ENDEAVOR SERIES TRUST
DEFS14A, 2000-08-14
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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:


[  ]    Preliminary Proxy Statement


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


[x]     Definitive Proxy Statement


[  ]     Definitive Additional Materials


[  ]     Soliciting Material Pursuant toss. 240. 14a-12



                              Endeavor Series Trust

                 (Name of Registrant as Specified in Its Charter)

                                       N/A

     (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:



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

         (4)      Proposed maximum aggregate value of transaction:



         (5)      Total fee paid:




[  ]     Fee paid previously with preliminary  materials.



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

         (1)      Amount Previously Paid:

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

         (3)      Filing Party:

         (4)      Date Filed:





<PAGE>



                              ENDEAVOR SERIES TRUST

                             2101 East Coast Highway

                                    Suite 300

                        Corona del Mar, California 92625


                                 August 18, 2000


Dear Contract Owner:

         As an Owner of a variable annuity  contract (the "Contract")  issued by
PFL Life Insurance Company or AUSA Life Insurance Company,  Inc. (the "Insurance
Companies"),  you have the right to instruct the Insurance Companies how to vote
certain  shares of the Endeavor  Value Equity  Portfolio,  Endeavor  Opportunity
Value Portfolio and Endeavor Select Portfolio (the "Portfolios") of the Endeavor
Series Trust (the "Trust") at a Special  Meeting of  Shareholders  to be held on
September  25,  2000.  Although  you  are  not  directly  a  shareholder  of the
Portfolios,  some or all of your Contract value is invested, as provided by your
Contract,  in one or more of these Portfolios.  Accordingly,  you have the right
under  your  Contract  to  instruct  the  Insurance  Companies  how to vote each
Portfolio's  shares  that  are  attributable  to your  Contract  at the  Special
Meeting.  Before the Special  Meeting,  I would like your vote on the  important
proposal described in the accompanying Notice of Special Meeting of Shareholders
and  Proxy  Statement.  For  each  Portfolio,  you  will be  asked to vote on an
Amendment  to  the  Management  Agreement.   The  Amendment  will  increase  the
management fees payable with respect to the 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. The Manager
has the  ability,  without  shareholder  approval,  to  terminate a  Portfolio's
investment adviser and retain a new investment  adviser.  In the exercise of its
managerial  oversight,  the  Manager  has  determined  to  replace  the  current
investment  adviser of each Portfolio and retain Capital  Guardian Trust Company
as investment adviser to the Endeavor Value Equity Portfolio and Endeavor Select
Portfolio,  and Jennison  Associates  LLC as investment  adviser to the Endeavor
Opportunity Value Portfolio.

         To obtain these quality investment advisers, the Manager is required to
pay  higher  investment  advisory  fees than are  currently  being  paid to each
Portfolio's  current investment  adviser.  Therefore,  the Manager has asked the
Trustees for an increase in the management fee to cover the additional costs.

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

         You may think that your vote is not  important,  but it is. Please take
the time to  familiarize  yourself with the proposal and to sign and return your
proxy card(s) in the enclosed  postage-paid envelope today. You may receive more
than one proxy card if you own shares in more than one  Portfolio.  Please  sign
and  return  each  card you  receive.  You may also  vote by  calling  toll-free
1-888-221-0697,   or  via  the  Internet  at   www.proxyweb.com,   if  eligible.
Instructions  on how to complete the proxy card,  vote by telephone,  or via the
Internet are included immediately after the Notice of Special Meeting.


     If you have any questions about the proxy, please call our proxy solicitor,
D.F. King & Co., Inc., at 1- 888-242-8149.



     If we do not receive your completed proxy card(s) within several weeks, you
may be contacted by D.F. King & Co., Inc. 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 Value Equity Portfolio

                      Endeavor Opportunity Value Portfolio

                            Endeavor Select Portfolio

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

                        To be Held on September 25, 2000

To the Shareholders of Endeavor Series Trust:

         NOTICE IS HEREBY GIVEN THAT a Special  Meeting of the  Shareholders  of
the Endeavor Value Equity  Portfolio,  Endeavor  Opportunity Value Portfolio and
Endeavor   Select   Portfolio  of  Endeavor   Series  Trust  (the  "Trust"),   a
Massachusetts  business trust, will be held at the offices of PFL Life Insurance
Company,  4333 Edgewood Road,  N.E.,  Cedar Rapids,  Iowa 52499 on September 25,
2000 at 10:00 a.m. Central 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.

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

         The Board of Trustees  has fixed the close of business on July 28, 2000
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

                                          Gail Hanson

                                          Secretary


August 18, 2000



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,  OR FOLLOW THE
INSTRUCTIONS  IN THE  MATERIALS  RELATING  TO  TELEPHONIC  OR  INTERNET  VOTING.
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  fourteen-digit  "CONTROL NO." in the upper left corner of your
ballot . This control number is the key to casting your vote over the telephone.


3.       Dial 1-888-221-0697.

4.       Follow the simple recorded instructions.


                    INSTRUCTIONS FOR VOTING OVER THE INTERNET

To vote your proxy via the Internet follow the four easy steps below.

1.       Read the accompanying proxy information and ballot.

2.       Go to www.proxyweb.com.

3. Enter the  fourteen-digit  "CONTROL  NO." from the upper left  corner of your
proxy card.

4.       Follow the simple online instructions.

If you hold your shares through an intermediary, please refer to your proxy card
to determine if the intermediary  permits you to vote via another Internet site,
and follow  the  instructions  provided  on the proxy  card.  You do not need to
return your proxy card if you vote via an Internet site.


