PFL ENDEAVOR TARGET ACCOUNT, N-3 EL/A, 1997-09-29

PFL ENDEAVOR TARGET ACCOUNT
N-3 EL/A, 1997-09-29

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<PAGE>

As filed with the Securities and Exchange
Commission on September 29, 1997

333-36297
811-08377

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---

Pre-Effective Amendment No. 1

Post-Effective Amendment No.
--- ---

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---

Amendment No. 1

PFL ENDEAVOR TARGET ACCOUNT
---------------------------
(Exact Name of Registrant)
PFL Life Insurance Company
--------------------------
(Name of Insurance Company)
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499-0001
800-525-6205

Name and Address of Agent for Service: Copy to:
Frank A. Camp, Esquire Frederick R. Bellamy, Esq.
PFL Life Insurance Company Sutherland, Asbill & Brennan LLP
4333 Edgewood Road, N.E. 1275 Pennsylvania Avenue, N.W.
Cedar Rapids, Iowa 52499 Washington, D.C. 20004-2404

DECLARATION PURSUANT TO RULE 24f-2

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant declares that an indefinite number of Securities is being registered
under the Securities Act of 1933. The Securities Act registration filing fee of
$500 has been paid.

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after effectiveness of the Registration Statement, as the
Commission, acting pursuant to said Section 8(a), shall determine.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

CROSS REFERENCE SHEET
Pursuant to Rule 495

Showing Location in Part A (Prospectus),
Part B (Statement of Additional Information) and Part C
of Registration Statement Information Required by Form N-3

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PART A
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Item of Form N-3 Prospectus Caption
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<S> <C>

1. Cover Page...................................... Cover Page

2. Table of Contents............................... Table of Contents

3. Definitions..................................... Definitions

4. Synopsis........................................ Summary of the Policy; Fee Table;
Historical Performance Data of the
Mutual Fund Account; Performance
Information

5. Condensed Financial Information................. Condensed Financial Information;
Financial Statements

6. General Description of Registrant and
Depositor

(a) Depositor.................................. PFL Life Insurance Company

(b) Registrant................................. The Endeavor Account - The Target
Account; The Target Account - General

7. Management...................................... The Endeavor Accounts; The Target
Account - General

8. Deductions and Expenses

(a) General.................................... Charges and Deductions; The Target
Account - General

(b) Sales Load %............................... N/A

(d) Commissions................................ Distributor of the Policies

(e) Expenses - Registrant...................... N/A

</TABLE>
<PAGE>

<TABLE>

<S> <C>
(f) Subaccount Expenses........................ Other Expenses Including Investment
Advisory Fees; The Target Account -
General

(g) Organizational Expenses.................... N/A

9. General Description of Variable Annuity
Policies

(a) Persons with Rights........................ The Policy; Election of Payment Option;
Annuity Payment Options; Annuity
Commencement Date; Voting Rights

(b) (i) Allocation of Premium Payments....... Allocation of Premium Payments

(ii) Transfers............................ Transfers

(iii) Exchanges............................ N/A

(c) Changes.................................... The Mutual Fund Account; Election of
Payment Option; Annuity
Commencement Date; Death of
Annuitant/Owner Prior to Annuity
Commencement Date; Beneficiary;
Amendments; The Target Account -
General

(d) Inquiries.................................. Summary of the Policy

10. Annuity Period.................................. Annuity Payment Options

11. Death Benefit................................... Death of Annuitant/Owner Prior to
Annuity Commencement Date

12. Purchase and Policy Value

(a) Purchases.................................. Policy Application and Issuance of
Policies - Premium Payments

(b) Valuation.................................. Policy Value; The Mutual Fund Account
Value; The Target Account Value

(d) Underwriter................................ Distributor of the Policies

</TABLE>
<PAGE>

<TABLE>
<S> <C>
13. Redemptions

(a) By Owners................................. Surrenders

By Annuitant.............................. N/A

(b) Texas ORP................................. Restrictions Under the Texas Optional
Retirement Program

(d) Lapse..................................... N/A

(e) Free Look................................. Summary of the Policy

14. Taxes .......................................... Certain Federal Income Tax
Consequences

15. Legal Proceedings............................... Legal Proceedings

16. Table of Contents for the Statement
of Additional Information................. Table of Contents for the Statement of
Additional Information
<CAPTION>

PART B
------

Item of Form N-3 Statement of Additional
- ---------------- Information Caption
---------------------------------------
<S> <C>
17. Cover Page....................................... Cover Page

18. Table of Contents................................ Table of Contents

19. General Information and History.................. (Prospectus) PFL Life Insurance
Company

20. Investment Objectives and Policies............... What is the Investment Strategy;
Investment Restrictions

21. Management....................................... Management

22. Investment Advisory and Other Services

(a) Investment Advisory Services............... The Investment Advisory Services

(b) Fees and Expenses of the Registrant........ N/A

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<PAGE>

(d) Custodian.................................. Transfer Agent and Custodian; Custody
of Assets

Independent Auditors....................... Independent Auditors

(e) Assets of Registrant....................... Custody of Assets

(f) Affiliated Person.......................... N/A

(g) Principal Underwriter...................... Distribution of Policies

23. Brokerage Allocations............................ Brokerage Allocation

24. Purchase and Pricing of Securities

Being Offered.................................... Distribution of the Policies

Offering Sales Load.............................. N/A

25. Underwriters..................................... Distribution of the Policies; (Prospectus)
Distributor of the Policies

26. Calculation of Performance Data.................. Historical Performance Data

27. Annuity Payments................................. (Prospectus) Election of Payment
Option; (Prospectus) Annuity Payment
Options

28. Federal Tax Matters.............................. Federal Tax Matters

29. Financial Statements............................. Financial Statements

<CAPTION>
PART C - OTHER INFORMATION
--------------------------

Item of Form N-3 Part C Caption
- ---------------- ---------------------------------------
<S> <C>

30. Financial Statements and Other Exhibits.......... Financial Statements and Exhibits

(a) Financial Statements....................... Financial Statements

(b) Exhibits................................... Exhibits

31. Directors and Officers of the
Insurance Company.......................... Directors and Officers of the Insurance
Company; Business and Other
Connections of Investment Advisor
</TABLE>
<PAGE>

<TABLE>
<S> <C>
32. Persons Controlled by or Under Common
Control with the Insurance Company
or Registrant.............................. Persons Controlled by or Under
Common Control with the Insurance
Company or Registrant

33. Number of Policyowners........................... Number of Contract Owners

34. Indemnification.................................. Indemnification

35. Business and Other Connection of
Investment Advisor......................... Directors and Officers of the Insurance
Company; Business and Other
Connections of the Investment Advisor

36. Principal Underwriters........................... Principal Underwriters

37. Location of Accounts and Records................. Locations of Accounts and Records

38. Management Services.............................. Management Services

39. Undertakings..................................... Undertakings

40. Signatures....................................... Signatures

</TABLE>
<PAGE>

PROSPECTUS_________________________________________________________ , 1997

THE ENDEAVOR PLATINUM VARIABLE ANNUITY
Issued Through
PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNTS
by
PFL LIFE INSURANCE COMPANY

The Endeavor Platinum Variable Annuity Policy is a Flexible Premium Variable
Annuity that is offered by PFL Life Insurance Company ("PFL"). You can use the
Policy to accumulate funds for retirement or other long-term financial
planning purposes. You are generally not taxed on any earnings on amounts you
invest until you withdraw them or begin to receive annuity payments. The
Policy is a "variable" annuity because the value of your investments can go up
or down based on the performance of the investment options that you select. It
is a flexible premium policy because after you purchase it you can generally
make additional investments of any amount of $50 or more, until the Annuity
Commencement Date when PFL begins making annuity payments to you.

You have fifteen investment options to choose from offered through three
accounts: the Mutual Fund Account, the Target Account, and the Fixed Account.
These include the following fourteen variable investment options:

TCW Managed Asset Allocation Target 5 Subaccount
Portfolio Dreyfus Small Cap Value Portfolio
TCW Money Market Portfolio Dreyfus U.S. Government Securities
T. Rowe Price International Stock Portfolio
Portfolio Value Equity Portfolio
T. Rowe Price Equity Income Portfolio Opportunity Value Portfolio
T. Rowe Price Growth Stock Portfolio Enhanced Index Portfolio
Target 10 Subaccount Montgomery Select 50 Portfolio
WRL Growth Portfolio

YOU AS THE OWNER OF THE POLICY, BEAR THE ENTIRE INVESTMENT RISK FOR ALL
AMOUNTS THAT YOU ALLOCATE TO ANY OF THE MUTUAL FUND OR TARGET SUBACCOUNTS.
THIS MEANS THAT YOU COULD LOSE THE AMOUNT THAT YOU INVEST. But if the Mutual
Fund or Target Subaccounts increase in value, then the value of your Policy
will also increase.

The fifteenth investment option is the Fixed Account. If you invest in one
of the alternatives available under the Fixed Account, then PFL guarantees to
return your investment with interest at rates that PFL will declare from time
to time.

Of course, you can choose any combination of these investment options. You
can also transfer amounts among these options (subject to some restrictions).

LIKE ALL SECURITIES, THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

You should only purchase a Policy as a long-term investment. However, you do
have access to all or some of the current cash value of your investments at
any time before the Annuity Commencement Date. You may have to pay income
taxes on some or all of the amount you withdraw, and if you are under the age
59 1/2 there may also be a tax penalty. In addition, there may be an interest
penalty if you make a premature withdrawal from the Fixed Account (this is
called an "Excess Interest Adjustment," and it could also result in you
earning extra interest). PFL has the right to postpone withdrawals from the
Fixed Account.

Prospectuses for the mutual fund portfolios are attached to the back of this
Prospectus. This Prospectus and the mutual fund prospectuses give you vital
information about the Policies, the mutual funds and the subaccounts. Please
read them carefully before you invest. Keep them for future reference.

PLEASE NOTE THAT THE POLICIES, THE MUTUAL FUNDS AND THE SUBACCOUNTS: ARE NOT
BANK DEPOSITS, ARE NOT FEDERALLY INSURED, ARE NOT ENDORSED BY ANY BANK OR
GOVERNMENT AGENCY AND ARE NOT GUARANTEED TO ACHIEVE THEIR GOAL.

This Prospectus sets forth the information that a prospective purchaser
should consider before purchasing a Policy. It should be kept for future
reference. A Statement of Additional Information about the Policy, the Mutual
Fund Account and the Target Account which has the same date as this Prospectus
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Statement of Additional Information is available at
no cost to any person requesting a copy by writing PFL at the Administrative
and Service Office or by calling 1-800-525-6205. The table of contents of the
Statement of Additional Information is included at the end of this Prospectus.

This Prospectus and the Statement of Additional Information generally
describe only the Policies, the Mutual Fund Account and the Target Account,
except when the Fixed Account is specifically mentioned.

Administrative and Service Office:
Financial Markets Division--Variable Annuity Department
PFL Life Insurance Company
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499-0001

Please Read This Prospectus Carefully
Keep it For Future Reference.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESPERSON OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON.

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<PAGE>

INTRODUCTION

There are three parts to this prospectus. Part I contains a summary and
certain financial data. Part II contains a detailed description of the
Policies and a brief description of the investment options. Part III describes
the Target Account. Separate prospectuses follow that describe the mutual fund
portfolios.

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<PAGE>

TABLE OF CONTENTS

PART I

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS................................................................ 6
SUMMARY OF THE POLICY...................................................... 9
FEE TABLES................................................................. 14
CONDENSED FINANCIAL INFORMATION............................................ 21
FINANCIAL STATEMENTS....................................................... 23

PART II

PFL LIFE INSURANCE COMPANY................................................. 23
THE ENDEAVOR ACCOUNTS...................................................... 23
The Mutual Fund Account.................................................. 23
The Underlying Funds................................................... 24
The Target Account....................................................... 27
The Target Subaccounts................................................. 27
The Fixed Account........................................................ 28
Guaranteed Periods..................................................... 28
Dollar Cost Averaging Fixed Account Option............................. 29
Current Interest Rates................................................. 29
Transfers................................................................ 30
Reinstatements........................................................... 31
Telephone Transactions................................................... 32
Dollar Cost Averaging (DCA).............................................. 32
Asset Rebalancing........................................................ 33
PUBLISHED RATINGS.......................................................... 33
THE POLICY................................................................. 34
Policy Application and Issuance of Policies--Premium Payments............ 34
Additional Premium Payments............................................ 35
Maximum Total Premium Payments......................................... 35
Allocation of Premium Payments......................................... 35
Payment Not Honored by Bank............................................ 35
Policy Value............................................................. 35
The Mutual Fund Account Value.......................................... 36
The Target Account Value............................................... 36
Amendments............................................................... 37
Non-participating Policy................................................. 37
DISTRIBUTIONS UNDER THE POLICY............................................. 37
Surrenders............................................................... 37
Nursing Care and Terminal Condition Waiver............................... 38
Excess Interest Adjustment (EIA)......................................... 38
Systematic Payout Option................................................. 39
Annuity Payments......................................................... 40
Annuity Commencement Date.............................................. 40
Election of Payment Option............................................. 40
Premium Tax............................................................ 41
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Supplementary Policy................................................... 41
Annuity Payment Options.................................................. 41
Death Benefit............................................................ 44
Death of Owner........................................................... 47
Restrictions Under the Texas Optional Retirement Program................. 47
Restrictions Under Section 403(b) Plans.................................. 47
Restrictions Under Qualified Policies.................................... 48
CHARGES AND DEDUCTIONS..................................................... 48
Mortality and Expense Risk Fee........................................... 48
Administrative Charges................................................... 49
Distribution Financing Charge............................................ 49
Premium Taxes............................................................ 50
Federal, State and Local Taxes........................................... 50
Transfer Charge.......................................................... 50
Other Expenses Including Investment Advisory Fees........................ 50
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................... 51
Tax Status of the Policy................................................. 52
Taxation of Annuities.................................................... 53
DISTRIBUTOR OF THE POLICIES................................................ 58
VOTING RIGHTS.............................................................. 59
The Mutual Fund Account.................................................. 59
The Target Account....................................................... 60
LEGAL PROCEEDINGS.......................................................... 61
HISTORICAL PERFORMANCE DATA OF THE MUTUAL FUND ACCOUNT..................... 61
Standardized Performance Data............................................ 61
TCW Money Market Subaccount.............................................. 61
Other Subaccounts........................................................ 62
Average Annual Total Returns............................................. 63
Adjusted Historical Performance Data of the Portfolios................... 64
Adjusted Average Annual Portfolio Total Returns.......................... 64
Opportunity Value and Equity Index Portfolios............................ 66
Non-Standardized Performance Data........................................ 66

PART III

THE TARGET ACCOUNT......................................................... 67
Target Account Definitions............................................... 67
General.................................................................. 67
Investment Strategy...................................................... 69
The Dow Jones Industrial Average......................................... 71
Investment Risks......................................................... 72
PERFORMANCE INFORMATION.................................................... 74
Subaccounts of the Target Account--Hypothetical Data..................... 74
Comparison of Total Return............................................... 75
Standardized Performance Data............................................ 77
Non-Standardized Performance Data........................................ 77
PORTFOLIO TURNOVER......................................................... 77
STATEMENT OF ADDITIONAL INFORMATION........................................ 77
</TABLE>

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<PAGE>

DEFINITIONS

Accumulation Unit--An accounting unit of measure used in calculating the
Policy Value in the Mutual Fund Account and the Target Account before the
Annuity Commencement Date.

Adjusted Policy Value--An amount equal to the Policy Value increased or
decreased by any Excess Interest Adjustments.

Administrative and Service Office--Financial Markets Division--Variable
Annuity Dept., PFL Life Insurance Company, 4333 Edgewood Road, N.E., Cedar
Rapids, Iowa 52499-0001.

Annuitant--The person entitled to receive Annuity Payments after the Annuity
Commencement Date and during whose life any Annuity Payments involving life
contingencies will continue.

Annuity Commencement Date--The date upon which Annuity Payments are to
commence. This date may not be later than the last day of the policy month
starting after the Annuitant attains age 85, except as expressly allowed by
PFL, but in no event later than the last day of the month following the month
in which the Annuitant attains age 95.

Annuity Payment Option or Payment Option--A method of receiving a stream of
Annuity Payments selected by the Owner.

Annuity Unit--An accounting unit of measure used in the calculation of the
amount of the second and each subsequent Variable Annuity Payment after the
Annuity Commencement Date.

Beneficiary--The person who has the right to the death benefit set forth in
the Policy.

Business Day--A day when the New York Stock Exchange is open for business.

Cash Value--On or before the Annuity Commencement Date, is the amount equal
to the Adjusted Policy Value.

Code--The Internal Revenue Code of 1986, as amended.

Current Interest Rate--The interest rate or rates currently guaranteed to be
credited on amounts under a Policy allocated to the Fixed Account. This
interest rate will always equal or exceed a minimum effective annual rate of
3%. See Appendix B for variations in the minimum guaranteed effective annual
interest rate applicable to the Fixed Account.

Distribution Financing Charge--A daily charge for the first ten Policy Years
equal to an effective annual rate of 0.25% of the Mutual Fund Account's and
the Target Account's net assets.

Due Proof of Death--A certified copy of a death certificate, a certified
copy of a decree of a court of competent jurisdiction as to the finding of
death, a written statement by the attending physician, or any other proof
satisfactory to PFL will constitute Due Proof of Death.

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<PAGE>

Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon Partial Withdrawals or surrenders, to amounts you transfer from
the Fixed Account Guaranteed Period Options, or to amounts applied to Annuity
Payment Options. The adjustment reflects changes in the interest rates
declared by PFL since the date any payment was received by, or an amount was
transferred to, the Guaranteed Period Option. The Excess Interest Adjustment
(EIA) can either decrease or increase the amount you receive upon surrender or
commencement of Annuity Payments, depending upon whether there has been an
increase or decrease in interest rates, respectively.

Fixed Account--A group of Investment Options under the Policy, other than
the Mutual Fund Account or the Target Account, that are part of the general
assets of PFL and which are not in separate accounts.

Fixed Annuity Payments--Payments made pursuant to an Annuity Payment Option
which do not fluctuate in amount.

Guaranteed Period Options--The various guaranteed interest rate periods
which may be offered by PFL under the Fixed Account into which premiums may be
paid or amounts may be transferred.

Investment Options--Any of the Guaranteed Period Options of the Fixed
Account, the Dollar Cost Averaging Fixed Account Option, and any of the
Subaccounts of the Mutual Fund Account or the Target Account.

Mutual Fund Account--A separate account established and registered as a unit
investment trust under the Investment Company Act of 1940, as amended, to
which Premium Payments under the Policies may be allocated and which invests
in the Growth Portfolio of the WRL Series Fund, Inc. and in the portfolios of
the Endeavor Series Trust.

Mutual Fund Subaccount--A subdivision within the Mutual Fund Account, the
assets of which are invested in a specified portfolio of the Underlying Funds.

Nonqualified Policy--A Policy other than a Qualified Policy.

PFL--PFL Life Insurance Company, the issuer of the Policies.

Policy--One of the variable annuity policies offered by this Prospectus.

Policy Anniversary--Each anniversary of the Policy Date.

Policy Date--The date shown on the Policy data page attached to the Policy
and the date on which the Policy becomes effective.

Policy Owner or Owner--The person who may exercise all rights and privileges
under the Policy. The Policy Owner during the lifetime of the Annuitant and
prior to the Annuity Commencement Date is the person designated as the Policy
Owner or a Successor Owner in the application.

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<PAGE>

Policy Value--On or before the Annuity Commencement Date, this is an amount
equal to (a) the Premium Payments; minus (b) Partial Withdrawals taken
(including any applicable Excess Interest Adjustments on such Partial
Withdrawals); plus (c) interest credited in the Fixed Account; plus or minus
(d) accumulated gains or losses in the Mutual Fund Account and the Target
Account; minus (e) applicable service charges, premium taxes, and transfer
fees, if any.

Policy Year--Each 12-month period beginning on the Policy Date shown on the
Policy data page and each Policy Anniversary thereafter.

Premium Payment--An amount you pay to PFL, or is paid to PFL on your behalf,
as consideration for the benefits provided by the Policy.

Qualified Policy--A Policy issued in connection with retirement plans that
qualify for special Federal income tax treatment under the Code.

Service Charge--An annual charge on each Policy Anniversary (and a charge at
the time of surrender) for Policy maintenance and related administrative
expenses. This annual charge is the lesser of 2% of the Policy Value or $35.

Successor Owner--A person appointed by the Policy Owner to succeed to
ownership of the Policy in the event of the death of the Policy Owner (if the
Policy Owner is not the Annuitant) before the Annuity Commencement Date.

Target Account--A separate account established and registered as a
management investment company under the Investment Company Act of 1940 to
which Premium Payments under the Policies may be allocated.

Target Subaccount--A subdivision within the Target Account, the assets of
which are invested in common stocks selected according to a specified
investment strategy.

Underlying Funds--The WRL Growth Portfolio of the WRL Series Fund, Inc., and
the portfolios of the Endeavor Series Trust.

Valuation Period--The period of time from one determination of Accumulation
Unit values and Annuity Unit values to the next subsequent determination of
values. Such determination shall be made on each Business Day.

Variable Annuity Payments--Payments made pursuant to an Annuity Payment
Option which fluctuate as to dollar amount or payment term in relation to the
investment performance of the specified Subaccounts within the Mutual Fund
Account or the Target Account.

Written Notice or Written Request--Written notice, signed by the Owner, that
gives PFL the information it requires and is received at the Administrative
and Service Office. For some transactions, PFL may accept an electronic notice
such as telephone instructions. Such electronic notice must meet the
requirements PFL establishes for such notices.

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<PAGE>

SUMMARY OF THE POLICY

The following summary is intended to provide a brief overview of the Policy.
More detailed information can be found in the sections of this Prospectus that
follow, all of which should be read in their entirety.

THE POLICY

The Endeavor Platinum Variable Annuity is a Flexible Premium Variable
Annuity which can be purchased as a Non-Qualified Policy or as a Qualified
Policy. You allocate the Premium Payments among the Mutual Fund Account, the
Target Account or the Fixed Account.

THE ENDEAVOR ACCOUNTS

The Mutual Fund Account. The Mutual Fund Account is a separate account of
PFL, which invests exclusively in shares of the eleven portfolios of the
Endeavor Series Trust and the Growth Portfolio of the WRL Series Fund, Inc.
(collectively, the "Underlying Funds"). The Endeavor Series Trust is a mutual
fund managed by Endeavor Investment Advisers, a general partnership between
Endeavor Management Co. and AUSA Financial Markets, Inc. (an affiliate of
PFL), which contracts with several subadvisers (as described in separate
prospectuses that accompany this Prospectus) for investment advisory services.
The WRL Growth Portfolio is a portfolio within the WRL Series Fund, Inc. The
WRL Series Fund, Inc. is a mutual fund whose investment adviser is WRL
Investment Management, Inc., a subsidiary of Western Reserve Life Assurance
Co. of Ohio ("Western Reserve"), (an affiliate of PFL). WRL Investment
Management, Inc. contracts with Janus Capital Corporation as a subadviser to
the WRL Growth Portfolio for investment advisory services.

The Underlying Funds currently have twelve Portfolios:

TCW Managed Asset Allocation Dreyfus Small Cap Value Portfolio
Portfolio Dreyfus U.S. Government Securities
TCW Money Market Portfolio Portfolio
T. Rowe Price International Stock Value Equity Portfolio
Portfolio Opportunity Value Portfolio
T. Rowe Price Equity Income Portfolio Enhanced Index Portfolio
T. Rowe Price Growth Stock Portfolio Montgomery Select 50 Portfolio
WRL Growth Portfolio

Each of the twelve Subaccounts of the Mutual Fund Account invests solely in
a corresponding Portfolio of the Underlying Funds. Because the Policy Value
depends on the investment experience of the selected Subaccounts, the Owner
bears the entire investment risk with respect to Premium Payments allocated
to, and amounts transferred to, the Mutual Fund Account. (See "THE ENDEAVOR
ACCOUNTS--Mutual Fund Account," p. 23.)

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<PAGE>

The Target Account. The Target Account is a separate account of PFL, which
invests according to the specific investment strategies of its Subaccounts.

Target 10 Subaccount will invest in the common stock of the ten companies in
the Dow Jones Industrial Average ("DJIA") that have the highest dividend yield
as of the last business day of each calendar year.

Target 5 Subaccount will invest in the common stock of the five companies
with the lowest per share stock price of the ten companies in the DJIA that
have the highest dividend yield as of the last business day of each calendar
year.

Because the Policy Value will depend on the investment experience of the
selected Subaccounts, you bear the entire investment risk with respect to
Premium Payments allocated to, and amounts transferred to, the Target Account.
(See "THE ENDEAVOR ACCOUNTS--The Target Account," p. 27.)

The investment adviser for the Target Account is First Trust Advisers L.P.
The manager for the Target Account is Endeavor Investment Advisers. (See "THE
TARGET ACCOUNT--General," p. 67.)

The Fixed Account. The Fixed Account guarantees an annual credited rate of
at least 3% on Premium Payments and transfers to, less Partial Withdrawals and
transfers from, the Fixed Account (see Appendix "B" for variations in the
minimum guaranteed effective annual interest rate for prior versions of
Policies and for Policies offered in certain states). Upon surrender, PFL
guarantees return of at least the Premium Payments made to, less prior Partial
Withdrawals and transfers from, the Fixed Account. PFL may, in its sole
discretion, declare a higher Current Interest Rate. A Current Interest Rate is
guaranteed for at least one year. (See "THE ENDEAVOR ACCOUNTS--The Fixed
Account," p. 28.)

PREMIUM PAYMENTS

A Nonqualified Policy may be purchased with an initial Premium Payment of at
least $5,000. A Qualified Policy generally may be purchased with an initial
Premium Payment of at least $1,000, but policies purchased and used in
connection with a Tax Deferred 403(b) Annuity may be purchased with an initial
premium payment in any amount chosen by the purchaser; however, PFL must
receive the initial Premium Payment within 90 days following the Policy Date,
otherwise the Policy will be canceled. You may make additional Premium
Payments of at least $50 each, at any time before the Annuity Commencement
Date. The maximum total Premium Payments allowed without prior approval of PFL
is $1,000,000. No charges or fees are deducted from Premium Payments, so the
entire Premium Payment is invested immediately, subject to the restrictions
below regarding the "Right to Cancel" period. (See "CHARGES AND DEDUCTIONS--
Premium Taxes," p. 50.)

You must allocate the initial Premium Payment among the Investment Options
according to allocation percentages in the Policy application or

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<PAGE>

transmittal form. Any allocation must be in whole percents, and the total
allocation must equal 100%. Allocations you specify for the initial Premium
Payment will be used for additional Premium Payments unless you request a
change in allocation. Allocations of additional Premium Payments may be
changed by sending Written Notice to PFL's Administrative and Service Office.
(See "THE POLICY--Policy Application and Issuance of Policies--Premium
Payments," p. 34.)

RIGHT TO CANCEL PERIOD

You may, until the end of the period of time specified in the Policy ("Right
to Cancel Period"), examine the Policy and return it for a refund. The
applicable period will depend on the state in which the Policy is issued. In
many states the period is ten days after the Policy is delivered to you. Some
states allow for a longer period to return the Policy. The amount of the
refund will also depend on the state in which the Policy is issued. Ordinarily
the amount of the refund will be the Policy Value. However, some states may
require a return of the Premium Payments, or the greater of the Premium
Payments or the Policy Value. PFL will pay the refund within seven days after
it receives written notice of cancellation and the returned Policy within the
applicable period. The Policy will then be deemed void.

TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

An Owner can transfer Policy Values from one Subaccount to another within
the Mutual Fund Account, the Target Account or to the Fixed Account, or
transfer Policy Values or an amount equal to the interest credited from the
Guaranteed Period Options of the Fixed Account to the Mutual Fund Account or
the Target Account. Transfers of amounts equal to interest credited to a
Guaranteed Period Option are referred to as "Interest Transfers." The minimum
amount which may be transferred is $500, or the entire Subaccount (or
Guaranteed Period Option) Policy Value, whichever is less. However, following
a transfer out of a particular Subaccount or Guaranteed Period Option, at
least $500 must remain in that Subaccount or Guaranteed Period Option,
otherwise PFL reserves the right to include remaining amounts in the transfer.
Transfers currently may be made either by telephone (subject to the provisions
described below under "Telephone Transactions," p. 32) or by sending Written
Notice to the Administrative and Service Office.

An Owner may choose which Guaranteed Period Option to or from which
transfers may be made. Transfers of Policy Value from a Guaranteed Period
Option prior to the end of that Guaranteed Period are subject to the Excess
Interest Adjustment which may increase or decrease the amount removed from the
Guaranteed Period Option in order to honor the transfer amount requested.
"Interest Transfers" are not subject to an Excess Interest Adjustment. Due to
the manner of crediting interest in the Fixed Account, however, Interest
Transfers may affect the rate of interest credited on funds remaining in the
Fixed Account. Policy Value transfers out of the Fixed Account will be
limited, in certain circumstances, to 25% per year. (See "THE ENDEAVOR
ACCOUNTS--Transfers," p. 30.) (See "DISTRIBUTIONS

- 11 -
<PAGE>

UNDER THE POLICY--Excess Interest Adjustment," p. 38 and "THE ENDEAVOR
ACCOUNTS--Transfers," p. 30.)

Transfers from the Dollar Cost Averaging Fixed Account Option, except
through automatic Dollar Cost Averaging transfers, are not allowed. (See "THE
ENDEAVOR ACCOUNTS--Dollar Cost Averaging Fixed Account Option," p. 29.)

Prior versions of the Policy and Policies issued in certain states may have
additional restrictions on transfers. See Appendix B and the Policy or
endorsement for details. If the Excess Interest Adjustment (at the time of a
transfer request only) from any Guaranteed Period Option (GPO) is a negative
adjustment, then the maximum amount of Policy Value that can be transferred is
25% of that GPO's Policy Value, less amounts previously transferred out of
that GPO during the current Policy Year. No maximum will apply to amounts
transferred from any Guaranteed Period Option if the Excess Interest
Adjustment is a positive adjustment at the time of transfer.

A $10 charge may be imposed for each transfer in excess of twelve per Policy
Year. Currently PFL does not charge for any transfers. (See "THE ENDEAVOR
ACCOUNTS--Transfers," p. 30.)

SURRENDERS AND PARTIAL WITHDRAWALS

You may elect to surrender the Policy or make a partial withdrawal from the
Policy ($500 minimum) in exchange for a cash payment from PFL at any time
prior to the earlier of the Annuitant's death or the Annuity Commencement
Date. A surrender or partial withdrawal may be subject to deductions for
Excess Interest Adjustments and Service Charges. (See "CHARGES AND
DEDUCTIONS," p. 48.) A surrender or partial withdrawal request must be made by
Written Request, and a request for a partial withdrawal must specify the
Subaccount(s) or Guaranteed Period Options from which the withdrawal is
requested. There is currently no limit on the frequency or timing of partial
withdrawals, although for Qualified Policies the retirement plan or applicable
law may restrict and/or penalize partial withdrawals. (See "DISTRIBUTIONS
UNDER THE POLICY--Surrenders," p. 37.) In addition to the applicable charges
and deductions under the Policy, surrenders and partial withdrawals may be
subject to premium taxes, income taxes and a 10% Federal penalty tax.

NURSING CARE AND TERMINAL CONDITION WITHDRAWAL OPTION

If you or your spouse (or Annuitant or Annuitant's spouse if the Owner is
not a natural person): (1) has been confined in a hospital or nursing facility
for 30 consecutive days or (2) has been diagnosed as having a terminal
condition, as defined in the Policy or endorsement (generally, a life
expectancy of not more than 12 months), then partial withdrawals or surrenders
may be taken with no Excess Interest Adjustment. (This benefit may not be
available in all states or for all policy forms. See Appendix B and the Policy
or endorsement for details.) (See "DISTRIBUTIONS UNDER THE POLICY--Nursing
Care and Terminal Condition Withdrawal Option," p. 38.)

