Agreement and receives a management fee from each
Portfolio based on that Portfolio's net assets. Out of the management fee, the
Manager compensates separate investment advisers for each Portfolio. In
addition, for all Portfolios except Endeavor Select 50 Portfolio and Endeavor
High Yield Portfolio, the Manager pays the Portfolio's proportionate share of
certain of the Trust's administrative expenses, including fees charged by the
Trust's administrator, First Data Investor Services Group, Inc. ("First Data"),
which assists the Manager in providing administrative services to the
Portfolios. The Trustees recommend that the management agreement be amended to
provide that each Portfolio will reimburse the Manager for its share of
administrative fees charged by a third party administrator, such as First Data.

2. Approval of a New Management Agreement (All Portfolios)

AUSA Holding Company, an affiliate of PFL Life Insurance Company, has
agreed to acquire all of the outstanding common shares of the Manager. This
acquisition, if consummated, will result in a "change in control" of the
Manager, which will terminate the existing management agreement between the
Trust on behalf of each of the Portfolios and the Manager. The Trustees
recommend that the shareholders of each Portfolio approve a new management
agreement with terms substantially identical to those of the current management
agreement. If shareholders approve Proposal 1, described above, the amendment
will become part of the new management agreement.

<PAGE>

3. New Advisory Agreements (All Portfolios)

The proposed change of control of the Manager will terminate the
investment advisory agreements between the Manager and the investment advisers
that are responsible for the day-to-day management of the Portfolios' assets.
The Trustees recommend that the shareholders of each Portfolio approve a new
investment advisory agreement, with substantially identical terms to the current
investment advisory agreement, between the Manager and the Portfolio's
respective investment adviser.

4. Adviser Hiring Exemptions (All Portfolios)

The Manager is responsible to shareholders for the selection and
oversight of the investment adviser for each Portfolio. Currently, the Manager
may employ, terminate or change investment advisers for a Portfolio only with
the approval of the Portfolio's shareholders. The Manager requests shareholder
approval of a proposal to change the operation of the Trust to permit the
Manager, with the approval of the Board of Trustees, to hire or terminate an
investment adviser for a Portfolio without a shareholder vote. This change could
benefit shareholders by reducing the Portfolios' expenses, permitting faster
changes in investment advisers when warranted, and improving operating
efficiencies.

5. Changes to Investment Policies Concerning Borrowing (All Portfolios)

Currently, the Portfolios have varying policies concerning borrowing.
The Trustees recommend that the policies of all of the Portfolios be made
uniform.

6. Investments in Illiquid Securities (Dreyfus U.S. Government Securities
Portfolio only)

Currently, the Dreyfus U.S. Government Securities Portfolio is
permitted to invest up to 10% of its assets in illiquid securities. The Trustees
recommend that the Portfolio be permitted to invest up to 15% of its assets in
illiquid securities and that the policy be nonfundamental.

7. Election of Trustees (All Portfolios)

The Trustees propose to elect Trustees of the Trust.

8. Ratification of Auditors (All Portfolios)

The Trustees have selected Ernst & Young LLP as the Trust's independent
auditors and recommend that shareholders ratify this selection.

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

<PAGE>

You may think that your vote is not important, but it is. Please take
the time to familiarize yourself with the Proposals and to sign and return your
proxy card(s) in the enclosed postage-paid envelope today. You may receive more
than one proxy card if you own shares in more than one Portfolio. Please sign
and return each card you receive. You may also vote by calling toll-free [ ] 24
hours a day. Instructions on how to complete the proxy card or vote by telephone
are included immediately after the Notice of Special Meeting.

If you have any questions about the proxy, please call our proxy
solicitor, Shareholder Communications Corporation, at __________. You may also
fax your completed and signed proxy card to ______________.

If we do not receive your completed proxy card(s) within several weeks,
you may be contacted by Shareholder Communications Corporation to remind you to
vote your shares.

Thank you for taking the time to participate in these important
matters.

Sincerely,

Vincent J. McGuinness, Jr.
President

<PAGE>

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

Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
T. Rowe Price International Stock Portfolio
Endeavor Value Equity Portfolio
Dreyfus Small Cap Value Portfolio
Dreyfus U.S. Government Securities Portfolio
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Endeavor Opportunity Value Portfolio
Endeavor Enhanced Index Portfolio
Endeavor Select 50 Portfolio
Endeavor High Yield Portfolio

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on May 27, 1999

To the Shareholders of Endeavor Series Trust:

NOTICE IS HEREBY GIVEN THAT a Special Meeting of the Shareholders of
the Portfolios of Endeavor Series Trust (the "Trust"), a Massachusetts business
trust, will be held at the Four Seasons Hotel, 690 Newport Center Drive, Newport
Beach, California 92660 on May 27, 1999 at 10:00 a.m. Pacific Time and any
adjournments thereof (collectively, the "Special Meeting") for the following
purposes:

1. To approve or disapprove an amendment to the management
agreement between the Trust and Endeavor Management Co., the
manager of the Trust (all Portfolios except Endeavor Select 50
Portfolio and Endeavor High Yield Portfolio)

2. To approve or disapprove a new management agreement between
the Trust and Endeavor Management Co. (all Portfolios)

3. To approve or disapprove a new investment advisory agreement
between Endeavor Management Co. and each Portfolio's
investment adviser (all Portfolios)

4. To approve or disapprove a proposal to permit Endeavor
Management Co. to hire and replace investment advisers or to
modify investment advisory agreements without shareholder
approval (all Portfolios)

<PAGE>

5. To adopt uniform policies concerning borrowing by the
Portfolios (all Portfolios)

6. To amend a fundamental policy concerning investments in illiquid
securities and to make the policy non-fundamental (Dreyfus U.S.
Government Securities Portfolio only)

7. To elect the named individuals as Trustees of the Trust (all
Portfolios)

8. To ratify the selection of Ernst & Young LLP as independent
auditors of the Trust (all Portfolios)

9. 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 2, 1999
as the record date for determination of shareholders entitled to notice of and
to vote at the Special Meeting.

By order of the Board of Trustees

Pamela Shelton
Secretary

April 19, 1999

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 Trust involved in
validating your vote if you fail to sign your proxy card properly.

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

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

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

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>

INSTRUCTIONS FOR TELEPHONE VOTING

To vote your proxy by telephone follow the four easy steps below. Or if you
prefer you may send back your signed proxy ballot in the postage paid envelope
provided.

1. Read the accompanying proxy information and ballot.

2. Identify the twelve-digit "CONTROL NO." in the middle portion of your ballot
on the left hand side. This control number is the key to casting your vote over
the telephone.

3. Dial [ ].

4. Follow the simple instructions.

<PAGE>

ENDEAVOR SERIES TRUST

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

SPECIAL MEETING OF SHAREHOLDERS
May 27, 1999

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of Endeavor Series Trust (the "Trust") for
each of twelve Portfolios (the "Portfolios") of the Trust, for use at a Special
Meeting of Shareholders of the Portfolios to be held at 10:00 a.m. Pacific Time
on May 27, 1999 at the Four Seasons Hotel, 690 Newport Center Drive, Newport
Beach, California 92660, and any adjournments thereof (collectively, the
"Special Meeting"). A notice of the Special Meeting and a proxy card accompany
this Proxy Statement. This Proxy Statement and the accompanying Notice of
Special Meeting and proxy card(s) are first being mailed to shareholders on or
about April 19, 1999. In addition to solicitations of proxies by mail, beginning
on or about May 14, 1999, 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 Trust's manager (the "Manager"); First
Data Investor Services Group, Inc. ("First Data"), 53 State Street, Boston, MA
02109, a subsidiary of First Data Corporation, the Trust's transfer agent;
Shareholders Communication Corporation, the Trust's proxy solicitor; 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 shared equally by the Trust and Endeavor Management Co. 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.

<PAGE>

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.

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

The Board of Trustees has fixed the close of business on April 2, 1999
as the record date (the "Record Date") for the determination of shareholders of
the Portfolios entitled to notice of and to vote at the Special Meeting. The
number of shares of each Portfolio outstanding on the Record Date is set forth
in Exhibit A.

PFL Life Insurance Company ("PFL Life") and its affiliates, AUSA Life
Insurance Company, Inc. ("AUSA Life") and Peoples Benefit Life Insurance Company
("Peoples") are the owners of all of the Shares of each Portfolio and as such
have the right to vote upon certain matters that are required by the Investment
Company Act of 1940, as amended (the "1940 Act"), to be approved or ratified by
the shareholders and to vote upon any other matter that may be voted upon at a
shareholders' meeting. Each of PFL Life, AUSA Life, and Peoples will vote the
Shares of each Portfolio for the owners of the variable annuities issued by it
(the "Contracts") in accordance with instructions received from the policy
owners. Interests in Contracts for which no timely instructions are received
will be voted in proportion to the instructions which are received from other
Contract owners. PFL Life, AUSA Life, and Peoples 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 19, 1999, the officers and the Trustees of the Trust as a
group beneficially owned less than 1% of the Shares of each Portfolio.

<PAGE>

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.
Pacific Time on May 27, 1999.

You may also fax your completed and signed proxy card to
________________ or you may vote by telephone. Instructions for voting by
telephone appear immediately after the Notice of Special Meeting at the front of
this proxy statement.

For ease of reference, the following table lists the proposals to be
acted on by the shareholders of the Portfolios, and indicates which Portfolios
are eligible to vote on each proposal:

Proposal Description Series Affected
<S> <C> <C>

(1) The consideration of an amendment to the management All Portfolios except Endeavor
agreement between the Trust and the Manager. Select 50 Portfolio and Endeavor
High Yield Portfolio
(2) The consideration of a new management agreement All Portfolios
between the Trust and the Manager.
(3) The consideration of a new investment advisory agreement All Portfolios
between the Manager and each Portfolio's investment
adviser.
(4) The consideration of a proposal to permit the Manager to All Portfolios
hire and replace investment advisers or to modify
investment advisory agreements without shareholder
approval.
(5) The consideration of a proposal to adopt uniform policies All Portfolios
concerning borrowing by the Portfolios.
(6) The consideration of a proposal to amend a fundamental Dreyfus U.S. Government
policy concerning investments in illiquid securities and to Securities Portfolio only
make the policy non-fundamental.
(7) The consideration of a proposal to elect the named All Portfolios
individuals as Trustees of the Trust.
(8) The consideration of a proposal to ratify the selection of All Portfolios
Ernst & Young LLP as independent auditors of the Trust.

</TABLE>

<PAGE>

PROPOSAL 1

TO APPROVE OR DISAPPROVE AN AMENDMENT TO THE MANAGEMENT
AGREEMENT BETWEEN THE TRUST AND ENDEAVOR MANAGEMENT CO.
(ALL PORTFOLIOS EXCEPT ENDEAVOR SELECT 50 PORTFOLIO AND
ENDEAVOR HIGH YIELD PORTFOLIO)

SUMMARY OF THE PROPOSAL

The Manager currently provides investment advisory services to each
Portfolio of the Trust under a management agreement dated November 23, 1992, and
amended January 28, 1998, (as amended, the "Current Management Agreement"). The
Manager, 2101 East Coast Highway, Suite 300, Corona del Mar, California 92625,
has overall responsibility for the general management and administration of each
Portfolio. The Manager selects the investment adviser for each Portfolio and
monitors each investment adviser's investment program. Out of the management
fees it receives under the Current Management Agreement, the Manager pays the
fees of the investment advisers and also pays certain of the Trust's
administrative expenses.