<PAGE>






                              ENDEAVOR SERIES TRUST

                         Endeavor Value Equity Portfolio

                      Endeavor Opportunity Value Portfolio

                            Endeavor Select Portfolio

                             2101 East Coast Highway

                                    Suite 300

                        Corona del Mar, California 92625

                         SPECIAL MEETING OF SHAREHOLDERS

                               September 25, 2000

                                 PROXY STATEMENT


         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of Trustees of Endeavor  Series Trust (the  "Trust") for
each of the Endeavor  Value Equity  Portfolio,  the Endeavor  Opportunity  Value
Portfolio and the Endeavor Select Portfolio (the "Portfolios") of the Trust, for
use at a Special  Meeting of  Shareholders of the Portfolios to be held at 10:00
a.m.  Central  Time on September  25, 2000 at the offices of PFL Life  Insurance
Company,   4333  Edgewood  Road,  N.E.,  Cedar  Rapids,   Iowa  52499,  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 August 18, 2000. In addition to
solicitations  of proxies by mail,  beginning on or about August 28, 2000, proxy
solicitations  may also be made by  telephone,  e-mail  or  personal  interviews
conducted by officers of the Trust;  regular  employees  of Endeavor  Management
Co., the Trust's manager (the "Manager"); PFPC Inc., 101 Federal Street, Boston,
MA 02110, the Trust's  transfer agent;  D.F. King & Co., Inc., the Trust's proxy
solicitor;  or other  representatives  of the Trust. The Trust has retained D.F.
King & Co.,  Inc.  as the Trust's  proxy  solicitor  for the Special  Meeting of
Shareholders.  The estimated  cost of the proxy  solicitation  is  approximately
$16,000.  The costs of solicitation and the expenses incurred in connection with
preparing this Proxy  Statement and its  enclosures  will be paid equally by the
Trust and by 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.


         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 with  respect to a Portfolio  is not present at the Special
Meeting,  or if a quorum is present but sufficient votes to approve the proposal
are not received,  the persons  named as proxies on the enclosed  proxy card may
propose  one or more  adjournments  of the  Special  Meeting  to permit  further
solicitation of proxies.  In determining whether to adjourn the Special Meeting,
the following factors may be considered:  the nature of the proposal that is 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 the  proposal  in this  Proxy
Statement  for one or more of the  Portfolios  if  sufficient  votes  have  been
received for approval  even if a quorum is not present with respect to any other
Portfolio.  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 Portfolio entitled to vote at the Special Meeting.

         The Board of Trustees  has fixed the close of business on July 28, 2000
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 as follows:


                  Endeavor Value Equity Portfolio               10,982,209.599

                  Endeavor Opportunity Value Portfolio          3,596,635.888

                  Endeavor Select Portfolio                     4,197,410.306


         PFL Life Insurance  Company ("PFL Life") and its  affiliate,  AUSA Life
Insurance  Company,  Inc. ("AUSA Life"),  are the owners of all of the Shares of
each Portfolio and as such have the right to vote upon certain  matters that are
required by the Investment  Company Act of 1940, as amended (the "1940 Act"), to
be approved or ratified by the  shareholders  and to vote upon any other  matter
that may be voted  upon at a  shareholders'  meeting.  Each of PFL Life and AUSA
Life  will vote the  Shares of each  Portfolio  for the  owners of the  variable
annuities  issued  by it  (the  "Contracts")  in  accordance  with  instructions
received  from the Contract  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 and AUSA Life will also vote
any shares in separate  accounts that they own and which are not attributable to
Contracts  in the same  proportion.  Each full Share is entitled to one vote and
any fractional Share is entitled to a fractional vote.


         As of July 31,  2000,  the  officers and the Trustees of the Trust as a
group beneficially owned less than 1% of the Shares of each Portfolio.

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

         --       indicate your instructions on the enclosed proxy card;

         --       date and sign the proxy card;

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

         --       allow sufficient time for the proxy card to be received on or
                  before 10:00 a.m. Central Time on September 25, 2000.

         You may also vote by telephone or via the  Internet.  Instructions  for
voting by telephone or via the Internet appear  immediately  after the Notice of
Special Meeting at the front of this Proxy Statement.

                             SUMMARY OF THE PROPOSAL

         The Manager currently provides  investment advisory services to each of
the  Portfolios  under a management  agreement  dated July 22, 1999, and amended
April 28, 2000 (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.

         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  as set  forth  in the  Current
Management  Agreement  but would receive an increased  management  fee from each
Portfolio.

         At a meeting of the Trustees of the Trust held on July 24, 2000, all of
the  Trustees  present,  including  a  majority  of the  Trustees  who  are  not
"interested  persons" (the "Independent  Trustees") of the Trust or the Manager,
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.  As of July 31, 2000,  the Trust had  fourteen  portfolios,
three of which are the Endeavor  Value Equity  Portfolio,  Endeavor  Opportunity
Value Portfolio and Endeavor Select  Portfolio.  As described below with respect
to the change of investment advisers for each of the Portfolios,  Endeavor Value
Equity  Portfolio  will  change its name to Capital  Guardian  Value  Portfolio,
Endeavor  Opportunity  Value  Portfolio will change its name to Jennison  Growth
Portfolio,  and  Endeavor  Select  Portfolio  will  change  its name to  Capital
Guardian Global  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.
Transamerica  Capital,  Inc.,  an  affiliate of the  Manager,  4600 S.  Syracuse
Street,   Suite  1180,   Denver,   Colorado  80237,  is  the  Trust's  principal
underwriter.

         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 (the "Adviser") for investment services
for each of the  Portfolios  and reviews the  Adviser's  activities.  Currently,
OpCap  Advisors,  a  subsidiary  of  Oppenheimer  Capital,  provides  investment
advisory  services to the  Endeavor  Value  Equity  Portfolio  and the  Endeavor
Opportunity  Value Portfolio and Montgomery Asset Management LLC  ("Montgomery")
provides  investment  advisory  services to the Endeavor Select  Portfolio.  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.