- 12 -
<PAGE>

CHARGES AND DEDUCTIONS

Excess Interest Adjustment. Surrenders, partial withdrawals, transfers
(other than "10% Withdrawals" and "Interest Transfers"), and transfers out of
Guaranteed Period Options which occur prior to the end of the Guarantee Period
are subject to an Excess Interest Adjustment, which could eliminate all
credited interest in excess of the minimum guaranteed effective annual
interest rate of 3%. The Excess Interest Adjustment, if a positive adjustment,
could also result in the crediting of additional interest. (See "DISTRIBUTIONS
UNDER THE POLICY--Excess Interest Adjustment," p. 38.)

Account Charges. PFL deducts a daily charge equal to a percentage of the net
assets in the Mutual Fund Account and the Target Account (the "Accounts") for
the mortality and expense risks assumed by PFL. For Guaranteed Minimum Death
Benefit Options "A" (5% Annually Compounding Death Benefit) and "B" (Annual
Step-Up Death Benefit), the effective annual rate of this charge is 1.25% of
the value of each Account's net assets. For Guaranteed Minimum Death Benefit
Option "C" (Return of Premium Death Benefit), the effective annual rate of
this charge is 1.10% of the value of each Account's net assets. (See "CHARGES
AND DEDUCTIONS--Mortality and Expense Risk Fee," p. 48, and "DISTRIBUTIONS
UNDER THE POLICY--Death Benefit," p. 44.)

PFL also deducts a daily Administrative Charge from the net assets of each
Account to partially cover expenses incurred by PFL in connection with the
administration of the Account and the Policies. The effective annual rate of
this charge is .15% of the value of each Account's net assets. (See "CHARGES
AND DEDUCTIONS--Administrative Charges," p. 49.)

PFL guarantees that the account charges for mortality and expense risks and
administrative expenses will not exceed a total of 1.40% for the 5% Annually
Compounding Death Benefit and the Annual Step Up Death Benefit, and 1.25% for
the Return of Premium Death Benefit.

Service Charge. Prior to the Annuity Commencement Date, there is an annual
Service Charge on each Policy Anniversary (and a charge at the time of
surrender during any Policy Year) for Policy maintenance and related
administrative expenses. This annual charge is the lesser of 2% of the Policy
Value or $35. The Service Charge is deducted from each Investment Option in
proportion to each Investment Option's percentage of the Policy Value just
prior to such charge. This charge is waived if either the Policy Value or the
sum of all Premium Payments less the sum of all partial withdrawals equals or
exceeds $50,000 on a Policy Anniversary (or date of surrender). PFL guarantees
that this charge will not be increased in the future. (See "CHARGES AND
DEDUCTIONS--Administrative Charges," p. 49.)

Distribution Financing Charges. During the first ten Policy Years, PFL
imposes a daily Distribution Financing Charge equal to an effective annual
rate of .25% of the Mutual Fund Account's and of the Target Account's net
assets. This charge is used by PFL to defray a portion of the cost of
distribution of the Policies. (See "CHARGES AND DEDUCTIONS--Distribution
Financing Charge," p. 49.)

- 13 -
<PAGE>

Taxes. PFL may incur premium taxes relating to the Policies. When permitted
by state law, PFL will not deduct any premium taxes related to a particular
Policy from the Policy Value until withdrawal of the full Policy Value,
payment of the death benefit, or the Annuity Commencement Date. Premium taxes
currently range from 0% to 3.50% of Premium Payments. (See "CHARGES AND
DEDUCTIONS--Premium Taxes," p. 50.)

No charges are currently made against the Fixed Account, the Mutual Fund
Account, or the Target Account for federal, state, or local income taxes.
Should PFL determine that any such taxes may be imposed, PFL may deduct such
taxes from amounts held in the relevant Account. (See "CHARGES AND
DEDUCTIONS--Federal, State and Local Taxes," p. 50.)

Charges Against the Subaccounts. The value of the net assets of the Mutual
Fund Subaccounts will reflect the investment advisory fee and other expenses
incurred by the Underlying Funds. Those fees and expenses are detailed in the
prospectuses for the Underlying Funds that accompany this Prospectus. The
value of the net assets of the Target Subaccounts will reflect the investment
advisory fee and other expenses incurred by the manager in operating each
Target Subaccount.

Expense Data. The charges and deductions are summarized in the following Fee
Tables. This tabular information regarding expenses assumes that the entire
Policy Value is in either the Mutual Fund Account or the Target Account. These
tables reflect charges and expenses of the Mutual Fund Account as well as the
Underlying Funds for the fiscal year ended December 31, 1996, except as
otherwise noted. Expenses may be higher or lower in the future. These tables
do not reflect any premium taxes that may be applicable.

FEE TABLES

MUTUAL FUND ACCOUNT

<TABLE>
<CAPTION>
DREYFUS
TCW T. ROWE U.S.
TCW MANAGED PRICE DREYFUS GOVERNMENT
MONEY ASSET INTERNATIONAL VALUE SMALL CAP SECURITIES
MARKET ALLOCATION STOCK EQUITY VALUE PORTFOLIO
------ ---------- ------------- ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C>
OWNER TRANSACTION EX-
PENSES
Sales Load on Purchase
Payments............... 0 0 0 0 0 0
Surrender Fees.......... 0 0 0 0 0 0
-------------------------------------------------------
Annual Service
Charge(/1/)............ $35 Per Policy, but not greater than 2% of the policy value
-------------------------------------------------------
Transfer Fee............ Currently No Fee
MUTUAL FUND ACCOUNT AN-
NUAL EXPENSES
(as a percentage of ac-
count value)
Mortality and Expense
Risk Fee(/2/).......... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Administrative Charge... 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Distribution Financing
Charge................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
---- ---- ---- ---- ---- ----
Total Mutual Fund
Account Annual
Expenses............... 1.65% 1.65% 1.65% 1.65% 1.65% 1.65%
UNDERLYING FUNDS ANNUAL
EXPENSES
(as a percentage of
average net assets and
after expense
reimbursements)
Management Fees......... 0.50% 0.75% 0.90% 0.80% 0.80% 0.65%
Other Expenses.......... 0.10% 0.10% 0.28% 0.11% 0.12% 0.17%
---- ---- ---- ---- ---- ----
Total Underlying Funds
Annual
Expense(/3/)(/4/)...... 0.60% 0.85% 1.18% 0.91% 0.92% 0.82%
Total Account and
Underlying Fund
Expense:............... 2.25% 2.50% 2.83% 2.56% 2.57% 2.47%
</TABLE>

- 14 -
<PAGE>

<TABLE>
<CAPTION>
T. ROWE T. ROWE
PRICE PRICE WRL
EQUITY GROWTH OPPORTUNITY ENHANCED MONTGOMERY GROWTH
INCOME STOCK VALUE INDEX SELECT 50 (JANUS)
------- ------- ----------- -------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
OWNER TRANSACTION EX-
PENSES
Sales Load on Purchase
Payments............... 0 0 0 0 0 0
Surrender Fees.......... 0 0 0 0 0 0
-----------------------------------------------------
Annual Service
Charge(/1/) $35 Per Policy
-----------------------------------------------------
Transfer Fee Currently No Fee
MUTUAL FUND ACCOUNT AN-
NUAL EXPENSES
(as a percentage of ac-
count value)
Mortality and Expense
Risk Fee(/2/).......... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Administrative Charge... 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Distribution Financing
Charge................. 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
---- ---- ---- ---- ---- ----
Total Mutual Fund
Account Annual
Expenses............... 1.65% 1.65% 1.65% 1.65% 1.65% 1.65%
UNDERLYING FUNDS ANNUAL
EXPENSES
(as a percentage of av-
erage net assets and
after expense reim-
bursements)
Management Fees......... 0.80% 0.80% 0.80% 0.75% 1.10% 0.80%
Other Expenses.......... 0.16% 0.21% 0.50% 0.55% 0.40%(/5/) 0.08%
---- ---- ---- ---- ---- ----
Total Underlying Funds
Annual Ex-
pense(/3/)(/4/)........ 0.96% 1.01% 1.30% 1.30% 1.50% 0.88%
Total Account and
Underlying Fund
Expense:............... 2.61% 2.66% 2.95% 2.95% 3.15% 2.53%
</TABLE>

TARGET ACCOUNT

<TABLE>
<CAPTION>
TARGET 10 TARGET 5
--------- --------
<S> <C> <C>
OWNER TRANSACTION
EXPENSES
Sales Load On Premium Payments.............................. 0 0
Surrender Fees.............................................. 0 0
-------------------
Annual Service Charge(/1/).................................. $35 Per Policy
-------------------
Transfer Fee................................................ Currently no fee
TARGET ACCOUNT
ANNUAL EXPENSES
(as a percentage of account value)
Mortality and Expense Risk Fees............................. 1.25% 1.25%
Administrative Charge....................................... 0.15% 0.15%
Distribution Financing Charge............................... 0.25% 0.25%
Management Fees............................................. 0.60% 0.60%
Other Expenses(/5/)......................................... 0.50% 0.50%
---- ----
Total Target Account Annual Expenses........................ 2.75% 2.75%
</TABLE>
- ----------------------------------

/1/The Transfer Fee, if any is imposed, applies to each Policy, regardless of
how the Policy Value is allocated among the Mutual Fund Account, the Target
Account and the Fixed Account. The Service Charge is $35 per year, but not
greater than 2% of the Policy Value. The Service Charge applies to the
Fixed Account, the Mutual Fund Account, and the Target Account and is
assessed on a prorata basis relative to each Account's Policy Value as a
percentage of the Policy's total Policy Value. The Service Charge is
deducted on each Policy Anniversary and at the time of surrender, if
surrender occurs during a Policy year.

/2/The Mortality and Expense Risk Fees shown (1.25%) are for the 5% Annually
Compounding Death Benefit and the Annual Step Up Death Benefit. The
corresponding fee for the Return of Premium Death Benefit is 1.10% for each
Subaccount. (See "DISTRIBUTIONS UNDER THE POLICY--Death Benefit," p. 44.)

/3/Endeavor Investment Advisers has agreed, until terminated by it, to assume
expenses of the Portfolios that exceed the following rates: TCW Money
Market--0.99%; TCW Managed Asset Allocation--1.25%; T. Rowe Price
International Stock--1.53%; Value Equity--1.30%; Dreyfus Small Cap Value--
1.30%; Dreyfus U.S. Government Securities--1.00%; T. Rowe Price Equity
Income--1.30%; T. Rowe Price Growth Stock--1.30%; Opportunity Value--

- 15 -
<PAGE>

1.30%; Enhanced Index--1.30%; Montgomery Select 50--1.50%. Amounts shown for
the Enhanced Index Portfolio and Montgomery Select 50 Portfolio are
estimated for 1997. During 1996, Endeavor Investment Advisers waived fees
relative to, or reimbursed, the Opportunity Value Portfolio. The annualized
operating expense ratio before waiver/reimbursement by Endeavor Investment
Advisers for the period ended December 31, 1996, was 12.69%. The fee table
information relating to the Underlying Funds was provided to PFL by the
Underlying Funds, and PFL has not independently verified such information.

/4/Effective January 1, 1997, the WRL Series Fund, Inc. has adopted a Plan of
Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act") ("Distribution Plan") and pursuant to the Distribution
Plan, entered into a Distribution Agreement with InterSecurities, Inc.
("ISI"), principal underwriter for the WRL Series Fund, Inc. Under the
Distribution Plan, the WRL Series Fund, Inc., on behalf of the WRL Growth
Portfolio, is authorized to pay to various service providers, as direct
payment for expenses incurred in connection with the distribution of the
Portfolio's shares, amounts equal to actual expenses associated with
distributing the Portfolio's shares, up to a maximum rate of 0.15% (fifteen
one-hundredths of one percent) on an annualized basis of the average daily
net assets. This fee is measured and accrued daily and paid monthly. ISI has
determined that it will not seek payment by the WRL Series Fund, Inc. of
distribution expenses with respect to any portfolio (including the WRL
Growth Portfolio) during the fiscal year ending December 31, 1997. Owners
will be notified in advance prior to ISI's seeking such reimbursement.

/5/Other Expenses are estimated for the first year of operation, based on the
Endeavor Investment Adviser's agreement to waive its fees and operating
expenses in excess of 1.50% for the first year for the Montgomery Select 50
Portfolio and 1.10% for the Target Account.

- 16 -
<PAGE>

Examples

I. Return of Premium Death Benefit. An Owner would pay the following expenses
on a $1,000 investment, assuming Return of Premium Death Benefit, a
hypothetical 5% annual return on assets, and assuming the entire Policy Value
is in the applicable Subaccount:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
TCW Money Market Portfolio...................... $27 $66 $114 $245
TCW Managed Asset Allocation Portfolio.......... $24 $74 $127 $271
T. Rowe Price International Stock Portfolio..... $27 $84 $143 $303
Value Equity Portfolio.......................... $25 $76 $130 $277
Dreyfus Small Cap Value Portfolio............... $25 $76 $130 $278
Dreyfus U.S. Government Securities Portfolio.... $24 $73 $125 $268
T. Rowe Price Equity Income Portfolio........... $25 $77 $132 $282
T. Rowe Price Growth Stock Portfolio............ $26 $79 $135 $287
Opportunity Value Portfolio..................... $29 $87 $149 $315
Enhanced Index Portfolio........................ $29 $87 $149 $315
Montgomery Select 50 Portfolio.................. $ $ $ $
WRL Growth (Janus) Portfolio.................... $24 $75 $128 $274
Target 10 Subaccount............................ $ $ $ $
Target 5 Subaccount............................. $ $ $ $
</TABLE>

II. Annually Compounding or Step-Up-Death Benefit. An Owner would pay the
following expenses on a $1,000 investment, assuming 5% Annually Compounding
Death Benefit or Annual Step-Up Death Benefit, a hypothetical 5% annual return
on assets, and assuming the entire Policy Value is in the applicable
Subaccount:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
TCW Money Market Portfolio...................... $ $71 $122 $261
TCW Managed Asset Allocation Portfolio.......... $26 $79 $134 $286
T. Rowe Price International Stock Portfolio..... $29 $88 $150 $318
Value Equity Portfolio.......................... $26 $80 $137 $292
Dreyfus Small Cap Value Portfolio............... $26 $81 $138 $293
Dreyfus U.S. Government Securities Portfolio.... $25 $78 $133 $283
T. Rowe Price Equity Income Portfolio........... $27 $82 $140 $297
T. Rowe Price Growth Stock Portfolio............ $27 $83 $142 $301
Opportunity Value Portfolio..................... $30 $92 $156 $329
Enhanced Index Portfolio........................ $30 $92 $156 $329
Montgomery Select 50 Portfolio.................. $ $ $ $
WRL Growth (Janus) Portfolio.................... $26 $79 $136 $289
Target 10 Subaccount............................ $ $ $ $
Target 5 Subaccount............................. $ $ $ $
</TABLE>

The expenses would be the same whether the Policy is completely surrendered,
simply continued, or annuitized at the end of the applicable period, since
there is no surrender or withdrawal charge.

- 17 -
<PAGE>

The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly. These include the
expenses of the Underlying Funds. (See "CHARGES AND DEDUCTIONS," p. 48, and
the Underlying Funds' prospectuses.) In addition to the expenses listed above,
premium taxes may be applicable.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
assumed 5% annual return used in these examples is purely hypothetical and
should not be considered a guarantee of past or future performance. The
figures and data for the Underlying Funds annual expenses have been provided
by WRL Investment Management, Inc. and Endeavor Investment Advisers, and while
PFL does not dispute these figures, PFL has not independently verified their
accuracy.

In the examples, the $35 Annual Service Charge is reflected as a charge of
.0547% based on an average Policy Value of $64,005. Normally the $35 Annual
Service Charge would be waived if the Premium Payment(s) less Partial
Withdrawals, or the Policy Value is at least $50,000. However, it was included
in these examples for illustrative purposes.

These examples include the 1.25% Mortality and Expense Risk Fee for the 5%
Annually Compounding and the Annual Step-Up Death Benefits; and the 1.10%
Mortality and Expense Risk Fee for the Return of Premium Death Benefit.

DEATH BENEFIT

Upon receipt of proof that the Annuitant who is the Owner has died before
the Annuity Commencement Date, the Death Benefit is calculated and is payable
to the Beneficiary when PFL receives Due Proof of Death, an election of the
method of settlement and return of the Policy. The Death Benefit is only paid
if the Owner and Annuitant are the same person, and that person dies prior to
the Annuity Commencement Date. In the event that the Annuitant who is not the
Owner dies prior to the Annuity Commencement Date, the Owner will generally
become the Annuitant unless the Owner specifically requests on the
application, order form or in writing prior to Annuitant's death that the
Death Benefit be paid upon the Annuitant's death and PFL agrees to such an
election.

The amount of the Death Benefit will depend on the state where the Policy is
purchased and will depend on the Death Benefit option you elect. However, the
Death Benefit will always be at least equal to the greater of the Policy Value
or the Cash Value on the date PFL receives the documentation it needs to
process the Death Benefit.

The Death Benefit is not paid on the death of an Owner if the Owner is not
the Annuitant. If an Owner who is not the Annuitant dies before the Annuity
Commencement Date, the amount payable under the Policy upon surrender will be
the Adjusted Policy Value. (See "DISTRIBUTIONS UNDER THE POLICY--Death
Benefit," p. 44, or the Policy or endorsement for details.)

- 18 -
<PAGE>

You have the "one-time" option of choosing a Guaranteed Minimum Death
Benefit at the time of purchase of the Policy. You may choose among the "5%
Annually Compounding Death Benefit," the "Annual Step-Up Death Benefit," or
the "Return of Premium Death Benefit." Certain age restrictions may apply, and
prior versions of the Policy or Policies offered in certain states may not
offer all Guaranteed Minimum Death Benefit Options. Appendix B contains
information regarding the Death Benefit in prior versions of the Policy and
for Policies issued in certain states. See the Policy or endorsement for
details. If you do not make a Guaranteed Minimum Death Benefit Option
election, the contract will be issued with the Return of Premium Death
Benefit. The Death Benefit may be paid as either a lump sum cash benefit or as
an annuity as permitted by federal or state law.

VARIATIONS IN POLICY PROVISIONS

Certain provisions in prior versions of the Policies sold before May 1, 1997
and of Policies offered in certain states may vary from the descriptions in
this Prospectus in order to comply with different state laws. Any such state
variations will be included in the Policy itself or in riders or endorsements
attached to the Policy. A summary of those differences is contained in
Appendix B to this Prospectus. See the Policy or endorsement for details.

New Jersey residents: Annuity payments must begin on or before the Policy
Anniversary that is closest to the Annuitant's 70th birthday or the 10th
Policy Anniversary, whichever occurs last. You may not select a Guaranteed
Period Option that would extend beyond that date. Your options at the Annuity
Commencement Date are to elect a lump sum payment, or elect to receive annuity
payments under one of the Fixed Payment Options. New Jersey residents cannot
elect Variable Payment Options. Consult your agent and the policy form itself
for details regarding these and other terms applicable to policies sold in New
Jersey.

FEDERAL INCOME TAX CONSEQUENCES OF INVESTMENT IN THE POLICY

With respect to Owners who are natural persons, there should be no federal
income tax on increases in the Policy Value until a distribution under the
Policy occurs (for example, a surrender, partial withdrawal, or Annuity
Payment) or is deemed to occur (for example, a pledge or assignment of a
Policy). Generally, a portion of any distribution or deemed distribution will
be taxable as ordinary income. The taxable portion of certain distributions
will be subject to withholding unless the recipient elects otherwise. In
addition, a 10% Federal penalty tax may apply to certain distributions or
deemed distributions under the Policy. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 51.)

INQUIRIES, WRITTEN NOTICES AND WRITTEN REQUESTS

Any questions about procedures or the Policy, or any Written Notice or
Written Request required to be sent to PFL, should be sent to the
Administrative and Service Office, Financial Markets Division--Variable

- 19 -
<PAGE>

Annuity Department, 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
Telephone requests and inquiries may be made by calling 800-525-6205. All
inquiries, Notices and Requests should include the Policy number, the Owner's
name and the Annuitant's name.

* * *

Note: The foregoing summary is qualified in its entirety by the more
detailed information in the remainder of this Prospectus, in the Statement of
Additional Information, in the prospectuses for the Underlying Funds of the
Mutual Fund Account, and in the Policy itself. Prospective purchasers should
refer to those sources before purchasing a Policy. This Prospectus generally
describes only the Policy, the Mutual Fund Account, and the Target Account.
Separate prospectuses describe the Underlying Funds. (There is no prospectus
for the Fixed Account since interests in the Fixed Account are not securities.
See "The Endeavor Accounts--The Fixed Account," p. 28.)

- 20 -
<PAGE>

CONDENSED FINANCIAL INFORMATION

The Accumulation Unit Values and the number of Accumulation Units
outstanding for each Mutual Fund Subaccount from the date of inception:

<TABLE>
<CAPTION>
TCW MONEY MARKET SUBACCOUNT*
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.053205 $ 1.086872 9,416,706.021
1995......................... 1.014839 1.053205 3,516,158.473
1994(/1/).................... 1.003677 1.014839 1,522,675.448
<CAPTION>
TCW MANAGED ASSET ALLOCATION SUBACCOUNT**
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.184740 $ 1.372991 6,522,822.306
1995......................... 0.979750 1.184740 3,313,507.707
1994(/1/).................... 0.974417 0.979750 1,329,672.671
<CAPTION>
T. ROWE PRICE INTERNATIONAL STOCK SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.022539 $ 1.159025 8,619,163.798
1995......................... 0.940071 1.022539 3,606,823.400
1994(/1/).................... 0.978667 0.940071 1,444,711.154
<CAPTION>
VALUE EQUITY SUBACCOUNT***
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.336071 $ 1.627513 9,053,564.567
1995......................... 1.009026 1.336071 2,808,066.903
1994(/1/).................... 0.977843 1.009026 740,211.153
<CAPTION>
DREYFUS SMALL CAP VALUE SUBACCOUNT****
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.127390 $ 1.394113 5,378,653.976
1995......................... 1.004766 1.127390 2,577,504.165
1994(/1/).................... 0.958389 1.004766 673,042.726
<CAPTION>
DREYFUS U.S. GOVERNMENT SECURITIES SUBACCOUNT*****
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.120922 $ 1.122583 3,772,426.054
1995......................... 0.985254 1.120922 2,656,099.798
1994(/1/).................... 1.000769 0.985254 450,510.347
<CAPTION>
T. ROWE PRICE EQUITY INCOME SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.284124 $ 1.514228 7,413,620.068
1995(/2/).................... 0.999237 1.284124 1,786,079.570
</TABLE>

- 21 -
<PAGE>

<TABLE>
<CAPTION>
T. ROWE PRICE GROWTH STOCK SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 1.350045 $ 1.603706 5,893,560.949
1995(/3/).................... 0.999910 1.350045 1,611,995.783
<CAPTION>
OPPORTUNITY VALUE SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996(/4/).................... $ .999910 $ 1.004062 205,301.400
<CAPTION>
ENHANCED INDEX SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1997(/5/).................... $ $
<CAPTION>
MONTGOMERY SELECT 50 SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1997(/6/).................... $ $
<CAPTION>
WRL GROWTH SUBACCOUNT
--------------------------------------------------
ACCUMULATION ACCUMULATION NUMBER OF
UNIT VALUE AT UNIT VALUE AT ACCUMULATION UNITS
BEGINNING OF YEAR END OF YEAR AT END OF YEAR
----------------- ------------- ------------------
<S> <C> <C> <C>
1996......................... $ 13.795672 $ 16.007469 1,130,886.988
1995......................... 9.531263 13.795672 442,772.285
1994(/1/).................... 9.418271 9.531263 182,787.313
</TABLE>
- ----------------------------------
* Prior to May 1, 1996, known as the Money Market Subaccount.
** Prior to May 1, 1996, known as the Managed Asset Allocation Subaccount.
*** Prior to May 1, 1996, known as the Quest for Value Equity Subaccount.
**** Prior to October 29, 1996, known as the Value Small Cap Subaccount, and
prior to May 1, 1996, known as the Quest for Value Small Cap Subaccount.
**** Prior to May 1, 1996, known as the U.S. Government Securities Subaccount.
(1) Period from July 5, 1994 through December 31, 1994.
(2) Period from January 20, 1995 through December 31, 1995.
(3) Period from January 5, 1995 through December 31, 1995.
(4) Period from November 20, 1996 through December 31, 1996.
(5) Period from May 1, 1997 through .
(6) Period from , 1997 through .

These figures reflect the 1.25% Mortality and Expense Risk Fee.

The offering of the Target Subaccounts is expected to commence on or about
the date of this Prospectus. Accordingly, no comparable data is available for
those Subaccounts.

- 22 -
<PAGE>

FINANCIAL STATEMENTS

The financial statements of the Mutual Fund Account and PFL and the
independent auditors' reports thereon are in the Statement of Additional
Information which is available free upon request to the Administrative and
Service Office. There are no financial statements for the Target Account
because the Target Account had not commenced operations as of the date of this
Prospectus.

PART II

INTRODUCTION. The following information in Part II describes the Policy in
detail and gives a very brief description of the investment options which are
described in detail in Part III (the Target Account) or in separate
prospectuses (the Mutual Fund Account). The Mutual Fund Account invests in
mutual fund portfolios. The Target Account invests directly in securities.

PFL LIFE INSURANCE COMPANY

PFL Life Insurance Company ("PFL"), 4333 Edgewood Road, N.E., Cedar Rapids,
Iowa 52499-0001, is a stock life insurance company. It was incorporated under
the name NN Investors Life Insurance Company, Inc. under the laws of the State
of Iowa on April 19, 1961. It is principally engaged in the sale of life
insurance and annuity policies, and is licensed in the District of Columbia,
Guam, and in all states except New York. As of December 31, 1996, PFL had
assets of approximately $7.9 billion. PFL is a wholly-owned indirect
subsidiary of AEGON USA, Inc., which conducts substantially all of its
operations through subsidiary companies engaged in the insurance business or
in providing non-insurance financial services. All of the stock of AEGON USA,
Inc. is indirectly owned by AEGON n.v. of the Netherlands. AEGON n.v., a
holding company, conducts its business through subsidiary companies engaged
primarily in the insurance business.

THE ENDEAVOR ACCOUNTS

Premium Payments made under a Policy may be allocated to the Mutual Fund
Account, to the Target Account, to the Fixed Account, or to a combination of
these Accounts.

The PFL Endeavor Platinum Variable Annuity Account comprises a portion of
the PFL Endeavor VA Separate Account of PFL Life Insurance Company. The PFL
Endeavor VA Separate Account was established as a separate investment account
under the laws of the State of Iowa on January 19, 1990.

THE MUTUAL FUND ACCOUNT

The Mutual Fund Account is registered with the Securities and Exchange
Commission (the "SEC") under the Investment Company Act of

- 23 -
<PAGE>

1940, as amended, (the "1940 Act") as a unit investment trust and meets the
definition of a separate account under federal securities laws. However, the
SEC does not supervise the management or the investment practices or policies
of the Mutual Fund Account or PFL.

The Mutual Fund Account receives and invests the Premium Payments under the
Policies that are allocated to it for investment in shares of the WRL Growth
Portfolio and the Endeavor Series Trust.

The Mutual Fund Account currently is divided into twelve Subaccounts.
Additional Subaccounts may be established in the future at the discretion of
PFL. Each Subaccount invests exclusively in shares of one of the Portfolios of
the Underlying Funds. Under Iowa law, the assets of the Mutual Fund Account
are owned by PFL, but they are held separately from the other assets of PFL.
To the extent that these assets are attributable to the Cash Value of the
Policies, these assets are not chargeable with liabilities incurred in any
other business operation of PFL. Income, gains, and losses incurred on the
assets in the Subaccounts of the Mutual Fund Account, whether or not realized,
are credited to or charged against that Subaccount without regard to other
income, gains or losses of any other Account or Subaccount of PFL. Therefore,
the investment performance of any Subaccount is entirely independent of the
investment performance of PFL's general account assets or any other Account or
Subaccount maintained by PFL.

The Underlying Funds. The Mutual Fund Account will invest exclusively in
shares of Endeavor Series Trust and the Growth Portfolio of the WRL Series
Fund, Inc. (collectively the "Underlying Funds"). The WRL Series Fund, Inc.,
and the Endeavor Series Trust are each a series-type mutual fund registered
with the SEC under the 1940 Act as an open-end, diversified management
investment company. The registration of the Underlying Funds does not involve
supervision of the management or investment practices or policies of the
Underlying Funds by the SEC.

The following twelve Portfolios are currently available under the Policies:

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 or losses of one Portfolio generally have no effect on the investment
performance of any other Portfolio.

- 24 -
<PAGE>

Endeavor Investment Advisers (the "Manager"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, is the
Endeavor Series Trust's manager. The Manager selects and contracts with
advisers for investment services for the Portfolios of the Endeavor Series
Trust, reviews the advisers' activities, and otherwise performs administerial
and managerial functions for the Endeavor Series Trust. The following seven
advisers each perform investment advisory services for particular Portfolios
of Endeavor Series Trust, (the "Advisers"):

TCW Funds Management, Inc. (a wholly-owned subsidiary of the TCW Group, Inc.)
T. Rowe Price Associates, Inc.
Rowe Price-Fleming International, Inc. (a joint venture between T. Rowe Price
Associates, Inc., and Robert Fleming Holdings Limited)
OpCap Advisors (formerly known as Quest for Value Advisors)
J.P. Morgan Investment Management Inc. (a wholly-owned subsidiary of J.P.
Morgan and Co. Incorporated)
The Dreyfus Corporation (a wholly-owned subsidiary of Mellon Bank, N.A.)
Montgomery Asset Management, LLC (a wholly-owned subsidiary of Commerzbank AG)

TCW Funds Management, Inc. is the Adviser for the TCW Managed Asset
Allocation Portfolio and the TCW Money Market Portfolio. T. Rowe Price
Associates, Inc. is the Adviser for the T. Rowe Price Equity Income Portfolio
and the T. Rowe Price Growth Stock Portfolio. Rowe Price-Fleming
International, Inc. is the Adviser for the T. Rowe Price International Stock
Portfolio. OpCap Advisors is the Adviser for the Value Equity Portfolio and
the Opportunity Value Portfolio. J.P. Morgan Investment Management Inc. is the
Adviser for the Enhanced Index Portfolio. The Dreyfus Corporation is the
Adviser for the Dreyfus U.S. Government Securities Portfolio and the Dreyfus
Small Cap Value Portfolio. Montgomery Asset Management, LLC is the Adviser for
the Montgomery Select 50 Portfolio. WRL Investment Management, Inc., a
subsidiary of Western Reserve Life Assurance Co. of Ohio (an affiliate of
PFL), is the Adviser for the WRL Series Fund, Inc. and contracts with Janus
Capital Corporation (also an "Adviser") as the sub-adviser to the WRL Growth
Portfolio.

The Adviser of a Portfolio is responsible for selecting the investments of
the Portfolio consistent with the investment objectives and policies of the
Portfolio, and will conduct securities trading for the Portfolio. All Advisers
are investment advisers registered with the SEC under the Investment Advisers
Act of 1940. The investment objectives of each Portfolio are summarized as
follows:

TCW Money Market Portfolio seeks current income, preservation of capital and
maintenance of liquidity through investment in short-term money market
securities. The Portfolio seeks to maintain a constant net asset value

- 25 -
<PAGE>

of $1.00 per share although no assurances can be given that such constant net
asset value will be maintained.

TCW Managed Asset Allocation Portfolio seeks high total return through a
managed asset allocation portfolio of equity, fixed income and money market
securities.

T. Rowe Price International Stock Portfolio seeks long-term growth of
capital through investments primarily in common stocks of established non-U.S.
companies.

Value Equity Portfolio seeks long-term capital appreciation through
investment in securities (primarily equity securities) of companies that are
believed by the Portfolio's Adviser to be undervalued in the marketplace in
relation to factors such as the companies' assets or earnings.

Dreyfus Small Cap Value Portfolio seeks capital appreciation through
investments in a diversified portfolio consisting primarily of equity
securities of companies with a median capitalization of approximately $750
million, provided that under normal market conditions at least 75% of the
Portfolio's investments will be in equity securities of companies with
capitalizations at the time of purchase between $150 million and $1.5 billion.

Dreyfus U.S. Government Securities Portfolio seeks as high a level of total
return as is consistent with prudent investment strategies by investing under
normal conditions at least 65% of its assets in debt obligations and
mortgaged-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities.

T. Rowe Price Equity Income Portfolio seeks to provide substantial dividend
income and also capital appreciation by investing primarily in dividend paying
stocks of established companies.