At the meeting, shareholders of each Portfolio will be asked to approve
an amendment to the Current Management Agreement (the "Amendment") between the
Trust and the Manager with respect to each Portfolio. Under the Amendment, the
Manager would have the same responsibilities and would receive the same
management fee from each Portfolio as under the Current Management Agreement.
However, each Portfolio would be responsible for its proportionate share of the
Trust's administrative expenses.

A copy of the Management Agreement marked to indicate the proposed
Amendment as well as the other changes described under "Proposal 2 - Other
Information" is attached to this Proxy Statement as Exhibit B. The following
description of the Current Management Agreement and the Amendment is only a
summary. You should refer to Exhibit B for the complete Current Management
Agreement and the Amendment.

At a meeting of the Trustees of the Trust held on March 24, 1999, the
Trustees present, including all Trustees who are not "interested persons" (the
"Independent Trustees") of the Trust or the Manager, unanimously voted to
approve the Amendment and to recommend that shareholders of each Portfolio
approve the Amendment.

Background

The Trust is a series-type mutual fund that is registered with the
Securities and Exchange Commission as an open-end, diversified management
investment company. The Trust currently has twelve portfolios: Endeavor Asset
Allocation Portfolio, Endeavor Money Market Portfolio, T. Rowe Price
International Stock Portfolio, Endeavor Value Equity Portfolio, Dreyfus Small

<PAGE>

Cap Value Portfolio, Dreyfus U.S. Government Securities Portfolio, T. Rowe Price
Equity Income Portfolio, T. Rowe Price Growth Portfolio, Endeavor Opportunity
Value Portfolio, Endeavor Enhanced Index Portfolio, Endeavor Select 50 Portfolio
and Endeavor High Yield Portfolio. The assets of each Portfolio are held
separate from the assets of the other Portfolios, and each Portfolio has its own
distinct investment objectives and policies. Each Portfolio operates as a
separate investment fund, and the income, losses, or expenses of one Portfolio
generally have no effect on the investment performance of any other Portfolio.

Under the Current Management Agreement, the Manager has overall
supervisory responsibility for the general management and investment of the
Portfolios' assets and for the general administration and management of the
Trust. As authorized by the Current Management Agreement, the Manager selects
and contracts with an investment adviser for investment services for each of the
Portfolios and reviews the adviser's activities. Currently, nine investment
advisers (the "Advisers") each perform investment advisory services for
particular Portfolios of the Trust. The Manager pays each Adviser for its
services a portion of the management fee the Manager receives with respect to
the Portfolio. None of the Advisers is an affiliate of the Manager. The Manager
is also permitted to hire third parties to assist the Manager in providing
administrative services, and the Manager has retained First Data to provide
certain services, including certain accounting and bookkeeping services and the
preparation of shareholder reports, governmental reports, and tax returns. The
Manager pays First Data's fees and expenses, except that Endeavor Select 50
Portfolio and Endeavor High Yield Portfolio each reimburse the Manager for the
Portfolio's allocable share of First Data's fees and expenses.

The Proposed Amendment

The Manager requested that the Trust's Trustees consider a change to
the Current Management Agreement to provide that each Portfolio will reimburse
the Manager for the Portfolio's proportionate share of the administrative fees
charged by First Data. At a meeting held March 24, 1999, the Trustees present,
including all of the Trustees who are not "interested persons" of the Trust or
the Manager (the "Independent Trustees"), voted to approve the Amendment, which
changes the Current Management Agreement only with respect to the reimbursement
of administrative fees charged by a third party administrator.

The Trustees considered a number of factors in making their decision.
First, the Manager represented that it is customary in the mutual fund industry
for an investment company, and not its investment adviser, to pay the fees and
expenses of third party service providers other than investment advisers. At the
time the Trust was organized, the Manager agreed to pay these administrative
expenses in order to keep the Portfolios' expense ratios down. Now that the
Trust has increased in assets, the Manager has represented that the
implementation of the Amendment would generally increase each Portfolio's
expense ratio by approximately 0.04% to 0.05% (that is, four-hundredths to
five-hundredths of one percent) of net assets. The following table shows (1)
each Portfolio's expenses, as a percentage of average net assets, for the fiscal
year ended December 31, 1998; (2) each Portfolio's estimated expenses for the
fiscal year ending December 31, 1999 under the Current Management Agreement; and
(3) on a pro forma basis, what each

<PAGE>

Portfolio's estimated expenses would be for the fiscal year ending December 31,
1999 if the Amendment were in effect. This table does not reflect separate
account expenses.

Portfolio Current Management Agreement Under the Proposed Amendment
Based on 1998 Actual Expenses Based on 1999 Estimated Expenses

Mgmt. Other Total Mgmt. Other Proposed Cost Total
Fee Expenses Expenses Fee Expenses Adjustment(1) Expenses
<S> <C> <C> <C> <C> <C> <C> <C>
Endeavor Money
Market Portfolio .50% .10% .60% .50% .05% .04% .59%
Endeavor Enhanced
Index Portfolio .75% .35% 1.10% .75% .15% .05% .95%
Endeavor
Opportunity Value
Portfolio .80% .18% .98% .80% .10% .05% .95%
Endeavor Allocation
Portfolio .75% .03% .78% .75% .03% .04% .82%
Endeavor Value
Equity Portfolio .80% .04% .84% .80% .04% .04% .88%
Dreyfus Small Cap
Value Portfolio .80% .06% .86% .80% .06% .05% .91%
Dreyfus U.S.
Government
Securities Portfolio .65% .07% .72% .65% .07% .05% .77%
T. Rowe Price
Equity Income
Portfolio .80% .05% .85% .80% .05% .04% .89%
T. Rowe Price
Growth Stock
Portfolio .80% .07% .87% .80% .05% .05% .90%
T. Rowe Price
International Stock
Portfolio .90% .08% .98% .90% .05% .05% 1.00%
</TABLE>

(1) The Proposed Cost Adjustment is each Portfolio's annual reimbursement to the
Manager of the Portfolio's portion of the administrative fees paid by the
Manager to First Data determined as a percentage of average daily net assets.

Second, the Trustees reviewed the management fees and total operating expenses
of comparable funds. The Trustees noted that the Manager's management fees are
competitive with the fees charged to other comparable mutual funds and that,
even after the Amendment, the Portfolios' total operating expenses would
generally be less than the average of total operating expenses incurred by
comparable funds. Third, the Trustees considered the level of services provided
by the Manager and the profitability of the Current Management Agreement to the
Manager. In this connection, the Manager represented that its costs of
performing services for the Trust have risen because it has increased the level
of resources dedicated to its management of the Trust's activities. The Trustees
also considered such other factors as they deemed relevant.

<PAGE>

Summary of the Current Management Agreement and the Amendment

The Current Management Agreement provides that the Manager has overall
supervisory responsibility for the general management and investment of each
Portfolio's assets and has full investment discretion with respect to the assets
of any Portfolio not then being managed by an Adviser. The Manager is expressly
authorized to delegate day-to-day investment management of a Portfolio's assets
to another investment adviser.

The Current Management Agreement provides that Manager is also
responsible for providing the Trust with office facilities, statistical and
research data, data processing services, clerical, accounting and bookkeeping
services and for preparation of shareholder reports, tax returns, and other
government filings. The Manager is authorized to hire third parties to provide
any of these services.

The Current Management Agreement provides that the Manager will be paid
a fee with respect to each Portfolio based on that Portfolio's average daily net
assets. The amount of the management fee varies among the Portfolios, but is the
same for each Portfolio under both the Current Management Agreement and the
Amendment. The management fee in effect for each Portfolio and the aggregate
amount of compensation paid to the Manager by each Portfolio during the Trust's
fiscal year ended December 31, 1998 is set forth below.

Portfolio Management Fee Aggregate Management Fee Paid During Fiscal
(as a % of net assets) Year Ended December 31, 1998
<S> <C> <C>

Endeavor Money
Market Portfolio .50% $387,793
Endeavor Asset
Allocation Portfolio .75% $2,449,659
T. Rowe Price
International Stock
Portfolio .90% $1,603,389
Endeavor Value Equity
Portfolio .80% $1,901,572
Dreyfus Small Cap
Value Portfolio .80% $1,207,617
Dreyfus U.S.
Government Securities
Portfolio .65% $422,963
T. Rowe Price Equity
Income Portfolio .80% $1,866,844
T. Rowe Price Growth
Stock Portfolio .80% $1,255,157
Endeavor Opportunity
Value Portfolio .80% $303,103

<PAGE>

Portfolio Management Fee Aggregate Management Fee Paid During Fiscal
Endeavor Enhanced
Index Portfolio .75% $30,074

</TABLE>

The Current Management Agreement provides that, for any Portfolio
commencing operations after January 28, 1998 (including, to date, Endeavor
Select 50 Portfolio and Endeavor High Yield Portfolio), the Portfolio will
reimburse the Manager for the Portfolio's proportionate share of administrative
expenses incurred under an administration agreement between the Manager and
First Data. The Amendment would provide for the same level of management fees
for each Portfolio, but would make all Portfolios of the Trust responsible for
their proportionate share of administrative expenses charged under an
administration agreement with First Data. Because the Manager currently pays
these expenses for all Portfolios except Endeavor Select 50 Portfolio and
Endeavor High Yield Portfolio the effect of the change would be to increase by a
small amount the expenses of the affected Portfolios.

The Current Management Agreement provides that the Trust is responsible
for all expenses other than those expressly assumed by the Manager. The Trust is
responsible for, among other things, (1) the Manager's fees; (2) legal and audit
expenses; (3) fees for registration of Trust Shares; (4) fees of the Trust's
transfer agent, registrar, custodian, dividend disbursing agent, and shareholder
servicing agent; (5) taxes; (6) brokerage and other transaction expenses; (7)
interest expenses; (8) expenses of shareholders and Trustees' meetings; (9)
printing of share certificates and prospectuses; (10) mailing of prospectuses to
existing Trust shareholders; (11) insurance premiums; (12) charges of an
independent pricing service; (13) expenses related to the purchase and
redemption of Trust shares; and (14) nonrecurring expenses, such as the cost of
litigation.

The Current Management Agreement provides that the Manager is not
liable for its acts or omissions under the agreement, but that the Manager is
not protected against liability arising out of its own willful misfeasance, bad
faith, or gross negligence in the performance of its duties.