         Section 15(a) of the 1940 Act requires that all agreements  under which
persons  serve as  investment  managers or  investment  advisers  to  investment
companies be approved by  shareholders.  The Securities and Exchange  Commission
has  granted  exemptive  relief  to the Trust and the  Manager  which  generally
permits the Manager,  subject to the approval of the Board of Trustees,  to: (i)
select  Advisers  for  each of the  Trust's  Portfolios;  (ii)  enter  into  and
materially modify existing  investment  advisory  agreements between the Manager
and the Advisers; and (iii) terminate and replace the Advisers without obtaining
approval of the relevant Portfolio's shareholders.

The Proposed Amendment

         In  the   exercise   of  its   Portfolio   oversight   and   management
responsibility,  the  Manager  has  determined  to replace  OpCap  Advisors  and
Montgomery as Advisers to the Portfolios.  The primary factors considered by the
Manager in reaching this  determination  were the relatively poor performance of
the Endeavor Value Equity Portfolio and the Endeavor Opportunity Value Portfolio
and the  significant  change in  investment  style  and  portfolio  managers  at
Montgomery.


         After reviewing potential replacement Advisers, the Manager proposed to
the  Board of  Trustees  and,  on July 24,  2000,  all of the  Trustees  present
approved the  termination  of OpCap  Advisors as Adviser to the  Endeavor  Value
Equity Portfolio and the Endeavor  Opportunity Value Portfolio and Montgomery as
Adviser to the  Endeavor  Select  Portfolio.  Further,  on July 24,  2000 all of
Trustees present approved investment advisory agreements between the Manager and
Capital Guardian Trust Company ("Capital Guardian") with respect to the Endeavor
Value Equity  Portfolio (to be renamed the Capital Guardian Value Portfolio) and
the  Endeavor  Select  Portfolio  (to be renamed  the  Capital  Guardian  Global
Portfolio) and an investment advisory agreement between the Manager and Jennison
Associates  LLC  ("Jennison")  with  respect to the Endeavor  Opportunity  Value
Portfolio  (to be renamed the  Jennison  Growth  Portfolio).  Information  about
Capital  Guardian  and  Jennison  is set  forth  in  Appendix  B to  this  Proxy
Statement.


         The new  investment  advisory  agreements  with  Capital  Guardian  and
Jennison  provide  for  payment of  investment  advisory  fees by the Manager to
Capital  Guardian and Jennison in amounts  greater than the investment  advisory
fees currently paid by the Manager to OpCap Advisors and  Montgomery.  Set forth
below is the schedule of fees as a percentage  of average  daily net assets paid
by the  Manager  to OpCap  Advisors  and  Montgomery  and the fees  that will be
payable to Capital Guardian and Jennison.

     Portfolio                                               Adviser/Fee

Endeavor Value Equity                              OLD - OpCap Advisors - 0.40%

                                                            NEW    -     Capital
                                                            Guardian  - 0.50% up
                                                            to   $150   million;
                                                            0.45% in  excess  of
                                                            $150  million  up to
                                                            $300 million;  0.35%
                                                            in  excess  of  $300
                                                            million  up to  $500
                                                            million;   0.30%  in
                                                            excess    of    $500
                                                            million

Endeavor Opportunity Value                         OLD - OpCap Advisors - 0.40%

                                                   NEW - Jennison - 0.50% up to
                                                         $300 million; 0.45% in
                                                         excess of $300 million

Endeavor Select                                     OLD -  Montgomery  -  0.60%
                                                            (prior   to  May  1,
                                                            2000,     Montgomery
                                                            received  a  fee  of
                                                            0.70%    which   was
                                                            voluntarily  reduced
                                                            to 0.60%)


                                                            NEW    -     Capital
                                                            Guardian  - 0.65% up
                                                            to   $150   million;
                                                            0.55% in  excess  of
                                                            $150  million  up to
                                                            $300 million;  0.45%
                                                            in  excess  of  $300
                                                            million  up to  $500
                                                            million;   0.40%  in
                                                            excess    of    $500
                                                            million


         As a result of the increased  investment  advisory costs to the Manager
for each Portfolio at current net asset levels,  the Manager proposed and all of
the  Trustees  present at the Board  meeting  approved,  subject to  shareholder
approval,  increases in the  management  fee paid to the Manager with respect to
each  Portfolio.  Although  the  proposed  new fee  schedule  will  increase the
management  fee paid by the  Portfolios,  the new fee schedule at current  asset
levels will not increase  and,  with  respect to the  Endeavor  Value Equity and
Endeavor  Opportunity  Value  Portfolios,  will  decrease  the amount of the fee
retained by the Manager.  The full amount of the fee increase  will be passed on
to the new  Advisers.  Management's  primary goal in the new fee schedule was to
compensate the new Advisers at competitive levels, while generally  maintaining,
if  Portfolio  assets  grow,  the amount of the  management  fee retained by the
Manager at the current level.


         Basis for the Board's  Recommendation.  In evaluating and approving the
Amendment,  the Board,  including the Independent Trustees, in consultation with
their  separate  counsel,  requested and evaluated  information  provided by the
Manager which, in its opinion, constituted all the information necessary for the
Board to form a judgment as to whether the new management  fees set forth in the
Amendment would be in the best interest of each Portfolio and the shareholders.

         In recommending  that  shareholders  approved the Amendment,  the Board
considered all factors that it deemed relevant, including:

           (i) the investment  management  fees and other expenses that would be
paid by the Portfolios under the Amendment as compared to those of similar funds
managed by other investment advisers. The Trustees noted in particular that, for
each Portfolio,  the new investment  management fee would be within the range of
contractual  fee rates at  similar  asset  levels for funds  within the  current
variable insurance  marketplace having similar investment focus and asset types,
as  indicated  in  material  prepared  for the  Board  by the  Manager  based on
information  contained in publicly available documents and information  supplied
by Lipper Analytical Services;

     (ii) the impact of the proposed changes in investment  management fee rates
on each Portfolio's total expense ratio;

         (iii) the historical investment performance of each Portfolio,  as well
as each new Adviser's  historical  performance with comparable  mutual funds and
private accounts, portfolio managers and other investment personnel;

         (iv) their  favorable  experience in overseeing,  on an on-going basis,
the nature and quality of investment management services provided by the Manager
to the Portfolios;

         (v) current and projected  profitability  and related other benefits to
the Manager in providing investment management services to the Portfolios,  both
under the current  investment  management  fee  schedule  and the  proposed  new
investment management fee schedule; and

         (vi)  possible economies of scale in managing the Portfolios.