T. Rowe Price Growth Stock Portfolio seeks long-term growth of capital and
to increase dividend income through investment primarily in common stocks of
well established growth companies.

Opportunity Value Portfolio seeks growth of capital over time through
investment in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentages of which will vary based upon the Portfolio
Adviser's assessment of relative values.

Enhanced Index Portfolio seeks to earn a total return modestly in excess of
the total return performance of the S&P 500 Composite Stock Index (the "S&P
500 Index") while maintaining a volatility of return similar to the S&P 500
Index.

Montgomery Select 50 Portfolio seeks capital appreciation by investing at
least 65% of its total assets in at least 50 different equity securities of
companies of all sizes throughout the world. Each of five teams from different
investment management disciplines of the Portfolio's Adviser selects ten
equity securities based on the potential for capital appreciation.

- 26 -
<PAGE>

WRL Growth (Janus) Portfolio seeks growth of capital. At most times this
Portfolio will be invested primarily in equity securities which are selected
solely for their capital growth potential; investment income is not a
consideration.

THE TARGET ACCOUNT

The Target Account is registered with the SEC under the 1940 Act as an open-
end management investment company and meets the definition of a separate
account under federal securities laws. However, the SEC does not supervise the
management or the investment practices of policies of the Target Account. The
Target Account is a managed separate account and currently is divided into two
Subaccounts, the Target 10 Subaccount and the Target 5 Subaccount, both of
which are non-diversified. Endeavor Investment Advisers is the Target
Account's manager, and First Trust Advisers, L.P. is the Target Account's
adviser.

The Target Subaccounts. The following two subaccounts are currently
available under the Target Account:

Target 10 Subaccount will invest in the common stock of the ten
companies in the DJIA that have the highest dividend yield as of the last
business day of each calendar year.

Target 5 Subaccount will invest in the five companies with the lowest
per share stock price of the ten companies in the DJIA that have the
highest dividend yield as of the last business day of each calendar year.

The objective of each Target Subaccount is to provide an above-average total
return through a combination of dividend income and capital appreciation.

* * *

THERE IS NO ASSURANCE THAT ANY MUTUAL FUND ACCOUNT PORTFOLIO OR TARGET
SUBACCOUNT WILL ACHIEVE ITS STATED OBJECTIVE. MORE DETAILED INFORMATION,
INCLUDING A DESCRIPTION OF EACH PORTFOLIO'S INVESTMENT OBJECTIVE AND POLICIES
AND A DESCRIPTION OF RISKS INVOLVED IN INVESTING IN EACH OF THE PORTFOLIOS AND
OF EACH PORTFOLIO'S FEES AND EXPENSES IS CONTAINED IN THE PROSPECTUSES FOR THE
UNDERLYING FUNDS, CURRENT COPIES OF WHICH ARE ATTACHED TO THIS PROSPECTUS.
MORE DETAILED INFORMATION REGARDING THE TARGET SUBACCOUNTS IS CONTAINED IN
PART III OF THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION.
INFORMATION CONTAINED IN THE UNDERLYING FUNDS' PROSPECTUSES AND THE STATEMENT
OF ADDITIONAL INFORMATION SHOULD BE READ CAREFULLY BEFORE INVESTING IN A
MUTUAL FUND OR TARGET SUBACCOUNT.

An investment in the Mutual Fund Account, the Target Account, or in any
Portfolio, including the TCW Money Market Portfolio and the Dreyfus U.S.
Government Securities Portfolio, is not insured or guaranteed by the U.S.
government or any government agency.

- 27 -
<PAGE>

THE FIXED ACCOUNT

This Prospectus is generally intended to serve as a disclosure document only
for the Policy, the Mutual Fund Account and the Target Account. In addition,
all Policies issued before May 1, 1996, and Policies issued on or after that
date but issued under a form other than AV265 101 89 396 do not contain a
Fixed Account. (See Appendix B to this Prospectus.) For complete details
regarding any applicable Fixed Account, see the Policy itself.

Premium Payments allocated and amounts transferred to the Fixed Account
become part of the general account of PFL, which supports insurance and
annuity obligations. Interests in the general account have not been registered
under the Securities Act of 1933 (the "1933 Act"), nor is the general account
registered as an investment company under the 1940 Act. Accordingly, neither
the general account nor any interests therein are generally subject to the
provisions of the 1933 or 1940 Acts and PFL has been advised that the staff of
the SEC has not reviewed the disclosures in this Prospectus which relate to
the Fixed Account.

The Fixed Account comprises a part of all the general assets of PFL, other
than those in the Mutual Fund Account, the Target Account or in any other
segregated asset account. The Owner may allocate Premium Payments to the Fixed
Account at the time of Premium Payment or by subsequent transfers from the
Mutual Fund Account and the Target Account. Instead of the Owner bearing the
investment risk, as is the case for Policy Value in the Mutual Fund Account
and the Target Account, PFL bears the full investment risk for all Policy
Value in the Fixed Account. PFL has sole discretion to invest the assets of
its general account, including the Fixed Account, subject to applicable law.
All guaranteed rates or benefits provided by PFL are subject to PFL's claims-
paying ability.

Premium Payments applied to and any amounts transferred to the Fixed Account
will reflect a fixed interest rate. The interest rates PFL sets will be
credited for increments of at least one year measured from each premium
payment or transfer date. These rates will never be less than an effective
annual interest rate of 3%. Upon Surrender of the Policy, the Owner will
receive at least the Premium Payments applied to, less prior Partial
Withdrawals and transfers from, the Fixed Account.

Guaranteed Periods. PFL may offer optional guaranteed interest rate periods
("Guaranteed Period Options" or "GPOs") into which Premium Payments may be
paid or amounts transferred. For example, PFL may, from time to time, offer
Guaranteed Period Options for periods of 1, 3, or 5 years. The current
interest rate PFL sets for funds entering each Guaranteed Period Option will
apply to those funds until the end of that Guaranteed Period. At the end of
the Guaranteed Period, the Premium Payment or amount transferred into the
Guaranteed Period Option less any withdrawals or transfers from that
Guaranteed Period Option, including the effect of any Excess Interest
Adjustment due to withdrawals or transfers prior to the end of a Guaranteed
Period, plus accrued interest, will be rolled into a new Guaranteed Period
Option.

- 28 -
<PAGE>

The Owner may choose the Guaranteed Period Option in which the funds are to
be placed by giving PFL notice within 30 days before the end of the expiring
Guaranteed Period. In the absence of such election, the new Guaranteed Period
will be the same as the expiring one. If that Guaranteed Period Option is no
longer offered by PFL, the next shorter Guaranteed Period Option then being
offered will be used. PFL reserves the right, for new Premium Payments,
transfers, or rollovers, to offer or not to offer any Guaranteed Period
Option. PFL will, however, always offer at least a one-year Guaranteed Period
Option.

Surrenders, Partial Withdrawals, transfers, and amounts applied to a Payment
Option from a Guaranteed Period Option prior to the end of the Guaranteed
Period may be subject to an Excess Interest Adjustment. An Excess Interest
Adjustment may result in a loss of interest credited, but the Owner's Fixed
Account Policy Values will always be credited with an effective annual
interest rate of at least 3%. (See "DISTRIBUTIONS UNDER THE POLICY--Excess
Interest Adjustment," p. 38.)

For purposes of crediting interest, the oldest Premium Payment or transfer
into a Guaranteed Period Option within the Fixed Account, plus interest
allocable to that Premium Payment or transfer, is considered to be withdrawn
or transferred out first; the next oldest Premium Payment plus interest is
considered to be transferred out next, and so on (this is a "first-in, first-
out" procedure).

Dollar Cost Averaging Fixed Account Option. PFL may offer a Dollar Cost
Averaging Fixed Account Option separate from the Guaranteed Period Option(s).
This option will have a one-year interest rate guarantee and will only be
available under a Dollar Cost Averaging (DCA) program. The current interest
rate PFL credits for the DCA Fixed Account may differ from the rates credited
on other Guaranteed Period Option(s) in the Fixed Account.

Prior to the Annuity Commencement Date, you can instruct PFL to make
automatic transfers from the Dollar Cost Averaging Fixed Account to one or
more subaccounts of the Mutual Fund Account and the Target Account. Transfers
must be scheduled for at least six but not more than 24 months, or for at
least four, but not more than eight quarters. No changes to the automatic
amount transferred will be allowed, but changes can be made to the Subaccounts
to which these transfers are allocated. Dollar Cost Averaging transfers from
the Dollar Cost Averaging Fixed Account will not be subject to an Excess
Interest Adjustment. (See "Dollar Cost Averaging," p. 32.)

Current Interest Rates. PFL periodically will establish an applicable
Current Interest Rate for each of the Guaranteed Period Options within the
Fixed Account, and the Dollar Cost Averaging Fixed Account Option. Current
Interest Rates may be changed by PFL frequently or infrequently depending on
interest rates on investments available to PFL and other factors as described
below, but once established, the rate will be guaranteed for the entire
duration of the Guaranteed Period. Each Guaranteed Period will have a duration
of at least one year. However, except for limited

- 29 -
<PAGE>

situations, any amount withdrawn or transferred will be subject to an Excess
Interest Adjustment, except at the end of the Guaranteed Period. (See "Excess
Interest Adjustment," p. 38.)

The Current Interest Rate will not be less than 3% per year, regardless of
any application of the Excess Interest Adjustment. PFL has no specific formula
for determining the rate of interest that it will declare as a Current
Interest Rate, as this rate will be reflective of interest rates available on
the types of debt instruments in which PFL intends to invest amounts allocated
to the Fixed Account. In addition, PFL's management may consider other factors
in determining Current Interest Rates for a particular Guaranteed Period
including but not limited to: regulatory and tax requirements; sales
commissions and administrative expenses borne by the Company; general economic
trends; and competitive factors. There is no obligation to declare a rate in
excess of 3%; you assume the risk that declared rates will not exceed 3%. PFL
has complete discretion to declare any rate of at least 3%, regardless of
market interest rates, the amounts earned by PFL on its investments, or any
other factors.

PFL'S MANAGEMENT HAS COMPLETE AND SOLE DISCRETION TO DETERMINE THE CURRENT
INTEREST RATES. PFL CANNOT PREDICT OR GUARANTEE THE LEVEL OF FUTURE CURRENT
INTEREST RATES, EXCEPT THAT PFL GUARANTEES THAT FUTURE CURRENT EFFECTIVE
INTEREST RATES WILL NOT BE BELOW 3% PER YEAR.

TRANSFERS

You can transfer Policy Values or an amount equal to the interest credited
from one Investment Option to another within certain limits. Transfers (from
the Guaranteed Period Option(s) of the Fixed Account) of an amount up to the
interest credited (that is, "interest transfers") are not subject to an Excess
Interest Adjustment, but may affect the interest crediting rates on the
remaining funds in the Guaranteed Period Option.

Subject to the limitations and restrictions described below, transfers from
an Investment Option may be made, up to thirty days prior to the Annuity
Commencement Date, by sending Written Notice, signed by you, to the
Administrative and Service Office. The minimum amount which may be transferred
is the lesser of $500 or the entire Subaccount or Guaranteed Period Option
Value. If the Subaccount or Guaranteed Period Option Value remaining after a
transfer is less than $500, PFL reserves the right, at its discretion, either
to deny the transfer request or to include that amount as part of the
transfer.

If the Excess Interest Adjustment (at the time of a transfer request) from
any Guaranteed Period Option is a negative adjustment, then the maximum amount
of Policy Value that can be transferred is 25% of that Guaranteed Period
Option's Policy Value, less amounts previously transferred out of that
Guaranteed Period Option during the current Policy Year. No maximum will apply
to amounts transferred from any Guaranteed

- 30 -
<PAGE>

Period Option if the Excess Interest Adjustment is a positive adjustment at
the time of transfer. You must notify PFL within 30 days prior to the end of
any expiring Guaranteed Period Option to instruct PFL regarding any transfers
to be performed at that time.

Transfers prior to the Annuity Commencement Date currently may be made
without charge as often as you wish, subject to the minimum amount specified
above. PFL reserves the right to limit these transfers to no more than 12 per
Policy Year in the future, or to charge up to $10 for any transfer in excess
of 12 per Policy Year.

You may transfer an amount up to the interest credited in any of the
Guaranteed Period Option(s) to any Subaccount(s) of the Mutual Fund Account or
the Target Account prior to the end of the Guaranteed Period. No Excess
Interest Adjustment will apply to such interest transfers. Interest transfers
may affect the interest crediting rates on the remaining funds in the
Guaranteed Period Option. This is because interest transfers may have the
effect of reducing or eliminating principal amounts in the Guaranteed Period
Options since, for purposes of crediting interest, PFL considers the oldest
Premium Payment or transfer into the Guaranteed Period Option, plus interest
allocable to that particular Premium Payment or transfer, to be withdrawn
first.

Transfers out of the Dollar Cost Averaging Fixed Account, except through an
automatic Dollar Cost Averaging program, are not allowed.

After the Annuity Commencement Date, transfers out of the Fixed Account are
not permitted, and transfers between Subaccounts or from Subaccounts to the
Fixed Account may be limited to once per Policy Year. (See "DISTRIBUTIONS
UNDER THE POLICY--Annuity Payment Options," p. 41.)

Transfers may be made by telephone, subject to the provisions described
below under "Telephone Transactions".

REINSTATEMENTS

Requests are occasionally received by PFL to reinstate funds which had been
transferred to another company via a Section 1035 exchange or trustee to
trustee transfer. In this situation PFL will require you to replace the same
total amount of money in the applicable Subaccounts and/or Fixed Accounts as
was taken from them to effect the Exchange. The total dollar amount of funds
reapplied to the Mutual Fund Account or the Target Account will be used to
purchase a number of units available for each Subaccount based on the unit
prices at the date of Reinstatement (within two days of the date the funds are
received by PFL). It should be noted that the number of units available on the
Reinstatement date may be more or less than the number surrendered for the
Exchange. Amounts reapplied to the Fixed Account will receive the interest
rate they would otherwise have received, had they not been withdrawn. However,
an adjustment will be made to the amount reapplied to compensate PFL for the
additional interest credited during the

- 31 -
<PAGE>

period of time between the withdrawal and the reapplication of the funds. You
should consult a qualified tax adviser concerning the tax consequences of any
Section 1035 exchanges or reinstatements.

TELEPHONE TRANSACTIONS

You (or your designated account executive) may make transfers and/or change
the allocation of subsequent Premium Payments by telephone. Telephone
transfers are only allowed if the "Telephone Transfer/Reallocation
Authorization" box in the application has been checked or you have
subsequently authorized telephone transfers in writing on a form provided to
PFL. PFL and/or the Administrative and Service Office will not be liable for
following instructions communicated by telephone that it reasonably believes
to be genuine. PFL will employ reasonable procedures, however, to confirm that
instructions communicated by telephone are genuine. If PFL fails to do so,
certain Government regulators believe it may be liable for any losses due to
unauthorized or fraudulent instructions. All telephone requests will be
recorded on voice recorder equipment for your protection. When making
telephone requests, you may be required to provide your social security number
and/or other information for identification purposes.

Telephone requests must be received at the Administrative and Service Office
no later than 3:00 p.m. Central time in order to assure same day pricing of
the transaction.

At its discretion, PFL may discontinue the telephone transaction privilege
at any time as to some or all Owners, and PFL may require written confirmation
of any transaction request.

DOLLAR COST AVERAGING (DCA)

Under the Dollar Cost Averaging program, prior to the Annuity Commencement
Date, you can instruct PFL to automatically transfer a specified dollar amount
from the Dollar Cost Averaging Fixed Account Option, the TCW Money Market
Subaccount or the Dreyfus U.S. Government Securities Subaccount to any other
Subaccount or Subaccounts of the Mutual Fund Account and the Target Account.
The automatic transfers can occur monthly or quarterly and will occur on the
28th day of the month. If the Dollar Cost Averaging request is received prior
to the 28th day of any month, the first transfer will occur on the 28th day of
that month. If the Dollar Cost Averaging request is received on or after the
28th day of any month, the first transfer will occur on the 28th day of the
following month. The amount transferred each time must be at least $500. A
minimum of six monthly or four quarterly transfers are required, and a maximum
of 24 monthly or eight quarterly transfers are allowed from the DCA Fixed
Account.

Dollar Cost Averaging results in the purchase of more units when the Unit
Value is low, and fewer units when the Unit Value is high. However, there is
no guarantee that the Dollar Cost Averaging program will result in higher
Policy Values or will otherwise be successful. Dollar Cost Averaging

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requires regular investment regardless of fluctuating prices and does not
guarantee profits nor prevent losses in a declining market. Before electing
this option, individuals should consider their financial ability to continue
transfers through periods of both high and low price levels.

You may request Dollar Cost Averaging when purchasing the Policy or at a
later date. The program will terminate when the amount in the Dollar Cost
Averaging Fixed Account, the TCW Money Market Subaccount or the Dreyfus U.S.
Government Securities Subaccount is insufficient for the next transfer, at
which time the entire remaining balance is transferred.

Except for automatic Dollar Cost Averaging transfers from the Dollar Cost
Averaging Fixed Account Option, you may increase or decrease the amount of the
transfers by sending PFL a new Dollar Cost Averaging form. You may discontinue
the program at any time by sending a Written Notice to the Administrative and
Service Office. The minimum number of transfers (6 monthly or 4 quarterly)
requirement must be satisfied each time the Dollar Cost Averaging program is
restarted following termination of the program for any reason. There is no
charge for participation in the Dollar Cost Averaging program.

ASSET REBALANCING

Prior to the Annuity Commencement Date you may instruct PFL to automatically
transfer amounts among the Subaccounts of the Mutual Fund Account and the
Target Account on a regular basis to maintain a desired allocation of the
Policy Value among the various Subaccounts offered. Rebalancing will occur on
a monthly, quarterly, semi-annual, or annual basis, beginning on a date you
select. If no date is selected, the account will be rebalanced on the day of
the month the Policy was effective. You must select the percentage of the
Policy Value desired in each of the various Subaccounts offered (totaling
100%). Any amounts in the Fixed Account are ignored for purposes of asset
rebalancing. Rebalancing may be started, stopped, or changed at any time,
except that rebalancing will not be available when:

(1) Automatic Dollar Cost Averaging transfers are being made; or

(2) any other transfer is requested.

There is no charge for participation in the asset rebalancing program .

PUBLISHED RATINGS

PFL may from time to time publish in advertisements, sales literature and
reports to Owners, the ratings and other information assigned to it by one or
more independent rating organizations such as A.M. Best Company, Standard &
Poor's Insurance Ratings Services, Moody's Investors Service and Duff & Phelps
Credit Rating Co. The purpose of the ratings is to reflect the financial
strength and/or claims-paying ability of PFL and the ratings should not be
considered as bearing on the investment performance of

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assets held in the Mutual Fund Account or the Target Account, or of the safety
or riskiness of an investment in the Mutual Fund Account or the Target
Account. Each year the A.M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of
the life/health insurance industry. In addition, the claims-paying ability of
PFL as measured by Standard & Poor's Insurance Ratings Services, Moody's
Investors Service or Duff & Phelps Credit Rating Co. may be referred to in
advertisements or sales literature or in reports to Owners. These ratings are
opinions of an operating insurance company's financial capacity to meet the
obligations of its insurance policies in accordance with their terms. Claims-
paying ability ratings do not refer to an insurer's ability to meet non-policy
obligations (i.e., debt/commercial paper).

THE POLICY

The Endeavor Platinum Variable Annuity Policy is a Flexible Premium Variable
Annuity Policy. The rights and benefits under the Policy are summarized below;
however, the description of the Policy contained in this Prospectus is
qualified in its entirety by reference to the Policy itself, a copy of which
is available upon request from PFL. The Policy may be purchased on a non-tax
qualified basis ("Nonqualified Policy"). The Policy may also be purchased and
used in connection with retirement plans or individual retirement accounts
that qualify for favorable federal income tax treatment ("Qualified Policy").

POLICY APPLICATION AND ISSUANCE OF POLICIES--PREMIUM PAYMENTS

Before it will issue a Policy, PFL must receive a completed Policy
application or transmittal form and a minimum initial Premium Payment of
$5,000 for a Nonqualified Policy, or $1,000 for a Qualified Policy. There is
no minimum initial Premium Payment required for tax deferred 403(b) annuity
purchases. Any amount you select in such case, up to the maximum total Premium
Payment allowed by PFL, may be used to start a Policy. The initial Premium
Payment for tax deferred 403(b) purchases must be received within 90 days
following the Policy Date, otherwise the Policy will be canceled. The initial
Premium Payment is the only Premium Payment required to be paid under a
Policy. A Policy ordinarily will be issued only in respect of Annuitants and
Owners Age 0 through 80. Acceptance or declination of an application shall be
based on PFL's underwriting standards, and PFL reserves the right to reject
any application or Premium Payment based on those underwriting standards.

If the application or transmittal form can be accepted in the form received,
the initial Premium Payment will be credited to the Policy Value within two
Business Days after the later of receipt of the information needed to issue
the Policy or receipt of the initial Premium Payment. If the initial Premium
Payment cannot be credited because the application or other issuing
requirements are incomplete, the applicant will be contacted within

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five Business Days and given an explanation for the delay and the initial
Premium Payment will be returned at that time unless the applicant consents to
PFL's retaining the initial Premium Payment and crediting it as soon as the
necessary requirements are fulfilled.

The date on which the initial Premium Payment is credited to the Policy
Value is the Policy Date. The Policy Date is the date used to determine Policy
Years and Policy Anniversaries.

All checks or drafts for Premium Payments should be made payable to PFL Life
Insurance Company and sent to the Administrative and Service Office. The Death
Benefit will not take effect until the Premium Payment is received and any
check or draft for the Premium Payment is honored.

Additional Premium Payments. While the Annuitant is living and prior to the
Annuity Commencement Date, you may make Additional Premium Payments at any
time, and in any frequency. The minimum Additional Premium Payment under both
a Nonqualified Policy and a Qualified Policy is $50. Additional Premium
Payments will be credited to the Policy and added to the Policy Value as of
the Business Day when the premium and required information are received.

Maximum Total Premium Payments. The maximum total Premium Payments allowed
without prior approval of PFL is $1,000,000.

Allocation of Premium Payments. You must allocate Premium Payments to one or
more of the Investment Options. You must specify the initial allocation in the
Policy application or transmittal form. This allocation will be used for
Additional Premium Payments unless you request a change of allocation. All
allocations must be made in whole percentages and must total 100%. If Premium
Payments are allocated to the Dollar Cost Averaging Fixed Account, directions
regarding the Subaccount(s) to which transfers are to be made must be
specified on the Application or other proper Written Request. If you fail to
specify how Premium Payments are to be allocated, the Premium Payment(s)
cannot be accepted.

You may change the allocation instructions for future additional Premium
Payments by sending Written Notice, signed by you, to PFL's Administrative and
Service Office, or by telephone (subject to the provisions described under
"Telephone Transactions," p. 32). The allocation change will apply to Premium
Payments received after the date the Written Notice or telephone request is
received.

Payment Not Honored by Bank. Any payment due under the Policy which is
derived, all or in part, from any amount paid to PFL by check or draft may be
postponed until such time as PFL determines that such instrument has been
honored.

POLICY VALUE

On the Policy Date, the Policy Value equals the initial Premium Payment.
Thereafter, the Policy Value equals the sum of the values in the

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<PAGE>

Mutual Fund Account, the Target Account and the Fixed Account. The Policy
Value will increase by (1) any additional Premium Payments received by PFL;
(2) any increases in the Policy Value due to investment results of the
selected Subaccount(s); (3) any positive Excess Interest Adjustments on
transfers; and (4) interest credited in the Fixed Account. The Policy Value
will decrease by (1) any surrenders including applicable Excess Interest
Adjustments; (2) any decreases in the Policy Value due to investment results
of the selected Subaccounts; (3) the charges and deductions imposed by PFL;
and (4) any negative Excess Interest Adjustments on transfers.

The Policy Value is expected to change from Valuation Period to Valuation
Period, reflecting the investment experience of the selected Subaccount(s), as
well as the deductions and charges. A Valuation Period is the period between
successive Business Days. It begins at the close of business on each Business
Day and ends at the close of business on the next succeeding Business Day. A
Business Day is each day that both the New York Stock Exchange is open for
business. Holidays are generally not Business Days.

When a Premium Payment is allocated or an amount is transferred to a
Subaccount of the Mutual Fund Account or the Target Account, it is credited to
the Policy Value in the form of Accumulation Units. Each Subaccount of the
Mutual Fund Account or the Target Account has a distinct Accumulation Unit
value (the "Unit Value"). The number of units credited is determined by
dividing the Premium Payment or amount transferred by the Unit Value of the
Subaccount as of the end of the Valuation Period during which the allocation
is made. When amounts are transferred out of, or surrendered or withdrawn from
a Subaccount, units are canceled or redeemed in a similar manner.

The Mutual Fund Account Value. For each Mutual Fund Subaccount, the Unit
Value for a given Business Day is based on the net asset value of a share of
the corresponding Portfolio of the Underlying Funds. Therefore, the Unit
Values will fluctuate from day to day based on the investment experience of
the corresponding Portfolio. The determination of Subaccount Unit Values is
described in detail in the Statement of Additional Information.

The Target Account Value. For each Target Subaccount, the Unit Value for a
given Business Day is computed by dividing the value of the net assets of the
Target Subaccount (that is, the value of the assets of the Target Subaccount
minus its liabilities) by the total number of the Target Subaccount's
Accumulation Units outstanding at such time and adjusting the quotient to the
nearest cent per unit. Securities in the Target Subaccount will be valued as
of the close of trading at the end of the Valuation Period. Therefore, the
Unit Values will fluctuate from day to day based on the investment experience
and expenses of the corresponding Target Subaccount. The determination of Unit
Values is described in detail in the Statement of Additional Information.

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<PAGE>

AMENDMENTS

No change in the Policy is valid unless made in writing by PFL and approved
by one of PFL's officers. No registered representative has authority to change
or waive any provision of the Policy.

PFL reserves the right to amend the Policies to meet the requirements of the
Code, regulations or published rulings. You can refuse such a change by giving
Written Notice, but a refusal may result in adverse tax consequences.

NON-PARTICIPATING POLICY

The Policy does not participate or share in the profits or surplus earnings
of PFL. No dividends are payable on the Policy.

DISTRIBUTIONS UNDER THE POLICY

SURRENDERS

Prior to or on the Annuity Commencement Date you may surrender all or a
portion of the Cash Value in exchange for a cash withdrawal payment from PFL.
Prior to or on the Annuity Commencement Date, the Cash Value is the Policy
Value increased or decreased by any applicable Excess Interest Adjustments.
(See "Annuity Payment Options," p. 41). The Policy cannot be surrendered after
the Annuity Commencement Date. (See "Annuity Payments," p. 40.)

When requesting a Partial Withdrawal ($500 minimum), you must tell PFL how
the withdrawal is to be allocated among various Guaranteed Period Options of
the Fixed Account and/or the Subaccount(s) of the Mutual Fund Account and the
Target Account. If your request for a Partial Withdrawal from a Guaranteed
Period Option of the Fixed Account is greater than the Cash Value of that
Guaranteed Period Option, PFL will pay you the amount of the Cash Value of
that Guaranteed Period Option. If no allocation instructions are given, the
withdrawal will be deducted from each Investment Option in the same proportion
that your interest in each Investment Option bears to the Policy's total
Policy Value. PFL reserves the right to defer payment of the Cash Value from
the Fixed Account for up to six months.

Beginning in the second Policy Year, you may surrender up to 10% of the
Policy Value ("10% Withdrawals") at the time of withdrawal without an Excess
Interest Adjustment if no withdrawal has been made in the current Policy Year.
Amounts withdrawn from the Policy in excess of the 10% Withdrawal or withdrawn
in the same Policy Year as any previous withdrawal (and all surrenders in the
first Policy Year) are subject to the Excess Interest Adjustment. An Excess
Interest Adjustment will not be assessed if the withdrawal is necessary to
meet the minimum distribution requirements for that Policy specified by the
IRS for tax qualified plans.

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<PAGE>

10% Withdrawals will reduce the Policy Value by the amount withdrawn.
Amounts requested in excess of the 10% Withdrawal are Excess Partial
Withdrawals. Excess Partial Withdrawals will reduce the Policy Value by an
amount equal to (X - Y) where:

X = Excess Partial Withdrawal
Y = Excess Interest Adjustment applicable to the Excess Partial
Withdrawal.

For a discussion of the Excess Interest Adjustment, see "DISTRIBUTIONS UNDER
THE POLICY--Excess Interest Adjustment," p. 38, and Appendix A.

Since you assume the investment risk with respect to Premium Payments
allocated to the Mutual Fund Account and the Target Account, and because
Partial Withdrawals are subject to an Excess Interest Adjustment, and possibly
income taxes or premium taxes, the total amount paid upon total surrender of
the Cash Value (taking any prior surrenders into account) may be more or less
than the total Premium Payments made. Following a surrender of the total Cash
Value, or at any time the Policy Value is zero, all your rights and those of
the Annuitant will terminate.

In addition to the Excess Interest Adjustment and any applicable premium
taxes, surrenders may be subject to income taxes and, if prior to age 59 1/2,
a ten percent Federal penalty tax. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 51.)

NURSING CARE AND TERMINAL CONDITION WAIVER

If you or your spouse (Annuitant or Annuitant's spouse if the Owner is not a
natural person): (1) has been confined in a hospital or nursing facility for
30 consecutive days, or (2) has been diagnosed as having a terminal condition
as defined in the Policy or endorsement (generally a life expectancy of 12
months or less), then the Excess Interest Adjustment is not imposed on
surrenders or Partial Withdrawals. (This benefit may not be available in all
states or in all Policy forms--See the Policy or endorsement for details.)

EXCESS INTEREST ADJUSTMENT (EIA)

Surrenders, Partial Withdrawals, transfers, and amounts applied to a Payment
Option (prior to the end of a Guaranteed Period) from the Fixed Account
Guaranteed Period Options will be subject to an Excess Interest Adjustment
except as provided for under "Surrenders" or "Nursing Care and Terminal
Condition Withdrawal Option" above or "Systematic Payout Option," below. Prior
versions of the Policy or Policies offered in certain states may not be
subject to an Excess Interest Adjustment. (See Appendix B to this Prospectus.)

The Excess Interest Adjustment partially compensates PFL for the foregoing
early removal of funds from the Guaranteed Period Options where

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<PAGE>

interest rates have risen since the date of the guarantee. Conversely, the
Excess Interest Adjustment allows PFL to share the benefit of falling interest
rates with you upon such withdrawals.

Generally, if interest rates declared by PFL have risen since the date of
the guarantee, the application of the Excess Interest Adjustment (a negative
Excess Interest Adjustment in this case) will result in a lower payment upon
surrender. Conversely, if interest rates have fallen since the date of the
guarantee, the application of the Excess Interest Adjustment (a positive
Excess Interest Adjustment in this case) will result in a higher payment upon
surrender.

Excess Interest Adjustments will not reduce the Adjusted Policy Value for a
Guaranteed Period Option below the Premium Payments and transfers to that
Guaranteed Period Option, less any prior Partial Withdrawals and transfers
from that Guaranteed Period Option, plus interest at the Policy's minimum
guaranteed effective annual interest rate of 3%.

The formula for calculating the EIA and examples of the application of the
EIA are set forth in Appendix A to this Prospectus.

SYSTEMATIC PAYOUT OPTION

Under the Systematic Payout Option, you can instruct PFL to make automatic
payments to them monthly, quarterly, semi-annually or annually from a
specified Subaccount. Monthly and quarterly payments can only be sent by
electronic funds transfer directly to a checking or savings account. The
minimum payment is $50.00. The maximum payment is 10% of the Policy Value at
the time the Systematic Payout is elected divided by the number of payments
made per year (for example, 12 for monthly). If this requested amount is below
the minimum distribution requirements for that policy specified by the IRS for
tax qualified plans, the maximum payment will be increased to this minimum
required distribution amount. The "Request for Systematic Payout" form must
specify a date for the first payment, which must be at least 30 days but not
more than one year after the form is submitted (for example, Systematic
Payouts will start at the end of the payment mode selected, but not earlier
than 30 days from the date of request).