The Current Management Agreement provides (1) that it will continue in
effect with respect to each Portfolio for a period of two years from its
effective date and thereafter from year to year if approved at least annually by
a majority vote of the shares of the Portfolio or a majority of the Trustees and
by a majority of the Independent Trustees; (2) that it may be terminated as to
any Portfolio, without penalty, by the Trustees or by the vote of a majority of
the outstanding shares of a Portfolio upon 60 days' prior written notice; (3)
that it may be terminated by the Manager on 90 days' prior written notice to the
Trust; and (4) that it will terminate automatically in the event of its
"assignment" as such term is defined in the 1940 Act.

Portfolio Transactions

<PAGE>

Subject to the supervision and control of the Manager and the Trustees
of the Trust, each Portfolio's Adviser is responsible for decisions to buy and
sell securities for its account and for the placement of its 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. U.S. government securities are generally
purchased from underwriters or dealers, although certain newly-issued U.S.
government securities may be purchased directly from the U.S. Treasury or from
the issuing agency or instrumentality. Each Portfolio's Adviser is responsible
for effecting its portfolio transactions and will do so in a manner deemed fair
and reasonable to the Portfolio 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, an Adviser 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 their Advisers
with brokerage and research services within the meaning of Section 28(e) of the
Securities Exchange Act of 1934. Each Portfolio's Adviser 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 Portfolio by supplementing
the Adviser's research. In seeking the most favorable price and execution
available, an Adviser may, if permitted by law, consider sales of the Contracts
as described in the Trust's prospectus a factor in the selection of
broker-dealers.

An Adviser may effect portfolio transactions for other investment
companies and advisory accounts. Research services furnished by broker-dealers
through which a Portfolio effects its securities transactions may be used by the
Portfolio's Adviser in servicing all of its accounts; not all such services may
be used in connection with the Portfolio. In the opinion of each Adviser, it is
not possible to measure separately the benefits from research services to each
of its accounts, including a Portfolio. Whenever concurrent decisions are made
to purchase or sell securities by a Portfolio and another account, the
Portfolio's Adviser will attempt to allocate equitably portfolio transactions
among the Portfolio and other accounts. In making such allocations between the
Portfolio and other accounts, the main factors to be considered are the
respective investment objectives, the relative size of portfolio 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 Portfolio and the other
accounts. In some cases this procedure could have an adverse effect on a
Portfolio. In the opinion of each Adviser, however, the results of such
procedures will, on the whole, be in the best interest of each of the accounts.

<PAGE>

The Advisers to the Endeavor Money Market, Endeavor Asset Allocation,
T. Rowe Price International Stock, T. Rowe Price Equity Income, T. Rowe Price
Growth Stock, Endeavor Enhanced Index and Endeavor Select 50 Portfolios may
execute portfolio transactions through certain of their affiliated brokers,
acting as agent in accordance with procedures established by the Trust's Board
of Trustees, but will not purchase any securities from or sell any securities to
any such affiliate acting as principal for its own account.

For the year ended December 31, 1998, Endeavor Money Market Portfolio
and Endeavor High Yield Portfolio did not pay any brokerage commissions while
the Endeavor Asset Allocation Portfolio paid $699,420 in brokerage commissions
of which $288 (0.04%) was paid to Morgan Stanley & Co., Inc. For the year ended
December 31, 1998, T. Rowe Price International Stock Portfolio, Endeavor Value
Equity Portfolio and Dreyfus Small Cap Value Portfolio paid $121,001, $142,104
and $889,611, respectively, in brokerage commissions of which $1,917 (1.58%),
$10,301 (8.51%) and $759 (0.63%) with respect to T. Rowe Price International
Stock Portfolio was paid to Robert Fleming Holdings Limited, Jardine Fleming
Group Limited, and Ord Minnett Securities Ltd., respectively. For the year ended
December 31, 1998, T. Rowe Price Equity Income Portfolio and T. Rowe Price
Growth Stock Portfolio paid $122,431 and $21,866, respectively, in brokerage
commissions of which $2,964 (1.37%) with respect to T. Rowe Price Growth Stock
Portfolio was paid to Robert Fleming Holdings Limited. For the year ended
December 31, 1998, Dreyfus U.S. Government Securities Portfolio, Endeavor
Opportunity Value Portfolio and Endeavor Enhanced Index Portfolio paid $67,575,
$43,947 and $46,321, respectively, in brokerage commissions. For the fiscal year
ended December 31, 1998, Endeavor Select 50 Portfolio paid $177,608 in brokerage
commissions of which $1,356 (0.76%) was paid to Montgomery Securities, Inc.

Brokerage Enhancement Plan

The Board of Trustees of the Trust, including all of the Independent
Trustees, and each Portfolio's shareholders, have voted to adopt a Brokerage
Enhancement Plan (the "Plan") for the purpose of utilizing the Trust's brokerage
commissions, to the extent available, to promote the sale and distribution of
the Trust's shares. Neither the Trust nor any series of the Trust, including the
Portfolios, will incur any new fees or charges. As part of the Plan, the Trust
and Endeavor Group (the "Distributor"), 2101 East Coast Highway, Suite 300,
Corona del Mar, California 92625, have entered into a Distribution Agreement.
Under the Distribution Agreement, the Distributor is the principal underwriter
of the Trust, with responsibility for promoting sales of the shares of each
Portfolio.

The Distributor, however, does not receive any additional compensation
from the Trust for performing this function. Instead, under the Plan, the
Manager is authorized to direct that the investment adviser of each Portfolio
effect brokerage transactions in portfolio securities through certain
broker-dealers, consistent with each investment adviser's obligations to achieve
best price and execution. It is anticipated that these broker-dealers will agree
that a percentage of the commission will be directed to the Distributor. The
Distributor will use a part of these directed commissions to defray legal and
administrative costs associated with implementation of the Plan. These expenses
are expected to be minimal. The remainder of the commissions received by the

<PAGE>

Distributor will be used to finance activities principally intended to result in
the sale of shares of the Portfolios. These activities will include: holding or
participating in seminars and sales meetings designed to promote the sale of
Trust shares; paying marketing fees requested by broker-dealers who sell
Contracts; training sales personnel; compensating broker-dealers and/or their
registered representatives in connection with the allocation of cash values and
premiums of the Contracts to the Trust; printing and mailing Trust prospectuses,
statements of additional information, and shareholder reports to prospective
Contract holders; and creating and mailing advertising and sales literature.

The Distributor is obligated to use all of the funds directed to it for
distribution expenses, except for a small amount to be used to defray the
incidental costs associated with implementation of the Plan. Accordingly, the
Distributor will not make any profit from the operation of the Plan.

Both the Plan and the Distribution Agreement provide: (A) that they
will be subject to annual approval by the Trustees and the Independent Trustees;
(B) that any person authorized to make payments under the Plan or Distribution
Agreement must provide the Trustees a quarterly written report of payments made
and the purpose of the payments; (C) that the Plan may be terminated at any time
by the vote of a majority of the Independent Trustees; (D) that the Distribution
Agreement may be terminated without penalty at any time by a vote of a majority
of the Independent Trustees or, as to a Portfolio, by vote of a majority of the
outstanding securities of the Portfolio on not more than 60 days' written
notice; and (E) that the Distribution Agreement terminates if it is assigned.
The Plan may not be amended to increase materially the amount to be spent for
distribution without shareholder approval, and all material Plan amendments must
be approved by a vote of the Independent Trustees. In addition, the selection
and nomination of the Independent Trustees must be committed to the Independent
Trustees.

For the year ended December 31, 1998, the Distributor received an
aggregate of $229,911 pursuant to the Plan, $32,000 of which was utilized to pay
the costs of seminars and sales meetings and the mailings of marketing
materials.

Other Information

The Current Management Agreement with respect to Endeavor Money Market,
Endeavor Asset Allocation and T. Rowe Price International Stock Portfolios was
approved by the Trustees of the Trust (including all of the Independent
Trustees) on July 20, 1992, and by the shareholders of the Trust on November 23,
1992. With respect to Endeavor Value Equity and Dreyfus Small Cap Value
Portfolios, the Current Management Agreement was approved by the Trustees of the
Trust (including all of the Independent Trustees) on April 19, 1993 and by PFL
Life, the sole shareholder of Endeavor Value Equity and Dreyfus Small Cap Value
Portfolios, on April 19, 1993. With respect to Dreyfus U.S. Government
Securities Portfolio, the Current Management Agreement was approved by the
Trustees of the Trust (including all of the Independent Trustees) on January 24,
1994 and by PFL Life, the sole shareholder of Dreyfus U.S. Government Securities
Portfolio, on March 7, 1994. With respect to T. Rowe Price Equity Income and T.
Rowe Price Growth Stock Portfolios, the Current Management Agreement was
approved by the

<PAGE>

Trustees of the Trust (including all of the Independent Trustees) on October 24,
1994 and by PFL Life, the sole shareholder of T. Rowe Price Equity Income and T.
Rowe Price Growth Stock Portfolios, on November 1, 1994. With respect to the
Endeavor Opportunity Value and Endeavor Enhanced Index Portfolios, the Current
Management Agreement was approved by the Trustees of the Trust (including all of
the Independent Trustees) on August 13, 1996 and by PFL Life, the sole
shareholder of Endeavor Opportunity Value and Endeavor Enhanced Index
Portfolios, on August 26, 1996.

On November 17, 1998, the Trustees, including all of the Independent
Trustees present, approved a Transfer and Assumption of Management Agreement,
pursuant to which Endeavor Management Co. assumed the responsibilities of
Endeavor Investment Advisers effective December 31, 1998. This change reflected
the fact that Endeavor Investment Advisers, a California general partnership,
was dissolved effective December 31, 1998. Endeavor Management Company had been
the managing general partner and the holder of a majority of the partnership
interests of Endeavor Investment Advisers.

Vincent J. McGuinness, together with his family members and trusts for
the benefit of his family members, currently owns all of the Manager's
outstanding common stock. The directors and principal executive officers of the
Manager, along with the principal occupation of each, are set forth in Exhibit
C. The address of the Manager and each officer and director is 2101 East Coast
Highway, Corona del Mar, California 92625.

REQUIRED VOTE

Approval of the Amendment to the Current Management Agreement with
respect to a Portfolio requires the affirmative vote of a majority of the
outstanding voting securities of the Portfolio. Under the 1940 Act, a majority
of a Portfolio's outstanding voting securities is defined as the lesser of (1)
67% of the outstanding shares represented at a meeting at which more than 50% of
the Portfolio's outstanding shares are present in person or represented by proxy
or (2) more than 50% of the Portfolio's outstanding voting securities (a
"Majority Vote"). If the Amendment is not approved by the shareholders of the
Portfolios, Endeavor Management Co. would continue as Manager of the Trust under
the terms of the Current Management Agreement without such Amendment.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE CURRENT MANAGEMENT AGREEMENT.