         In considering the Amendment, the Board concluded that the proposed new
management  fee schedule  (including  proposed  breakpoints)  will: (i) over the
long-term,  enable the Manager to continue  to provide  high-quality  investment
management  services to the Portfolios at reasonable and  competitive fee rates;
and (ii) enable the  Manager to provide  investment  management  services to the
Portfolios  at levels  consistent  with the  increased  demands  of the  current
variable products marketplace.

         For these purposes, in taking into account the Manager's profitability,
the Trustees  considered the current and anticipated  level of  profitability to
the Manager in providing  investment  management  services to the Portfolios and
pro forma  information  with respect to the total  expenses (as a percentage  of
average  daily  net  assets  of each  Portfolio)  expected  to be  borne by each
Portfolio if the Amendment was approved by shareholders of each Portfolio.

Summary of the Current Management Agreement and the Amendment


         A copy of the Current  Management  Agreement and the proposed Amendment
are attached to this Proxy Statement as Exhibit A. The following  description of
the Current Management Agreement and the Amendment is only a summary. You should
refer  to  Exhibit  A for the  complete  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 also provides that the Manager is also
responsible  for providing the Trust with office space,  office  equipment,  and
personnel necessary to operate and administer the Trust's business.  The Manager
also  supervises  the provision of services by third parties such as the Trust's
custodian and transfer agent.  PFPC Inc.  assists the Manager in the performance
of its administrative  responsibilities  to the Trust. The Manager pays the fees
and  expenses  of PFPC Inc.  pursuant  to an  administration  agreement  and the
Manager is entitled under the Current Management  Agreement to be reimbursed for
each  Portfolio's  portion of the fees and expenses  paid by the Manager to PFPC
Inc. with respect to such Portfolio. For the year ended December 31, 1999, after
waivers,  the  Manager  was  reimbursed  by the  Portfolios  for  administrative
expenses incurred by the Manager on behalf of the Portfolio as follows:

                  Endeavor Value Equity Portfolio - $45,114
                  Endeavor Opportunity Value Portfolio - $2,281
                  Endeavor Select Portfolio - $39,167

         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.  Under the
Amendment, the amount of the management fee will increase. 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, 1999
is set forth in Table 1. The proposed  management fee for each Portfolio and the
aggregate  amount of  compensation  that would have been paid to the Manager for
each  Portfolio  during the Trust's  fiscal year ended  December 31, 1999 is set
forth in Table 2.

<TABLE>
<CAPTION>
                                     TABLE 1

-------------------------- ----------------------------------- --------------------------------------------
        Portfolio                    Management Fee               Aggregate Management Fee Paid During
        ---------
                                 (as a % of net assets)            Fiscal Year Ended December 31, 1999
         <S>                         <C>                                       <C>

-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor Value Equity      0.80%                               $1,856,971
-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor Opportunity       0.80%                               $364,453
Value
-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor Select*           1.10%                               $291,700
-------------------------- ----------------------------------- --------------------------------------------

*The Manager waived $834 in management fees.  Effective May 1, 2000, the Manager
reduced its  management fee to 1.00% as a result of a reduction in the Adviser's
fee from 0.70% to 0.60%. If the 1.00%  management fee had been in effect for all
of 1999, the aggregate management fee paid would have been $265,999.

                                     TABLE 2

-------------------------- ----------------------------------- --------------------------------------------
        Portfolio               Proposed Management Fee           Pro Forma Management Fee Paid During
        ---------
                                 (as a % of net assets)            Fiscal Year Ended December 31, 1999

-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor                   Value  Equity  0.85%  up  to  $300   million;   0.80%
                           $1,972,966  in  excess  of  $300  million  up to $500
                           million; 0.775% in excess of $500 million.

-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor Opportunity       0.85%                               $387,457
Value
-------------------------- ----------------------------------- --------------------------------------------
-------------------------- ----------------------------------- --------------------------------------------
Endeavor Select            1.05% up to $150 million; 1.00%     $279,299
                           in excess of $150 million up to
                           $300 million; 0.95% in excess of
                           $300 million up to $500 million;
                           0.925% in excess of $500 million.
-------------------------- ----------------------------------- --------------------------------------------
</TABLE>

         Table A in Appendix A to this Proxy  Statement  shows:  the  annualized
level of all fees and expenses  incurred by each Portfolio during the year ended
December 31, 1999 under the current  investment  management  fee  schedule;  the
annualized  level of all fees and expenses that would have been incurred by each
Portfolio  during the year  ended  December  31,  1999  under the  proposed  new
investment  management fee schedule;  and the dollar and percentage  differences
between the two.

         Table B in  Appendix  A also  contains  a fee table for each  Portfolio
showing the actual level of all recurring  expenses under the Current Management
Agreement and the estimated  overall  expense  levels under the Amendment if the
Amendment had been in effect for the year ended December 31, 1999.


         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; (14) administrative  expenses paid by the Manager on
behalf  of the  Trust;  and  (15)  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


         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
a factor  in the  selection  of  broker-dealers,  as  described  in the  Trust's
prospectus.


         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.

         The new Adviser to the Endeavor Opportunity Value Portfolio may execute
portfolio  transactions  through  certain of its 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, 1999,  Endeavor Value Equity  Portfolio
and  Endeavor   Opportunity   Value   Portfolio   paid   $296,817  and  $44,641,
respectively,  in brokerage  commissions.  For the year ended December 31, 1999,
Endeavor  Select  Portfolio paid $156,177 in brokerage  commissions of which $33
(0.02%) was paid to Montgomery Securities, Inc., an affiliate of the Portfolio's
current Adviser.