The Excess Interest Adjustment will be waived for Owners under age 59 1/2 of
Qualified Policies if they take Systematic Payouts using one of the payout
methods described in I.R.S. Notice 89-25, Q&A-12 (the Life Expectancy
Recalculation Option, Amortization, or Annuity Factor) which generally require
payments for life or life expectancy. These payments must be continued until
the later of age 59 1/2 or five years from their commencement. No additional
withdrawals may be taken during this time. For Qualified Policies, when the
Owner is age 59 1/2 or older, the Excess Interest Adjustment will be waived if
payments are made using the Life Expectancy Recalculation Option.

In addition, for either Qualified or Nonqualified Policies, the Excess
Interest Adjustment will not be imposed on Systematic Payouts.

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<PAGE>

Qualified Policies are subject to complex rules with respect to restrictions
on and taxation of distributions, including the applicability of penalty
taxes. In addition, the tax treatment of systematic payouts from Nonqualified
Policies has had an unfavorable ruling regarding the ability to avoid the 10%
penalty tax. Therefore, you should consult a qualified tax adviser before
requesting a Systematic Payout. In certain circumstances withdrawn amounts may
be included in the your income. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 51.)

ANNUITY PAYMENTS

Annuity Commencement Date. Unless the Annuity Commencement Date is changed,
Annuity Payments under a Policy will begin on the Annuity Commencement Date
you select at the time you apply for the Policy. You may change the Annuity
Commencement Date from time to time by Written Notice to PFL, provided that
notice of each change is received by PFL at its Administrative and Service
Office at least thirty (30) days prior to the then current Annuity
Commencement Date. Except as otherwise permitted by PFL, a new Annuity
Commencement Date must be a date which is: (1) at least thirty (30) days after
the date notice of the change is received by PFL; and (2) not later than the
last day of the Policy month starting after the Annuitant attains age 85. In
no event will an Annuity Commencement Date be permitted to be later than the
last day of the month following the month in which the Annuitant attains age
95. The Annuity Commencement Date may also be changed by the Beneficiary's
election of the Annuity Option after the Annuitant's death.

Election of Payment Option. During the lifetime of the Annuitant and prior
to the Annuity Commencement Date, you may choose an Annuity Payment Option or
change the election, but Written Notice of any election or change of election
must be received by PFL at its Administrative and Service Office at least
thirty (30) days prior to the Annuity Commencement Date. If no election is
made prior to the Annuity Commencement Date, Annuity Payments will be made
under (i) Option 3, life income with level payments for 10 years certain,
using the existing Policy Value of the Fixed Account, or (ii) Option 3-V, life
income with variable payments for 10 years certain, using the existing Policy
Value of the Mutual Fund Account and the Target Account, or (iii) in a
combination of (i) and (ii). If the Policy Value on the Annuity Commencement
Date is less than $2,000, PFL reserves the right to pay it in one lump sum in
lieu of applying it under an Annuity Payment Option.

Prior to the Annuity Commencement Date, the Beneficiary may elect to receive
the Death Benefit in a lump sum or under one of the Payment Options, to the
extent allowed by law and subject to the terms of any settlement agreement.
(See "Death Benefit," p. 44.) Subject to the restrictions of certain state
laws, Annuity Payments will be made on either a fixed basis or a variable
basis as selected by you (or the Beneficiary, after the Annuitant's death).

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<PAGE>

The person who elects a Payment Option can also name one or more successor
payees to receive any unpaid amount PFL has at the death of a payee. Naming
these payees cancels any prior choice of a successor payee.

A payee who did not elect the Payment Option does not have the right to
advance or assign payments, take the payments in one sum, or make any other
change. However, the payee may be given the right to do one or more of these
things if the person who elects the option tells PFL in writing and PFL
agrees.

Unless you specify otherwise, the payee shall be the Annuitant, or, after
the Annuitant's death, the Beneficiary. PFL may require written proof of the
age of any person who has an annuity purchased under Option 3, 3-V, 5 or 5-V.

Premium Tax. PFL may be required by state law to pay premium tax: on the
amount applied to a Payment Option, or upon Surrender, or upon payment of
death proceeds. If so, PFL will deduct the premium tax before applying or
paying the proceeds.

Supplementary Policy. Once proceeds become payable and a choice has been
made, PFL will issue a Supplementary Policy in settlement of the option
elected under the Policy setting forth the terms of the option elected. The
Supplementary Policy will name the payees and will describe the payment
schedule.

ANNUITY PAYMENT OPTIONS

The Policy provides five Payment Options which are described below. Three of
these are offered as either "Fixed Payment Options" or "Variable Payment
Options," and two are only available as Fixed Payment Options. You may elect a
Fixed Payment Option, a Variable Payment Option, or a combination of both. If
you elect a combination, you must specify what part of the Policy proceeds are
to be applied to the Fixed and Variable Options (and you must also specify
which Subaccounts for the Variable Options).

NOTE CAREFULLY: Under Payment Options 3(1) and 5 (including 3-V(1) and 5-V),
it would be possible for only one Annuity Payment to be made if the
Annuitant(s) were to die before the due date of the second Annuity Payment;
only two Annuity Payments if the Annuitant(s) were to die before the due date
of the third Annuity Payment; and so forth.

On the Annuity Commencement Date, the Policy's Adjusted Policy Value will be
applied to provide for Annuity Payments under the selected Annuity Option as
specified. The Adjusted Policy Value is the Policy Value (for the Valuation
Period which ends immediately preceding the Annuity Commencement Date),
increased or decreased by any applicable Excess Interest Adjustment.

The effect of choosing a Fixed Annuity Option is that the amount of each
payment will be set on the Annuity Commencement Date and will not

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change. If a Fixed Annuity Option is selected, the Adjusted Policy Value will
be transferred to the general account of PFL, and the Annuity Payments will be
fixed in amount by the fixed annuity provisions selected and the age and sex
(if consideration of sex is allowed) of the Annuitant. For further
information, contact PFL at its Administrative and Service Office.

Guaranteed Values. There are five Fixed Annuity Options. Options 1, 2 and 4
are based on a guaranteed interest rate of 3%. Options 3 and 5 are based on a
guaranteed interest rate of 3% using the "1983 Table a" (male, female, and
unisex if required by law) mortality table improved to the year 2000 with
projection scale G. ("The 1983 Table a" mortality rates are adjusted based on
improvements in mortality since 1983 to more appropriately reflect increased
longevity. This is accomplished using a set of improvement factors referred to
as projection scale G.)

Option 1--Interest Payments. The policy proceeds may be left with PFL for
any term agreed to. PFL will pay the interest in equal payments or it may be
left to accumulate. Withdrawal rights will be agreed upon by you and PFL when
the option is elected.

Option 2--Income for a Specified Period. Level payments of the proceeds with
interest are made for the fixed period elected, at which time the funds are
exhausted.

Option 3--Life Income. An election may be made between:

1. "No Period Certain"--Level payments will be made during the lifetime
of the Annuitant.

2. "10 Years Certain"--Level Payments will be made for the longer of the
Annuitant's lifetime or ten years.

3. "Guaranteed Return of Policy Proceeds"--Level payments will be made
for the longer of the Annuitant's lifetime or the number of payments
which, when added together, equals the proceeds applied to the income
option.

Option 4--Income of a Specified Amount. Payments are made for any specified
amount until the proceeds with interest are exhausted.

Option 5--Joint and Survivor Annuity. Payments are made during the joint
lifetime of the payee and a joint payee you select. Payments will be made as
long as either person is living.

Other options may be arranged by agreement with PFL. Certain options may not
be available in some states.

Current immediate annuity rates for the same class of annuities will be used
if higher than the guaranteed amount (guaranteed amounts are based upon the
tables contained in the Policy). Current amounts may be obtained from PFL.

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<PAGE>

Variable Payment Options. The dollar amount of the first Variable Annuity
Payment will be determined in accordance with the annuity payment rates set
forth in the applicable table contained in the Policy. The tables are based on
a 5% effective annual assumed investment return and the "1983 Table a" (male,
female, and unisex if required by law) mortality table improved to the year
2000 with projection Scale G. ("The 1983 Table a" mortality rates are adjusted
based on improvements in mortality since 1983 to more appropriately reflect
increased longevity. This is accomplished using a set of improvement factors
referred to as projection scale G.) The dollar amount of every subsequent
Variable Annuity Payment will vary based on the investment performance of the
Subaccount of the Mutual Fund Account or the Target Account selected by the
Annuitant or Beneficiary. If the actual investment performance exactly matched
the Assumed Investment Return of 5% at all times, the amount of each Variable
Annuity Payment would remain equal. If actual investment performance exceeds
the Assumed Investment Return, the amount of the payments would increase.
Conversely, if actual investment performance is worse than the Assumed
Investment Return, the amount of the payments would decrease.

Determination of the First Variable Payment. The amount of the first
variable payment depends upon the sex (if consideration of sex is allowed) and
adjusted age of the Annuitant. The adjusted age is the Annuitant's actual age
nearest birthday, at the Annuity Commencement Date, adjusted as follows:

<TABLE>
<CAPTION>
ANNUITY COMMENCEMENT DATE ADJUSTED AGE
------------------------- --------------------
<S> <C>
Before 2001 Actual Age
2001-2010 Actual Age minus 1
2011-2020 Actual Age minus 2
2021-2030 Actual Age minus 3
2031-2040 Actual Age minus 4
After 2040 As determined by PFL
</TABLE>

This adjustment assumes an increase in life expectancy, and therefore it
results in lower payments than without such an adjustment.

The following Variable Payment Options generally are available:

Option 3-V--Life Income. An election may be made between:

1. "No Period Certain"--Payments will be made during the lifetime of the
Annuitant.

2. "10 Years Certain"--Payments will be made for the longer of the
Annuitant's lifetime or ten years.

Option 5-V--Joint and Survivor Annuity. Payments are made as long as either
the Annuitant or the joint Annuitant is living.

Certain options may not be available in some states.

Determination of Subsequent Variable Payments. All Variable Annuity Payments
other than the first are calculated using "Annuity Units"

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<PAGE>

which are credited to the Policy. The number of Annuity Units to be credited
in respect of a particular Subaccount is determined by dividing that portion
of the first Variable Annuity Payment attributable to that Subaccount by the
Annuity Unit Value of that Subaccount for the Annuity Commencement Date. The
number of Annuity Units of each particular Subaccount credited to the Policy
then remains fixed. The dollar value of variable Annuity Units in the chosen
Subaccount will increase or decrease reflecting the investment experience of
the chosen Subaccount. The dollar amount of each Variable Annuity Payment
after the first may increase, decrease or remain constant, and is equal to the
sum of the amounts determined by multiplying the number of Annuity Units of
each particular Subaccount credited to the Policy by the Annuity Unit Value
for the particular Subaccount on the date the payment is made.

Transfers. You may transfer the value of the Annuity Units from one
Subaccount to another within the Mutual Fund Account, the Target Account or to
the Fixed Account. However, after the Annuity Commencement Date, no transfers
may be made from the Fixed Account to the Mutual Fund Account or the Target
Account. The minimum amount which may be transferred is the lesser of $10 of
monthly income or the entire monthly income of the variable Annuity Units in
the Subaccount from which the transfer is being made. The remaining Annuity
Units in the Subaccount must provide at least $10 of monthly income. If, after
a transfer, the monthly income of the remaining Annuity Units in a Subaccount
would be less than $10, PFL reserves the right to include those Annuity Units
as part of the transfer. PFL reserves the right to limit transfers between
Subaccounts after the Annuity Commencement Date to once per Policy Year.

* * *

Tax Withholding. A portion or the entire amount of the Annuity Payments may
be taxable as ordinary income. If, at the time the Annuity Payments begin, you
have not provided PFL with a written election not to have federal income taxes
withheld, PFL must by law withhold such taxes from the taxable portion of such
Annuity Payments and remit that amount to the federal government. Withholding
is mandatory for certain Qualified Policies. (See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES," p. 51.)

Adjustment of Annuity Payments. Payments will be made at 1, 3, 6, or 12
month intervals. If the individual payments provided for would be or become
less than $50, PFL may change, at its discretion, the frequency of payments to
such intervals as will result in payments of at least $50. If the Adjusted
Policy Value on the Annuity Commencement Date is less than $2,000, PFL may pay
such value in one sum in lieu of the payments otherwise provided for.

DEATH BENEFIT

Death of Annuitant/Owner Prior to Annuity Commencement Date. A Death Benefit
will be paid to the Beneficiary if the Owner, who is the

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Annuitant, dies prior to the Annuity Commencement Date. The amount of the
Death Benefit is the greatest of the Policy Value, the Cash Value, or the
Guaranteed Minimum Death Benefit selected. Prior versions of the Policy or
Policies offered in certain states may provide for a different definition or
calculation of the Death Benefit. See Appendix B and the Policy or endorsement
for details. The Death Benefit is not payable upon the death of the Annuitant
if the Annuitant and Owner are not the same person, unless the Owner makes a
separate election to do so.

There are three Guaranteed Minimum Death Benefit Options available: (A) The
"5% Annually Compounding Death Benefit," (B) the "Annual Step-Up Death
Benefit," and (C) the "Return of Premium Death Benefit."

The "5% Annually Compounding Death Benefit" is the total Premium Payments
less any Adjusted Partial Withdrawals plus interest at an effective annual
rate of 5% from the payment or withdrawal date up to the date of death.

The "Annual Step-Up Guaranteed Minimum Death Benefit" is the highest Policy
Value on any Policy Anniversary prior to the earlier of the date of death or
the Owner's 81st birthday, plus Premium Payments less any Adjusted Partial
Withdrawals since that anniversary. For this purpose, the Policy Date will be
treated as a Policy Anniversary. Any applicable Excess Interest Adjustments on
transfers from the Fixed Account will affect the value of this Guaranteed
Minimum Death Benefit.

The "Return of Premium Death Benefit" is the total Premium Payments less any
Adjusted Partial Withdrawals (defined below) as of the date of death.

Under all three Death Benefit Options, if the surviving spouse elects to
continue the Policy in lieu of receiving the Death Benefit, an amount equal to
the excess, if any, of the Guaranteed Minimum Death Benefit over the Policy
Value, will then be added to the Policy Value. This amount will be added only
once, at the time of such election. Thereafter, the amount paid on the death
of the surviving spouse is based on the Guaranteed Minimum Death Benefit
elected on the Policy Date and the surviving spouse's age.

The 5% Compound Death Benefit is not available if either the Annuitant or
the Owner is age 75 or higher on the Policy Date. The Annual Step-Up Death
Benefit is not available if either the Annuitant or the Owner is age 81 or
higher on the Policy Date. If no choice is made in the Policy application then
the Return of Premium Death Benefit will apply.

After the Policy Date, an election cannot be made and the Guaranteed Minimum
Death Benefit option cannot be changed.

The Death Benefit is based on values determined on the later of when PFL
receives due proof of death and an election of settlement option.

Adjusted Partial Withdrawal. The Adjusted Partial Withdrawal is the total
amount deducted from the Guaranteed Minimum Death Benefit

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following a Partial Withdrawal of the Policy Value. Each Adjusted Partial
Withdrawal is the sum of (1) and (2), where

(1)The adjustment free withdrawal amount taken and,

(2)the product of (a) times (b) where:

(a) is the ratio of the amount of the Excess Partial Withdrawal to the
Policy Value on the date of (but prior to) the Excess Partial Withdrawal;
and

(b) is the Death Benefit on the date of (but prior to) the Excess Partial
Withdrawal.

If a Partial Withdrawal is taken when the Guaranteed Minimum Death Benefit
exceeds the Policy Value, then the amount deducted from the Guaranteed Minimum
Death Benefit as a result of the Partial Withdrawal (that is, the Adjusted
Partial Withdrawal) will exceed the Partial Withdrawal request. In that case,
the total proceeds of a Partial Withdrawal followed by a Death Benefit could
be less than total Premium Payments.

Payment of Death Benefit. Due Proof of Death of the Annuitant is proof that
the Annuitant who is the Owner died prior to the commencement of Annuity
Payments. Upon receipt of this proof and an election of a method of settlement
and return of the Policy, the Death Benefit generally will be paid within
seven days, or as soon thereafter as PFL has sufficient information about the
Beneficiary to make the payment. The Beneficiary may receive the amount
payable in a lump sum cash benefit, or, subject to any limitation under any
state or federal law, rule, or regulation, under one of the Annuity Payment
Options described above, unless a settlement agreement is effective at the
death of the Owner preventing such election.

Required Distribution. If the Annuitant was the Owner, and the Beneficiary
was not the Annuitant's spouse, the Death Benefit must (1) be distributed
within five years of the date of the deceased Owner's death, or (2) payments
under a Payment Option must begin within one year of the deceased Owner's
death and must be made for the Beneficiary's lifetime or for a period certain
(so long as any certain period does not exceed the Beneficiary's life
expectancy). Death proceeds which are not paid to or for the benefit of a
natural person must be distributed within five years of the date of the
deceased Owner's death. If the sole Beneficiary is the deceased Owner's
surviving spouse, such spouse may elect to continue the Policy as the new
Annuitant and Owner instead of receiving the Death Benefit. (See "Federal Tax
Matters" in the Statement of Additional Information.)

If the Annuitant is not the Owner, and the Owner dies prior to the Annuity
Commencement Date, a Successor Owner may surrender the Policy at any time for
the Adjusted Policy Value. If the Successor Owner is not the deceased Owner's
surviving spouse, however, this amount must be distributed within five years
after the date of death of the Owner, or payments under a Payment Option must
begin within one year of the deceased Owner's death and must be made for the
Beneficiary's lifetime or

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<PAGE>

for a period certain (so long as any certain period does not exceed the
Beneficiary's life expectancy).

Death On or After Annuity Commencement Date. The death benefit payable on or
after the Annuity Commencement Date depends on the Payment Option selected. If
any Owner dies on or after the Annuity Commencement Date, but before the
entire interest in the Policy is distributed, the remaining portion of such
interest in the Policy will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death.

Beneficiary. The Beneficiary designation in the application will remain in
effect until changed. You may change the designated Beneficiary by sending
Written Notice to PFL. The Beneficiary's consent to such change is not
required unless the Beneficiary was irrevocably designated or consent is
required by law. (If an irrevocable Beneficiary dies, you may then designate a
new Beneficiary.) The change will take effect as of the date you sign the
Written Notice, whether or not you are living when the Notice is received by
PFL. PFL will not be liable for any payment made before the Written Notice is
received. If more than one Beneficiary is designated, and you fail to specify
their interests, they will share equally.

DEATH OF OWNER

Federal tax law requires that if the Owner (including any joint Owner or any
Successor Owner who has become a current Owner) dies before the Annuity
Commencement Date, then the entire value of the Policy must generally be
distributed within five years of the date of death of the Owner. Certain rules
apply where 1) the spouse of the deceased Owner is the sole Beneficiary, 2)
the Owner is not a natural person and the primary Annuitant dies or is
changed, or 3) any Owner dies after the Annuity Commencement Date. See
"Federal Tax Matters" in the Statement of Additional Information for a
detailed description of these rules. Other rules may apply to Qualified
Policies. (See also "DISTRIBUTIONS UNDER THE POLICY--Death Benefit" p. 44.)

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105 of the Texas Educational Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their interest in a
variable annuity policy issued under the ORP only upon: (1) termination of
employment in the Texas public institutions of higher education; (2)
retirement; or (3) death. Accordingly, a participant in the ORP (or the
participant's estate if the participant has died) will be required to obtain a
certificate of termination from the employer or a certificate of death before
the account can be redeemed.

RESTRICTIONS UNDER SECTION 403(B) PLANS

Section 403(b) of the Internal Revenue Code provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational

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<PAGE>

organizations. In accordance with the requirements of Section 403(b), any
Policy used for a 403(b) plan will prohibit distributions of elective
contributions and earnings on elective contributions except upon death of the
employee, attainment of age 59, separation from service, disability, or
financial hardship. In addition, income attributable to elective contributions
may not be distributed in the case of hardship.

RESTRICTIONS UNDER QUALIFIED POLICIES

Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under Qualified Policies or under the terms
of the plans in respect of which Qualified Policies are issued.

CHARGES AND DEDUCTIONS

No deductions are made from Premium Payments, so that the full amount of
each Premium Payment is invested in one or more of the Accounts. PFL will make
certain charges and deductions in connection with the Policy in order to
compensate it for bearing mortality and expense risks under the Policy and for
management, administrative and distribution expenses. Charges may also be made
for premium taxes, federal, state or local taxes, or for certain transfers or
other transactions. Charges and expenses are also deducted from the Underlying
Funds and the Target Subaccounts.

MORTALITY AND EXPENSE RISK FEE

PFL imposes a daily charge as compensation for bearing certain mortality and
expense risks in connection with the Policies. For the 5% Annually Compounding
Death Benefit and the Annual Step-Up Death Benefit, this charge is equal to an
effective annual rate of 1.25% of the daily net asset value of the Mutual Fund
Account and the Target Account. For the Return of Premium Death Benefit, the
corresponding charge is equal to an effective annual rate of 1.10% of the
daily net asset value of the Mutual Fund Account and the Target Account. The
Mortality and Expense Risk Fee is reflected in the Accumulation or Annuity
Unit Values for the Policy for each Subaccount, and is deducted in both the
accumulation and the annuity payment phases of the policy.

Policy Values and Annuity Payments are not affected by changes in actual
mortality experience nor by actual expenses incurred by PFL. The mortality
risks assumed by PFL arise from its contractual obligations to make Annuity
Payments (determined in accordance with the Annuity tables and other
provisions contained in the Policy) and to pay Death Benefits prior to the
Annuity Commencement Date. Thus, you are assured that neither an Annuitant's
own longevity nor an unanticipated improvement in general life expectancy will
adversely affect the monthly Annuity payments that the Annuitant will receive
under the Policy.

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<PAGE>

PFL also bears substantial risk in connection with the Death Benefit
Guarantee since PFL will pay a Death Benefit equal to the Guaranteed Minimum
Death Benefit if that amount is higher than the Policy Value.

The expense risk assumed by PFL is the risk that PFL's actual expenses in
administering the Policy and the Accounts will exceed the amount recovered
through the Administrative Charges.

If the Mortality and Expense Risk Fee is insufficient to cover PFL's actual
costs, PFL will bear the loss; conversely, if the charge is more than
sufficient to cover costs, the excess will be profit to PFL. PFL expects a
profit from this charge. PFL's expenses for distributing the Policies will be
borne by the general assets of PFL which may include amounts, if any, derived
from the Distribution Financing Charge and, if necessary, the Mortality and
Expense Risk Fee. A Mortality and Expense Risk Fee is assessed during the
annuity payment phase for all Variable Payment Options.

ADMINISTRATIVE CHARGES

Service Charge. In order to cover the costs of administering the Policies,
PFL deducts a Service Charge from the Policy Value of each Policy. The annual
Service Charge is deducted from the Policy Value of each Policy on each Policy
Anniversary prior to the Annuity Commencement Date. The charge is not deducted
after the Annuity Commencement Date. The annual Service Charge is the lesser
of 2% of the Policy Value or $35, and it will not be increased in the future.
This charge is waived if either the Policy Value or the sum of all Premium
Payments, less the sum of all Partial Withdrawals, equals or exceeds $50,000
on a Policy Anniversary (or date of surrender). PFL also reserves the right to
charge up to $35 at the time of surrender during any Policy Year. The Service
Charge will be deducted from the Investment Option(s) in the same proportion
that your interest in each Investment Option bears to your total Policy Value.

Administrative Charge. PFL also deducts a daily Administrative Charge from
the net assets of the Mutual Fund Account and the Target Account to partially
cover expenses incurred by PFL in connection with the administration of each
Account and the Policies. The effective annual rate of this charge is .15% of
the net assets in the Mutual Fund Account and the Target Account. This charge
is reflected in the Accumulation or Annuity Unit Values for the Policy for
each Subaccount.

DISTRIBUTION FINANCING CHARGE

During the first ten Policy years, and prior to the Annuity Commencement
Date, PFL deducts a daily Distribution Financing Charge equal to an effective
annual rate of 0.25% of the daily net asset value of the Mutual Fund Account
and the Target Account. The Distribution Financing Charge is paid to PFL and
is designed to partially compensate PFL for the cost of distributing the
Policies. The Distribution Financing Charge will be

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used to support marketing efforts, training of representatives and
reimbursement of expenses incurred by broker/dealers who sell the Policies.
The staff of the SEC deems such charge to constitute a deferred sales charge.

PREMIUM TAXES

PFL currently makes no deduction from the Premium Payments for any state
premium taxes PFL pays in connection with Premium Payments under the Policies.
However, PFL will deduct the aggregate premium taxes paid on behalf of a
particular Policy on (i) the Annuity Commencement Date, (ii) the total
surrender of a Policy, or (iii) payment of the death proceeds of a Policy.
Premium taxes currently range from 0% to 3.50% of Premium Payments.

FEDERAL, STATE AND LOCAL TAXES

No charges are currently made for federal, state, or local taxes other than
premium taxes. However, PFL reserves the right to deduct charges in the future
for any taxes or other economic burden resulting from the application of any
tax laws that PFL determines to be attributable to the Account or the
Policies.

TRANSFER CHARGE

PFL will not impose a transfer charge for the first 12 transfers between
Investment Options in each Policy Year. PFL reserves the right to impose a $10
charge for the thirteenth and each subsequent transfer request you make during
a single Policy Year. For the purpose of determining whether a transfer charge
is payable, Premium Payment allocations are not considered transfers. All
transfer requests made simultaneously will be treated as a single request. No
transfer charge will be imposed for any transfer which is not at your request.

OTHER EXPENSES INCLUDING INVESTMENT ADVISORY FEES

Each of the Mutual Fund Account Portfolios and the Target Subaccounts is
responsible for all of its expenses. In addition, charges will be made against
each of the Portfolios of the Underlying Funds and the Target Subaccounts for
investment advisory services provided to them. The net assets of each
Portfolio of the Underlying Funds and the Target Subaccounts will reflect
deductions in connection with the investment advisory fee and other expenses.

For more information concerning the investment advisory fee and other
expenses of the Portfolios, see the prospectuses for the Underlying Funds,
current copies of which accompany this Prospectus. Investment advisory fees
and other expenses of the Target Subaccounts are described more fully in Part
III of this Prospectus.

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<PAGE>

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general
discussion of certain of the expected federal income tax consequences of
investment in and distributions with respect to a Policy, based on the
Internal Revenue Code of 1986, as amended (the "Code"), proposed and final
Treasury Regulations thereunder, judicial authority, and current
administrative rulings and practice. This summary discusses only certain
federal income tax consequences to "United States Persons," and does not
discuss state, local, or foreign tax consequences. United States Persons means
citizens or residents of the United States, domestic corporations, domestic
partnerships and trusts or estates that are subject to United States federal
income tax regardless of the source of their income.

At the time the initial Premium Payment is paid, a prospective purchaser
must specify whether he or she is purchasing a Nonqualified Policy or a
Qualified Policy. If the initial Premium Payment is derived from an exchange
or surrender of another annuity policy, PFL may require that the prospective
purchaser provide information with regard to the federal income tax status of
the previous annuity policy. PFL will require that persons purchase separate
Policies if they desire to invest monies qualifying for different annuity tax
treatment under the Code. Each such separate Policy would require the minimum
initial Premium Payment stated above. Additional Premium Payments under a
Policy must qualify for the same federal income tax treatment as the initial
Premium Payment under the Policy; PFL will not accept a Additional Premium
Payment under a Policy if the federal income tax treatment of such Premium
Payment would be different from that of the initial Premium Payment.

The Qualified Policies were designed for use by retirement plans and
individual retirement accounts that qualify for special federal income tax
treatment under Sections 401(a), 403(b), 408(a), or 457 of the Code and
individuals purchasing individual retirement annuities that qualify for
special federal income tax treatment under Section 408(b) of the Code. Certain
requirements must be satisfied in purchasing a Qualified Policy in order for
the plan, account or annuity to retain its special tax treatment. This summary
is not intended to cover such requirements, and assumes that Qualified
Policies are purchased pursuant to retirement plans or individual retirement
accounts, or are individual retirement annuities, that qualify for such
special tax treatment. This summary was prepared by PFL after consultation
with tax counsel, but no opinion of tax counsel has been obtained.

THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL PURPOSES ONLY. EACH
POTENTIAL PURCHASER IS URGED TO CONSULT HIS/HER OWN TAX ADVISER AS TO THE
CONSEQUENCES OF INVESTMENT IN A POLICY UNDER FEDERAL AND APPLICABLE STATE,
LOCAL AND FOREIGN TAX LAWS.

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<PAGE>

TAX STATUS OF THE POLICY

Diversification Requirements. Section 817(h) of the Code provides that in
order for a variable contract which is based on a segregated asset account to
qualify as an annuity contract under the Code, the investments made by such
account must be "adequately diversified" in accordance with Treasury
regulations. The Treasury regulations issued under Section 817(h) (Treas. Reg.
(S)1.817-5) apply a diversification requirement to each of the Mutual Fund
Subaccounts and the Target Subaccounts. The Mutual Fund Account, through its
Underlying Funds and their Portfolios, and the Target Account, through its
Subaccounts, intends to comply with the diversification requirements of the
Treasury. PFL has entered into agreements regarding participation in the
Endeavor Series Trust and WRL Series Fund, Inc. that requires the Portfolios
to be operated in compliance with the Treasury regulations. PFL has entered
into an agreement with First Trust Advisers, L.P., the adviser of the Target
Account, that requires the Target Subaccounts to be operated in compliance
with the Treasury regulations.

Owner Control. In certain circumstances, owners of variable annuity
contracts may be considered the owners, for Federal income tax purposes, of
the assets of the separate account used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includable in the variable annuity contract owner's gross income. Several
years ago, the IRS stated in published rulings that a variable annuity
contract owner will be considered the owner of separate account assets if the
contract owner possesses incidents of ownership in those assets, such as the
ability to exercise investment control over the assets. More recently, the
Treasury Department announced, in connection with the issuance of regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., you),
rather than the insurance company, to be treated as the owner of the assets in
the account." This announcement also stated that guidance would be issued by
way of regulations or rulings on the "extent to which policyholders may direct
their investments to particular subaccounts without being treated as owners of
the underlying assets."

The ownership rights under the contract are similar to, but different in
certain respects from those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.
For example, you have the choice of one or more Subaccounts in which to
allocate premiums and Policy Values, and may be able to transfer among these
accounts more frequently than in such rulings. Moreover, the investment
strategies for the Target Subaccounts are innovative and have not been
addressed by the IRS. These differences could result in you being treated as
the owner of the assets of the Mutual Fund Account or the Target Account. In
addition, PFL does not know what standards will be set forth, if any, in the
regulations or rulings that the Treasury Department has stated it expects to
issue. PFL therefore reserves the right to modify the Policies as necessary to
attempt to prevent you from being considered the owner of a

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<PAGE>

pro rata share of the assets of the Mutual Fund Account or the Target Account.

The Statement of Additional Information discusses other tax requirements for
qualifying as an annuity contract.

The following discussion is based on the assumption that the Policy
qualifies as an annuity contract for federal income tax purposes.

TAXATION OF ANNUITIES

The discussion below applies only to those Policies owned by natural
persons, and that qualify as annuity contracts for federal income tax
purposes. With respect to Owners who are natural persons, the Policy should be
treated as an annuity contract for federal income tax purposes.

In General. Except as described below with respect to Owners who are not
natural persons, an Owner who holds a Policy satisfying the diversification
and distribution requirements described in the Statement of Additional
Information should not be taxed on increases in the Policy Value until an
amount is received or deemed received, e.g., upon a partial or full surrender
or as Annuity Payments under the Annuity Option selected. Generally, any
amount received or deemed received under a Nonqualified Annuity Contract prior
to the Annuity Commencement Date is deemed to come first from any "Income on
the Contract" and then from the "Investment in the Contract." The "Investment
in the Contract" generally equals total premium payments less amounts received
which were not includable in gross income. To the extent that the Policy Value
(Cash Value in the event of a surrender) exceeds the "Investment in the
Contract," such excess constitutes the "Income on the Contract." For these
purposes such "Income on the Contract" shall be computed by reference to the
aggregation rules described below, and the amount includable in gross income
will be taxable as ordinary income. If at the time that any amount is received
or deemed received there is no "Income on the Contract" (e.g., because the
gross Policy Value does not exceed the "Investment in the Contract" and no
aggregation rule applies), then such amount received or deemed received will
not be includable in gross income, and will simply reduce the "Investment in
the Contract."