PROPOSAL 2

TO APPROVE A NEW MANAGEMENT AGREEMENT FOR EACH PORTFOLIO

The Proposed Acquisition

<PAGE>

On February 24, 1999, AUSA Holding Company ("AUSA"), an affiliate of
PFL Life, and the Manager entered into a non-binding Letter of Intent pursuant
to which 100% of the outstanding common shares of the Manager will be acquired
by AUSA (the "Acquisition"). It is anticipated that the parties will enter into
a definitive Purchase and Sale Agreement on or about April 30, 1999, and that
the closing of the Acquisition will occur on or about May 31, 1999. If no
definitive Purchase and Sale Agreement is entered into, the Acquisition will not
occur. If a definitive Purchase and Sale Agreement is entered into, it is
anticipated that the closing of the Acquisition will be subject to certain
conditions. One of those conditions is approval by shareholders of each
Portfolio of a new management agreement (the "New Management Agreement") between
the Trust, on behalf of each Portfolio, and the Manager. The New Management
Agreement is substantially identical to the Trust's Current Management Agreement
except for the dates of execution, effectiveness, and termination. In addition,
if shareholders of each Portfolio approve Proposal 1 (to adopt an Amendment to
the Current Management Contract), the New Management Agreement will incorporate
the substance of the Amendment.

Description of the Manager

The Manager is a California corporation. All of the outstanding common
stock of the Manager is owned by Vincent J. McGuinness, together with his family
members and trusts for the benefit of his family members. The directors and
principal executive officers of the Manager, along with the principal occupation
of each, are set forth in Exhibit C. The address of the Manager and each officer
and director is 2101 East Coast Highway, Corona del Mar, California 92625.

Description of AUSA

AUSA is a Maryland corporation incorporated in 1986 under the name
"Monumental Corporation." It became a wholly owned subsidiary of AEGON USA, Inc.
in 1988. AUSA is an affiliate of PFL Life through common indirect ownership
under AEGON USA, Inc. AUSA conducts substantially all of its operations through
subsidiary companies engaged in providing non-insurance financial services that
support the insurance operations of its affiliates. All of the outstanding stock
of AEGON USA, Inc. is indirectly owned by AEGON N.V. of the Netherlands.

1940 Act Considerations

Section 15(a) of the 1940 Act prohibits any person from serving as an
investment adviser to a registered investment company except pursuant to a
written contract that has been approved by the shareholders of the investment
company. Section 15(a) also provides that any such advisory contract must
terminate on its "assignment" and that a change in control of the investment
adviser constitutes an "assignment." Consequently, the consummation of the
Acquisition will cause the Current Management Agreement to terminate. In order
for the Manager to continue to serve as investment adviser to the Trust,
shareholders of each Portfolio must approve the New Management Agreement.

<PAGE>

Comparison of the Current Management Agreement and the New Management Agreement

A description of the Current Management Agreement is set forth at
"Summary of the Current Management Agreement and the Amendment" under Proposal
1. The New Management Agreement contains substantially identical provisions as
the Current Management Agreement except for its execution date, effective date,
and termination date. In addition, if the Amendment described under Proposal 1
is approved by shareholders of each Portfolio, the substance of the Amendment
will be incorporated into the New Management Agreement. The New Management
Agreement would also be restated to incorporate other changes which appear in
various supplements to the Current Management Agreement. The New Management
Agreement would also reflect the fact that Endeavor Investment Advisers, a
California general partnership, was dissolved effective December 31, 1998, and
its duties under the Current Management Agreement were assumed by Endeavor
Management Co., which had been the managing general partner and the holder of a
majority of the partnership interests of Endeavor Investment Advisers.

If approved by the shareholders of each Portfolio, the New Management
Agreement will be executed and become effective on the Closing Date of the
Acquisition (currently scheduled for May 31, 1999).

Recommendation of the Trustees

The Trustees of the Trust met on March 1, 1999 to consider the
Acquisition and its anticipated effects on the Manager and the investment
management and other services provided to the Trust by the Manager. At this
meeting, the Trustees, including all of the Independent Trustees, voted to
approve the New Management Agreement and to recommend approval of the New
Management Agreement by the shareholders of each Portfolio.

The Trustees believe that the terms and conditions of the New
Management Agreement are fair to, and in the best interests of, each Portfolio
and its shareholders. The Trustees considered a number of factors, including:
(1) the fact that the terms of the Current Management Agreement and of the New
Management Agreement are substantially identical; (2) the representation by AUSA
and PFL Life and the senior management of the Manager that it was anticipated
that no material changes would be made to the senior management of the Manager;
(3) the additional financial, managerial, and marketing resources that AUSA and
PFL Life would be able to provide to the Manager; (4) the reputation of AUSA and
PFL Life; (5) the agreement by AUSA that it would not seek to impose any "unfair
burden," as defined in the 1940 Act, on the Portfolios for two years following
the closing of the Acquisition; and (6) such other factors as the Trustees
deemed relevant.

REQUIRED VOTE

Approval of the New Management Agreement with respect to a Portfolio
requires a Majority Vote of the shareholders of that Portfolio. If the New
Management Agreement is not approved by the shareholders of all of the
Portfolios, the Acquisition of the Manager will not occur.

<PAGE>

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NEW
MANAGEMENT AGREEMENT.

PROPOSAL 3

TO APPROVE OR DISAPPROVE NEW INVESTMENT ADVISORY AGREEMENTS
WITH THE INVESTMENT ADVISER OF EACH PORTFOLIO

SUMMARY OF PROPOSAL

As discussed above under Proposal 1, the Manager has entered into
Investment Advisory Agreements with eight Advisers to provide investment
advisory services for each of the Portfolios, subject to the Manager's overall
supervision. As required by Section 15(a) of the 1940 Act, each of these
Investment Advisory Agreements provides, in substance, that it will terminate
upon any "assignment," as defined in the 1940 Act.

The proposed Acquisition described under Proposal 2 constitutes an
"assignment" of the Investment Advisory Agreements. Accordingly, consummation of
the Acquisition will result in the termination of the Investment Advisory
Agreements. Therefore, in order to permit the Advisers to continue to provide
investment advisory services to the Portfolios, it is necessary that the
shareholders of each Portfolio approve new Investment Advisory Agreements to
become effective on the Closing Date of the Acquisition (currently scheduled for
May 31, 1999).

Based on an analysis of factors described below, a majority of the
Trustees of the Trust have approved the Manager's execution of new Investment
Advisory Agreements with the Advisers (the "New Investment Advisory
Agreements"). At a meeting held March 1, 1999, the Trustees present, including
all of the Independent Trustees, voted to approve New Investment Advisory
Agreements for each Portfolio and to recommend to shareholders of each Portfolio
that they approve the New Investment Advisory Agreements. Each Portfolio's New
Investment Advisory Agreement is identical to the current Investment Advisory
Agreement except for its dates of execution and termination. The same Adviser
will manage each Portfolio and will be paid by the Manager out of the Management
Fee it receives from the Portfolio at the same rate.

Information About the Advisers

The following table shows, for each Portfolio, the name of the Adviser
and the rate of the advisory fee paid by the Manager to the Adviser under the
current Investment Advisory Agreements:

Portfolio Sub-Adviser Sub-Advisory Fee
<S> <C> <C>

(as % of Net Assets)
Endeavor Money Market Portfolio Morgan Stanley Asset Management .25

<PAGE>

Portfolio Sub-Adviser Sub-Advisory Fee
T. Rowe Price International Stock Rowe Price-Fleming International, Inc. .75*
Portfolio
Endeavor Value Equity Portfolio OpCap Advisors .40
Endeavor Opportunity Value Portfolio OpCap Advisors .40
Dreyfus Small Cap Value Portfolio The Dreyfus Corporation .375
T. Rowe Price Equity Income Portfolio T. Rowe Price Associates, Inc. .40
T. Rowe Price Growth Stock Portfolio T. Rowe Price Associates, Inc. .40
Endeavor Enhanced Index Portfolio J.P. Morgan Investment Management .35
Inc.
Endeavor Select 50 Portfolio Montgomery Asset Management, LLC .70
Dreyfus U.S. Government Securities The Dreyfus Corporation .15
Portfolio
Endeavor High Yield Portfolio Massachusetts Financial Services .375
Company
Endeavor Asset Allocation Portfolio Morgan Stanley Asset Management .30
</TABLE>

- ------------------------------------------------
* .75% up to $20 million; .60% in excess of $20 million up to $50
million; and .50% of assets in excess of $50 million. At such time as
net assets exceed $200 million, .50% of total net assets.

Morgan Stanley Asset Management

Morgan Stanley Asset Management ("Morgan Stanley"), 1221 Avenue of the
Americas, New York, New York 10020, a subsidiary of Morgan Stanley Dean Witter
Discover & Co., is the Adviser to Endeavor Money Market Portfolio and Endeavor
Asset Allocation Portfolio. Morgan Stanley has been in the investment management
business since 1975. As of December 31, 1998, Morgan Stanley, together with its
affiliated institutional asset management companies, managed assets of
approximately $ 163.4 billion. On December 1, 1998, Morgan Stanley Asset
Management Inc. changed its name to Morgan Stanley Dean Witter Investment
Management Inc. but continues to do business in certain circumstances using the
name Morgan Stanley Asset Management.

Rowe Price-Fleming International, Inc.

Rowe Price-Fleming International, Inc. ("Rowe Price-Fleming"), 100 East
Pratt Street, Baltimore, Maryland 21202, a joint venture established in 1979
between T. Rowe Price Associates, Inc. and the London-based Robert Fleming
Holdings Limited, is the Adviser to T. Rowe Price International Stock Portfolio.
The common stock of Rowe Price-Fleming is 50% owned by a wholly-owned subsidiary
of T. Rowe Price, 25% by Jardin Fleming Group Limited,

<PAGE>

and 25% by a subsidiary of Robert Fleming Holdings Limited. (Half of Jardine
Fleming is owned by Robert Fleming Holdings Limited and half by Jardine Matheson
Holdings Limited.) As of December 31, 1998, Rowe Price-Fleming managed
approximately $32 billion in investments for individual and institutional
accounts.

OpCap Advisors

OpCap Advisors ("OpCap"), One World Financial Center, New York, New York
10281, is the Adviser to Endeavor Value Equity Portfolio and Endeavor
Opportunity Value Portfolio. OpCap is a majority-owned subsidiary of Oppenheimer
Capital, an investment management firm dedicated to "value investing" whose
offices are at the same address as those of OpCap. OpCap and its parent are
indirect wholly-owned subsidiaries of PIMCO Advisors L.P. PIMCO Advisors L.P.
has two general partners: PIMCO Partners, G.P. and PIMCO Advisors Holdings L.P.
(formerly Oppenheimer Capital, L.P.), a limited partnership of which PIMCO
Partners, G.P. is the sole general partner. PIMCO Partners, G.P. has two general
partners: Pacific Investment Management Company and PIMCO Partners L.L.C.

OpCap and its parent have been investment advisers to mutual funds and
other clients since 1968 and have approximately $63 billion under management as
of December 31, 1998.

The Dreyfus Corporation

The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, New York, New
York 10166, is the Adviser to Dreyfus Small Cap Value Portfolio and Dreyfus U.S.
Government Securities Portfolio. Dreyfus, which was founded in 1947, is a wholly
owned subsidiary of Mellon Bank, N.A., One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258. Mellon Bank, N.A. is a wholly-owned subsidiary of Mellon
Bank Corporation. Dreyfus manages the funds in one of the nation's leading
mutual fund complexes, with more than $120 billion in more than 175 mutual fund
portfolios as of January 31, 1999.