Brokerage Enhancement Plan


         The Trust has adopted, in accordance with the substantive provisions of
Rule 12b-1 under the 1940 Act, a  Brokerage  Enhancement  Plan (the  "Plan") for
each of its Portfolios. The Plan uses available brokerage commissions to promote
the sale and distribution of each Portfolio's shares.  Under the Plan, the Trust
uses  recaptured  commissions  to pay  for  distribution  expenses.  Except  for
recaptured commissions,  unlike asset based charges imposed by many mutual funds
for sales expenses,  neither the Trust nor any Portfolio of the Trust will incur
any additional fees or charges to pay distribution expenses.


         Under the Plan, the Manager is authorized to direct investment advisers
to use certain  broker-dealers  for securities  transactions.  (The duty of best
price and execution still applies to these  transactions.)  These broker-dealers
have agreed to give a percentage of their  commission from the sale and purchase
of securities to  Transamerica  Capital,  Inc.,  the  distributor of the Trust's
shares.

         Transamerica  Capital, Inc. does not make any profit from participating
in the Plan.  It is  obligated  to use any money  given to it under the Plan for
distribution  expenses  (other  than a minimal  amount  to defray  its legal and
administrative  costs).  The rest will be spent on activities  that are meant to
result in the sale of the Portfolios' shares, including:

     - holding or  participating  in seminars and sales  meetings  promoting the
sale of the Portfolios' shares

     - paying marketing fees requested by broker-dealers who sell Contracts

         -        training sales personnel

     -  compensating   broker-dealers   and/or  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

         -        creating and mailing advertising and sales literature.


         For the year  ended  December  31,  1999,  Transamerica  Capital,  Inc.
received an aggregate of $829,876  pursuant to the Plan,  of which  $175,545 was
attributable to the Endeavor Value Equity Portfolio and $26,151 was attributable
to the Endeavor  Opportunity Value Portfolio.  In 1999, $888,475 generated under
the Plan  (including  amounts  generated in prior years) was utilized to pay the
costs of seminars and sales meetings.

Other Information

         The Current  Management  Agreement  with respect to the  Portfolios was
approved  by  the  Trustees  of the  Trust  (including  all  of the  Independent
Trustees) on March 1, 1999,  and by the  shareholders  of the each  Portfolio on
July 2, 1999 in connection  with the  acquisition of the Manager by AUSA Holding
Company ("AUSA").


         AUSA, 4333 Edgewood Road, N.E., Cedar Rapids,  Iowa 52499, an affiliate
of PFL Life and AUSA Life, owns all of the Manager's  outstanding  common stock.
AUSA is an indirect  wholly-owned  subsidiary  of AEGON USA,  Inc.,  a financial
services  holding company whose primary emphasis is on life and health insurance
and annuity and investment products. AEGON USA, Inc. is an indirect wholly-owned
subsidiary of AEGON N.V., a Netherlands  corporation  which is a publicly traded
international insurance group. The directors and principal executive officers of
the  Manager,  along with the  principal  occupation  of each,  are set forth in
Exhibit B.


     In July  1999,  Vincent J.  McGuinness,  members  of his  immediate  family
including Vincent J. McGuinness,  Jr., and certain family trusts sold all of the
outstanding  common  stock of the  Manager to AUSA.  Vincent J.  McGuinness  and
Vincent J. McGuinness,  Jr. are Trustees of the Trust and Mr. McGuinness, Jr. is
the Trust's President. In connection with this transaction, amounts in excess of
the original  purchase  price are payable in the future  depending  upon certain
increases in the Trust's total assets.

                                  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 any
one of the Portfolios, Endeavor Management Co. would continue as Manager of that
Portfolio  under the terms of the  Current  Management  Agreement  without  such
Amendment.


                                  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 PFPC
Inc., Mail Zone BOS610, 101 Federal Street, Boston, MA 02110.


Shareholders' Request for Special Meeting

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

Other Matters to Come Before the Meeting

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

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


August 18, 2000




<PAGE>



                                   APPENDIX A

                                     TABLE A

         The table below shows (i) the annualized level of all fees and expenses
incurred by each Portfolio under the current investment  management fee schedule
during the year ended December 31, 1999,  (ii) the annualized  level of all fees
and expenses that would have been incurred by each  Portfolio  under the amended
management  fee schedule  during the year ended December 31, 1999, and (iii) the
dollar difference and percentage differences between the two.
<TABLE>
<CAPTION>

----------------------------- ----------------------- -------------------- ----------------------- ----------------------
                                                                                                   % Difference Between

                                                                             Difference Between       Current and Pro
                                                           Pro Forma       Current And Pro Forma   Forma Aggregate Fees

                                Current Aggregate     Aggregate Fees and     Aggregate Fees and        and Expenses
                                Fees and Expenses          Expenses               Expenses

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

----------------------------- ----------------------- -------------------- ----------------------- ----------------------
----------------------------- ----------------------- -------------------- ----------------------- ----------------------
Endeavor Value Equity         0.95%                   1.00%                $116,057                5.3%
----------------------------- ----------------------- -------------------- ----------------------- ----------------------
----------------------------- ----------------------- -------------------- ----------------------- ----------------------
Endeavor Opportunity Value    0.91%                   0.96%                $22,792                 5.5%
----------------------------- ----------------------- -------------------- ----------------------- ----------------------
----------------------------- ----------------------- -------------------- ----------------------- ----------------------
Endeavor Select               1.39%*                  1.44%                $13,300                 3.6%
----------------------------- ----------------------- -------------------- ----------------------- ----------------------

         *Effective  May 1, 2000,  the  Manager  reduced its  management  fee by
0.10%,  which  reduction is reflected in current  aggregate  fees and  expenses.
Actual 1999 current aggregate fees and expenses were 1.49%.