For this purpose, the assignment, pledge or agreement to assign or pledge
any portion of the Policy Value (including assignment of Owner's right to
receive Annuity Payments prior to the Annuity Commencement Date) generally
will be treated as a distribution in the amount of such portion of the Policy
Value. Additionally, if an Owner designates a new Owner prior to the Annuity
Commencement Date without receiving full and adequate consideration, the old
Owner generally will be treated as receiving a distribution under the Policy
in an amount equal to the Policy Value. A transfer of ownership or an
assignment of a Policy, or designation of a Beneficiary or Annuitant who is
not also the Owner as well as the selection of certain Annuity Commencement
Dates, may result in certain tax consequences to the Owner that are not
discussed herein. An Owner

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<PAGE>

contemplating any such transfer, designation, selection or assignment of a
Policy should contact a competent tax adviser with respect to the potential
tax effects of such a transaction.

Aggregation Rules. Generally all nonqualified deferred annuity contracts
issued by the same company (or an affiliated company) to the same owner during
any calendar year shall be treated as one annuity contract, and "aggregated"
for purposes of determining the amount includable in gross income. In
addition, for such purposes, all individual retirement annuities and accounts
under Section 408 of the Code for an individual are aggregated, and generally
all distributions therefrom during a calendar year are treated as one
distribution made as of the end of such year.

Surrenders or Partial Withdrawals. In the case of a partial withdrawal
(including systematic Partial Withdrawals) under a Nonqualified Policy, the
amount received generally will be includable in gross income to the extent
that it does not exceed the "Income on the Contract," which is generally equal
to the excess of the Policy Value immediately before the partial surrender
over the "Investment in the Contract" at that time. However, for these
purposes the Policy Value immediately before a Partial Withdrawal may have to
be increased by any positive Excess Interest Adjustment which results from
such a partial withdrawal or which could result from a simultaneous surrender,
and may need further adjustments if the aggregation rules apply. There is,
however, no definitive guidance on the proper tax treatment of Excess Interest
Adjustments, and you should contact a competent tax adviser with respect to
the potential tax consequences of an Excess Interest Adjustment that may apply
in the case of a Non-Qualified Policy or a Qualified Policy. In the case of a
partial withdrawal (including systematic withdrawals) under a Qualified Policy
(other than one qualified under Section 457 of the Code), a ratable portion of
the amount received is generally excludable from gross income, based on the
ratio of the "Investment in the Contract" to the individual's total account
balance or accrued benefit under the retirement plan at the time of each such
payment. For a Qualified Policy, the "Investment in the Contract" can be zero.
Special tax rules may be available for certain distributions from a Qualified
Policy. In the case of a surrender under a Nonqualified Policy or a Qualified
Policy, the amount received generally will be taxable only to the extent it
exceeds the "Investment in the Contract," unless the aggregation rules apply.

Annuity Payments. Although the tax consequences may vary depending on the
Annuity Payment Option elected under the Policy, in general only a portion of
the Annuity Payments received after the Annuity Commencement Date will be
includable in the gross income of the recipient.

For Fixed Annuity Payments, in general the excludable portion of each
payment is determined by dividing the "Investment in the Contract" on the
Annuity Commencement Date by the total expected value of the Annuity Payments
for the term of the payments. The remainder of each Annuity

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Payment is includable in gross income. Once the "Investment in the Contract"
has been fully recovered, the full amount of any additional Annuity Payments
is includable in gross income.

For Variable Annuity Payments, the includable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is excludable from gross income. This dollar amount is determined
by dividing the "Investment in the Contract" on the Annuity Commencement Date
by the total number of expected periodic payments. The remainder of each
Annuity Payment is includable in gross income. Once the "Investment in the
Contract" has been fully recovered, the full amount of any additional Annuity
Payments is includable in gross income.

Where you allocate a portion of the Adjusted Policy Value on the Annuity
Commencement Date to more than one Annuity Payment option (fixed or variable),
special rules govern the allocation of the Policy's entire "Investment in the
Contract" on such date to each such option, for purposes of determining the
excludable amount of each payment received under that option. PFL makes no
attempt to describe these allocation rules, because they would prescribe a
complex variety of results, depending on how the allocations were made among
the various types of options. Instead, you are advised to consult a competent
tax adviser as to the potential tax effects of allocating any amount of
Adjusted Policy Value to any particular Annuity Payment option.

If, after the Annuity Commencement Date, Annuity Payments cease by reason of
the death of the Annuitant, the excess (if any) of the "Investment in the
Contract" as of the Annuity Commencement Date over the aggregate amount of
Annuity Payments received on or after the Annuity Commencement Date that was
excluded from gross income is allowable as a deduction for the last taxable
year of the Annuitant.

Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Policy because of the death of an Owner or the Annuitant. Generally, such
amounts are includable in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full
surrender, as described above, or (2) if distributed under an Annuity Option,
they are taxed in the same manner as Annuity Payments, as described above. For
these purposes, the "Investment in the Contract" is not affected by the
Owner's or Annuitant's death. That is, the "Investment in the Contract"
remains generally the total premium payments less amounts received which were
not includable in gross income.

Penalty Taxes. In the case of any amount received or deemed received from
the Policy, e.g., upon a surrender of a Policy (including systematic
withdrawals) or a deemed distribution under a Policy resulting from a pledge,
assignment or agreement to pledge or assign or an Annuity Payment with respect
to a Policy, there may be imposed on the recipient a federal penalty tax equal
to 10% of the amount includable in gross income. The penalty tax generally
will not apply to any distribution: (i) made on or

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<PAGE>

after the date on which the taxpayer attains age 59 1/2; (ii) made as a result
of the death of the holder (generally the Owner); (iii) attributable to the
disability of the taxpayer; or (iv) which is part of a series of substantially
equal periodic payments made (not less frequently than annually) for the life
(or life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of such taxpayer and his/her beneficiary. Other rules may apply
to Qualified Policies.

Withholding. The portion of any distribution under a Policy that is
includable in gross income will be subject to federal income tax withholding
unless the recipient of such distribution elects not to have federal income
tax withheld. Election forms will be provided at the time distributions are
requested or made. For certain Qualified Policies, certain distributions are
subject to mandatory withholding.

Qualified Policies. The Qualified Policy is designed for use with several
types of tax-qualified retirement plans. The tax rules applicable to
participants and beneficiaries in tax-qualified retirement plans vary
according to the type of plan and the terms and conditions of the plan.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to
specified commencement and minimum distribution rules; aggregate distributions
in excess of a specified annual amount; and in other specified circumstances.
Some retirement plans are subject to distribution and other requirements that
are not incorporated into our Policy administration procedures. Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions with respect to the
Policies comply with applicable law.

PFL makes no attempt to provide more than general information about use of
the Policy with the various types of retirement plans. Purchasers of Policies
for use with any retirement plan should consult their legal counsel and tax
adviser regarding the suitability of the Policy.

Individual Retirement Annuities. In order to qualify as an individual
retirement annuity under Section 408(b) of the Code, a Policy must contain
certain provisions: (i) the Owner must be the Annuitant; (ii) the Policy
generally is not transferable by the Owner, e.g., the Owner may not designate
a new Owner, designate a Contingent Owner or assign the Policy as collateral
security; (iii) the total Premium Payments for any calendar year may not
exceed $2,000, except in the case of a rollover amount or contribution under
Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code; (iv) Annuity
Payments or withdrawals must begin no later than April 1 of the calendar year
following the calendar year in which the Annuitant attains age 70 1/2; (v) an
Annuity Payment Option with a Period Certain that will guarantee Annuity
Payments beyond the life expectancy of the Annuitant and the Beneficiary may
not be selected; and (vi) certain payments of Death Benefits must be made in
the event the Annuitant dies

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<PAGE>

prior to the distribution of the Policy Value. Policies intended to qualify as
individual retirement annuities under Section 408(b) of the Code contain such
provisions.

Section 408 of the Code also indicates that no part of the funds for an
individual retirement account or annuity ("IRA") should be invested in a life
insurance contract, but the regulations thereunder allow such funds to be
invested in an annuity contract that provides a death benefit that equals the
greater of the premiums paid or the cash value for the contract. The Policy
provides an enhanced death benefit that could exceed the amount of such a
permissible death benefit, but it is unclear to what extent such an enhanced
death benefit could disqualify the Policy under Section 408 of the Code. The
Internal Revenue Service has not reviewed the Policy for qualification as an
IRA, and has not addressed in a ruling of general applicability whether an
enhanced death benefit provision, such as the provision in the Policy,
comports with IRA qualification requirements.

Section 403(b) Plans. Under Section 403(b) of the Code, payments made by
public school systems and certain tax exempt organizations to purchase
Policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be
subject to FICA (Social Security) taxes. Additionally, in accordance with the
requirements of the Code, Section 403(b) annuities generally may not permit
distribution of (i) elective contributions made in years beginning after
December 31, 1988, and (ii) earnings on those contributions and (iii) earnings
on amounts attributed to elective contributions held as of the end of the last
year beginning before January 1, 1989. Distributions of such amounts will be
allowed only upon the death of the employee, on or after attainment of age 59
1/2, separation from service, disability, or financial hardship, except that
income attributable to elective contributions may not be distributed in the
case of hardship.

Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections
401(a) and 403(a) of the Code permit corporate employers to establish various
types of retirement plans for employees and self-employed individuals to
establish qualified plans for themselves and their employees. Such retirement
plans may permit the purchase of the Policies to accumulate retirement
savings. Adverse tax consequences to the plan, the participant or both may
result if the Policy is assigned or transferred to any individual as a means
to provide benefit payments.

Deferred Compensation Plans. Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for
certain deferred compensation plans with respect to service for state
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The Policies can be used with
such plans. Under such plans a participant may specify the form of investment
in which his or her participation will be made. All such investments, however,
are owned by, and are subject to, the claims of the

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<PAGE>

general creditors of the sponsoring employer. Depending on the terms of the
particular plan, the employer may be entitled to draw on deferred amounts for
purposes unrelated to its Section 457 plan obligations. In general, all
amounts received under a Section 457 plan are taxable and are subject to
federal income tax withholding as wages.

Non-natural Persons. Pursuant to Section 72(u) of the Code, an annuity
contract held by a taxpayer other than a natural person generally will not be
treated as an annuity contract under the Code; accordingly, an Owner who is
not a natural person will recognize as ordinary income for a taxable year the
excess of (i) the sum of the Policy Value as of the close of the taxable year
and all previous distributions under the Policy over (ii) the sum of the
Premium Payments paid for the taxable year and any prior taxable year and the
amounts includable in gross income for any prior taxable year with respect to
the Policy. For these purposes, the Policy Value at year end may have to be
increased by any positive Excess Interest Adjustment which could result from a
full surrender at such time. There is, however, no definitive guidance on the
proper tax treatment of Excess Interest Adjustments, and the owner should
contact a competent tax adviser with respect to the potential tax consequences
of an Excess Interest Adjustment. Notwithstanding the preceding sentences in
this paragraph, Section 72(u) of the Code does not apply to (i) a Policy the
nominal Owner of which is not a natural person but the beneficial Owner of
which is a natural person, (ii) a Policy acquired by the estate of a decedent
by reason of such decedent's death, (iii) a Qualified Policy (other than one
qualified under Section 457) or (iv) a single-payment annuity the Annuity
Commencement Date for which is no later than one year from the date of the
single Premium Payment; instead, such Policies are taxed as described above
under the heading "Taxation of Annuities."

Possible Changes in Taxation. In past years, legislation has been proposed
in the U.S. Congress that would have adversely modified the federal taxation
of certain annuities. For example, one such proposal would have changed the
tax treatment of non-qualified annuities that did not have "substantial life
contingencies" by taxing income as it is credited to the annuity. Although as
of the date of this Prospectus Congress was not actively considering any
legislation regarding the taxation of annuities, there is always the
possibility that the tax treatment of annuities could change by legislation or
other means (such as IRS regulations, revenue rulings, judicial decisions,
etc.). Moreover, it is also possible that any change could be retroactive
(that is, effective prior to the date of the change).

DISTRIBUTOR OF THE POLICIES

AEGON USA Securities, Inc., 4333 Edgewood Road, N.E. Cedar Rapids, Iowa
52499-0001, an affiliate of PFL, is the principal underwriter of the Policies.
AEGON USA Securities, Inc. has entered or will enter into one or more
contracts with various broker-dealers for the distribution of the Policies.
Commissions on Policy sales are paid to dealers. Commissions

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<PAGE>

payable to a broker-dealer will be up to 1% of Premium Payments and .50% of
Policy Values (on an annual basis). In addition, certain broker-dealers may
receive additional commissions of up to .25% of Premium Payments and .25% of
Policy Values and certain expense allowances based upon the attainment of
specific sales volume targets and other factors. These commissions are not
deducted from Premium Payments, they are paid by PFL.

The Target Account has adopted a distribution plan in accordance with Rule
12b-1 under the 1940 Act for the Distribution Financing Charge (the
"Distribution Plan"). The Distribution Plan has been approved by a majority of
the disinterested members of the Board of Managers of the Target Account. The
Distribution Plan is designed to partially compensate PFL for the cost of
distributing the Policies. Charges under the Distribution Plan will be used to
support marketing efforts, training of representatives and reimbursement of
expenses incurred by broker/dealers who sell the Policies, and will be based
on a percentage of the daily net assets of the Target Account. The
Distribution Plan may be terminated at any time by a vote of a majority of the
disinterested members of the Target Account's Board of Managers, or by a vote
of the majority of its outstanding shares. (See "CHARGES AND DEDUCTIONS--
Distribution Financing Charge," p. 49.)

VOTING RIGHTS

THE MUTUAL FUND ACCOUNT

To the extent required by law, PFL will vote the Underlying Funds' shares
held by the Mutual Fund Account at regular and special shareholder meetings of
the Underlying Funds in accordance with instructions received from persons
having voting interests in the portfolios, although the Underlying Funds do
not hold regular annual shareholder meetings. If, however, the 1940 Act or any
regulation thereunder should be amended or if the present interpretation
thereof should change, and as a result PFL determines that it is permitted to
vote the Underlying Funds' shares in its own right, it may elect to do so.

Before the Annuity Commencement Date, you hold the voting interest in the
selected Portfolios. The number of votes that you have the right to instruct
will be calculated separately for each Subaccount. The number of votes that
you have the right to instruct for a particular Subaccount will be determined
by dividing your Policy Value in the Subaccount by the net asset value per
share of the corresponding Portfolio in which the Subaccount invests.
Fractional shares will be counted.

After the Annuity Commencement Date, the person receiving Annuity Payments
has the voting interest, and the number of votes decreases as Annuity Payments
are made and as the reserves for the Policy decrease. The person's number of
votes will be determined by dividing the reserve for the Policy allocated to
the applicable Subaccount by the net asset value per share of the
corresponding Portfolio. Fractional shares will be counted.

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<PAGE>

The number of votes that you or the person receiving income payments has the
right to instruct will be determined as of the date established by the
Underlying Fund for determining shareholders eligible to vote at the meeting
of the Underlying Fund. PFL will solicit voting instructions by sending you,
or other persons entitled to vote, written requests for instructions prior to
that meeting in accordance with procedures established by the Underlying Fund.
Portfolio shares as to which no timely instructions are received and shares
held by PFL in which you, or other persons entitled to vote, have no
beneficial interest will be voted in proportion to the voting instructions
that are received with respect to all Policies participating in the same
Subaccount.

Each person having a voting interest in a Subaccount will receive proxy
material, reports, and other materials relating to the appropriate Portfolio.

THE TARGET ACCOUNT

The Target Account is the legal owner of the common stock held in the
Subaccounts and as such has the right to vote upon any matter that may be
voted by shareholders. However, you or persons receiving income payments may
vote on certain aspects of the governance of the Subaccounts. Matters on which
persons holding voting interests may vote include the following: (1) approval
of any change in the investment advisory agreement corresponding to a
Subaccount; (2) any change in the fundamental investment policies of a
Subaccount; or (3) any other matter requiring a vote of persons holding voting
interests in the Subaccount. With respect to approval of the investment
advisory agreements or any change in a fundamental investment policy, Policy
Owners participating in that Subaccount will vote separately on the matter
pursuant to the requirements of Rule 18f-2 under the 1940 Act.

Before the Annuity Commencement Date, you hold the voting interest in the
selected Subaccounts. The number of votes that you have will be calculated
separately for each Subaccount. The number of votes that you have for a
Subaccount will be determined by dividing your Policy Value in the Subaccount
into the total assets of the Subaccount and multiplying this by the total
number of votes.

After the Annuity Commencement Date, the person receiving Annuity Payments
has the voting interest, and the number of votes decreases as Annuity Payments
are made and as the reserves for the Policy decrease. The person's number of
votes will be determined by dividing the reserve for the Policy allocated to
the applicable Subaccount into the total assets of the Subaccount and
multiplying this by the total number of votes.

PFL does not intend to hold annual or other periodic meetings of Policy
Owners. PFL will solicit proxies by sending you or other persons entitled to
vote written requests for proxies prior to the vote. Where timely proxies are
not received, the voting interests will be voted in proportion to the proxies
that are received with respect to all Policies participating in the same
Subaccount.

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<PAGE>

PFL may, if required by state insurance officials, disregard proxies which
would require voting to cause a change in the subclassification or investment
objectives or policies of one or more of the Subaccounts, or to approve or
disapprove an investment adviser or principal underwriter for one or more of
the Subaccounts. In addition, PFL may disregard proxies that would require
changes in the investment objectives or policies of any Subaccount or in an
investment adviser or principal underwriter, if PFL reasonably disapproves
those changes in accordance with applicable federal regulations. If PFL
disregards proxies, it will advise those persons who may give proxies of that
action and its reasons for the action in the next semiannual report.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Mutual Fund Account or the
Target Account is a party or to which the assets of the Accounts are subject.
PFL is not involved in any litigation that is of material importance in
relation to its total assets or that relates to the Mutual Fund Account or the
Target Account.

HISTORICAL PERFORMANCE DATA OF THE MUTUAL FUND ACCOUNT

The following is a discussion of the historical performance data for the
Mutual Fund Account. A discussion of the historical performance data for the
Target Account is found in Part III of this Prospectus.

STANDARDIZED PERFORMANCE DATA

From time to time, PFL may advertise historical yields and total returns for
the Subaccounts of the Mutual Fund Account. In addition, PFL may advertise the
effective yield of the Subaccount investing in the TCW Money Market Portfolio
(the "TCW Money Market Subaccount"). These figures will be calculated
according to standardized methods prescribed by the SEC. They will be based on
historical earnings and are not intended to indicate future performance.

TCW MONEY MARKET SUBACCOUNT

The yield of the TCW Money Market Subaccount for a Policy refers to the
annualized income generated by an investment under a Policy in the Subaccount
over a specified seven-day period. The yield is calculated by assuming that
the income generated for that seven-day period is generated each seven-day
period over a 52-week period and is shown as a percentage of the investment.
The effective yield is calculated similarly but, when annualized, the income
earned by an investment under a Policy in the Subaccount is assumed to be
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

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<PAGE>

OTHER SUBACCOUNTS

The yield of a Mutual Fund Subaccount (other than the TCW Money Market
Subaccount) for a Policy refers to the annualized income generated by an
investment under a Policy in the Subaccount over a specified thirty-day
period. The yield is calculated by assuming that the income generated by the
investment during that thirty-day period is generated each thirty-day period
over a 12-month period and is shown as a percentage of the investment.

The total return of a Subaccount refers to return quotations assuming an
investment under a Policy has been held in the Subaccount for various periods
of time including, but not limited to, a period measured from the date the
Subaccount commenced operations. When a Subaccount has been in operation for
one, five, and ten years, respectively, the total return for these periods
will be provided. The total return quotations for a Subaccount will represent
the average annual compounded rates of return that equate an initial
investment of $1,000 in the Subaccount to the redemption value of that
investment as of the first day of each of the periods for which total return
quotations are provided.

The yield and total return calculations for a Subaccount do not reflect the
effect of any premium taxes that may be applicable to a particular Policy. To
the extent that any or all of a premium tax is applicable to a particular
Policy, the yield and/or total return of that Policy will be reduced. For
additional information regarding yields and total returns calculated using the
standard formats briefly summarized above, please refer to the Statement of
Additional Information, a copy of which may be obtained from the
Administrative and Service Office upon request.

Based on the method of calculation described in the Statement of Additional
Information, the average annual total returns for periods from inception of
the Subaccounts to December 31, 1996, and for the one and five year periods
ended December 31, 1996 are shown below.

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<PAGE>

AVERAGE ANNUAL TOTAL RETURNS

Return of Premium Death Benefit (Total Mutual Fund Account Annual Expenses:
1.50%)

5% Annually Compounding Death Benefit or Annual Step-Up Death Benefit (Total
Mutual Fund Account Annual Expenses: 1.65%)

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS INCEPTION OF THE SUBACCOUNT
ENDED ENDED SUBACCOUNT TO INCEPTION
SUBACCOUNT 12/31/96 12/31/96 12/31/96 DATE
- ---------- -------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C>
TCW Managed Asset
Allocation............. 15.87% N/A 14.32% July 5, 1994
T. Rowe Price
International
Stock(/1/)............. 13.32% N/A 6.62% July 5, 1994
Value Equity............ 21.79% N/A 22.39% July 5, 1994
Dreyfus Small Cap Value. 23.63% N/A 16.05% July 5, 1994
Dreyfus U.S. Government
Securities............. .13% N/A 4.82% August 3, 1994
T. Rowe Price Equity
Income................. 17.89% N/A 23.76% January 20, 1995
T. Rowe Price Growth
Stock.................. 18.76% N/A 26.77% January 5, 1995
Opportunity Value....... N/A N/A .41% November 20, 1996
Enhanced Index(/2/)..... N/A N/A N/A N/A
Montgomery Select
50(/3/)................ N/A N/A N/A N/A
WRL Growth (Janus)...... 15.78% N/A 20.90% July 5, 1994
</TABLE>
- ----------------------------------
(/1/)Effective January 1, 1995, Rowe-Price Fleming International, Inc. became
the Adviser to the T. Rowe Price International Stock Portfolio. The
Portfolio's name was changed from the Global Growth Portfolio and the
Portfolio's shareholders approved a change in investment objective from
investments in small capitalization companies on a global basis to
investments in a broad range of companies on an international basis (i.e.,
non-U.S. companies).
(/2/)The Enhanced Index Portfolio began operations on or about May 1, 1997,
therefore comparable information is not available.
(/3/)The Montgomery Select 50 Portfolio began operations on or about ,
1997, therefore comparable information is not available.

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<PAGE>

The figures for the "from inception" periods in the above tables reflect
waiver of advisory fees and reimbursement of other expenses for all portfolios
except the T. Rowe Price Equity Income Portfolio and T. Rowe Price Growth
Stock Portfolio. In the absence of such waivers, the average annual total
return figures above for the from inception periods would have been lower.

ADJUSTED HISTORICAL PERFORMANCE DATA OF THE PORTFOLIOS

Prior to July 5, 1994, the Subaccounts had not yet commenced operations. The
following performance data for the periods prior to the date the Subaccount
commenced operations is based on the performance of the corresponding
Portfolio and the assumption that the applicable Subaccount was in existence
for the same period as the corresponding Portfolio with a level of charges
equal to those currently assessed against the Subaccount or against Owner's
Policy Values.

In addition, PFL may present historic performance data for the Portfolios
since their inception reduced by some or all the fees and charges under the
Policy. Such adjusted historic performance includes data that precedes the
inception dates on the Subaccounts. This data is designed to show the
performance that would have resulted if the Policy had been in existence
during that time.

For instance, as shown in the table below, PFL may disclose average annual
total returns for the Portfolios reduced by all fees and charges under the
Policy, as if the Policy had been in existence. Such fees and charges include
the Mortality and Expense Risk Fee of 1.25% and Administrative Charge of .15%.

ADJUSTED AVERAGE ANNUAL PORTFOLIO TOTAL RETURNS(/1/)

Return of Premium Death Benefit (Total Mutual Fund Account Annual Expenses:
1.50%)

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<PAGE>

5% Annually Compounding Death Benefit or Annual Step-Up Death Benefit (Total
Mutual Fund Account Annual Expenses: 1.65%)

<TABLE>
<CAPTION>
CORRESPONDING
FROM PORTFOLIO PORTFOLIO
INCEPTION OR INCEPTION
SUBACCOUNT 1 YEAR 5 YEARS 10 YEARS DATE
- ---------- ------ ------- -------------- -----------------
<S> <C> <C> <C> <C>
TCW Managed Asset Allocation... 15.87% 9.75% 10.68% April 8, 1991
T. Rowe Price International
Stock(/2/).................... % 4.34% 4.48% January 1, 1995
Value Equity................... 21.79% N/A 15.34% May 27, 1993
Dreyfus Small Cap Value........ 23.63% N/A 11.23% May 4, 1993
Dreyfus U.S. Government
Securities.................... .13% N/A 4.43% May 9, 1993
T. Rowe Price Equity Income.... 17.89% N/A 23.03% January 1, 1995
T. Rowe Price Growth Stock..... N/A N/A N/A January 1, 1995
Opportunity Value.............. N/A N/A .40% November 18, 1996
Enhanced Index(/3/)............ N/A N/A N/A N/A
Montgomery Select 50(/4/)...... N/A N/A N/A N/A
WRL Growth (Janus)(/5/)........ 15.78% 7.87% 15.28% October 2, 1986
</TABLE>
- ----------------------------------
(/1/)The calculation of total return performance for periods prior to inception
of the Subaccounts reflects deductions for the Mortality and Expense Risk
Fee and Administrative Charge on a monthly basis, rather than a daily
basis. The monthly deduction is made at the beginning of each month and
generally approximates the performance that would have resulted if the
Subaccounts had actually been in existence since the inception of the
Portfolio.
(/2/)This portfolio began operations on April 8, 1991, as the Global Growth
Portfolio. However, effective January 1, 1995, Rowe Price-Fleming
International, Inc. became the new adviser to the Global Growth Portfolio.
The Portfolio's name changed to the T. Rowe Price International Stock
Portfolio and the Portfolio's shareholders approved a change in investment
objective from investments in small capitalization companies on a global
basis to investments in a broad range of companies on an international
basis (that is, non-U.S. companies). Accordingly, data is provided from
the date of those changes.
(/3/)The Enhanced Index Subaccount began operations on or about May 1, 1997,
therefore comparable information is not available.
(/4/)The Montgomery Select 50 Subaccount began operations on or about ,
1997, therefore comparable information is not available.
(/5/)The WRL Growth Portfolio commenced operations on October 2, 1986. For
purposes of the calculation of the performance data prior to July 5, 1994,
the deductions for the Mortality and Expense Risk Fee, and Administrative
Charge are made on a monthly basis, rather than a daily basis. The monthly
deduction is made at the beginning of each month and generally
approximates the performance which would have resulted if the Subaccount
had actually been in existence since the inception of the WRL Growth
Portfolio.

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<PAGE>

The figures for the "five year" and "from inception" periods in the above
tables reflect waiver of advisory fees and reimbursement of other expenses for
all portfolios except the T. Rowe Price Equity Income Portfolio and the T.
Rowe Price Growth Stock Portfolio. In the absence of such waivers, the average
annual total return figures above from the five year and from inception
periods would have been lower.

OPPORTUNITY VALUE, ENHANCED INDEX AND MONTGOMERY SELECT 50 PORTFOLIOS

The Opportunity Value Portfolio, the Enhanced Index Portfolio and the
Montgomery Select 50 Portfolio are new and therefore do not have (in the case
of the Opportunity Value Portfolio, no significant) historical performance
data. However, their investment managers (OpCap Advisors, J.P. Morgan
Investment Management Inc., and Montgomery Asset Management, LLC respectively)
have years of experience managing very similar portfolios with substantially
the same investment objectives and policies. Historical performance data
showing the results the investment managers achieved for those other
portfolios is in the prospectus for the Endeavor Series Trust, which is
included with this Prospectus. See "Performance Information" in the Endeavor
Series Trust's prospectus. That performance information in the Endeavor Series
Trust's prospectus does not take into account the fees and charges under the
Policy; if those fees and charges were reflected, the investment returns would
be lower.

NON-STANDARDIZED PERFORMANCE DATA

PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Subaccount of
the Mutual Fund Account. The non-standard performance data may make
assumptions such as the amount invested in a Subaccount, differences in time
periods to be shown, or the effect of Partial Withdrawals or annuity payments.

All non-standard performance data will be advertised only if the standard
performance data is also disclosed. For additional information regarding the
calculation of other performance data, please refer to the Statement of
Additional Information, a copy of which may be obtained from the
Administrative and Service Office upon request.

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<PAGE>

PART III

THE TARGET ACCOUNT

INTRODUCTION. Part III gives further background information on the Target
Account, the Target 10 Subaccount and the Target 5 Subaccount, including their
management and investment strategies and policies.

THE TARGET ACCOUNT

TARGET ACCOUNT DEFINITIONS

Adviser--First Trust Advisers L.P., the investment adviser to the Target
Account.

Annual Stock Selection Date--The last Business Day of each calendar year.

Common Shares--The common stock held in a Target Subaccount, selected
according to specified investment criteria.

DJIA--The Dow Jones Industrial Average. Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of
American industry.

Initial Stock Selection Date--December 31, 1997.

GENERAL

The Target Account is a managed separate account and currently is divided
into two Subaccounts. Additional Subaccounts may be established in the future
at the discretion of PFL. Each Subaccount invests according to specific
investment strategies. Under Iowa law, the assets of the Target Account are
owned by PFL, but they are held separately from the other assets of PFL. To
the extent that these assets are attributable to the Policy Value of the
Policies, these assets are not chargeable with liabilities incurred in any
other business operation of PFL. Income, gains, and losses incurred on the
assets in a Subaccount of the Target Account, whether or not realized, are
credited to or charged against that Subaccount without regard to other income,
gains or losses of any other Account or Subaccount of PFL. Each Subaccount
operates as a separate investment fund. Therefore, the investment performance
of any Subaccount should be entirely independent of the investment performance
of PFL's general account assets or any other Account or Subaccount maintained
by PFL.

The Target Account is registered with the SEC under the 1940 Act as an open-
end management investment company and meets the definition of a separate
account under federal securities laws. However, the SEC does not supervise the
management or the investment practices or policies of the Target Account or
PFL. The Target 10 Subaccount and the Target 5 Subaccount are non-diversified
Subaccounts of the Target Account. The investments and administration of each
managed Subaccount are under the

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<PAGE>

direction of a Board of Managers. The Board of Managers for each Subaccount
annually selects an independent public accountant, reviews the terms of the
management and investment advisory agreements, recommends any changes in the
fundamental investment policies, and takes any other actions necessary in
connection with the operation and management of the Subaccounts.

Management of the Target Account. Endeavor Investment Advisers (the
"Manager"), an investment adviser registered with the SEC under the Investment
Advisers Act of 1940 (the "Advisers Act"), is the Target Account's manager.
The Manager performs administerial and managerial functions for the Target
Account. (see "The Mutual Fund Account," supra.) First Trust Advisers L.P.
(the "Adviser" or "First Trust"), an Illinois limited partnership formed in
1991 and an investment adviser registered with the SEC under the Advisers Act,
is the Target Account's investment adviser. The Adviser's address is 1001
Warrenville Road, Lisle, Illinois 60532. First Trust Advisers L.P. is a
limited partnership with one limited partner, Grace Partners of Dupage L.P.,
and one general partner, Nike Securities Corporation. Grace Partners of Dupage
L.P. is a limited partnership with one general partner, Nike Securities
Corporation, and a number of limited partners (none of whom have more than a
25% interest). Nike Securities Corporation is an Illinois corporation
controlled Robert Donald Van Kampen. The Adviser is responsible for selecting
the investments of each Subaccount consistent with the investment objectives
and policies of that Subaccount, and will conduct securities trading for the
Subaccount.

At December 31, 1996, and as of the date of this Prospectus, the Target
Subaccounts had not commenced operations. However, the Adviser is also the
portfolio supervisor of certain unit investment trusts sponsored by Nike
Securities L.P. ("Nike Securities") which are substantially similar to the
Target Subaccounts in that they have the same investment objectives as the
Subaccounts but have a life of approximately one year. Nike Securities
specializes in the underwriting, trading and distribution of unit investment
trusts and other securities. Nike Securities, an Illinois limited partnership
formed in 1991, acts as sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, the First Trust
Insured Corporate Trust, The First Trust of Insured Municipal Bonds and the
First Trust GNMA. First Trust introduced the first insured unit investment
trust in 1974 and to date more than $9 billion in First Trust unit investment
trusts have been deposited.