T. Rowe Price Associates, Inc.

T. Rowe Price Associates, Inc.("T. Rowe Price"), 100 East Pratt Street,
Baltimore, Maryland 21202, is the Adviser to T. Rowe Price Equity Income
Portfolio and T. Rowe Price Growth Stock Portfolio. T. Rowe Price was founded in
1937. As of December 31, 1998, T. Rowe Price and its affiliates manage
approximately $147 billion in investments for more than 7 million individual and
institutional investor accounts.

J.P. Morgan Investment Management Inc.

J.P. Morgan Investment Management Inc. ("J.P. Morgan"), 522 Fifth Avenue,
New York, New York 10036, is the Adviser to Endeavor Enhanced Index Portfolio.
J.P. Morgan is a wholly-owned subsidiary of J.P. Morgan & Co. Incorporated, 60
Wall Street, New York, New York 10260-0060, which has more than $308 billion in
assets under management as of December 31, 1998.

<PAGE>

Montgomery Asset Management, LLC

Montgomery Asset Management, LLC ("Montgomery"), 101 California Street,
San Francisco, California 94111, is the Adviser to Endeavor Select 50 Portfolio.
As of December 31, 1998, Montgomery and its affiliates managed approximately
$9.3 billion of assets. Montgomery is a majority-owned subsidiary of Commerzbank
AG, 60261 Frankfurt am Main, Frankfurt, Germany, the third largest publicly held
commercial bank in Germany, which with its affiliates, managed over $120 billion
in assets as of December 31, 1998.

Massachusetts Financial Services Company

Massachusetts Financial Services Company ("MFS"), 500 Boylston Street,
Boston, Massachusetts 02108, is the Adviser to Endeavor High Yield Portfolio.
MFS is America's oldest mutual fund organization. MFS and its predecessor
organizations have a history of money management dating from 1924 and the
founding of the first mutual fund in the United States. MFS is a subsidiary of
Sun Life of Canada (U.S.) Financial Services Holdings, Inc., One Sun Life
Executive Park, Wellsley Hills, Massachusetts 02481, which in turn is an
indirect wholly-owned subsidiary of Sun Life Assurance Company of Canada. As of
December 31, 1998, MFS and its institutional advisory affiliates had
approximately $98 billion in assets under management, of which approximately
$20.5 billion consisted of assets in fixed income funds.

Each of the Advisers is registered as an investment adviser with the
Securities and Exchange Commission (the "SEC") under the Investment Advisers Act
of 1940.

No Trustee or officer of the Portfolios is an officer, employee,
director or security holder of any of the Advisers or has any other material
direct or indirect interest in the Advisers or in their parents or affiliates.

Evaluation by the Trustees

The Trustees requested, received and considered such information as
they deemed reasonably necessary to enable them to evaluate the New Investment
Advisory Agreements. On March 1, 1999, the Trustees, including a majority of the
Independent Trustees, voted to approve the New Investment Advisory Agreements
and to submit the proposed New Investment Advisory Agreements to the
shareholders of each Portfolio.

The material factors considered by the Trustees were: the nature and
quality of services rendered by the Advisers; the Advisers' performance under
the current Investment Advisory Agreements; the performance of similar funds
advised by the Advisers; the amount of sub- advisory fees to be paid; each
Adviser's financial strength and insurance coverage; each Adviser's investment
advisory experience and reputation; each Adviser's code of ethics and compliance
controls; and administrative support services. The Trustees also considered the
fact that there were no material differences between the terms of the New
Investment Advisory Agreements and the terms of the current Investment Advisory
Agreements.

<PAGE>

The factor that the Trustees considered most significant was that the
Portfolios would continue to receive the benefit of sub-advisory services from
the same Advisors as under the current Investment Advisory Agreements, at no
increase in the sub-advisory fee to be paid for such services. The Trustees were
also satisfied that each Adviser (1) was knowledgeable and experienced in the
operations of the relevant financial markets and in the laws that are applicable
to such operations insofar as they might affect a Portfolio, and (2) had the
personnel, financial resources and standing in the financial community to enable
it to discharge its duties under the Investment Advisory Agreement adequately.
The Trustees determined that the Portfolios would receive the benefit of
maintaining uninterrupted sub-advisory services of the same quality, scope and
cost as the Portfolios received before the Acquisition.

After careful consideration, the Trustees believe that the best
interests of the shareholders of the Portfolios would be served if the New
Investment Advisory Agreements are approved.

Terms of the Current Investment Advisory Agreements and the New Investment
Advisory Agreements

Effective May 1, 1998, Morgan Stanley Asset Management became the
Adviser of the Endeavor Money Market Portfolio and Endeavor Asset Allocation
Portfolio. The Investment Advisory Agreements between the Manager and Morgan
Stanley Asset Management were approved by the Trustees of the Fund (including
all the Trustees who are not "interested persons" of the Manager or of the
Adviser) on February 23, 1998, and by the shareholders of the Fund on April 21,
1998. The Investment Advisory Agreements between the Manager and OpCap were last
approved by the Trustees of the Fund (including all of the Trustees who are not
"interested persons" of the Manager or of the Adviser) on April 8, 1997 with
respect to the Endeavor Value Equity Portfolio and the Endeavor Opportunity
Value Portfolio and by the shareholders of each Portfolio on June 18, 1997.

The Investment Advisory Agreement between the Manager and The Boston
Company Asset Management, Inc. was approved by the Trustees of the Fund
(including all of the Trustees who are not "interested persons" of the Manager
or of the Adviser) on January 24, 1994 and by PFL Life Insurance Company as sole
shareholder of the Dreyfus U.S. Government Securities Portfolio on March 7,
1994. The Investment Advisory Agreement was transferred to The Dreyfus
Corporation effective May 1, 1996. The Investment Advisory Agreements between
the Manager and T. Rowe Price were approved by the Trustees of the Fund
(including all of the Trustees who are not "interested persons" of the Manager
or of the Adviser) on October 24, 1994 and by PFL Life Insurance Company as sole
shareholder of the T. Rowe Price Equity Income and T. Rowe Price Growth Stock
Portfolios on November 1, 1994. The Investment Advisory Agreement between the
Manager and J.P. Morgan was approved by the Trustees of the Fund (including all
of the Trustees who are not "interested persons" of the Manager or of the
Adviser) on August 13, 1996 and by PFL Life Insurance Company as sole
shareholder of the Endeavor Enhanced Index Portfolio on August 26, 1996. The
Investment Advisory Agreement between the Manager and Montgomery was approved by
the Trustees of the Fund (including all of the Trustees who are not "interested
persons" of the Manager or of the Adviser) on August 4, 1997 and by PFL Life
Insurance Company as sole shareholder of the Endeavor Select 50 Portfolio on

<PAGE>

January 18, 1998. Effective January 1, 1995, Price-Fleming became the Adviser of
the T. Rowe Price International Stock Portfolio. The Investment Advisory
Agreement with Price-Fleming for the T. Rowe Price International Stock Portfolio
was approved by the Trustees of the Fund (including all of the Trustees who are
not "interested persons" of the Manager or of the Adviser) on December 19, 1994
and by shareholders of the Portfolio on March 24, 1995. Effective September 16,
1996, The Dreyfus Corporation became the Adviser of the Dreyfus Small Cap Value
Portfolio. The Investment Advisory Agreement with The Dreyfus Corporation was
approved by the Trustees of the Fund (including all of the Trustees who are not
"interested persons" of the Manager or of the Adviser) on August 13, 1996 and by
the shareholders of the Portfolio on October 29, 1996. The Investment Advisory
Agreement between the Manager and MFS was approved by the Trustees of the Fund
(including all of the Trustees who are not "interested persons" of the Manager
or of the Adviser) on May 11, 1998 and by PFL Life Insurance Company as sole
shareholder of the Endeavor High Yield Portfolio on May 11, 1998.

Each New Investment Advisory Agreement, like the current Investment
Advisory Agreements, provides in substance (1) that the Manager will pay the
Adviser the same fee as paid under the current Investment Advisory Agreement;
(2) that it will continue for a period of two years from its effective date and
thereafter from year to year if approved at least annually by a Majority Vote of
the outstanding shares of the Portfolio or by a majority of the Trustees and a
majority of the Independent Trustees; (3) that it may be terminated, without
penalty, by the Manager, by the Trustees or by Majority Vote of the outstanding
shares of the Portfolio upon 60 days' prior written notice; (4) that it may be
terminated by the Adviser on 150 days' (90 days with respect to the Endeavor
Money Market, Endeavor Asset Allocation, Endeavor Enhanced Index, Endeavor
Select 50, and Endeavor High Yield Portfolios) prior written notice to the
Manager; and (5) that it will terminate automatically in the event of its
"assignment" as such term is defined in the 1940 Act. Both the current
Investment Advisory Agreements and New Investment Advisory Agreements provide
that the Advisers are not liable to the Trust or to the Manager for any act or
omissions under the Agreements, but that the Advisers are not protected against
liability arising out of their own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties.

Portfolio Transactions

The Advisers will have the same duties and responsibilities as under
the current Investment Advisory Agreements with respect to the allocation of
principal business and portfolio brokerage (see "Proposal 1 - Portfolio
Transactions" above).

REQUIRED VOTE

Approval of the New Investment Advisory Agreement with respect to a
Portfolio requires a Majority Vote of the shareholders of that Portfolio. If any
of the New Investment Advisory Agreements are not approved by the shareholders
of a Portfolio, the Trustees will consider other possible courses of action
which are in the best interests of shareholders.

<PAGE>

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDER OF EACH PORTFOLIO
VOTE "FOR" THE NEW INVESTMENT ADVISORY AGREEMENT FOR THAT
PORTFOLIO.

PROPOSAL 4

TO APPROVE OR DISAPPROVE A PROPOSAL TO PERMIT THE MANAGER TO
HIRE AND TERMINATE ADVISERS OR MODIFY ADVISORY AGREEMENTS
WITHOUT SHAREHOLDER APPROVAL

As discussed above, the Manager currently provides advisory services to
each Portfolio pursuant to the Current Management Agreement (as defined above).
The Manager has overall responsibility for the general management and
administration of each Portfolio, but selects one or more Advisers for each
Portfolio. The Trust proposes that the Manager, with the approval of the Board
of Trustees, be permitted to enter into, terminate, or modify advisory
agreements on behalf of the Portfolios with the Advisers without obtaining the
prior approval of a majority of the outstanding voting securities of the
Portfolios, as is otherwise required by Section 15 of the 1940 Act.