</TABLE>

<PAGE>



                                     TABLE B

                  PORTFOLIO BY PORTFOLIO FEE TABLE COMPARISONS


         The  tables  provided  below  compare  the  actual  overall   recurring
Portfolio  expenses  under the Current  Management  Agreement for the year ended
December 31, 1999 and the estimated overall recurring  Portfolio  expenses under
the proposed  Amendment if the  Amendment  had been in effect for the year ended
December  31,  1999.  The tables and  examples do not reflect  separate  account
expenses,  including  sales  loads.  Each table  reflects  the annual  Portfolio
operating expenses calculated as a percentage of average daily net assets.


         The  Examples  are to help you  compare  the cost of  investing  in the
Portfolios  with the cost of  investing  in other  funds.  They  assume that you
invest  $10,000 in each  Portfolio  for the time periods  indicated and then you
redeem all of your shares at the end of those periods.  The Examples also assume
that (i)  your  investment  has a 5%  return  each  year,  (ii) the  Portfolio's
operating  expenses stay the same, and (iii) all dividends and distributions are
reinvested.  The Examples are presented on a current and pro-forma  basis.  Your
actual costs may be higher or lower.

                         ENDEAVOR VALUE EQUITY PORTFOLIO

                                      Current                         Pro Forma

Management Fee                          0.80%                            0.85%
12b-1 Fees (1)                          0.08%                            0.08%
Other Expenses                          0.07%                            0.07%
                                        -----                            -----
Total Portfolio Operating Expenses      0.95%                            1.00%

Example:  After 1 year                $97                              $102
                  After 3 years       $303                             $318
                  After 5 years       $525                             $552
                  After 10 years      $1,166                           $1,225

                      ENDEAVOR OPPORTUNITY VALUE PORTFOLIO

                                      Current                       Pro Forma

Management Fee                            0.80%                      0.85%
12b-1 Fees (1)                            0.06%                      0.06%
Other Expenses                            0.05%                      0.05%
                                          -----                      -----
Total Portfolio Operating Expenses        0.91%                      0.96%

Example:  After 1 year                      $93             $98
                  After 3 years             $290            $306
                  After 5 years             $504            $531
                  After 10 years            $1,120          $1,178

                            ENDEAVOR SELECT PORTFOLIO

                                 Current                         Pro Forma

Management Fee                     1.00%                            1.05%
12b-1 Fees                          ---                              ---
Other Expenses                     0.39%                            0.39%
                                   -----                            -----
Total Portfolio Operating Expenses  1.39%                            1.44%

Example:  After 1 year                 $142                             $147
                  After 3 years        $440                             $456
                  After 5 years        $761                             $787
                  After 10 years       $1,669                           $1,724

(1)      The  Board of  Trustees  of the  Trust has  authorized  an  arrangement
         whereby,  subject to best price and execution,  executing  brokers will
         share commissions with the Trust's affiliated broker. Under supervision
         of  the  Trustees,   the   affiliated   broker  uses  the   "recaptured
         commissions" to promote  marketing of the Trust's shares.  The staff of
         the Securities and Exchange  Commission  believes that, through the use
         of these  recaptured  commissions,  the Trust is indirectly  paying for
         distribution expenses and that such amounts must be shown as 12b-1 fees
         in the above table.  The use of recaptured  commissions  to promote the
         sale of the Trust's shares involves no additional costs to the Trust or
         any Contract  owner.  The Trust,  based on advice of counsel,  believes
         that recaptured  brokerage  commissions  should not be treated as 12b-1
         fees. The amounts shown as 12b-1 fees for 1999 reflect the actual 12b-1
         fees for 1999. Because the 12b-1 fees reflect  recaptured  commissions,
         rather than a fee charged as a percentage of assets,  the actual amount
         of 12b-1 fees  treated as expenses  will vary from year to year and may
         be higher or lower than the 12b-1 fees incurred in 1999.


<PAGE>



                                   APPENDIX B

   INFORMATION CONCERNING CAPITAL GUARDIAN TRUST COMPANY ("CAPITAL GUARDIAN")


     Capital   Guardian  is  a   wholly-owned   subsidiary   of  Capital   Group
International,  Inc.,  which itself is a wholly-owned  subsidiary of The Capital
Group Companies,  Inc. The Chairman of Capital Guardian is David I. Fisher.  The
other  directors of Capital  Guardian  are Timothy D.  Armour,  Andrew F. Barth,
Michael D. Beckman, Larry P. Clemmensen,  Kevin G. Clifford,  Roberta A. Conroy,
Michael  Ericksen,  William H. Hurt,  Nancy J. Kyle,  Karin L. Larson,  D. James
Martin, James R. Mullaly,  Jason M. Pilalas,  Robert Ronus, James F. Rothenberg,
Theodore R. Samuels, Lionel M. Sauvage, John H. Seiter, Eugene P. Stein and Shaw
B. Wagener. =


         Capital  Guardian has been  providing  investment  management  services
since 1968 and managed  approximately  $123 billion in assets as of December 31,
1999.

         Capital Guardian uses a multiple  portfolio  manager system under which
each Portfolio is divided into several  segments.  Each segment is  individually
managed  with the  portfolio  manager  free to decide on  company  and  industry
selections  as well as  valuation  and  transaction  assessment.  An  additional
portion of each Portfolio is managed by a group of investment research analysts.