Management Fee. For its services to the Target Account, the Manager is paid
a fee of 0.60% of the average daily net assets of each Target Subaccount. For
its services to the Target Account, the Adviser is paid a fee equal to 0.35%
of the average daily net assets of each Target Subaccount for total Target
Account assets up to and including $250 million, and 0.30% of the average
daily net assets of each Target Subaccount for total Target Account assets
greater than $250 million; this fee is paid by the Manager.

Operating Expenses. In addition to the management fees, the Target Account
pays all expenses not assumed by the Manager, including, without

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<PAGE>

limitation, expenses for legal, accounting and auditing services, interest,
taxes, costs of printing and distributing reports to shareholders, proxy
materials and prospectuses, charges of its custodian, transfer agent and
dividend disbursing agent, registration fees, fees and expenses of the Board
of Managers who are not affiliated persons of the Manager or an Adviser,
insurance, brokerage costs, litigation, and other extraordinary or
nonrecurring expenses. All general Target Account expenses are allocated among
and charged to the assets of the Target Subaccounts on a basis that the Board
of Managers deems fair and equitable, which may be on the basis of relative
net assets of each Target Subaccount or the nature of the services performed
and relative applicability to each Target Subaccount. The Manager has agreed
to limit each Target Subaccount's management fee and operating expenses during
its first year of operations to an annual rate of 1.10% of the Subaccount's
average net assets. (This limit does not include other fees and deductions
such as the Mortality and Expense Risk Fee, Administrative Charge, and
Distribution Financing Charge.)

Portfolio Manager. There is no one individual primarily responsible for
portfolio management decisions for the Target Account. Investments are made
according to the prescribed strategy under the direction of a committee.

INVESTMENT STRATEGY

Target 10 Subaccount will invest in the common stock of the ten companies in
the DJIA that have the highest dividend yield as of the last business day of
each calendar year.

The objective of each Subaccount is to provide an above-average total return
through a combination of dividend income and capital appreciation. Each
Subaccount will function in a similar manner. Each Subaccount will initially
invest in substantially equal amounts in the common stock of the companies
described above for each Subaccount (as held in a Subaccount, such common
stock is referred to as the "Common Shares") determined as of December 31,
1997 (the "Initial Stock Selection Date"). At the Initial Stock Selection
Date, a percentage relationship among the number of Common Shares in a
Subaccount will be established. When additional funds are deposited into the
Subaccount, additional Common Shares will be purchased in such numbers
reflecting as nearly as practicable the percentage relationship of the number
of Common Shares established at the initial purchase. Sales of Common Shares
by the Subaccount will likewise attempt to replicate the percentage
relationship of Common Shares. The percentage relationship among the number of
Common Shares in the Subaccount should therefore remain stable. However, given
the fact that the market price of such Common Shares will vary throughout the
year, the value of the Common Shares of each of the companies as compared to
the

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<PAGE>

total assets of the Subaccount will fluctuate during the year, above and below
the proportion established on a Stock Selection Date. As of the last Business
Day of each calendar year ("Annual Stock Selection Date"), a new percentage
relationship will be established among the number of Common Shares described
below for each Subaccount on such date. Common Shares may be sold or new
equity securities bought so that the Subaccount is equally invested in the
common stock of each company meeting the Subaccount's investment criteria.
Thus the Subaccount may or may not hold equity securities of the same
companies as the previous year. Any purchase or sale of additional Common
Shares during the year will duplicate, as nearly as practicable, the
percentage relationship among the number of Common Shares as of the Annual
Stock Selection Date since the relationship among the value of the Common
Shares on the date of any subsequent transactions may be different than the
original relationship among their value.

Units of both the Target 10 Subaccount and the Target 5 Subaccount have not
been designed so that their prices will parallel or correlate with movements
in the DJIA, and it is expected that their prices will not do so.

An investment in a Target Subaccount involves the purchase of a quality
portfolio of attractive equities with high dividend yields in one convenient
purchase. Investing in the stocks of the DJIA with the highest dividend yields
amounts to a contrarian strategy because these shares are often out of favor.
Such strategy may be effective in achieving a Target Subaccount's investment
objectives because regular dividends are common for established companies and
dividends have accounted for a substantial portion of the total return on
stocks of the DJIA as a group. However, there is no guarantee that either a
Target Subaccount's objective will be achieved or that a Target Subaccount
will provide for capital appreciation in excess of such Target Subaccount's
expenses.

Each Target Subaccount may also invest in futures and options, hold
warrants, and lend its Common Shares.

Tax Limitations. Section 817(h) of the Code provides that in order for a
variable contract which is based on a segregated asset account to qualify as
an annuity contract under the Code, the investments made by such account must
be "adequately diversified" in accordance with Treasury regulations. The
Treasury regulations issued under Section 817(h) (Treas. Reg.(S)1.817-5) apply
a diversification requirement to each of the Subaccounts of the Target
Account. To qualify as "adequately diversified," each Subaccount may have:

(i) No more than 55% of the value of its total assets represented by any
one investment;

(ii) No more than 70% of the value of its total assets represented by
any two investments;

(iii) No more than 80% of the value of its total assets represented by
any three investments; and

(iv) No more than 90% of the value of its total assets represented by
any four investments.

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<PAGE>

The Target Account, through the Subaccounts, intends to comply with the
diversification requirements of the Treasury. PFL has entered into an
agreement with the Manager, who in turn, has entered into a contract with the
Advisor that requires the Subaccounts to be operated in compliance with the
Treasury regulations. The Adviser reserves the right to depart from either
Target Subaccount's investment strategy in order to meet these diversification
requirements.

THE DOW JONES INDUSTRIAL AVERAGE

The DJIA was first published in The Wall Street Journal in 1896. Initially
consisting of just 12 stocks, the DJIA expanded to 20 stocks in 1916 and to
its present size of 30 stocks on October 1, 1928. The stocks are chosen by the
editors of The Wall Street Journal as representative of the broad market and
of American industry. The companies are major factors in their industries and
their stocks are widely held by individuals and institutional investors.
Changes in the components of the DJIA are made entirely by the editors of The
Wall Street Journal without consultation with the companies, the stock
exchange or any official agency. For the sake of continuity, changes are made
rarely. Most substitutions have been the result of mergers, but from time to
time, changes may be made to achieve a better representation. The components
of the DJIA may be changed at any time, for any reason. Any changes in the
components of the DJIA made after the Initial Stock Selection Date will not
cause a change in the identity of the Common Shares included in a Target
Subaccount, including any equity securities deposited in the Target
Subaccount, except on an Annual Stock Selection Date. The following is a list
of the companies which currently comprise the DJIA.

AT&T Corporation International Business Machines
Allied Signal Corporation
Aluminum Company of America International Paper Company
American Express Company Johnson & Johnson
Boeing Company McDonald's Corporation
Caterpillar Inc. Merck & Company, Inc.
Chevron Corporation Minnesota Mining & Manufacturing
Coca-Cola Company Company
Walt Disney Company J.P Morgan & Company, Inc.
E.I. du Pont de Nemours & Company Philip Morris Companies, Inc.
Eastman Kodak Company Procter & Gamble Company
Exxon Corporation Sears, Roebuck & Company Texaco, Inc.
General Electric Company Travelers Group
General Motors Corporation Union Carbide Corporation
Goodyear Tire & Rubber Company United Technologies Corporation
Hewlett-Packard Company Wal-Mart Stores Inc.

The DJIA is not affiliated with PFL, the Manager, or the Adviser and is the
property of Dow Jones & Company, Inc. Dow Jones and Company, Inc. has not
granted the Target Account or PFL a license to use the DJIA,

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<PAGE>

participated in the creation of the Target Subaccounts or in the selection of
stocks therein, and has not approved any information herein related thereto.

INVESTMENT RISKS

THERE IS NO ASSURANCE THAT ANY SUBACCOUNT WILL ACHIEVE ITS STATED OBJECTIVE.
More detailed information, including a description of each Subaccount's
investment objective and policies and a description of risks involved in
investing in each of the Subaccounts and of each Subaccount's fees and
expenses is contained in the Statement of Additional Information. INFORMATION
CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ CAREFULLY
BEFORE INVESTING IN A SUBACCOUNT OF THE TARGET ACCOUNT.

The Subaccounts consist of different issues of equity securities, all of
which are listed on a securities exchange. In addition, each of the companies
whose equity securities are included in a portfolio are actively-traded, well-
established corporations.

Common Shares from time to time may be sold under certain circumstances
described herein. Common Shares, however, will not be sold by a Subaccount to
take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation or if the Common Shares no longer meet the
criteria by which they were selected for a Subaccount. However, Common Shares
will be sold on or about each Annual Stock Selection Date in accordance with
the Adviser's stock selection strategy.

Whether or not the Common Shares are listed on a securities exchange, the
principal trading market for the Common Shares may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Common
Shares may depend on whether dealers will make a market in the Common Shares.
There can be no assurance that a market will be made for any of the Common
Shares, that any market for the Common Shares will be maintained or that there
will be sufficient liquidity of the Common Shares in any markets made. The
price at which the Common Shares may be sold to meet transfers, partial
withdrawals or surrenders and the value of a Subaccount will be adversely
affected if trading markets for the Common Shares are limited or absent.

Investors should be aware of certain other considerations before making a
decision to invest in a Subaccount. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus, the value of the Common Shares will fluctuate over the life of a
Subaccount and may be more or less than the price at which they were purchased
by such Subaccount. The Common Shares may appreciate or depreciate in value
(or pay dividends) depending on the full range of economic and market
influences affecting these securities, including the impact of the
Subaccounts' purchase and sale of the Common Shares and other factors.

An investment in a Subaccount should be made with an understanding of the
risks which an investment in common stocks entails. In general, the

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<PAGE>

value of your investment will decline if the financial condition of the
issuers of the common stocks becomes impaired or if the general condition of
the relevant stock market worsens. Common stocks are especially susceptible to
general stock market movements and to volatile increases and decreases of
value, as market confidence in and perceptions of the issuers change. These
perceptions are based on unpredictable factors including expectations
regarding government, economic, monetary and fiscal policies, inflation and
interest rates, economic expansion or contraction, and global or regional
political, economic or banking crises. In addition, due to the objective
nature of the investment selection criteria, Subaccounts may be for certain
periods considered concentrated in various industries. PFL cannot predict the
direction or scope of any of these factors. Common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. Moreover, common stocks do not represent an obligation
of the issuer and therefore do not offer any assurance of income or provide
the degree of protection of capital provided by debt securities.

The Target 10 Subaccount is considered to be concentrated in common stocks
of petroleum refining companies which involves certain additional risks
including the effect of energy conservation, production controls, the success
of exploration projects and tax and other regulatory policies of various
governments. An investment in the Target 5 Subaccount may subject you to
additional risk due to the relative lack of diversity in its portfolio since
the portfolio contains only five stocks. Therefore, the Target 5 Subaccount
may be subject to greater market risk than other subaccounts which contain a
more diversified portfolio of securities. Each Subaccount is not actively
managed and common shares will not be sold to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Finally, each
strategy has under performed the DJIA in certain years.

PFL, the Manager and the Adviser shall not be liable in any way for any
default, failure or defect in any Common Share.

To the best of the Adviser's knowledge, there is no litigation pending as of
the date of the Prospectus with respect to any equity security which might
reasonably be expected to have a material adverse effect on the Subaccounts.
At any time after the date of the Prospectus, litigation may be instituted on
a variety of grounds with respect to the Common Shares. PFL is unable to
predict whether any such litigation will be instituted, or if instituted,
whether such litigation might have a material adverse effect on the
Subaccounts.

Legislation. Further, at any time after the date of the Prospectus,
legislation may be enacted that could negatively affect the Common Shares in
the Subaccounts or the issuers of the Common Shares. Changing approaches to
regulation, particularly with respect to the environment or with respect to
the petroleum industry, may have a negative impact on certain companies
represented in the Subaccounts. There can be no assurance that future
legislation, regulation or deregulation will not have a

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<PAGE>

material adverse effect on the Subaccounts or will not impair the ability of
the issuers of the Common Shares to achieve their business goals.

PERFORMANCE INFORMATION

SUBACCOUNTS OF THE TARGET ACCOUNT--PERFORMANCE DATA

At December 31, 1996 and as of the date of this Prospectus, the Target
Subaccounts had not commenced operations. However, certain aspects of the
investment strategies can be demonstrated using historical data.

The following table contains three columns that show the performance of:

<TABLE>
<C> <S>
Column One: the Ten Highest Dividend Yielding Stocks Strategy for the DJIA;
Column Two: Five Lowest Priced Stocks of the Ten Highest Dividend Yielding
Stocks Strategies in the DJIA; and
Column Three: the performance of the DJIA.
</TABLE>

The returns shown in the following table and graphs are not guarantees of
future performance and should not be used as predictors of returns to be
expected in connection with a Subaccount. Both stock prices (which may
appreciate or depreciate) and dividends (which may be increased, reduced or
eliminated) will affect the returns. Each strategy under performed its
respective index in certain years. Accordingly, there can be no assurance that
a Subaccount will outperform its respective index over the life of a
Subaccount or over consecutive rollover periods, if available.

An investor in a Subaccount would not necessarily realize as high a total
return on an investment in the stocks upon which the hypothetical returns are
based for the following reasons: the total return figures shown do not reflect
brokerage commissions, Subaccount expenses or taxes; the Subaccounts are
established at different times of the year; and the Subaccounts may not be
fully invested at all times or equally weighted in all stocks comprising a
strategy. If the above-mentioned charges were reflected in the hypothetical
returns, the returns would be lower than those presented here. (See "CHARGES
AND DEDUCTIONS," p. 48.)

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<PAGE>

COMPARISON OF TOTAL RETURN(/2/)

<TABLE>
<CAPTION>
INDEX
STRATEGY TOTAL RETURNS TOTAL RETURNS
-------------------------------------------------- -------------
5 LOWEST PRICED
10 HIGHEST DIVIDEND OF THE 10 HIGHEST
YEAR YIELDING STOCKS(/1/) DIVIDEND YIELDING STOCKS(/1/) DJIA
- ---- -------------------- ----------------------------- -------------
<S> <C> <C> <C>
1977.......... (1.75)% 5.64% (12.76)%
1978.......... 0.12% 1.26% 2.62%
1979.......... 12.99% 9.91% 10.52%
1980.......... 27.23% 40.53% 21.45%
1981.......... 7.73% 3.64% (3.40)%
1982.......... 26.05% 41.88% 25.84%
1983.......... 38.75% 36.11% 25.68%
1984.......... 5.75% 10.88% 1.07%
1985.......... 29.40% 37.84% 32.83%
1986.......... 34.79% 30.31% 29.96%
1987.......... 6.07% 11.06% 6.00%
1988.......... 24.33% 21.22% 15.97%
1989.......... 25.66% 10.49% 31.74%
1990.......... (7.57)% (15.27)% (0.61)%
1991.......... 34.02% 61.79% 23.99%
1992.......... 7.79% 22.88% 7.37%
1993.......... 26.91% 33.82% 16.74%
1994.......... 4.05% 8.08% 4.94%
1995.......... 36.51% 30.26% 36.47%
1996.......... 28.18% 26.12% 28.58%
</TABLE>
- ----------------------------------
(1) The Ten Highest Dividend Yielding Stocks and the Five Lowest Priced Stocks
of the Ten Highest Dividend Yielding Stocks in the DJIA for any given
period were selected by ranking the dividend yields for each of the stocks
in the index, as of the beginning of the period, and dividing by the
stock's market value on the first trading day on the exchange where that
stock principally trades in the given period.
(2) Total Return represents the sum of the percentage change in market value
of each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. Total Return does not take into consideration any sales
charges, commissions, expenses or taxes. Total Return does not take into
consideration any reinvestment of dividend income and all returns are
stated in terms of the United States dollar. Based on the year-by-year
returns contained in the table, over the twenty years listed above, the
Ten Highest Dividend Yielding Stocks in the DJIA achieved an average
annual total return of 17.49%, while the Five Lowest Priced Stocks of the
Ten Highest Dividend Yielding Stocks in the DJIA achieved an average
annual total return of 20.14%. In addition, over this period, the
individual strategies achieved a greater average annual total return than
that of the DJIA, which was 14.27%. For the five year period between
January 1, 1972 and December 31, 1976, the Ten Highest Dividend Yielding
Stocks in the DJIA achieved an

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<PAGE>

annual total return of 23.32% in 1972, 3.96% in 1973, (0.72)% in 1974,
56.03% in 1975 and 34.93% in 1976; the Five Lowest Priced Stocks of the
Ten Highest Dividend Yielding Stocks in the DJIA achieved an annual total
return of 22.49% in 1972, 19.64% in 1973, (4.98)% in 1974, 64.54% in 1975
and 40.80% in 1976; and the DJIA achieved an annual total return of 18.18%
in 1972, (13.16)% in 1973, (23.21)% in 1974, 44.48% in 1975 and 22.75% in
1976. Although each Target Subaccount seeks to achieve a better
performance than the index as a whole, there can be no assurance that a
Target Subaccount will achieve a better performance.

LOGO

The chart above represents past performance of the DJIA, the Ten Highest
Dividend Yielding DJIA Stocks and the Five Lowest Priced Stocks of the Ten
Highest Yielding DJIA Stocks (but not the Target 10 Subaccount or the Target 5
Subaccount) from January 1, 1972 through June 30, 1997 and should not be
considered indicative of future results. Further, these results are
hypothetical. The chart assumes that all dividends during a year are
reinvested at the end of that year and does not reflect sales charges,
commissions, expenses or taxes. There can be no assurance that either the
Target 10 Subaccount or the Target 5 Subaccount will outperform the DJIA.

The calculations of total return assume the reinvestment of all dividends
and capital gains distributions on the reinvestment dates during the period
and the deduction of all recurring expenses that were charged to shareholder
accounts. Investors should not rely on the preceding financial information as
an indication of the past or future performance of the Target Subaccounts.

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<PAGE>

STANDARDIZED PERFORMANCE DATA

From time to time, PFL may advertise historical total returns for the Target
Subaccounts. These figures will be calculated according to standardized
methods prescribed by the SEC. They will be based on historical earnings and
are not intended to indicate future performance.

The total return calculations for a Subaccount do not reflect the effect of
any premium taxes that may be applicable to a particular Policy. To the extent
that any or all of a premium tax is applicable to a particular Policy, the
total return of that Policy will be reduced. For additional information
regarding total returns calculated using the standard formats briefly
summarized above, please refer to the Statement of Additional Information, a
copy of which may be obtained from the Administrative and Service Office upon
request.

NON-STANDARDIZED PERFORMANCE DATA

PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Target
Subaccount. The non-standard performance data may make assumptions such as the
amount invested in a Subaccount, differences in time periods to be shown, or
the effect of partial withdrawals or annuity payments and may also make other
assumptions.

PORTFOLIO TURNOVER

It is anticipated that each Target Subaccount's annual rate of portfolio
turnover normally will not exceed 100%. Portfolio turnover for each Target
Subaccount will vary from year to year, and depending on market conditions,
the portfolio turnover rate could be greater in periods of unusual market
movement. A higher turnover rate would result in heavier brokerage commissions
or other transactional expenses which must be borne, directly or indirectly by
each subaccount, and ultimately by you.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information is available (at no cost) which
contains more details concerning the subjects discussed in this Prospectus.
The following is the Table of Contents for that Statement:

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<PAGE>

TABLE OF CONTENTS

PART I--GENERAL

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Policy--General Provisions............................................. 3
Owner.................................................................... 3
Entire Policy............................................................ 3
Delay of Payment and Transfers........................................... 3
Misstatement of Age or Sex............................................... 4
Reallocation of Policy Values After the Annuity Commencement Date........ 4
Assignment............................................................... 4
Evidence of Survival..................................................... 5
Amendments............................................................... 5
Addition, Deletion, or Substitution of Investments....................... 5
Federal Tax Matters........................................................ 6
Tax Status of the Policy................................................. 6
Taxation of PFL.......................................................... 6
Investment Experience...................................................... 7
Historical Performance Data................................................ 10
Money Market Yields...................................................... 10
Other Subaccount Yields.................................................. 11
Total Returns............................................................ 12
Other Performance Data................................................... 13

PART II--THE TARGET ACCOUNT

The Target Account......................................................... 13
What is the Investment Strategy?......................................... 13
Determination of Unit Value; Valuation of Strategies..................... 14
Management................................................................. 15
The Board of Managers.................................................... 15
The Investment Advisory Services......................................... 18
The Manager.............................................................. 18
Brokerage Allocation....................................................... 19
Investment Restrictions.................................................... 19
Fundamental Policies..................................................... 20
Operating Policies....................................................... 20
Options and Futures Strategies........................................... 20
Securities Lending....................................................... 22

PART III--MISCELLANEOUS

State Regulation of PFL.................................................... 23
Administration............................................................. 23
Records and Reports........................................................ 23
Distribution of the Policies............................................... 24
Custody of Assets.......................................................... 24
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Legal Matters.............................................................. 24
Other Information.......................................................... 24
Independent Auditors....................................................... 25
Financial Statements....................................................... 25
</TABLE>

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<PAGE>

APPENDIX A

EXCESS INTEREST ADJUSTMENT(1)

The formula which will be used to determine the Excess Interest Adjustment
(EIA) is:

S* (G - C)* (M/12)

S= Gross amount being withdrawn that is subject to the EIA

G= Guaranteed Interest Rate in effect for the policy

C= Current Guaranteed Interest Rate then being offered on new premiums for
the next longer option period than "M". If this policy form or such an
option period is no longer offered, "C" will be the U.S. Treasury rate
for the next longer maturity (in whole years) than "M" on the 25th day of
the previous calendar month, plus up to 2%.

M= Number of months remaining in the current option period, rounded up to
the next higher whole number of months.

EXAMPLE 1 (FULL SURRENDER, RATES INCREASE BY 3%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Surrender: Middle of Contract Year 3

Policy Value at middle of Contract
Year 3 = 50,000* (1.055) R 2.5 = 57,161.18

Adjustment Free Amount at middle
of Contract Year 3 = 57,161.18* .10 = 5,716.12

Amount Subject to EIA = 57,161.18 - 5,716.12 = 51,445.06

EIA Floor = 50,000* (1.03) R 2.5 = 53,834.80

Excess Interest Adjustment

G=.055

C=.085

M=30

Excess Interest Adjustment = S* (G - C)* (M/12)
= 51,445.06* (.055 - .085)* (30/12)
= -3,858.38, but Excess Interest
Adjustment cannot cause the Adjusted
APV to fall below the floor, so the
adjustment is limited to 53,834.80 -
57,161.18 = -3,326.38

Adjusted Policy Value ("APV") = Net Surrender Value
= APV + EIA = 57,161.18 + (-3,326.38)
= 53,834.80

- ----------------------------------
(1) * represents multiplication;
R represents exponentiation.

A-1
<PAGE>

EXAMPLE 2 (SURRENDER, RATES DECREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Surrender: Middle of Contract Year 3

Policy Value at middle of Contract
Year 3 = 50,000* (1.055) R 2.5 = 57,161.18

Adjustment Free Amount at middle
of Contract Year 3 = 57,161.18* .10 = 5,716.12

Amount Subject to EIA = 57,161.18 - 5,716.12 = 51,445.06

EIA Floor = 50,000* (1.03) R 2.5 = 53,834.80

Excess Interest Adjustment

G=.055

C=.045

M=30

Excess Interest Adjustment = S* (G - C)* (M/12)
= 51,445.06* (.055 - .045)* (30/12)
= 1,286.13

Adjusted PV = Net Surrender Value
= 57,161.18 + 1,286.13 = 58,447.31

On a Partial Withdrawal, PFL will pay the policy holder the full amount of
withdrawal requested (as long as the Annuity Purchase Value is sufficient).
Adjustment free Partial Withdrawals will reduce the PV by the amount
withdrawn. Amounts withdrawn in excess of the adjustment free portion will
reduce the PV by an amount equal to:

X - Y

X= Excess Partial Withdrawal
Y= Excess Interest Adjustment = (X)* (G - C)* (M/12) where G, C, and M are
defined above.

A-2
<PAGE>

EXAMPLE 3 (PARTIAL WITHDRAWAL, RATES INCREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Partial withdrawal: $20,000; Middle of Contract Year 3

Policy Value at middle of Contract
Year 3 = 50,000* (1.055) R 2.5 = 57,161.18

Adjustment Free Amount at middle
of Contract Year 3 = 57,161.18* .10 = 5,716.12

Excess Interest Adjustment

X=20,000 - 5,716.12 = 14,283.88

G=.055

C=.065

M=30

Y=14,283.88* (.055 - .065)* (30/12) = -357.10

Reduction to APV for Excess
Withdrawal: = X - Y
= 14,283.88 - (-357.10)
= 14,640.98

Remaining Policy Value at middle
of Contract Year 3 = 57,161.18 - 5,716.12 - 14,640.98
= 36,804.08

A-3
<PAGE>

EXAMPLE 4 (PARTIAL WITHDRAWAL, RATES DECREASE BY 1%):

Single Premium: $50,000

Guarantee Period: 5 Years

Guarantee Rate: 5.50% per annum

Partial Surrender: $20,000; Middle of Contract Year 3

Policy Value at middle of Contract
Year 3 = 50,000* (1.055) R 2.5 = 57,161.18

Adjustment Free Amount at middle
of Contract Year 3 = 57,161.18* .10 = 5,716.12

Excess Interest Adjustment

X=20,000 - 5,716.12 = 14,283.88

G=.055

C=.045

M=30

Y=14,283.88* (.055 - .045)* (30/12) = 357.10

Reduction to PV for Excess
Withdrawal: = X - Y
= 14,283.88 - 357.10
= 13,926.78

Remaining Policy Value at middle
of Contract Year 3 = 57,161.18 - 5,716.12 - 13,926.78
= 37,518.28

A-4
<PAGE>

APPENDIX B

The dates shown below are the approximate first issue dates of the various
versions of the Policy. These dates will vary by state in many cases. This
Appendix describes certain of the more significant differences in features of
the various versions of the Policy. There may be additional variations. Please
see your actual policy and any attachments for determining your specific
coverage.

<TABLE>
- --------------------------------------------------------------------------
<S> <C>
Policy Form/Endorsement Approximate First Issue Date
- --------------------------------------------------------------------------
AV212 101 75 1292 (Policy Form) May 1993
- --------------------------------------------------------------------------
V829 & S831 (replacement pages for 1.65 M&E) January 1994
- --------------------------------------------------------------------------
AE872 395 (endorsement) May 1995
- --------------------------------------------------------------------------
AV265 101 89 396 (Policy Form) June 1996
- --------------------------------------------------------------------------
AE900 396 (endorsement) June 1996
- --------------------------------------------------------------------------
</TABLE>

B-1
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
Product AV212 101 75 1292 AV212 101 75 AV265 101 89 396 and AV339 101 101 497 and
Feature 1292,V829 and S831 AE900 396 AE967 497
- ----------------------------------------------------------------------------------------------------------------------
Excess Interest N/A N/A yes yes
Adjustment
- ----------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Death Total Premiums Paid, Total Premiums Paid, 5% Annually 5% Annually
Benefit Option(s) less any Partial less any Partial Compounding (Option Compounding (Option
Withdrawals made Withdrawals made A) or Annual Step-Up A), Annual Step-Up
before death, before death, (Option B). Option A (Option B), or Return
accumulated at 5% to accumulated at 5% to is only available if of Premium (Option
the date we receive the date we receive Owner and Annuitant C). Option A is only
due proof of death or due proof of death or are both under age available if Owner
the Policy Value on the Policy Value on 75. and Annuitant are
the date we receive the date we receive both under age 75.
due proof of death, due proof of death, Option B is only
which ever is which ever is available if Owner
greater. greater. and Annuitant are
under age 81.
- ----------------------------------------------------------------------------------------------------------------------
Guaranteed Period N/A N/A 1, 3, and 5 year 1, 3, and 5 year
Options (available in Guaranteed Periods Guaranteed Periods
the Fixed Account) available available
- ----------------------------------------------------------------------------------------------------------------------
Minimum effective annual N/A N/A 3% 3%
interest rate applicable
to the fixed account
- ----------------------------------------------------------------------------------------------------------------------
Asset Rebalancing N/A N/A yes yes
- ----------------------------------------------------------------------------------------------------------------------
Death Proceeds Greater of 1) the Greater of 1) the Greatest of (a) Greatest of (a)
Policy Value on the Policy Value on the Policy Value, (b) Policy Value, (b)
date we receive due date we receive due Cash Value, and (c) Cash Value, and (c)
proof of death, or 2) proof of death, or 2) Guaranteed Minimum Guaranteed Minimum
the total premiums the total premiums Death Benefit. Death Benefit.
paid for this policy, paid for this policy,
less any partial less any Partial
withdrawals and any Withdrawals and any
surrender charges surrender charges
made before death, made before death,
accumulated at 5% accumulated at 5%
interest per annum to interest per annum to
the date we receive the date we receive
due proof of death due proof of death.
- ----------------------------------------------------------------------------------------------------------------------
Distribution Financing N/A Applicable Applicable Applicable
Charge
- ----------------------------------------------------------------------------------------------------------------------
Dollar Cost Averaging N/A N/A yes yes
Fixed Account Option
- ----------------------------------------------------------------------------------------------------------------------
Service Charge $35 assessed on each $35 assessed on each $35 assessed only on $35 assessed either
Policy Anniversary. Policy Anniversary. each Policy on a Policy
Anniversary; Waived Anniversary or on
if Sum of Premium Surrender; Waived if
Payments less Partial Sum of Premium
Withdrawals is at Payments less Partial
least $50,000 on the Withdrawals or the
Policy Anniversary. Policy Value is at
Not deducted from the least $50,000 on the
Fixed Account. Policy Anniversary or
at the time of
Surrender. The
Service Charge is
deducted pro-rata
from the Fixed
Account and the Sub-
Account of the Mutual
Fund.
- ----------------------------------------------------------------------------------------------------------------------
Nursing Care and N/A N/A yes yes
Terminal Condition
Withdrawal Option
</TABLE>

B-2
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE ENDEAVOR PLATINUM VARIABLE ANNUITY

Issued through

PFL ENDEAVOR VARIABLE
ANNUITY ACCOUNT

Offered by
PFL LIFE INSURANCE COMPANY

4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499-0001

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

This statement of additional information expands upon subjects discussed in
the current prospectus for the Endeavor Platinum Variable Annuity (the
"Policy") offered by PFL Life Insurance company. You may obtain a copy of the
Prospectus dated , 1997 by calling 1-800-525-6205, or by writing to the
administrative and service office, financial markets division--variable
annuity dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001. Terms
used in the current prospectus for the policy are incorporated in this
Statement of Additional Information.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE POLICY AND TARGET
ACCOUNT, ENDEAVOR SERIES TRUST, AND THE GROWTH PORTFOLIO OF THE WRL SERIES
FUND, INC.