Section 15 of the 1940 Act and Rule 18f-2 under the 1940 Act require
that shareholders of a Portfolio approve any subadvisory agreements or
amendments to those agreements. On January 21, 1999, the Trust filed an
application with the Securities and Exchange Commission (the "SEC") for an order
(the "Requested Order") to exempt the Trust from these provisions. If the SEC
issues the Requested Order, the Manager would be permitted, with the approval of
the Board of Trustees, to hire new Advisers, terminate Advisers, and modify
advisory agreements with Advisers without the prior approval of shareholders. By
eliminating shareholder approval in these matters, the Manager would have
greater flexibility in overseeing the Advisers, and the Trust would be spared
the time and expense of holding shareholder meetings and soliciting proxies. The
Proposed Order would be subject to several conditions, including the following
conditions:

1. The Trust will not enter into an advisory agreement on
behalf of a Portfolio with any Adviser that is an "affiliated person," as
defined in Section 2(a)(3) of the 1940 Act, of the Trust or the Manager other
than by reason of serving as an Adviser to one or more of the Portfolios (an
"Affiliated Adviser") without that agreement, including the compensation to be
paid thereunder, being approved by the shareholders of the applicable Portfolio
(or, if the Portfolio serves as a funding medium for any sub-account of a
registered separate account, pursuant to voting instructions provided by the
unitholders of the sub-account).

2. Before a Portfolio may rely on the order requested in the
Application, the operation of the Portfolio in the manner described in the
Application will be approved by a majority of the outstanding voting securities
of the Portfolio (or, if the Portfolio serves as a funding medium for any
sub-account of a registered separate account, pursuant to voting

<PAGE>

instructions provided by the unitholders of the sub-account), as defined in the
1940 Act, or, in the case of a new Portfolio whose public shareholders purchased
shares on the basis of a prospectus containing the disclosure contemplated by
condition 3 below, by the sole initial shareholder(s) before offering shares of
such Portfolio to the public.

3. The Trust will disclose in its registration statement the
existence, substance, and effect of any order granted pursuant to the
Application. In addition, each Portfolio relying on the Requested Order will
hold itself out to the public as employing the strategy described in the
application. The Prospectus will prominently disclose that the Manager has the
ultimate responsibility (subject to oversight by the Board of Trustees) to
oversee the Advisers and recommend their hiring, termination, and replacement.

4. Within 60 days of the hiring of any Adviser, the affected
Portfolio will furnish its shareholders (or, if the Portfolio serves as a
funding medium for any sub-account of a registered separate account, the
unitholders of the sub-account) with all information about the new Adviser
agreement that would be included in a proxy statement. Such information will
include any change in such disclosure caused by the addition of a new Adviser.
The Manager will meet this condition by providing shareholders (or, if the
Portfolio serves as a funding medium for any sub-account of a registered
separate account, the unitholders of the sub-account), within 60 days of the
hiring of an Adviser with an information statement meeting the requirements of
Regulation 14C, Schedule 14C, and Item 22 of the Schedule 14A under the
Securities Exchange Act of 1934.

In accordance with condition 2, shareholder approval of this proposed
new arrangement is being sought. Even if the Trust's shareholders approve this
arrangement, any new Advisers engaged or terminated or any change in a
subadvisory agreement will still require approval of the Board of Trustees. In
order to approve new Advisers, the Trustees will analyze the factors they deem
relevant, including the nature, quality and scope of services provided by
Advisers to investment companies comparable to the Trust. The Trustees will
review the ability of the Adviser to provide its services to a Portfolio, as
well as its personnel, operation, financial condition or any other factor which
would affect the Adviser with respect to compliance and regulatory matters over
the past fiscal year. The Trustees will review the Adviser's investment
performance with respect to accounts deemed comparable. Finally, the Trustees
will consider other factors deemed relevant to the Adviser's performance as an
investment adviser. The Trust believes that this review provides adequate
shareholder protection in the selection of Advisers.

<PAGE>

REQUIRED VOTE

Approval of the change in operations contemplated in the Requested
Order with respect to a Portfolio requires a Majority Vote of the shareholders
of that Portfolio. If the shareholders of a Portfolio do not approve this
Proposal, the terms and conditions of the Requested Order will not be applicable
to that Portfolio.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO PERMIT THE MANAGER TO
HIRE AND TERMINATE ADVISERS OR MODIFY ADVISORY AGREEMENTS WITHOUT SHAREHOLDER
APPROVAL.

PROPOSAL 5

TO AMEND THE FUNDAMENTAL POLICY OF EACH PORTFOLIO
CONCERNING BORROWING
(ALL PORTFOLIOS)

Each Portfolio has a fundamental restriction concerning borrowing by
the Portfolio. Generally, these policies provide that a Portfolio may borrow
amounts not exceeding 5% of the value of its total assets (not including the
amount borrowed) for temporary purposes. However, two Portfolios (Endeavor
Opportunity Value Portfolio and the Endeavor Enhanced Index Portfolio) are each
permitted to borrow up to 10% of its total assets for temporary or emergency
purposes, and five Portfolios (Dreyfus U.S. Government Securities Portfolio, T.
Rowe Price Equity Income Portfolio, T. Rowe Price Growth Stock Portfolio, T.
Rowe Price International Stock Portfolio, and Endeavor Select 50 Portfolio) are
each permitted to borrow up to 33 1/3% of its total assets for temporary
purposes. The exact language of the various restrictions is set forth in Exhibit
D.

The Trustees recommend that these various fundamental restrictions be
replaced with the following fundamental restriction:

"The Portfolio may not borrow money, except to the extent permitted by
applicable law."

In general, under the 1940 Act, a Portfolio may not borrow money except
that (1) a Portfolio may borrow from banks or enter into reverse repurchase
agreements, in amounts up to 33 1/3% of its total assets (including the amount
borrowed); (2) a Portfolio may borrow up to an additional 5% of its total assets
for temporary purposes; (3) a Portfolio may obtain such short-term credit as may
be necessary for the clearance of purchases and sales of portfolio securities;
and (4) a Portfolio may not pledge its assets other than to secure borrowings
or, to the extent permitted by the Portfolio's investment policies, as set forth
in the Trust's prospectus and statement of additional information, as they may
be amended from time to time, in connection

<PAGE>

with hedging transactions, short sales, when-issued and forward commitment
transactions, and similarly investment strategies.

The primary purpose of the proposed change is standardization.
Accordingly, adoption of the revised restriction is not currently expected to
materially affect the Portfolios' operations. However, many Portfolios' current
restrictions limit borrowing to a lower percentage of total assets than the 33
1/3% permitted under the 1940 Act. For these Portfolios, although adoption of
the proposed restriction would increase the amount of permitted borrowing by the
Portfolios, historically none of the Portfolios has engaged in any significant
borrowing nor do they presently intend to do so.

REQUIRED VOTE

Approval of the proposed restriction with respect to a Portfolio
requires a Majority Vote of the shareholders of that Portfolio. If the
shareholders of a Portfolio do not approve this Proposal, the fundamental
borrowing policy of that Portfolio will remain unchanged.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT SHAREHOLDERS OF EACH PORTFOLIO VOTE
"FOR" THE PROPOSED RESTRICTION CONCERNING BORROWING.

PROPOSAL 6

TO AMEND THE FUNDAMENTAL POLICY OF DREYFUS U.S. GOVERNMENT
SECURITIES PORTFOLIO CONCERNING ILLIQUID SECURITIES (DREYFUS U.S.
GOVERNMENT SECURITIES PORTFOLIO ONLY)

Currently, a fundamental policy of the Dreyfus U.S. Government
Securities Portfolio permits the Portfolio to invest up to 10% of its net assets
in illiquid securities, including repurchase agreements maturing in more than
seven days. All other Portfolios (except the Endeavor Money Market Portfolio)
are permitted to invest up to 15% of their net assets in illiquid securities.
The Trustees recommend that shareholders approve a change to this restriction of
U.S. Government Securities Portfolio to make it the same as those of the other
Portfolios. (No change is proposed for Endeavor Money Market Portfolio because
rules under the 1940 Act applicable to money market funds limit a money market
fund's investments in illiquid securities to 10% of its net assets.) The primary
purpose of the change is to standardize investment restrictions. It is not
currently anticipated that the change will affect the way the Dreyfus U.S.
Government Securities Portfolio is managed.

The Trustees also recommend that the new policy be designated as a
nonfundamental investment policy. This means that the Trustees will be permitted
to change the policy, without a shareholder vote, to reflect changes in
regulatory requirements or industry practices.

<PAGE>

REQUIRED VOTE

Approval of the new nonfundamental policy requires a Majority Vote of
the shareholders of the Portfolio. If the shareholders of a Portfolio do not
approve this Proposal, the Portfolio's fundamental policy concerning illiquid
securities will remain unchanged.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT THE SHAREHOLDERS OF DREYFUS U.S.
GOVERNMENT SECURITIES PORTFOLIO VOTE "FOR" THE NEW
NONFUNDAMENTAL POLICY CONCERNING INVESTMENTS IN ILLIQUID
SECURITIES.

PROPOSAL 7

TO ELECT TRUSTEES OF THE TRUST
(ALL PORTFOLIOS)

The Trustees recommend that shareholders elect the following
individuals as Trustees. The following table provides information concerning
each of the eight nominees. Proxies cannot be voted for more than eight persons.

Trustees

<PAGE>

Name, Age, Office Principal Occupation(s) Shares Beneficially
with the Trust and Address During Past 5 Years Owned, Directly or
Indirectly, on
December 31, 1998
<S> <C> <C>

+ *Vincent J. McGuinness, Jr. From July 1997 to November 1997,
Age 34 Executive Vice President -Administration
Trustee, President and Chief of the Trust; from September 1996 to June
Financial Officer (Treasurer) 1997, Chief Financial Officer (Treasurer)
2101 East Cost Highway of the Trust; from February 1997 to
Suite 300 December 1997, Executive Vice-President,
Corona del Mar, California Chief of Operations, since March 1997,
92625 Director, since December 1997, Chief
Operating Officer, and since June 1998,
Chief Financial Officer of Endeavor
Group; from September 1996 to June 1997,
and since June 1998, Chief Financial
Officer, since May 1996, Director and
from June 1997 to October 1998,
Executive Vice President
-Administration, and since October 1998,
President of Endeavor Management Co.;
since August 1996, Chief Financial
Officer of VJM Corporation; from May
1996 to January 1997, Executive Vice
President and Director of Sales, Western
Division of Endeavor Group; since May
1996, Chief Financial Officer of
McGuinness & Associates; from July 1993
to August 1995, Rocky Mountain Regional
Marketing Director.
*Vincent J. McGuinness Chairman, Chief Executive Officer and
Age 64 Director of McGuinness & Associates,
Trustee Endeavor Group, VJM Corporation, until
2101 East Cost Highway July 1996, McGuinness Group (insurance
Suite 300 marketing) and since September 1988,
Corona del Mar, California Endeavor Management Co.; President of
92625 VJM Corporation and until October 1998,
Endeavor Management Co. and, since
February 1996, McGuinness & Associates.