         The individual  portfolio managers,  as applicable,  of each segment of
each Portfolio, other than that managed by the group of research analysts, would
be as follows:

o  Donnalisa  P. Barnum is a Senior Vice  President  and a portfolio  manager of
Capital Guardian. She joined the Capital organization in 1986. (Capital Guardian
Value Portfolio)

o Michael R. Erickson is a Director, Senior Vice President and portfolio manager
of  Capital  Guardian.  He joined the  Capital  organization  in 1987.  (Capital
Guardian Global Portfolio)

o David I. Fisher is  Chairman of the Board and a Director of Capital  Guardian.
He joined the Capital organization in 1969. (Capital Guardian Global Portfolio)

o  Richard  N.  Haves is a Senior  Vice  President  of  Capital  Guardian  and a
portfolio manager with research responsibilities for Capital Guardian. He joined
the Capital organization in 1986. (Capital Guardian Global Portfolio)

o Nancy J. Kyle is a Director and Senior Vice President of Capital Guardian. She
joined the Capital organization in 1991. (Capital Guardian Global Portfolio)

o Christopher  A. Reed is a Vice  President of Capital  International  Research,
Inc. with portfolio management  responsibilities for Capital Guardian. He joined
the Capital organization in 1994. (Capital Guardian Global Portfolio)

o Robert Ronus is a Director and  President of Capital  Guardian.  He joined the
Capital organization in 1972. (Capital Guardian Global Portfolio)

o Theodore  R.  Samuels  is a Director  and  Senior  Vice  President  of Capital
Guardian.  He joined the Capital  organization in 1981.  (Capital Guardian Value
Portfolio)

o Lionel M. Sauvage is a Director and Senior Vice President of Capital Guardian.
He joined the Capital organization in 1987. (Capital Guardian Global Portfolio)

o Nilly  Sikorsky is President  and Managing  Director of Capital  International
S.A. with portfolio management responsibilities for Capital Guardian. She joined
the Capital organization in 1962. (Capital Guardian Global Portfolio)

o Rudolf M.  Staehelin  is a Senior  Vice  President  and  Director  of  Capital
International  Research,  Inc. with portfolio  management  responsibilities  for
Capital Guardian.  He joined the Capital organization in 1981. (Capital Guardian
Global Portfolio)

o    Eugene P. Stein is Director,  Executive Vice President, and Chairman of the
     Investment   Committee  of  Capital  Guardian  with  portfolio   management
     responsibilities. He joined the Capital organization in 1972.

     (Capital Guardian Value Portfolio)

             INFORMATION CONCERNING JENNISON ASSOCIATES LLC ("JENNISON")

         Jennison  is a  wholly-owned  subsidiary  of The  Prudential  Insurance
Company of America.  Jennison has served as an investment  adviser to investment
companies  since 1990 and managed  approximately  $59.1  billion in assets as of
December 31, 1999.

         The day-to-day  investment  management  decisions for the Portfolio are
made by:

o                 Kathleen   McCarragher  -  an  Executive   Vice  President  of
                  Jennison,   is  also  Jennison's   Growth  Equity   Investment
                  Strategist. Ms. McCarragher joined Jennison in 1998 after a 17
                  year investment career,  including  positions at Weiss, Peck &
                  Greer (1992 to 1998) as a portfolio  manager and State  Street
                  Research  and  Management  Co.,  where she was a member of the
                  Investment Committee.

o                 Michael  A.  Del  Balso  -  an  Executive  Vice  President  of
                  Jennison,  where he has been part of the investment team since
                  1972, is also Jennison's Director of Equity Research.


<PAGE>



                                      A-1-6

                                                              EXHIBIT A-1

                              MANAGEMENT AGREEMENT

                                  July 22, 1999

Endeavor Management Co.
Suite 300
2101 East Coast Highway
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.,  a  California   corporation,   (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 separate investment  portfolios
set  forth in  Schedule  A. 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  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 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.

         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;

     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

         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 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 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:  /s/ Vincent J. McGuinness Jr.
                                                -----------------------------
Accepted:
ENDEAVOR MANAGEMENT CO.

By:  /s/ Vincent J. McGuinness


<PAGE>



                                   SCHEDULE A

                                              Percentage of daily net assets

Portfolio

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 Portfolio       .90% of average
                                                  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 Portfolio      .65% of average
                                                  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

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

Endeavor Janus Growth Portfolio                   0.80% of average
                                                  daily net assets


<PAGE>






                                                               EXHIBIT A-2

                     AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT

     This Amendment No. 1 to the Management  Agreement (the  "Agreement")  dated
July 22, 1999, by and between Endeavor Series Trust and Endeavor  Management Co.
(the "Manager"), is entered into effective the 28th day of April, 2000.

         WHEREAS  the  Agreement  provides  for the  Manager to provide  certain
services to the Trust for which the Manager is to receive agreed upon fees; and

     WHEREAS  the Manager and the Trust  desire to make  certain  changes to the
Agreement;

         NOW,  THEREFORE,  the  Manager  and the  Trust  hereby  agree  that the
Agreement is amended as follows:

     1.  Schedule A of the  Agreement  regarding  management  fees is amended as
follows, to be effective as of May 1, 2000:


          Portfolio                              Percentage of daily net assets
         ---------                              ------------------------------
      Endeavor Select Portfolio                              1.00%

     2. All other terms and  conditions  of the  Agreement  shall remain in full
force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the 28th day of April, 2000.

                                                  ENDEAVOR SERIES TRUST



                                              By:/s/Michael Pond
                                              Name: Michael Pond
                                              Title: Executive Vice President


                                                    ENDEAVOR MANAGEMENT CO.



                                                By:/s/Michael Pond
                                                Name: Michael Pond
                                               Title: President



<PAGE>




                                      A-3-2

                                                                  EXHIBIT A-3


                     AMENDMENT NO. 2 TO MANAGEMENT AGREEMENT


     This Amendment No. 2 to the Management  Agreement (the  "Agreement")  dated
July 22, 1999,  as amended on April 28,  2000,  by and between  Endeavor  Series
Trust (the "Trust") and Endeavor Management Co. (the "Manager"), is entered into
effective October 9, 2000.



         1. Investment  Description;  Appointment.  Pursuant to Section 1 of the
Agreement  the Trust hereby  notifies the Manager  that it has  established  one
additional  investment  portfolio (the "New Investment  Portfolio"),  namely the
CAPITAL  GUARDIAN U.S.  EQUITY  PORTFOLIO and that the New Investment  Portfolio
should be included as "Portfolios" as that term is defined in the Agreement.