Dated: , 1997

- 1 -
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
PART I

<S> <C>
THE POLICY--GENERAL PROVISIONS............................................. 3
Owner.................................................................... 3
Entire Policy............................................................ 3
Delay of Payment and Transfers........................................... 3
Misstatement of Age or Sex............................................... 4
Reallocation of Policy Values After the Annuity Commencement Date ....... 4
Assignment............................................................... 4
Evidence of Survival..................................................... 5
Non-Participating........................................................ 5
Amendments............................................................... 5
Addition, Deletion, or Substitution of Investments....................... 5
FEDERAL TAX MATTERS........................................................ 6
Taxation of PFL.......................................................... 6
INVESTMENT EXPERIENCE...................................................... 7
Accumulation Units....................................................... 7
HISTORICAL PERFORMANCE DATA................................................ 10
Money Market Yields...................................................... 10
Other Subaccount Yields.................................................. 11
Total Returns............................................................ 12
Other Performance Data................................................... 13
Adjusted Performance Data--The Mutual Fund Account....................... 13

PART II

THE TARGET ACCOUNT......................................................... 13
What is the Investment Strategy?......................................... 13
Determination of Unit Value; Valuation of Securities..................... 14
MANAGEMENT................................................................. 15
The Board of Managers.................................................... 15
The Investment Advisory Services......................................... 18
The Manager.............................................................. 18
Transfer Agent and Custodian............................................. 19
BROKERAGE ALLOCATION....................................................... 19
INVESTMENT RESTRICTIONS.................................................... 19
Fundamental Policies..................................................... 20
Operating Policies....................................................... 20
Options and Futures Strategies........................................... 20
Securities Lending....................................................... 22

PART III

STATE REGULATION OF PFL.................................................... 23
ADMINISTRATION............................................................. 23
RECORDS AND REPORTS........................................................ 23
DISTRIBUTION OF THE POLICIES............................................... 24
CUSTODY OF ASSETS.......................................................... 24
LEGAL MATTERS.............................................................. 24
OTHER INFORMATION.......................................................... 24
FINANCIAL STATEMENTS....................................................... 25
INDEPENDENT AUDITORS....................................................... 25
</TABLE>

- 2 -
<PAGE>

In order to supplement the description in the Prospectus, the following
provides additional information about the Policy which may be of interest to
you. Part I of this Statement of Additional Information provides additional
information regarding the Policy. Part II of this Statement of Additional
Information (beginning on p. ) provides information regarding the operations
and investment activities of the Target Account, including its investment
policies. Part III provides miscellaneous additional information about PFL and
the Accounts.

PART I

THE POLICY--GENERAL PROVISIONS

OWNER

The Policy shall belong to you, as the Owner, upon issuance of the Policy
after completion of an application and delivery of the initial Premium
Payment. While the Annuitant is living, you may: (1) assign the Policy; (2)
surrender the Policy; (3) amend or modify the Policy with PFL's consent; (4)
receive annuity payments or name a Payee to receive the payments; and (5)
exercise, receive and enjoy every other right and benefit contained in the
Policy. The exercise of these rights may be subject to the consent of any
assignee or irrevocable Beneficiary; and of your spouse in a community or
marital property state.

A Successor Owner can be named in the Policy application or in a Written
Notice. The Successor Owner will become the new Owner upon the your death, if
you predecease the Annuitant. If no Successor Owner survives you and you
predecease the Annuitant, your estate will become the Owner.

You may change the ownership of the Policy in a Written Notice. When this
change takes effect, all rights of ownership in the Policy will pass to the
new Owner. A change of ownership may have adverse tax consequences.

When there is a change of Owner or Successor Owner, the change will take
effect as of the date the Owner signs the Written Notice, subject to any
payment PFL has made or action PFL has taken before recording the change.
Changing the Owner or naming a new Successor Owner cancels any prior choice of
Successor Owner, but does not change the designation of the Beneficiary or the
Annuitant.

If ownership is transferred (except to your spouse) because you die before
the Annuitant, the Cash Value generally must be distributed to the Successor
Owner within five years of your death, or payments must be made for a period
certain or for the Successor Owner's lifetime so long as any period certain
does not exceed that Successor Owner's life expectancy, if the first payment
begins within one year of your death.

ENTIRE POLICY

The Policy and any endorsements thereon and the Policy application
constitute the entire contract between PFL and you. All statements in the
application are representations and not warranties. No statement will cause
the Policy to be void or to be used in defense of a claim unless contained in
the application.

DELAY OF PAYMENT AND TRANSFERS

Payment of any amount due from the Mutual Fund Account or the Target Account
in respect of a surrender, partial withdrawal, the Death Benefit or the death
of the Owner of a Nonqualified Policy generally will occur within seven
business days from the date the Written Notice (and any

- 3 -
<PAGE>

other required documentation or information) is received, except that PFL may
be permitted to defer such payment from the Mutual Fund Account or the Target
Account if: (1) the New York Stock Exchange is closed for other than usual
weekends or holidays or trading on the Exchange is otherwise restricted; or
(2) an emergency exists as defined by the Securities and Exchange Commission
(the "SEC") or the SEC requires that trading be restricted; or (3) the SEC
permits a delay for your protection. In addition, transfers of amounts from
the Subaccounts may be deferred under these circumstances.

Certain delays and restrictions apply to transfers of amounts out of the
Fixed Account. See "The Endeavor Accounts--The Fixed Account," p. 28 of the
Prospectus.

MISSTATEMENT OF AGE OR SEX

If the age or sex of the Annuitant or Owner has been misstated, PFL will
change the annuity benefit payable to that which the Premium Payments would
have purchased for the correct age or sex. The dollar amount of any
underpayment made by PFL shall be paid in full with the next payment due such
person or the Beneficiary. The dollar amount of any overpayment made by PFL
due to any misstatement shall be deducted from payments subsequently accruing
to such person or Beneficiary. Any underpayment or overpayment will include
interest at 5% per year, from the date of the wrong payment to the date of the
adjustment. The age of the Annuitant or Owner may be established at any time
by the submission of proof satisfactory to PFL.

REALLOCATION OF POLICY VALUES AFTER THE ANNUITY COMMENCEMENT DATE

After the Annuity Commencement Date, you may reallocate the value of a
designated number of Annuity Units of a Subaccount of the Mutual Fund Account
("Mutual Fund Subaccount") or of a Subaccount of the Target Account ("Target
Subaccount") then credited to a Policy into an equal value of Annuity Units of
one or more other Mutual Fund Subaccounts, Target Subaccounts, or the Fixed
Account. The reallocation shall be based on the relative value of the Annuity
Units of the Account(s) or Subaccount(s) at the end of the Business Day on the
next payment date. The minimum amount which may be reallocated is the lesser
of (1) $10 of monthly income or (2) the entire monthly income of the Annuity
Units in the Account or Subaccount from which the transfer is being made. If
the monthly income of the Annuity Units remaining in an Account or Subaccount
after a reallocation is less than $10, PFL reserves the right to include the
value of those Annuity Units as part of the transfer. The request must be in
writing to PFL's Administrative and Service Office. There is no charge
assessed in connection with such reallocation. PFL reserves the right to limit
the number of times a reallocation of Annuity Purchase Value may be made in
any given Policy Year.

ASSIGNMENT

During the lifetime of the Annuitant you may assign any rights or benefits
provided by the Policy. An assignment will not be binding on PFL until a copy
has been filed at its Administrative and Service Office. Your rights and
benefits and those of the Beneficiary are subject to the rights of the
assignee. PFL assumes no responsibility for the validity or effect of any
assignment. Any claim made under an assignment shall be subject to proof of
interest and the extent of the assignment. An assignment may have tax
consequences.

Unless you so direct by filing Written Notice with PFL, no Beneficiary may
assign any payments under the Policy before they are due. To the extent
permitted by law, no payments will be subject to the claims of any
Beneficiary's creditors.

- 4 -
<PAGE>

EVIDENCE OF SURVIVAL

PFL reserves the right to require satisfactory evidence that a person is
alive if a payment is based on that person being alive. No payment will be
made until PFL receives such evidence.

NON-PARTICIPATING

The Policy will not share in PFL's surplus earnings; no dividends will be
paid.

AMENDMENTS

No change in the Policy is valid unless made in writing by PFL and approved
by one of PFL's officers. No Registered Representative has authority to change
or waive any provision of the Policy.

PFL reserves the right to amend the Policies to meet the requirements of the
Internal Revenue Code (the "Code"), regulations or published rulings. You can
refuse such a change by giving Written Notice, but a refusal may result in
adverse tax consequences.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

PFL cannot and does not guarantee that any of the Portfolios or Subaccounts
will always be available for Premium Payments, allocations, or transfers. PFL
retains the right, subject to any applicable law, to make certain changes in
the Mutual Fund Account and its investments. PFL reserves the right to
eliminate the shares of any Portfolio held by a Mutual Fund Subaccount and to
substitute shares of another Portfolio of the Underlying Funds, or of another
registered open-end management investment company for the shares of any
Portfolio, if the shares of the Portfolio are no longer available for
investment or if, in PFL's judgment, investment in any Portfolio would be
inappropriate in view of the purposes of the Mutual Fund Account. To the
extent required by the 1940 Act, substitutions of shares attributable to your
interest in a Mutual Fund Subaccount will not be made without prior notice to
you and the prior approval of the SEC. PFL retains the right, subject to any
applicable law, to make certain changes in the Target Account and its
investments. PFL reserves the right to eliminate a Target Subaccount if, in
PFL's judgment, investment in any Target Subaccount would be inappropriate in
view of the purposes of the Policy. Nothing contained herein shall prevent the
Mutual Fund Account from purchasing other securities for other series or
classes of variable annuity policies, or from effecting an exchange between
series or classes of variable annuity policies on the basis of your requests.

New Subaccounts may be established when, in the sole discretion of PFL,
marketing, tax, investment or other conditions warrant. Any new Subaccounts
may be made available to existing Owners on a basis to be determined by PFL.
Each additional Subaccount will purchase shares in a mutual fund portfolio,
other investment vehicle, or, in the case of the Target Account, in shares of
common stock. PFL may also eliminate one or more Subaccounts if, in its sole
discretion, marketing, tax, investment or other conditions warrant such
change. In the event any Subaccount is eliminated, PFL will notify you and
request a reallocation of the amounts invested in the eliminated Subaccount.
If no such reallocation is provided by you, PFL will reinvest the amounts in
the Subaccount that invests in the TCW Money Market Portfolio (or in a similar
portfolio of money market instruments), in another Subaccount, or in the Fixed
Account, if appropriate.

In the event of any such substitution or change, PFL may, by appropriate
endorsement, make such changes in the Policies as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if deemed to
be in the best interests of persons having voting rights under the Policies,
the Mutual Fund Account may be (i) operated as a management company under the

- 5 -
<PAGE>

1940 Act or any other form permitted by law, (ii) deregistered under the 1940
Act in the event such registration is no longer required or (iii) combined
with one or more other separate accounts, and the Target Account may be (i)
operated in any form permitted by law, (ii) deregistered under the 1940 Act in
the event such registration is no longer required or (iii) combined with one
or more other separate accounts. To the extent permitted by applicable law,
PFL also may transfer the assets of the Mutual Fund Account or the Target
Account associated with the Policies to another account or accounts.

FEDERAL TAX MATTERS

Distribution Requirements. The Code also requires that Nonqualified Policies
contain specific provisions for distribution of Policy proceeds upon the death
of any Owner. In order to be treated as an annuity contract for federal income
tax purposes, the Code requires that such Policies provide that if any Owner
dies on or after the Annuity Commencement Date and before the entire interest
in the Policy has been distributed, the remaining portion must be distributed
at least as rapidly as under the method in effect on such Owner's death. If
any Owner dies before the Annuity Commencement Date, the entire interest in
the Policy must generally be distributed within 5 years after such Owner's
date of death or be used to purchase an immediate annuity under which payments
will begin within one year of such Owner's death and will be made for the life
of the Beneficiary or for a period not extending beyond the life expectancy of
the "Designated Beneficiary" as defined in section 72(s) of the Code. However,
if upon such Owner's death prior to the Annuity Commencement Date, such
Owner's surviving spouse becomes the sole new Owner under the Policy, then the
Policy may be continued with the surviving spouse as the new Owner. Under the
Policy, the Beneficiary is the Designated Beneficiary of an Owner/Annuitant
and the Successor Owner is the Designated Beneficiary of an Owner who is not
the Annuitant. If any Owner is not a natural person, then for purposes of
these distribution requirements, the primary Annuitant shall be treated as the
Owner and any death or change of such primary Annuitant shall be treated as
the death of the Owner. The Nonqualified Policies contain provisions intended
to comply with these requirements of the Code. No regulations interpreting
these requirements of the Code have yet been issued and thus no assurance can
be given that the provisions contained in the Policies satisfy all such Code
requirements. The provisions contained in the Policies will be reviewed and
modified if necessary to assure that they comply with the Code requirements
when clarified by regulation or otherwise.

TAXATION OF PFL

PFL at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The Mutual Fund Account and the Target Account are
treated as part of PFL and, accordingly, will not be taxed separately as
"regulated investment companies" under Subchapter M of the Code. PFL does not
expect to incur any federal income tax liability with respect to investment
income and net capital gains arising from the activities of the Mutual Fund
Account or the Target Account retained as part of the reserves under the
Policy. Based on this expectation, it is anticipated that no charges will be
made against the Mutual Fund Account or the Target Account for federal income
taxes. If, in future years, any federal income taxes are incurred by PFL with
respect to the Mutual Fund Account or the Target Account, PFL may make a
charge to that Account.

- 6 -
<PAGE>

INVESTMENT EXPERIENCE

An "Investment Experience Factor" is used to determine the value of
Accumulation Units and Annuity Units, and to determine annuity payment rates.

ACCUMULATION UNITS

Upon allocation to the selected Mutual Fund Subaccount or Target Subaccount,
Premium Payments are converted into Accumulation Units of the Subaccount. The
number of Accumulation Units to be credited is determined by dividing the
dollar amount allocated to each Subaccount by the value of an Accumulation
Unit for that Subaccount as next determined after the Premium Payment is
received at the Administrative and Service Office or, in the case of the
initial Premium Payment, when the Policy application is completed, whichever
is later. The value of an Accumulation Unit was arbitrarily established at $1
(except the WRL Growth Subaccount and the Target Subaccounts which were
established at $10) at the inception of each Subaccount. Thereafter, the value
of an Accumulation Unit is determined as of the close of trading on each day
the New York Stock Exchange and PFL's Administrative and Service Office are
open for business.

For the Mutual Fund Account, an index (the "Investment Experience Factor")
which measures the investment performance of a Subaccount during a Valuation
Period is used to determine the value of an Accumulation Unit for the next
subsequent Valuation Period. The Investment Experience Factor may be greater
or less than or equal to one; therefore, the value of an Accumulation Unit may
increase, decrease or remain the same from one Valuation Period to the next.
You bear this investment risk. The Net Investment Performance of a Subaccount
and deduction of certain charges affect the Accumulation Unit Value.

The Investment Experience Factor for any Mutual Fund Subaccount for any
Valuation Period is determined by dividing (a) by (b) and subtracting (c) from
the result, where:

(a) is the net result of:

(1) the net asset value per share of the shares held in the
Subaccount determined at the end of the current Valuation Period, plus

(2) the per share amount of any dividend or capital gain distribution
made with respect to the shares held in the Subaccount if the ex-
dividend date occurs during the current Valuation Period, plus or minus

(3) a per share credit or charge for any taxes determined by PFL to
have resulted during the Valuation Period from the investment
operations of the Subaccount;

(b) is the net result of:

(1) the net asset value per share of the shares held in the
Subaccount determined as of the end of the immediately preceding
Valuation Period, plus or minus

(2) the per share charge or credit for taxes pertaining to the
immediately preceding Valuation Period for which PFL has created a
reserve; and

(c) is the charge for Mortality and Expense Risk during the Valuation
Period, equal on an annual basis to 1.25% (for both the 5% Annually
Compounding Death Benefit and the Annual Step-Up Death Benefit) and 1.10%
(for the Return of Premium Death Benefit) of the daily net asset value of
the Subaccount, plus the .15% Administrative Charge plus the Distribution
Financing Charge of .25%. The Distribution Financing Charge is assessed
only during the first ten Policy Years.

- 7 -
<PAGE>

ILLUSTRATION OF MUTUAL FUND ACCOUNT ACCUMULATION UNIT VALUE CALCULATIONS

FORMULA AND ILLUSTRATION FOR DETERMINING
THE NET INVESTMENT FACTOR

Net Investment Factor = (A + B - C)
--------- - E
D

Where: The Net Asset Value of an Underlying Fund share as of the end of
A = the current
Valuation Period.
Assume...............................................A = $11.57

B = The per share amount of any dividend or capital gains distribution
since the end of the immediately preceding Valuation Period.
Assume...............................................B = 0

C = The per share charge or credit for any taxes reserved for at the
end of the current Valuation Period.
Assume...............................................C = 0

D = The Net Asset Value of an Underlying Fund share at the end of the
immediately preceding Valuation Period.
Assume...............................................D = $11.40

E = The daily deduction for the Mortality and Expense Risk Fee, the
Administrative Charge, and the Distribution Financing Charge,
which totals 1.65% on an annual basis for the first ten years and
1.40% thereafter. On a daily basis, E equals .0000448376 for the
first ten years and .0000380909 thereafter.

Then, the Net Investment Factor =
(11.57 + 0 - 0)
------------- --.0000448376 = Z = 1.0148674431
(11.40)

for the first ten years, and (11.57 + 0 - 0)
------------- -- .0000380909 = 1.0148741898
11.40
thereafter.

FORMULA AND ILLUSTRATION FOR DETERMINING ACCUMULATION UNIT VALUE

Accumulation Unit Value = A x B

Where: A = The Accumulation Unit Value for the immediately preceding
Valuation Period.
Assume.............................................. = $ X

B = The Net Investment Factor for the current Valuation Period.
Assume.............................................. = Y

Then, the Accumulation Unit Value = $ X X Y = $ Z

- 8 -
<PAGE>

ANNUITY UNIT VALUE AND ANNUITY PAYMENT RATES

For both the Mutual Fund Account and the Target Account, the amount of
Variable Annuity Payments will vary with Annuity Unit Values. Annuity Unit
Values rise if the net investment performance of the Subaccount exceeds the
assumed interest rate of 5% annually. Conversely, Annuity Unit Values fall if
the net investment performance of the Subaccount is less than the assumed
rate. The value of a variable Annuity Unit in each Subaccount was established
at $1.00 on the date operations began for that Subaccount. For the Mutual Fund
Account, the value of a variable Annuity Unit on any subsequent Business Day
is equal to (a) multiplied by (b) multiplied by (c), where:

(a) is the variable Annuity Unit Value on the immediately preceding
Business Day;

(b) is the Net Investment Factor for the valuation period; and

The investment result adjustment factor for the valuation period is the
product of discount factors of .99986634 per day to recognize the 5% effective
annual Assumed Investment Return. The valuation period is the period from the
close of the immediately preceding Business Day to the close of the current
Business Day.

For the Target Account, at the end of each Valuation Period, the Annuity
Unit value is established by multiplying the value of an Annuity Unit
determined at the end of the immediately preceding Valuation Period by the Net
Investment Factor for the current Valuation Period, and then multiplying that
product by an investment result adjustment factor for the purpose of
offsetting the effect of an Assumed Investment Return of 5.0% per annum which
is assumed in the Annuity Conversion Rates for the Contracts. The result is
then reduced by a charge for mortality and expense risks, that is, the
Mortality and Expense Risk Fee, Administrative Charge, and Distribution
Financing Charge (see "Charges and Deductions" at page 48 of the Prospectus).

The dollar amount of subsequent Variable Annuity Payments will depend upon
changes in applicable Annuity Unit Values.

The annuity payment rates vary according to the Annuity Option elected and
the sex and adjusted age of the Annuitant at the Annuity Commencement Date.
The Policy also contains a table for determining the adjusted age of the
Annuitant.

[ADD AUV ILLUSTRATION FOR TARGET ACCOUNT]

ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE
AND VARIABLE ANNUITY PAYMENTS

FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE

Annuity Unit Value = A X B X C

Where: A = Annuity Unit Value for the immediately preceding Valuation Period.
Assume.............................................. = $ X

B = Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated.
Assume................................................ = Y

C = A factor to neutralize the assumed interest rate of 5% built into
the Annuity Tables used.
Assume................................................ = Z

Then, the Annuity Unit Value is:
$ X X Y X Z = $ Q

- 9 -
<PAGE>

FORMULA AND ILLUSTRATION FOR DETERMINING AMOUNT
OF FIRST MONTHLY VARIABLE ANNUITY PAYMENT

First Monthly Variable Annuity Payment = A X B
-------
$1,000

Where: A = The Adjusted Policy Value as of the Annuity Commencement Date.
Assume.............................................. = $ X

B = The Annuity purchase rate per $1,000 of Adjusted Policy Value
based upon the option selected, the sex and adjusted age of the
Annuitant according to the tables contained in the Policy.
Assume.............................................. = $ Y

Then, the first Monthly Variable Annuity
Payment = $ X X $ Y = $Z
---------
1,000

FORMULA AND ILLUSTRATION FOR DETERMINING THE NUMBER OF ANNUITY
UNITS REPRESENTED BY EACH MONTHLY VARIABLE ANNUITY PAYMENT

Number of Annuity Units = A
-
B

Where: A = The dollar amount of the first monthly Variable Annuity Payment.
Assume.............................................. = $ X

B = The Annuity Unit Value for the Valuation Date on which the first
monthly payment is due.
Assume.............................................. = $ Y

Then, the number of Annuity Units $ X = Z
---
$ Y

HISTORICAL PERFORMANCE DATA

MONEY MARKET YIELDS

PFL may from time to time disclose the current annualized yield of the TCW
Money Market Subaccount, which invests in the TCW Money Market Portfolio, for
a 7-day period in a manner which does not take into consideration any realized
or unrealized gains or losses on shares of the TCW Money Market Portfolio or
on its portfolio securities. This current annualized yield is computed by
determining the net change (exclusive of realized gains and losses on the sale
of securities and unrealized appreciation and depreciation) at the end of the
7-day period in the value of a hypothetical account having a balance of 1 unit
of the TCW Money Market Subaccount at the beginning of the 7-day period,
dividing such net change in account value by the value of the account at the
beginning of the period to determine the base period return, and annualizing
this quotient on a 365-day basis. The net change in account value reflects (i)
net income from the Portfolio attributable to the hypothetical account; and
(ii) charges and deductions imposed under a Policy that are attributable to
the hypothetical account. The charges and deductions include the per unit
charges for the hypothetical account for (i) the Administrative Charges; (ii)
the Mortality

- 10 -
<PAGE>

and Expense Risk Fee, and (iii) the Distribution Financing Charge. Current
Yield will be calculated according to the following formula:

Current Yield = ((NCS - ES)/UV) X (365/7)

Where:
NCS= The net change in the value of the Portfolio (exclusive of realized
gains and losses on the sale of securities and unrealized
appreciation and depreciation) for the 7-day period attributable to a
hypothetical account having a balance of 1 Subaccount unit.

ES= Per unit expenses of the Subaccount for the 7-day period.

UV= The unit value on the first day of the 7-day period.

Because of the charges and deductions imposed under a Policy, the yield for
the TCW Money Market Subaccount will be lower than the yield for the TCW Money
Market Portfolio. The yield calculations do not reflect the effect of any
premium taxes that may be applicable to a particular Policy.

PFL may also disclose the effective yield of the TCW Money Market Subaccount
for the same 7-day period, determined on a compounded basis. The effective
yield is calculated by compounding the base period return according to the
following formula:

Effective Yield = (1 + ((NCS - ES)/UV))/3//6//5///7/ - 1

ES= Per unit expenses of the Subaccount for the 7-day period.

UV= The unit value on the first day of the 7-day period.

The yield on amounts held in the TCW Money Market Subaccount normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The TCW Money Market Subaccount's actual yield is affected by changes
in interest rates on money market securities, average portfolio maturity of
the TCW Money Market Portfolio, the types and quality of portfolio securities
held by the TCW Money Market Portfolio and its operating expenses. For the
seven days ended December 31, 1996, the yield of the TCW Money Market
Subaccount was 2.73%, and the effective yield was 2.76%.

OTHER SUBACCOUNT YIELDS

PFL may from time to time advertise or disclose the current annualized yield
of one or more of the Mutual Fund Subaccounts and the Target Subaccounts
(except the TCW Money Market Subaccount) for 30-day periods. The annualized
yield of a Subaccount refers to income generated by the Subaccount over a
specific 30-day period. Because the yield is annualized, the yield generated
by a Subaccount during the 30-day period is assumed to be generated each 30-
day period over a 12-month period. The yield is computed by: (i) dividing the
net investment income of the Subaccount less Subaccount expenses for the
period, by (ii) the maximum offering price per unit on the last day of the
period times the daily average number of units outstanding for the period,
(iii) compounding that yield for a 6-month period, and (iv) multiplying that
result by 2. Expenses attributable to the Subaccount include (i) the
Administrative Charges; (ii) the Mortality

- 11 -
<PAGE>

and Expense Risk Fee; and (iii) the Distribution Financing Charge. The 30-day
yield is calculated according to the following formula:

Yield = 2 x ((((NI -- ES)/(U x UV)) + 1)/6/ -- 1)

Where:
NI= Net investment income of the Subaccount for the 30-day period
attributable to the Subaccount's unit.

ES= Expenses of the Subaccount for the 30-day period.

U= The average number of units outstanding.

UV= The unit value at the close (highest) of the last day in the 30-day
period.

Because of the charges and deductions imposed by the Mutual Fund Account,
the yield for a Mutual Fund Subaccount will be lower than the yield for its
corresponding Portfolio. The yield calculations do not reflect the effect of
any premium taxes that may be applicable to a particular Policy.

The yield on amounts held in the Mutual Fund Subaccounts and the Target
Subaccounts normally will fluctuate over time. Therefore, the disclosed yield
for any given past period is not an indication or representation of future
yields or rates of return. A Subaccount's actual yield is affected by the
types and quality of its investments and its operating expenses.

TOTAL RETURNS

PFL may from time to time also advertise or disclose total returns for one
or more of the Mutual Fund Subaccounts or the Target Subaccounts for various
periods of time. One of the periods of time will include the period measured
from the date the Subaccount commenced operations. When a Subaccount has been
in operation for 1, 5 and 10 years, respectively, the total return for these
periods will be provided. Total returns for other periods of time may from
time to time also be disclosed. Total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
to the redemption value of that investment as of the last day of each of the
periods. The ending date for each period for which total return quotations are
provided will be for the most recent month end practicable, considering the
type and media of the communication and will be stated in the communication.

Total returns will be calculated using Subaccount Unit Values which PFL
calculates on each Business Day based on the performance of the Mutual Fund
Account's underlying Portfolio, and the Target Subaccount's common shares, and
the deductions for the Mortality and Expense Risk Fee, the Distribution
Financing Charges, and the Administrative Charges. The total return for each
Target Subaccount will also reflect the Manager's Fee and other operating
expenses. The total return will then be calculated according to the following
formula:

P (1 + T)n = ERV

Where:
T= The average annual total return net of Subaccount recurring charges.

ERV= The ending redeemable value of the hypothetical account at the end of
the period.

P= A hypothetical initial payment of $1,000.

N= The number of years in the period.

- 12 -
<PAGE>

OTHER PERFORMANCE DATA

PFL may from time to time also disclose average annual total returns in a
non-standard format in conjunction with the standard format described above.

PFL may from time to time also disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula.

CTR = (ERV / P) - 1

Where:
CTR= The cumulative total return net of Subaccount recurring charges for
the period.

ERV= The ending redeemable value of the hypothetical investment at the end
of the period.

P = A hypothetical initial payment of $1,000.

All non-standard performance data will only be advertised if the standard
performance data for the same period, as well as for the required period, is
also disclosed.

ADJUSTED PERFORMANCE DATA--THE MUTUAL FUND ACCOUNT

From time to time, sales literature or advertisements may quote average
annual total returns for periods prior to the date a particular Mutual Fund
Subaccount commenced operations. Such performance information for the Mutual
Fund Subaccounts will be calculated based on the performance of the various
Portfolios and the assumption that the Mutual Fund Subaccounts were in
existence for the same periods as those indicated for the Portfolios, with the
level of Policy charges that are currently in effect.

PART II

THE TARGET ACCOUNT

WHAT IS THE INVESTMENT STRATEGY?

The objective of each of the Target Subaccounts is to provide an above-
average total return through a combination of dividend income and capital
appreciation. While the objectives of the Target Subaccounts are the same,
each Target Subaccount follows a different investment strategy (set forth
below) in order to achieve its stated objective.

Each Target Subaccount will initially invest in equal amounts in the common
stock described below for each Target Subaccount (the "Common Shares")
determined as of December 31, 1997 (the "Initial Stock Selection Date"). The
Target 10 Subaccount will invest in the common stock of the ten companies in
the Dow Jones Industrial Average (the "DJIA") that have the highest dividend
yield. The Target 5 Subaccount will invest in the common stock of the five
companies with the lowest per share stock price of the ten companies in the
Target 10 Subaccount.

At the Initial Stock Selection Date, a percentage relationship among the
number of Common Shares in a Target Subaccount will be established. When
additional funds are deposited into the Target Subaccount, additional Common
Shares will be purchased in such numbers reflecting as nearly as practicable
the percentage relationship of the number of Common Shares established at the
initial purchase. Sales of Common Shares by the Target Subaccount will
likewise attempt to replicate the percentage relationship of Common Shares.
The percentage relationship among the number of Common Shares in the Target
Subaccount should therefore remain stable. However, given the fact that the
market price of such Common Shares will vary throughout the year, the value of
the Common Shares of each of the companies as compared to the total assets of
the Target Subaccount will fluctuate during the year, above and below the
proportion established on a Stock

- 13 -
<PAGE>

Selection Date. On the last Business Day of each calendar year ("Annual Stock
Selection Date"), a new percentage relationship will be established among the
number of Common Shares described above for each Target Subaccount on such
date. Common Shares may be sold or new equity securities bought so that the
Target Subaccount is equally invested in the common stock of each company
meeting the Target Subaccount's investment criteria. Thus the Target
Subaccount may or may not hold equity securities of the same companies as the
previous year. Any purchase or sale of additional Common Shares during the
year will duplicate, as nearly as practicable, the percentage relationship
among the number of Common Shares as of the Annual Stock Selection Date since
the relationship among the value of the Common Shares on the date of any
subsequent transactions may be different than the original relationship among
their value.

The yield for each equity security listed on the DJIA is calculated by
annualizing the last quarterly or semi-annual ordinary dividend declared and
dividing the result by the market value of such equity security as of the
close of business on the Stock Selection Date.

The publishers of the DJIA are not affiliated with PFL, Endeavor, or First
Trust Advisers L.P. and have not participated in the creation of the Target
Subaccounts or the selection of the equity securities included therein. Any
changes in the components of any of the respective indices made after a Stock
Selection Date will not cause a change in the identity of the Common Shares
included in a Target Subaccount, including any additional Common Shares
purchased thereafter, until the next Annual Stock Selection Date.

Investors should note that the above criteria were applied and will in the
future be applied to the Common Shares selected for inclusion in the Target
Subaccounts as of the respective Stock Selection Date. Additional Common
Shares which were originally selected through this process may be purchased
throughout the year, as investors may continue to invest in the Target
Subaccounts, even though the yields on these Common Shares may have changed
subsequent to the previous Stock Selection Date. These Common Shares may no
longer be included in the index, or may not meet a Target Subaccount's
selection criteria at that time, and therefore, such Common Shares would no
longer be chosen for inclusion in the Target Subaccounts if the selection
process were to be performed again at that time. The equity securities
selected as Common Shares and the percentage relationship among the number of
shares will not change for purchase or sales by a Target Subaccount until the
next Annual Stock Selection Date.

DETERMINATION OF UNIT VALUE; VALUATION OF SECURITIES

PFL determines the Unit Value of each Target Subaccount each Business Day.
This daily determination of Unit Value is made as of the close of regular
trading on the New York Stock Exchange, currently 4:00 p.m. New York time
unless the Exchange closes earlier, by dividing the total assets of a Target
Subaccount less all of its liabilities, by the total number of units
outstanding at the time the determination is made. Purchases and redemptions
will be effected at the time of determination of Unit Value next following the
receipt of any purchase or redemption order deemed to be in good order.

Equity securities are valued at the last sale price on the exchange on which
they are primarily traded or at the ask price on the NASDAQ system for
unlisted national market issues, or at the last quoted bid price for
securities in which there were no sales during the day or for unlisted
securities not reported on the NASDAQ system. Short-term obligations which
mature in 60 days or less are valued at amortized cost, which approximates
fair value as determined by the Board of Managers. Futures and option
contracts that are traded on commodities or securities exchanges are normally
valued at the settlement price on the exchange on which they are traded.
Securities (other than short-term obligations) for which there are no such
quotations or valuations are valued at fair value as determined in good faith
by or at the direction of the Board of Managers of the Target Subaccounts.

- 14 -
<PAGE>

MANAGEMENT

THE BOARD OF MANAGERS

The members of the Board of Managers of the Target Account, and their
principal occupations during the past five years are set forth below. Their
titles may have varied during that period. Unless otherwise indicated, the
address of each member is 2101 East Coast Highway, Suite 300, Corona del Mar,
California 92625.