<PAGE>

Timothy A. Devine Vice President, Plant Control, Inc.
Age 63 (landscape contracting and maintenance).
Trustee
1424 Dolphin Terrace
Corona del Mar, California
92625
Thomas J. Hawekotte President, Thomas J. Hawekotte, P.C. (law
Age 63 practice).
Trustee
6007 North Sheridan Road
Chicago, Illinois 60660

Steven L. Klosterman Since July 1995, President of Klosterman
Age 47 Capital Corporation (investment adviser);
Trustee Investment Counselor, Robert J. Metcalf &
5973 Avenida Encinas Associates, Inc. (investment adviser) from
Suite 300 August 1990 to June 1995.
Carlsbad, California 92008

Halbert D. Lindquist President, Lindquist, Stephenson & White,
Age 52 Inc. (investment adviser) and since
Trustee December 1987 Tucson Asset
1650 E. Fort Lowell Road Management, Inc. (commodity trading
Tucson, Arizona 85719-2324 adviser), and since November 1987,
Presidio Government Securities,
Incorporated (broker-dealer), and since
January 1998, Chief Investment Officer
of Blackstone Alternative Asset
Management.
Keith H. Wood Since 1972, Chairman and Chief Executive
Age 62 Officer of Jamison, Eaton & Wood
Trustee (investment adviser) and from 1978 to
39 Main Street December 1997, President of Ivory &
Chatham, New Jersey 07928 Sime International, Inc. (investment
adviser).

Peter F. Muratore From June 1989 to March 1998, President
Age 66 of OCC Distributors (broker-dealer), a
Trustee subsidiary of Oppenheimer Capital.
Too Far
Posthouse Road
Morristown, New Jersey
07960
</TABLE>

* An "interested person" of the Trust as defined in the 1940 Act.
+ Vincent J. McGuinness, Jr. is the son of Vincent J. McGuiness.

Officers of the Trust

The following table provides information concerning each officer of the
Trust who served during all or part of the last fiscal year of the Trust.

Name and Principal Occupation Office Age Officer Since
----------------------------- ------ --- -------------
<S> <C> <C> <C>

Vincent J. McGuinness President, Chief Financial 34 September 1996
See Information under "Trustees" Officer (Treasurer)

P. Michael Pond Executive Vice-President 45 November 1998
Since November 1998, Executive Administration and
Vice- President - Administration and Compliance
Compliance of Endeavor Group and
Endeavor Management Co. and Chief
Investment Officer of Endeavor
Management Co.; from November
1991 to November 1996, Chairman and
President of The Preferred Group of
Mutual Funds; from October 1989 to
December 1996, President of
Caterpillar Securities Inc. and
Caterpillar Investment Manager Ltd.

Pamela A. Shelton Secretary 49 April 1996
Executive Secretary to Chairman of the
Board and Chief Executive Officer of,
nd since April 1996; Secretary of
McGuinness & Associates, Endeavor Group,
VJM Corporation, McGuinness Group
(until July 1996) and Endeavor Management Co.
</TABLE>

No remuneration will be paid by the Trust to any Trustee or officer of the Trust
who is affiliated with the Manager or the investment advisers. Each Trustee who
is not an affiliated person of the Manager or the investment advisers will be
reimbursed for out-of-pocket expenses and currently receives an annual fee of
$10,000 and $500 for attendance at each Trustees' Board or committee

<PAGE>

meeting. Set forth below for each of the Trustees of the Trust is the aggregate
compensation paid to such Trustees for the fiscal year ended December 31, 1998.

COMPENSATION TABLE
<TABLE>
<CAPTION>

Total
Compensation
From Fund
Aggregate and Fund
Name of Compensation Complex
Person From Fund Paid to Trustees
<S> <C> <C>

Timothy A. Devine $12,375 $15,018
Thomas J. Hawekotte $12,375 $15,015
Steven L. Klosterman $12,375 $15,015
Halbert D. Lindquist $7,875 $8,225
R. Daniel Olmstead* $12,375 $13,075
Keith H. Wood $12,375 $13,075
Peter F. Muratore $6,000 $6,700
- ---------------
</TABLE>

* Former Trustee - retired as of December 31, 1998.

The Agreement and Declaration of Trust of the Trust provides that the
Trust will indemnify its Trustees and officers against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Trust, except if it is determined in the manner specified
in the Agreement and Declaration of Trust that they have not acted in good faith
in the reasonable belief that their actions were in the best interests of the
Trust or that such indemnification would relieve any officer or Trustee of any
liability to the Trust or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his duties. The Trust, at its
expense, provides liability insurance for the benefit of its Trustees and
officers.

The Trust has an audit committee consisting of Messrs. DeVine,
Hawekotte, Lindquist, Muratore, and Wood. During the Trust's fiscal year ended
December 31, 1998 there was one meting of the audit committee and five meetings
of the Trustees. Each Trustee except Mr. Lindquist and Vincent J. McGuinness,
Jr. attended at least 75 percent of the aggregate of (1) the total number of
Trustees meetings held while he was a Trustee and (2) the total number of
meetings of a committee on which he served.

REQUIRED VOTE

Election of the listed nominees for Trustees requires the affirmative
vote of the holders of the majority of the Shares of the Trust present or
represented by proxy at the Special Meeting. For this purpose, shares of all
Portfolios are treated as a single class.

<PAGE>

THE BOARD OF TRUSTEES, INCLUDING ALL THE INDEPENDENT
TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
EIGHT NOMINEES.

PROPOSAL 8

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE TRUST (ALL PORTFOLIOS)

At a meeting held on March 1, 1999, the Trustees selected Ernst & Young
LLP as independent auditors of the Trust for the fiscal year ending December 31,
1999. The Trustees recommend that shareholders of the Trust ratify the selection
of Ernst & Young LLP. The Trust has been advised by Ernst & Young LLP that at
December 31, 1998 neither the firm nor any of its partners had any direct or
indirect financial interest in the Trust. A representative of Ernst & Young LLP
will be available at the meeting to answer questions concerning the Trust's
financial statements and will have an opportunity to make a statement if he or
she chooses to do so.

REQUIRED VOTE

Ratification of the selection of Ernst & Young LLP as independent
auditors of the Trust requires the affirmative vote of the holders of a majority
of the Trust's outstanding shares present or represented by proxy at the Special
Meeting. For this purpose, shares of all Portfolios are treated as a single
class.

THE BOARD OF TRUSTEES, INCLUDING ALL THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFYING THE SELECTION OF ERNST & YOUNG
LLP AS INDEPENDENT AUDITORS OF THE TRUST.

OTHER MATTERS

Submission of Shareholder Proposals

The Trust is not generally required to hold annual or special meetings
of shareholders. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their written
proposals to the Assistant Secretary of the Endeavor Series Trust, c/o First
Data Investor Services Group, Inc., Mail Zone BOS610, 101 Federal Street,
Boston, MA 02111.

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

<PAGE>

at least 10% of the Shares then outstanding or, if the Board members shall fail
to call or give notice of any meeting of shareholders for a period of 30 days
after such application, shareholders holding at least 10% of the Shares then
outstanding may call and give notice of such meeting.

Other Matters to Come Before the Meeting

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

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE, AND
RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PAID ENVELOPE.

April 19, 1999

<PAGE>

EXHIBIT A

INFORMATION CONCERNING SHARES
OUTSTANDING AS OF APRIL 2, 1999

Name of Series Number of Shares Outstanding

Endeavor Asset Allocation Portfolio

Endeavor Market Portfolio

T. Rowe Price International Stock Portfolio

Endeavor Value Equity Portfolio

Dreyfus Small Cap Value Portfolio

Dreyfus U.S. Government Securities Portfolio

T. Rowe Price Equity Income Portfolio

T. Rowe Price Growth Stock Portfolio

Endeavor Opportunity Value Portfolio

Endeavor Enhanced Index Portfolio

Endeavor Select 50 Portfolio

Endeavor High Yield Portfolio

-1-

<PAGE>

EXHIBIT B

UNDERLINED LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

MANAGEMENT AGREEMENT
[November 23, 1992]
June 1, 1999

Endeavor Management Co, [Managing Partner
Endeavor Investment Advisers]
Suite [200] 300
[1100 Newport Center Drive] 2101 East Coast Highway
[Newport Beach, CA 92660] Corona del Mar, CA 92625

Dear Sirs:

Endeavor Series Trust (the "Trust"), a Massachusetts business trust
created pursuant to an Agreement and Declaration of Trust filed with the
Secretary of State of The Commonwealth of Massachusetts, herewith confirms its
agreement with Endeavor Management Co. [Investment Advisers], a California
corporation [general partnership], (the "Manager") as follows:

1. Investment Description; Appointment

The Trust desires to employ its capital by investing and reinvesting in
investments of the kind and in accordance with the limitations specified in its
Agreement and Declaration of Trust, as amended from time to time, and in its
registration statement filed with the Securities and Exchange Commission ("SEC")
on Form N-1A, as amended from time to time (the "Registration Statement"), and
in such manner and to such extent as may from time to time be approved by the
Board of Trustees. The Trust has designated the [four] separate investment
portfolios set forth in Schedule A[: Domestic Money Market Portfolio, Domestic
Managed Asset Allocation Portfolio, Global Growth Portfolio and Global Managed
Asset Allocation Portfolio]. The Trust may in the future designate additional
separate investment portfolios. Such existing and future portfolios are
hereinafter referred to as the "Portfolios." Copies of the Registration
Statement and the Trust's Agreement and Declaration of Trust, as amended, have
been or will be submitted to the Manager. The Trust desires to employ the
Manager to act as its investment manager and administrator. The Trust
acknowledges and agrees that the Manager intends to appoint a person to act as
investment adviser ("Adviser") to render investment advice to each of the
Portfolios. Such

-2-

<PAGE>

Adviser shall make all determinations with respect to the Portfolio's assets for
which it has responsibility. The Manager accepts this appointment and agrees to
furnish the services for the compensation set forth below.

2. Services as Investment Manager and Administrator

(a) Subject to the supervision and direction of the Board of Trustees
of the Trust, the Manager will have (i) overall supervisory responsibility for
the general management and investment of the Portfolios' assets, and (ii) full
investment discretion to make all determinations with respect to the investment
of a Portfolio's assets not then managed by an investment adviser. In connection
with its responsibilities set forth under (i) above, Trust acknowledges and
agrees that the Manager will select a person to act as investment adviser (an
"Adviser") to render investment advice to each of the Portfolios. Each such
Adviser shall make all determinations with respect to the Portfolio's assets for
which it has responsibility. In addition, the Manager will conduct a program of
evaluations of the Advisers' performance, review the activities of the Advisers
for compliance with the Portfolios' investment objectives and policies and will
keep the Trust informed of developments materially affecting the Portfolios and
shall, on its own initiative, furnish to the Trust from time to time whatever
information the Manager believes appropriate for this purpose.