         2.  Management  Fees.  Schedule A to the Agreement  attached  hereto is
hereby amended to reflect the management fee payable with respect to the Capital
Guardian  U.S.  Equity  Portfolio as well as revisions  to the  management  fees
payable with  respect to the Capital  Guardian  Value  Portfolio  (formerly  the
Endeavor  Value Equity  Portfolio),  Jennison  Growth  Portfolio  (formerly  the
Endeavor  Opportunity  Value  Portfolio) and Capital  Guardian Global  Portfolio
(formerly the Endeavor Select Portfolio).


     3.  Miscellaneous.  All other terms and  conditions of the Agreement  shall
remain in full force and effect.



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on the day of September, 2000.


                                                  ENDEAVOR SERIES TRUST


                                                  By:
                                                 -===========================

                                                 Authorized Officer

                                                 ENDEAVOR MANAGEMENT CO.


                                                 By:
                                                  ==========================

                                                  Authorized Officer


<PAGE>


<TABLE>
<CAPTION>


                                   SCHEDULE A

                        Portfolio                                       Percentage of daily net assets
                        ---------                                       ------------------------------
                <S>                                                    <C>

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 Portfolio                 .90% of average daily net assets

Capital Guardian U.S. Equity Portfolio                      .85% of first $300 million of average daily net
                                                            assets; .80% of average daily net assets over $300
                                                            million up to $500 million; .775% of average daily net
                                                            assets over $500 million


Dreyfus Small Cap Value Portfolio                           .80% of average daily net assets



Dreyfus U.S. Government Securities Portfolio                .65% of average 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

Jennison Growth Portfolio                                   .85% of average daily net assets

Endeavor Enhanced Index Portfolio                           .75% of average daily net assets

Capital Guardian GlobalPortfolio                            1.05%  of
                                                            first  $150  million
                                                            of average daily net
                                                            assets;   1.00%   of
                                                            average   daily  net
                                                            assets   over   $150
                                                            million  up to  $300
                                                            million;   .95%   of
                                                            average   daily  net
                                                            assets   over   $300
                                                            million  up to  $500
                                                            million;   .925%  of
                                                            average   daily  net
                                                            assets   over   $500
                                                            million

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


Endeavor Janus Growth Portfolio                              .80% of average daily net assets



Capital Guardian Value Portfolio                            .85%  of
                                                            first  $300  million
                                                            of average daily net
                                                            assets;    .80%   of
                                                            average   daily  net
                                                            assets   over   $300
                                                            million  up to  $500
                                                            million;   .775%  of
                                                            average   daily  net
                                                            assets   over   $500
                                                            million

</TABLE>


<PAGE>




                                       B-1

                                                                  EXHIBIT B


                DIRECTORS AND OFFICERS OF ENDEAVOR MANAGEMENT CO.





P. Michael Pond                          President, Chief Executive Officer
2101 East Coast Highway

Suite 300
 Corona del Mar, CA  92625



Frank A. Camp                                                          Secretary
Vice President and Division General Counsel
PFL Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499

Stephen E. Price                           Chief Financial Officer (Treasurer)
Treasurer
AEGON Financial Services Group, Inc.
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499

Larry N. Norman                                                        Director
President
PFL Life Insurance Company
4333 Edgewood Road N.E.
Cedar Rapids, Iowa 52499

Bart Herbert, Jr.                                                      Director
Chief Marketing Officer
AEGON USA, Inc.
111 N. Charles St.
Baltimore, Maryland 21201

David Bullock                                                          Director
President
Transamerica Capital, Inc.
4600 S. Syracuse Street
Suite 1180
Denver, Colorado 80237





<PAGE>


<TABLE>
<CAPTION>




                         [PFL LIFE                                             VOTE TODAY BY MAIL,
                    INSURANCE COMPANY]                                   TOUCH-TONE PHONE OR THE INTERNET

                        [AUSA LIFE                                        CALL TOLL-FREE 1-888-221-0697
                 INSURANCE COMPANY, INC.]                                 OR LOG ON TO WWW.PROXYWEB.COM
                  <S>                                                            <C>

CONTROL NUMBER:                                              Please fold and detach card at perforation before
                                                                mailing

ENDEAVOR SERIES TRUST                                        THIS SOLICITATION IS BEING MADE ON BEHALF OF  THE
[ENDEAVOR VALUE EQUITY PORTFOLIO]                            BOARD OF TRUSTEES.

[ENDEAVOR OPPORTUNITY VALUE PORTFOLIO]
[ENDEAVOR SELECT PORTFOLIO]
</TABLE>

The  undersigned  contract owner,  annuitant or participant,  by completing this
form does hereby  appoint  [PFL Life  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.
Central  Time on  September  25,  2000,  at the  offices  of PFL Life  Insurance
Company,  4333  Edgewood  Road,  N.E.,  Cedar  Rapids,  Iowa  52499,  and at any
adjournments thereof.


The undersigned,  by completing this form, does hereby request that the proxy be
authorized to exercise its  discretion in voting upon such other business as may
properly come before the meeting. The undersigned hereby acknowledges receipt of
the  Notice of  Special  Meeting  and Proxy  Statement,  and  revokes  any proxy
heretofore given with respect to the votes covered by this proxy.


TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW


                                             PLEASE VOTE, DATE, SIGN EXACTLY AS
                                                YOUR NAME APPEARS AT LEFT AND
                                                RETURN THIS FORM IN THE ENCLOSED


                                                SELF-ADDRESSED ENVELOPE.


                                               Dated                    , 2000


                                               -----------------------------




                                              -------------------------------

                                                           (Signature)



<PAGE>





                Please fold and detach card at perforation before mailing



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

              Please vote by filling in the appropriate box below.

                                                        FOR   AGAINST  ABSTAIN

1.  To approve an amendment to the  management agreement

between  the Trust and Endeavor Management  Co., the
manager of the Trust





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