(b) Subject to the supervision and direction of the Board of Trustees
of the Trust, the Manager will also (1) supply the Trust with office facilities
(which may be in Manager's own offices), statistical and research data, data
processing services, clerical, accounting and bookkeeping services, including,
but not limited to, the calculation of the net asset value of shares of the
Trust, internal auditing and legal services, internal executive and
administrative services, and stationery and office supplies; and (2) prepare
reports to shareholders of the Trust, tax returns, and reports to and filings
with the SEC and state blue sky authorities. The Manager may contract with any
other person or persons to provide to the Trust any of the services contemplated
in this paragraph under such terms as it deems reasonable and shall have the
authority to direct the activities of such other person or persons in the manner
it deems appropriate. In connection with such administrative services, the
Manager shall be responsible for creating and maintaining all necessary
administrative records of the Trust in accordance with all applicable laws,
rules and regulations, including but not limited to records required by Section
31(a) of the Investment Company Act of 1940 (the "1940

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Act"). All records shall be the property of the Trust and shall be available for
inspection and use by the SEC, the Trust or any person retained by the Trust.
Where applicable, such records shall be maintained by the Manager for the
periods and in the places required by Rule 31a-2 under the 1940 Act.

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

3. Compensation

In consideration of services rendered pursuant to this Agreement, the
Trust will pay the Manager a fee at the respective annual rates of the value of
each Portfolio's average daily net asset set forth in Schedule A hereto as such
schedule may be amended from time to time. Such fees shall be accrued daily and
paid monthly as soon as practicable after the end of each month. If the Manager
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 Manager,
the value of the Portfolios' net assets shall be computed at the times and in
the manner specified in the Registration Statement.

[For Portfolios of the Trust commencing operations on or after January
28, 1998, each] Each Portfolio shall reimburse the Manager for such Portfolio's
allocable share of third party, administration expenses incurred pursuant to an
administration agreement between the Manager and a third party administrator.

4. Expenses

The Trust shall pay all expenses other than those expressly assumed by
the Manager herein, which expenses payable by the Trust shall include, but are
not limited to:

a. Fees to the Manager;

b. Legal and audit expenses;

c. Fees and expenses related to the registration and
qualification of the Trust and its shares for distribution under
federal and state securities laws;

d. Expenses of the Trust's transfer agent, registrar,
custodian, dividend disbursing agent and shareholder servicing
agent;

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e. Salaries, fees and expenses of Trustees and executive officers of
the Trust who are not "affiliated persons" of the Manager or the Advisers within
the meaning of the 1940 Act;

f. Taxes (including the expenses related to preparation of
tax returns) and corporate or other fees levied against the
Trust;

g. Brokerage commissions and other expenses associated with
the purchase and sale of portfolio securities for the Trust;

h. Expenses, including interest, of borrowing money;

i. Expenses incidental to meetings of the Trust's
shareholders, Board of Trustees and the maintenance of the
Trust's organizational existence;

j. Expenses of printing certificates representing shares of the Trust
and expenses of preparing, printing and mailing notices, proxy material, reports
to regulatory bodies and reports to shareholders of the Trust;

k. Expenses of preparing and typesetting of prospectuses of
the Trust;

l. Expenses of printing and distributing prospectuses to
shareholders of the Trust;

m. Association membership dues;

n. Premiums for fidelity insurance, directors and officers
liability insurance and other coverage;

o. Charges of an independent pricing service to value the
Portfolio's assets;

p. Expenses related to the purchase or redemption of the
Trust's shares; and

q. Such nonrecurring expenses as may arise, including those associated
with actions, suits, or proceedings to which the Trust is a party and arising
from any legal obligation which the Trust may have to indemnify its officers and
Trustees with respect thereto.

5. Reduction of Fee or Reimbursement to the Trust

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If in any fiscal year the aggregate expenses of any Portfolio of the
Trust (including fees pursuant to this Agreement but excluding interest, taxes,
brokerage, distribution fees and extraordinary expenses) exceed the expense
limitations of any state having jurisdiction over the Trust, the Manager will
reduce its fees or reimburse the Portfolio for the amount of such excess,
limited to the amount of its fees hereunder. Such reduction in fees or expense
reimbursement, if any, will be estimated, reconciled and paid, in the case of
reimbursement, on a monthly basis.

6. Standard of Care

The Manager shall exercise its best judgment in rendering the services
hereunder. The Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Manager against liability to the Trust or to
the shareholders of the Trust to which the Manager would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or by reason of the Manager's reckless disregard of
its obligations and duties under this Agreement. Any person, even though an
officer, director, employee or agent of the Manager, who may be or become an
officer, Trustee, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or when acting on any business of the Trust, to
be rendering such services to or to be acting solely for the Trust and not as an
officer, director, employee or agent, or one under the control or direction of
the Manager, even though paid by it.

7. Term

This Agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of two years from the date hereof and
indefinitely thereafter provided that its continuance after such two year period
as to each Portfolio shall be specifically approved at least annually by vote of
a majority of the outstanding voting securities of such 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 the Trust or the
Manager, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated as to any Portfolio at any time,
without payment of any penalty, by the Trust's Board of Trustees or by a vote of
a majority of the

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outstanding voting securities of such Portfolio upon 60 days' prior written
notice to the Manager, or by the Manager upon 90 days' prior written notice to
the Trust, or upon such shorter notice as may be mutually agreed upon. This
Agreement may be amended at any time by the Manager and the Trust, 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 Trust's outstanding voting
securities. 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.

8. Limitation of Trust's Liability

The Manager 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 Manager agrees that the Trust's obligations hereunder
in any case shall be limited to the Trust and to its assets and that the Manager
shall not seek satisfaction of any such obligation from the shareholders of the
Trust nor from any Trustee, officer, employee or agent of the Trust.

9. Force Majeure

The Manager shall not be liable for delays or errors occurring by
reason of circumstances beyond its control, including but not limited to acts of
civil or military authority, national emergencies, work stoppages, fire, flood,
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, the
Manager shall take reasonable steps to minimize service interruptions but shall
have no liability with respect thereto.

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

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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.

12. Limitation of Liability

A copy of the Declaration of Trust is on file with the Secretary of
State of The Commonwealth of Massachusetts and notice is hereby given that this
Agreement is executed on behalf of the Trustees of the Trust as trustees and not
individually and that the obligations of this Agreement are not binding upon the
Trustees or holders of shares of the Trust individually but are binding only
upon the assets and property of the Trust.

If the foregoing is in accordance with your understanding, kindly
indicate your acceptance hereof by signing and returning to us the enclosed copy
hereof.

Very truly yours,

ENDEAVOR SERIES TRUST

By [Signature omitted]
Accepted:

ENDEAVOR MANAGEMENT CO.[INVESTMENT ADVISERS]

By: [Signature omitted]

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SCHEDULE A

Percentage of
Portfolio daily net assets
.50% of average
[Domestic Money Market Portfolio daily net assets]

[Domestic Managed Asset Allocation .75% of average
Portfolio daily net assets]
.90% of average
[Global Managed Asset Allocation Portfolio daily net assets]
.90% of average
[Global Growth Portfolio daily net assets]

Endeavor Money Market Portfolio .50% of average
- ------------------------------- ---------------
daily net assets
Endeavor Asset Allocation Portfolio .75% of average
- ----------------------------------- ---------------
daily net assets
T. Rowe Price International Stock .90% of average
- --------------------------------- ---------------
Portfolio daily net assets
Endeavor Value Equity Portfolio .80% of average
- ------------------------------- ---------------
daily net assets
Dreyfus Small Cap Portfolio .80% of average
- --------------------------- ---------------
daily net assets
Dreyfus U.S. Government Securities .65% of average
- ---------------------------------- ---------------
Portfolio daily net assets

T. Rowe Price Equity Income Portfolio .80% of average
- ------------------------------------- ---------------
daily net assets
T. Rowe Price Growth Stock Portfolio .80% of average
- ------------------------------------ ---------------
daily net assets
Endeavor Opportunity Value Portfolio .80% of average
- ------------------------------------ ---------------
daily net assets
Endeavor Enhanced Index Portfolio .75% of average
- --------------------------------- ---------------
daily net assets
Endeavor Select 50 Portfolio 1.10% of average
- ---------------------------- ----------------
daily net assets

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Percentage of
Endeavor High Yield Portfolio .775% of average
- ----------------------------- ----------------
daily net assets

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EXHIBIT C

Directors and Officers of Endeavor Management Co.

Vincent J. McGuinness, Sr. Director, Chairman and CEO

Vincent J. McGuinness, Jr. Director, Chief Operating Officer,
Chief Financial Officer

Pamela A. Shelton Secretary

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EXHIBIT D

INFORMATION CONCERNING FUNDAMENTAL
BORROWING POLICY OF EACH PORTFOLIO

General Policy for All Portfolios

"A Portfolio may borrow amounts not exceeding 5% of the value of its total
assets (not including the amount borrowed) for temporary purposes."

Exceptions Portfolio
"May borrow from banks or through reverse Dreyfus U.S. Government Securities
repurchase agreements or dollar roll
transactions in an amount equal to up to 33
1/3% of the value of its total assets
(calculated when the loan is made) for
temporary, extraordinary or emergency
purposes and to take advantage of
investment opportunities and may pledge up
to 33 1/3% of the value of its total assets to
secure these borrowings"

"May (i) borrow for non-leveraging, T. Rowe Price Equity Income
temporary or emergency purposes and (ii) T. Rowe Price Growth Stock
engage in reverse repurchase agreements T. Rowe Price International Stock
and make other investments or engage in other transactions, which may involve a
borrowing, in a manner consistent with each Portfolio's investment objective and
program, provided that the combination of (i) and (ii) shall not exceed 33 1/3%
of the value of each Portfolio's total assets (including the amount borrowed)
less liabilities (other than borrowings) and may pledge up to 33 1/3% of the
value of its total assets to secure those borrowings"

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Exceptions Portfolio "May borrow money from banks or through Endeavor
Opportunity Value reverse repurchase agreements for Endeavor Enhanced Index
temporary or emergency purposes in amounts up to 10% of each Portfolio's total
assets"

"May borrow money from banks for Endeavor Select 50
temporary or emergency purposes or
pursuant to reverse repurchase agreements
in an amount up to 33 1/3% of the value of
its total assets, provided that immediately
after such borrowings there is asset
coverage of at least 300% of all
borrowings"

"May borrow money from banks for Endeavor High Yield
temporary or emergency purposes or
pursuant to reverse repurchase agreements
in an amount up to 33 1/3% of the value of
its total assets, provided that immediately
after such borrowings there is asset
coverage of at least 300% of all borrowings
and may engage in dollar roll transactions"

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ENDEAVOR SERIES TRUST

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 [Peoples Benefit Life and Health Insurance Company]
[AUSA Life Insurance Company, Inc.] attorneys and proxies for the undersigned,
with full powers of substitution and revocation, to represent the undersigned
and to vote on behalf of the undersigned all shares of Beneficial Interest which
the undersigned is entitled to vote at a Special Meeting of Shareholders to be
held at 10:00 a.m. Pacific time on May 27, 1999 at the Four Seasons Hotel, 690
Newport Center Drive, Newport, California 92660 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 proposals listed 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.

1. To approve or disapprove an amendment to the management agreement
between the Trust and Endeavor Management Co., the manager of the Trust
(all Portfolios except Endeavor Select 50 Portfolio and Endeavor High
Yield
Portfolio)

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