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
James R. McInnis (49) President President of Endeavor Group (broker-
dealer) since June, 1991; President
of McGuinness & Associates
(insurance marketing) from March,
1983 to June, 1991.
*Vincent J. McGuinness Manager Chairman, Chief Executive Officer
(62) and Director of McGuinness &
Associates, Endeavor Group, VJM
Corporation (oil and gas), until
July, 1996 McGuinness Group
(insurance marketing) and until
January, 1994 Swift Energy Marketing
Company and since September, 1988
Endeavor Management Co.; President
of VJM Corporation, Endeavor
Management Co. and, since February,
1996, McGuinness & Associates.
Timothy A. Devine (62) Manager Prior to September, 1993, President
1424 Dolphin Terrace and Chief Executive Officer, Devine
Corona del Mar, Califor- Properties, Inc. Since September,
nia 92625 1993, Vice President, Plaint
Control, Inc. (landscape contracting
and maintenance).
Thomas J. Hawekotte (62) Manager President, Thomas Hawekotte, P.C.
1200 Lake Shore Drive (law practice).
Chicago, Illinois 60610
Steven L. Klosterman Manager Since July, 1995, President of
(46) Klosterman Capital Corporation
5973 Avenida Encinas, (investment adviser); Investment
#300 Counselor, Robert J. Metcalf &
Carlsbad, California Associates, Inc. (investment
92008 adviser) from August, 1990 to June,
1995.
*Halbert D. Lindquist Manager President, Lindquist Enterprises,
(51) Inc. (financial services) and since
1650 E. Fort Lowell Road December, 1987 Tucson Asset
Tucson, Arizona 85719- Management Inc. (financial
2324 services), and since November, 1987,
Presidio Government Securities,
Incorporated (broker-dealer).
</TABLE>

- 15 -
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
R. Daniel Olmstead, Jr. Manager Rancher until January, 1997. Since
(66) January, 1997, real estate
2661 Point Del Mar consultant.
Corona Del Mar, Califor-
nia 92625
Keith H. Wood (62) Manager Since 1972, Chairman and Chief
Executive Officer of Jameson, Eaton
& Wood (investment adviser) and
since 1979, President of Ivoy & Sime
International, Inc. (investment
adviser).
**Vincent J. McGuinness, Manager and Since January, 1997, Executive Vice-
Jr. (32) Executive Vice-President President of Operations and since
Administration May, 1997, Director of Endeavor
Group; from September, 1996 to June,
1997, Chief Financial Officer and
since May, 1996, Director of
Endeavor Management Co.; since
August, 1996, Chief Financial
Officer of VJM Corporation; from
May, 1996 to January 1997, Executive
Vice President and Director of
Sales, Western Division of Endeavor
Group; since May, 1996, Chief
Financial Officer of McGuinness &
Associates; from March, 1996 to May,
1996, Director of McGuinness Group;
from July, 1993 to August, 1995
Rocky Mountain Regional Marketing
Director for Endeavor Group. MBA
graduate student from September,
1991 to May, 1993.
Michael J. Roland (39) Chief Financial Officer Since June, 1996, Chief Financial
(Treasurer) Officer of Endeavor Group and
Endeavor Management Co.; from
January, 1995 to April, 1997, Senior
Vice President, Treasurer and Chief
Financial Officer of Pilgrim America
Group, Pilgrim America Investments,
Inc., Pilgrim America Securities and
of each of the funds in the Pilgrim
America Group of Funds; from July,
1994 to December, 1994, partner at
the consulting firm of Corporate
Savings Group; From March, 1992 to
June, 1994, Vice President of PIMCO
Advisors, LP and of the PIMCO
Institutional Funds.
</TABLE>

- 16 -
<PAGE>

<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- ------------------------ ------------------------------------
<S> <C> <C>
Pamela A. Shelton (48) Secretary Since October, 1993, Executive
Secretary to Chairman of the Board
and Chief Executive Officer of, and
since April, 1996, Secretary of
McGuinness & Associates, Endeavor
Group, VJM Corporation, McGuinness
Group (until July, 1996) and
Endeavor Management Co.; from July,
1992 to October, 1993,
Administrative Secretary, Mayor and
City Council, City of Laguna Niguel,
California; and from November, 1986
to July, 1992, Executive Secretary
to Chairman of the Board and Chief
Executive Officer of, and from
October, 1990 to July, 1992,
Secretary of McGuinness &
Associates, Endeavor Group, VJM
Corporation, McGuinness Group,
Endeavor Management Co. and Swift
Energy Marketing Company.
</TABLE>
- --------
*An "interested person" of the Fund as defined in the 1940 Act.
**Vincent J. McGuinness, Jr. is the son of Vincent J. McGuinness.

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

Compensation. For the first full year of the Target Account, the following
compensation is estimated to be paid to members of the Board of Managers:

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION FROM
COMPENSATION ACCOUNT AND FUND
NAME OF PERSON FROM ACCOUNT COMPLEX PAID TO TRUSTEES
- -------------- ------------ ------------------------
<S> <C> <C>
Vincent J. McGuinness..................... $ $
Timothy A. Devine.........................
Thomas J. Hawekotte.......................
Steven L. Klosterman......................
Halbert D. Lindquist......................
R. Daniel Olmstead........................
Keith H. Wood.............................
Vincent J. McGuinness, Jr.................
</TABLE>

- 17 -
<PAGE>

THE INVESTMENT ADVISORY SERVICES

First Trust Advisers L.P. (the "Adviser") is the Target Account's investment
adviser. The Adviser manages the assets of each Target Subaccount, consistent
with the investment objective and policies described herein and in the
Prospectus, pursuant to an investment advisory agreement (the "Advisory
Agreement") with Endeavor Investment Advisers, the Target Account's Manager.

Under the Advisory Agreement, the Adviser provides each Target Subaccount
with discretionary investment services. Specifically, the Adviser is
responsible for supervising and directing the investments of each Target
Subaccount in accordance with each Target Subaccount's investment objective,
program, and restrictions as provided in the Prospectus and this Statement of
Additional Information. The Adviser is also responsible for effecting all
security transactions on behalf of each Target Subaccount.

As compensation for its services, the Adviser receives a fee of 0.35% of the
average daily net assets of each Target Subaccount for total Target Account
assets up to $250 million, and 0.30% of the average daily net assets of each
Target Subaccount for total assets greater than $250 million, which is paid by
the Manager. Each Target Subaccount's Advisory Agreement also provides that
the Adviser, its directors, officers, employees, and certain other persons
performing specific functions for the Target Subaccounts will only be liable
to the Target Subaccount for losses resulting from willful misfeasance, bad
faith, gross negligence, or reckless disregard of duty.

THE MANAGER

The Target Account is managed by Endeavor Investment Advisers ("the
Manager") which, subject to the supervision and direction of the Target
Account's Board of Managers, has overall responsibility for the general
management and administration of the Target Account. The Manager is a general
partnership of which Endeavor Management Co. is the managing partner. Endeavor
Management Co., by whose employees all management services performed under the
management agreement are rendered to the Target Account, holds a 50.01%
interest in the Manager and AUSA Financial Markets, Inc., an affiliate of PFL,
holds the remaining 49.99% interest therein. Vincent J. McGuinness, a member
of the Board of Managers of the Target Account, together with his family
members and trusts for the benefit of his family members, own all of Endeavor
Management Co.'s outstanding common stock. Mr. McGuinness is Chairman, Chief
Executive Officer and President of Endeavor Management Co.

The Manager is responsible for providing investment management and
administrative services to the Target Account and in the exercise of such
responsibility selects an investment adviser for each of the Target
Subaccounts (the "Adviser") and monitors the Adviser's investment program and
results, reviews brokerage matters, oversees compliance by the Target Account
with various federal and state statutes, and carries out the directives of the
Board of Managers. The Manager is responsible for providing the Target Account
with office space, office equipment, and personnel necessary to operate and
administer the Target Account's business, and also supervises the provision of
services by third parties such as the Target Account's custodian and transfer
agent. Pursuant to an administration agreement, First Data Investor Services
Group, Inc. ("FDISG") assists the Manager in the performance of its
administrative responsibilities to the Target Account.

As compensation for its services, the Manager receives a fee equal to 0.60%
of the average daily net assets of each Target Subaccount.

- 18 -
<PAGE>

TRANSFER AGENT AND CUSTODIAN

All cash and securities of each Target Subaccount are held by Boston Safe
Deposit and Trust Company as custodian. FDISG, located at 4400 Computer Drive,
Westborough, Massachusetts 01581, serves as transfer agent for the Target
Account.

BROKERAGE ALLOCATION

The Adviser invests all assets of the Target Subaccounts in common stock and
incurs brokerage costs in connection therewith.

Allocations of transactions by the Target Subaccounts, including their
frequency, to various dealers is determined by the Adviser in its best
judgment and in a manner deemed to be in the best interest of the investors in
the Target Subaccount rather than by any formula. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Purchases and sales of securities may be principal transactions; that is,
securities may be purchased directly from the issuer or from an underwriter or
market maker for the securities. Any transactions for which the Target
Subaccounts pays a brokerage commission will be effected at the best price and
execution available. Purchases from underwriters of securities include a
commission or concession paid by the issuer to the underwriter, and purchases
from dealers serving as market makers include the spread between the bid and
the asked price. Brokerage may be allocated based on the sale of Policies by
dealers.

In placing orders for portfolio securities, the Adviser is required to give
primary consideration to obtaining the most favorable price and efficient
execution. Within the framework of this policy, the Adviser will consider the
research and investment services provided by brokers who effect or are parties
to portfolio transactions. Such research and investment services are those
which brokerage houses customarily provide to institutional investors and
include statistical and economic data and research reports on particular
companies and industries. Such services are used by the Adviser in connection
with all of its investment activities, and some of such services obtained in
connection with the execution of transactions for a Target Subaccount may be
used in managing other investment accounts. Conversely, brokers furnishing
such services may be selected for the execution of transactions of such other
accounts and the services furnished by such brokers may be used in providing
investment management for a Target Subaccount. Commission rates are
established pursuant to negotiations with the broker based on the quality and
quantity of execution services provided by the broker in the light of
generally prevailing rates. A Target Subaccount may pay higher commissions to
brokers for particular transactions than might be charged if a different
broker had been selected on occasions when, in the Adviser's opinion, this
policy furthers the objective of obtaining best price and execution. The
allocation of orders among brokers and the commission rates paid are reviewed
periodically by the Board of Managers.

INVESTMENT RESTRICTIONS

Fundamental policies of the Target Subaccounts may not be changed without
the approval of the lesser of (1) 67% of the persons holding voting interests
(generally Policy Owners) present at a meeting if the holders of more than 50%
are present in person or by proxy or (2) more than 50% of the persons holding
voting interests. Other restrictions, in the form of operating policies, are
subject to change by the Board of Managers without the approval of persons
holding a voting interest. Any investment restriction which involves a maximum
percentage of securities or assets shall not be considered to be violated
unless an excess over the percentage occurs immediately after, and is caused
by, an acquisition of securities or assets of, or borrowings by, a Target
Subaccount.

- 19 -
<PAGE>

FUNDAMENTAL POLICIES

As a matter of fundamental policy, each Target Subaccount may not:

(1) Borrowing. Borrow money, except each Target Subaccount may borrow as
a temporary measure for extraordinary or emergency purposes, and then only
in amounts not exceeding 30% of its total assets valued at market. Each
Target Subaccount will not borrow in order to increase income (leveraging),
but only to facilitate redemption requests which might otherwise require
untimely investment liquidations;

(2) Loans. Make loans, although the Target Subaccounts may purchase money
market securities and enter into repurchase agreements; and they may lend
their Common Shares.

(3) Margin. Purchase securities on margin;

(4) Mortgaging. Mortgage, pledge, hypothecate or, in any manner, transfer
any security owned by the Target Subaccounts as security for indebtedness
except as may be necessary in connection with permissible borrowings, in
which event such mortgaging, pledging, or hypothecating may not exceed 30%
of each Target Subaccount's total assets, valued at market;

(5) Real Estate. Purchase or sell real estate;

(6) Senior Securities. Issue senior securities (except permitted
borrowings);

(7) Short Sales. Effect short sales of securities; or

(8) Underwriting. Underwrite securities issued by other persons, except
to the extent the Target Subaccounts may be deemed to be underwriters
within the meaning of the Securities Act of 1933 in connection with the
purchase and sale of their portfolio securities in the ordinary course of
pursuing their investment programs.

In addition, as a matter of fundamental policy, each Target Subaccount may
engage in futures and options transactions and hold warrants.

OPERATING POLICIES

As a matter of operating policy, each Target Subaccount may not:

(1) Control of Companies. Invest in companies for the purpose of
exercising management or control;

(2) Illiquid Securities. Purchase a security if, as a result of such
purchase, more than 15% of the value of each Target Subaccount's net assets
would be invested in illiquid securities or other securities that are not
readily marketable.

(3) Oil and Gas Programs. Purchase participations or other direct
interests or enter into leases with respect to, oil, gas, other mineral
exploration or development program.

OPTIONS AND FUTURES STRATEGIES.

A Subaccount may at times seek to hedge against either a decline in the
value of its portfolio securities or an increase in the price of securities
which the Adviser plans to purchase through the writing and purchase of
options and the purchase or sale of future contracts and related options.
Expenses and losses incurred as a result of such hedging strategies will
reduce a Subaccount's current return.

The ability of a Subaccount to engage in the options and futures strategies
described below will depend on the availability of liquid markets in such
instruments. It is impossible to predict

- 20 -
<PAGE>

the amount of trading interest that may exist in various types of options or
futures. Therefore no assurance can be given that a Subaccount will be able to
utilize these instruments effectively for the purposes stated below.

Writing Covered Options on Securities. A Subaccount may write covered call
options and covered put options on optionable securities of the types in which
it is permitted to invest from time to time as the Adviser determines is
appropriate in seeking to attain the Subaccount's investment objective. Call
options written by a Subaccount give the holder the right to buy the
underlying security from the Subaccount at a started exercise price; put
options give the holder the right to sell the underlying security to the
Subaccount at a stated price.

A Subaccount may only write call options on a covered basis or for cross-
hedging purposes and will only write covered put options. A put option would
be considered "covered" if the Subaccount owns an option to sell the
underlying security subject to the option having an exercise price equal to or
greater than the exercise price of the "covered" option at all times while the
put option is outstanding. A call option is covered if the Subaccount owns or
has the right to acquire the underlying securities subject to the call option
(or comparable securities satisfying the cover requirements of securities
exchanges) at all times during the option period. A call option is for cross-
hedging purposes if it is not covered, but is designed to provide a hedge
against another security which the Subaccount owns or has the right to
acquire. In the case of a call written for cross-hedging purposes or a put
option, the Subaccount will maintain in a segregated account at the
Subaccount's custodian bank cash or short-term U.S. government securities with
a value equal to or greater than the Subaccount's obligation under the option.
A Subaccount may also write combinations of covered puts and covered calls on
the same underlying security.

A Subaccount will receive a premium from writing an option, which increases
the Subaccount's return in the event the option expires unexercised or is
terminated at a profit. The amount of the premium will reflect, among other
things, the relationship of the market price of the underlying security to the
exercise price of the option, the term of the option, and the volatility of
the market price of the underlying security. By writing a call option, a
Subaccount will limit its opportunity to profit from any increase in the
market value of the underlying security above the exercise price of the
option. By writing a put option, a Subaccount will assume the risk that it may
be required to purchase the underlying security for an exercise price higher
than its then current market price, resulting in a potential capital loss if
the purchase price exceeds the market price plus the amount of the premium
received.

A Subaccount may terminate an option which it has written prior to its
expiration by entering into a closing purchase transaction in which it
purchases an option having the same terms as the option written. The
Subaccount will realize a profit (or loss) from such transaction if the cost
of such transaction is less (or more) than the premium received from the
writing of the option. Because increases in the market price of a call option
will generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option may be
offset in whole or in part by unrealized appreciation of the underlying
security owned by the Subaccount.

Purchasing Put and Call Options on Securities. A Subaccount may purchase put
options to protect its portfolio holdings in an underlying security against a
decline in market value. This protection is provided during the life of the
put option since the Subaccount, as holder of the put, is able to sell the
underlying security at the exercise price regardless of any decline in the
underlying security's market price. For the purchase of a put option to be
profitable, the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and transaction
costs. By using put options in this manner, any profit which the

- 21 -
<PAGE>

Subaccount might otherwise have realized on the underlying security will be
reduced by the premium paid for the put option and by transaction costs.

A Subaccount may also purchase a call option to hedge against an increase in
price of a security that it intends to purchase. This protection is provided
during the life of the call option since the Subaccount, as holder of the
call, is able to buy the underlying security at the exercise price regardless
of any increase in the underlying security's market price. For the purchase of
a call option to be profitable, the market price of the underlying security
must rise sufficiently above the exercise price to cover the premium and
transaction costs. By using call options in this matter, any profit which the
Subaccount might have realized had it brought the underlying security at the
time it purchased the call option will be reduced by the premium paid for the
call option and by transaction costs.

No Subaccount intends to purchase put or call options if, as a result of any
such transaction, the aggregate cost of options held by the Subaccount at the
time of such transaction would exceed 5% of its total assets.

Limitations. A Subaccount will not purchase or sell futures contracts or
options on futures contracts for non-hedging purposes if, as a result, the sum
of the initial margin deposits on its existing futures contracts and related
options positions and premiums paid for options on futures contracts would
exceed 5% of the net assets of the Subaccount unless the transaction meets
certain "bona fide hedging" criteria.

Risks of Options and Futures Strategies. The effective use of options and
futures strategies depends, among other things, on a Subaccount's ability to
terminate options and futures positions at times when the Adviser deems it
desirable to do so. Although a Subaccount will not enter into an option or
futures position unless the Adviser believes that a liquid market exists for
such option or future, there can be no assurance that a Subaccount will be
able to effect closing transactions at any particular time or at an acceptable
price. The Adviser generally expects that options and futures transactions for
the Subaccounts will be conducted on recognized exchanges. In certain
instances, however, a Subaccount may purchase and sell options in the over-
the-counter market. The staff of the Securities and Exchange Commission
considers over-the-counter options to be illiquid. A Subaccount's ability to
terminate option positions established in the over-the-counter market may be
more limited than in the case of exchange traded options and may also involve
the risk that securities dealers participating in such transactions would fail
to meet their obligations to the Subaccount.

The use of options and futures involves the risk of imperfect correlation
between movements in options and futures prices and movements in the price of
the securities that are the subject of the hedge. The successful use of these
strategies also depends on the ability of the Subaccounts' Adviser to forecast
correctly interest rate movements and general stock market price movements.
The risk increases as the composition of the securities held by the Subaccount
diverges from the composition of the relevant option or futures contract.

SECURITIES LENDING

Each Target Subaccount may also lend Common Shares to broker-dealers and
financial institutions to realize additional income. As an operating policy,
the Target Subaccounts will not lend Common Shares or other assets, if as a
result, more than 33% of each Subaccount's total assets would be lent to other
parties. Under applicable regulatory requirements (which are subject to
change), the following conditions apply to securities loans: (a) the loan must
be continuously

- 22 -
<PAGE>

secured by liquid assets maintained on a current basis in an amount at least
equal to the market value of the securities loaned; (b) each Target Subaccount
must receive any dividends or interest paid by the issuer on such securities;
(c) each Target Subaccount must have the right to call the loan and obtain the
securities loaned at any time upon notice of not more than five business days,
including the right to call the loan to permit voting of the securities; and
(d) each Target Subaccount must receive either interest from the investment of
collateral or a fixed fee from the borrower.

Securities loaned by a Target Subaccount remain subject to fluctuations in
market value. A Target Subaccount may pay reasonable finders, custodian and
administrative fees in connection with a loan. Securities lending, as with
other extensions of credit, involves the risk that the borrower may default.
Although securities loans will be fully collateralized at all times, a Target
Subaccount may experience delays in, or be prevented from, recovering the
collateral. During the period that the Target Subaccount seeks to enforce its
rights against the borrower, the collateral and the securities loaned remain
subject to fluctuations in market value. The Target Subaccount do not have the
right to vote securities on loan, but would terminate the loan and regain the
right to vote if it were considered important with respect to the investment.
A Target Subaccounts may also incur expenses in enforcing its rights. If a
Target Subaccount has sold a loaned security, it may not be able to settle the
sale of the security and may incur potential liability to the buyer of the
security on loan for its costs to cover the purchase.

PART III

STATE REGULATION OF PFL

PFL is subject to the laws of Iowa governing insurance companies and to
regulation by the Iowa Division of Insurance. An annual statement in a
prescribed form is filed with the Division of Insurance each year covering the
operation of PFL for the preceding year and its financial condition as of the
end of such year. Regulation by the Division of Insurance includes periodic
examination to determine PFL's contract liabilities and reserves so that the
Division may determine the items are correct. PFL's books and accounts are
subject to review by the Division of Insurance at all times and a full
examination of its operations is conducted periodically by the National
Association of Insurance Commissioners. In addition, PFL is subject to
regulation under the insurance laws of other jurisdictions in which it may
operate.

ADMINISTRATION

PFL performs administrative services for the Policies. These services
include issuance of the Policies, maintenance of records concerning the
Policies, and certain valuation services.

RECORDS AND REPORTS

All records and accounts relating to the Mutual Fund Account and the Target
Account will be maintained by PFL. As presently required by the Investment
Company Act of 1940, as amended, and regulations promulgated thereunder, PFL
will mail to all Policy Owners at their last known address of record, at least
annually, reports containing such information as may be required under that
Act or by any other applicable law or regulation. Policy Owners will also
receive confirmation of each financial transaction and any other reports
required by law or regulation.

- 23 -
<PAGE>

DISTRIBUTION OF THE POLICIES

The Policies are offered to the public through brokers licensed under the
federal securities laws and state insurance laws. The offering of the Policies
is continuous and PFL does not anticipate discontinuing the offering of the
Policies. However, PFL reserves the right to discontinue the offering of the
Policies.

AEGON USA Securities, Inc., an affiliate of PFL, is the principal
underwriter of the Policies. AEGON USA Securities, Inc. has entered into
agreements with broker-dealers for the distribution of the Policies. During
1996, 1995, and 1994, the amount paid to AEGON USA Securities, Inc. and/or the
broker-dealers for their services was $3,124,677, $620,549, and $202,998,
respectively.

CUSTODY OF ASSETS

The assets of each of the Mutual Fund Subaccounts and the Target Subaccounts
are held by PFL. The assets of each of the Subaccounts are segregated and held
separate and apart from the assets of the other Subaccounts and from PFL's
general account assets. PFL maintains records of all purchases and redemptions
of shares of the Underlying Funds held by each of the Mutual Fund Subaccounts,
and of all purchases and sales of common stock held by each of the Target
Subaccounts. Additional protection for the assets of the Mutual Fund Account
and the Target Account is afforded by PFL's fidelity bond, presently in the
amount of $5,000,000, covering the acts of officers and employees of PFL.

LEGAL MATTERS

Legal advice relating to certain matters under the federal securities laws
applicable to the issue and sale of the Policies has been provided to PFL by
Sutherland, Asbill & Brennan LLP, of Washington D.C.

OTHER INFORMATION

A Registration Statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
Policies discussed in this Statement of Additional Information. Not all of the
information set forth in the Registration Statement, amendments and exhibits
thereto has been included in the Prospectus or this Statement of Additional
Information. Statements contained in the Prospectus and this Statement of
Additional Information concerning the content of the Policies and other legal
instruments are intended to be summaries. For a complete statement of the
terms of these documents, reference should be made to the instruments filed
with the Securities and Exchange Commission.

- 24 -
<PAGE>

FINANCIAL STATEMENTS

The values of your interest in the Mutual Fund Account or the Target Account
will be affected solely by the investment results of the selected
Subaccount(s). Financial Statements of The PFL Endeavor Platinum Variable
Annuity Account (which comprises a portion of the PFL Endeavor VA Separate
Account) are contained herein. The financial statements of PFL, which are
included in this Statement of Additional Information, should be considered
only as bearing on the ability of PFL to meet its obligations under the
Policies. They should not be considered as bearing on the investment
performance of the assets held in the Mutual Fund Account or the Target
Account.

There are no financial statements for the Target Account because as of the
date hereof it had not commenced operations and had no assets or liabilities.

INDEPENDENT AUDITORS

The Financial Statements of PFL as of December 31, 1996 and 1995, and for
each of the three years in the period ended December 31, 1996, and the
Financial Statements of The PFL Endeavor Platinum Variable Annuity Account
(which comprises a portion of the PFL Endeavor VA Separate Account) at
December 31, 1996 and for each of the two years in the period then ended,
included in this Statement of Additional Information have been audited by
Ernst & Young LLP, Independent Auditors, 801 Grand Avenue, Suite 3400, Des
Moines, Iowa 50309. Ernst & Young will also be the independent auditors for
the Target Account.

- 25 -
<PAGE>

PART C
------

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(a) Financial Statements:

All required financial statements are included in Part B of this
Registration Statement.

(b) Exhibits:
<S> <C>
(1) Resolution of the Board of Directors of PFL Life Insurance
Company authorizing the establishment of the Target
Account. (Note 7)

(2) Rules and Regulations of the Target Account. (Note 8)

(3)(a) Custodian Agreement between the Target Account and Boston
Safe Deposit and Trust Company (Note 8)

(3)(b) Not Applicable.

(4)(a) Management Agreement between the Target Account and
Endeavor Investment Advisers. (Note 8)

(4)(b) Investment Advisory Agreement between Endeavor Investment
Advisers and First Trust Advisers L.P. (Note 8)

(5)(a) Principal Underwriting Agreement by and between PFL Life
Insurance Company on its own behalf and on behalf of the
Target Account, and AEGON USA Securities, Inc. (Note 2)

(5)(b) Form of Broker-Dealer Supervision and Sales Agreement by
and between AEGON USA Securities, Inc. and the
Broker-Dealer. (Note 2)

(6)(a) Form of Policy for the Endeavor Platinum Variable Annuity.
(Note 3)

(6)(b) Amended pages to Form of Policy for Endeavor Platinum
Variable Annuity. (Note 4)

(6)(c) Form of Policy Endorsement (Death Benefits). (Note 5)

(6)(d) Form of Policy for the Endeavor Platinum Variable Annuity.
(Note 4)

(6)(e) Form of Policy Endorsement (Nursing Care). (Note 6)

</TABLE>
<PAGE>

<TABLE>
<S> <C>
(6)(f) Form of Policy Endorsement (Nike Securities). (Note 8)

(7) Form of Application for PFL Endeavor Platinum Variable
Annuity. (Note 6)

(8)(a) Articles of Incorporation of PFL Life Insurance Company.
(Note 1)

(8)(b) Bylaws of PFL Life Insurance Company. (Note 1)

(9) Not Applicable.

(10) Not Applicable.

(11)(a) Distribution Plan (Note 8).

(11)(b) Administrative Services Agreement with First Data
Investors Services Group (Note 8)

(12) Opinion and Consent of Counsel. (Note 8)

(13) Not Applicable.

(14) Not Applicable.

(15) [Agreements or Understandings made in consideration for
providing initial capital, or that purchases made for
investment purposes without present intention of
redeeming?]

(16) Not Applicable.

(17) Financial Data Schedules. (Note 8)
</TABLE>
- --------------------

Note 1. Filed with the initial filing of Form N-4 Registration Statement
(File No. 33-33085) on January 23, 1990 and incorporated herein
by reference.

Note 2. Filed with Post-Effective Amendment No. 5 to Form N-4
Registration Statement (File No. 33-33085) on April 30, 1993 and
incorporated herein by reference.

Note 3. Filed with Pre-Effective Amendment No. 1 to Form N-4 Registration
Statement (File No. 33-56908) on December 6, 1993.
<PAGE>

Note 4. Filed with Post-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 33-56908) on February 28, 1994.

Note 5. Filed with Post-Effective Amendment No. 5 to Form N-4
Registration Statement (File No. 33-56908) on April 27, 1995 and
incorporated herein by reference.

Note 6. Filed with Post-Effective Amendment No. 7 to Form N-4
Registration Statement (File No. 33-56908) on April 29, 1997 and
incorporated herein by reference.

Note 7. Filed herewith.

Note 8. To be filed by amendment.
<PAGE>

Item 29. Directors and Officers of the Insurance Company

- -------------------------------------------------------------------------------------------------------------------------
Name and Principal Business Positions and Offices with Positions and Offices with
Address Insurance Company Registrant
- ------- ----------------- ----------
<S> <C> <C>
William L. Busler Director, Chairman of the Board and
4333 Edgewood Road N.E. President
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Patrick S. Baird Director, Senior Vice President and Chief
4333 Edgewood Road N.E. Financial Officer
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Craig D. Vermie Director, Vice President, Secretary and
4333 Edgewood Road N.E. Corporate Counsel
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Douglas C. Kolsrud Director, Vice President and Corporate
4333 Edgewood Road N.E. Actuary
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Patrick E. Falconio Director, Senior Vice President and Chief
4333 Edgewood Road N.E. Investment Officer
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Robert J. Kontz Vice President and Controller
4333 Edgewood Road N.E.
Cedar Rapids, Iowa
52499-0001

- -------------------------------------------------------------------------------------------------------------------------
Brenda K. Clancy Vice President, Treasurer and Chief
4333 Edgewood Road N.E. Financial Officer
Cedar Rapids, Iowa
52499-0001
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

Item 30. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant

Incorporated by Reference to Item 26 of Post-Effective Amendment No. 7 to Form
N-4 Registration Statement (File No. 33-56908) filed on April 29, 1997.

Item 31. Number of Contract Owners

As of __________, 1997, there were ___ Owners of the Policies.

Item 32. Indemnification

The Iowa Code (Sections 490.850 et. seq.) provides for permissive
--- ----
indemnification in certain situations, mandatory indemnification in other
situations, and prohibits indemnification in certain situations. The Code also
specifies procedures for determining when indemnification payments can be made.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Depositor pursuant to the foregoing provisions, or otherwise, the
Depositor has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Depositor of expenses incurred or paid by a director, officer or controlling
person in connection with the securities being registered), the Depositor will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 33. Business and Other Connections of Investment Adviser

Manager - Endeavor Investment Advisers

The Manager is a registered investment adviser providing investment
management and administrative services to the Registrant.

The list required by this Item 33 of partners, officers and directors
of the Manager together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedule B
and D of Form ADV filed by the Manager pursuant to the Investment Advisers Act
of 1940 (SEC No. 801-41827).
<PAGE>

Advisers - First Trust Advisers L.P.

[ADD INFORMATION REGARDING FIRST TRUST ADVISERS L.P.]

Item 34. Principal Underwriters

AEGON USA Securities, Inc.
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499-0001

The directors and officers of AEGON USA Securities, Inc. are as follows:
- -----------------------------------------------------------------------------------------------------------------------
Positions and Offices with Positions and Offices with
Name Underwriter Registrant
- ---- ----------- ----------
<S> <C> <C>
Patrick E. Falconio Director

- -----------------------------------------------------------------------------------------------------------------------
William L. Busler Director

- -----------------------------------------------------------------------------------------------------------------------
Brenda K. Clancy Director

- -----------------------------------------------------------------------------------------------------------------------
Robert A. Thelen Senior Vice President

- -----------------------------------------------------------------------------------------------------------------------
Lorri E. Mehaffey President

Billy J. Berger Vice President and Assistant
Treasurer

- -----------------------------------------------------------------------------------------------------------------------
Lisa Wachendorf Vice President
- -----------------------------------------------------------------------------------------------------------------------
Linda Gilmer Vice President and Treasurer

- -----------------------------------------------------------------------------------------------------------------------
Donna M. Craft Vice President

- -----------------------------------------------------------------------------------------------------------------------
Frank A. Camp Secretary

- -----------------------------------------------------------------------------------------------------------------------
Shelley Davenport Assistant Vice President

- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
The principal business address of each person listed in AEGON USA Securities,
Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.
<PAGE>

AEGON USA Securities, Inc. also serves as the principal underwriter
for the PFL Endeavor Variable Annuity Account, the PFL Retirement Builder
Variable Annuity Account, and the AUSA Endeavor Variable Annuity Account. These
accounts are separate accounts of PFL Life Insurance Company or AUSA Life
Insurance Company, Inc. life insurance company affiliates of AEGON USA
Securities, Inc.

Commissions and Other Compensation Received by Principal Underwriter.
AEGON USA Securities, Inc. and/or the broker-dealers received $3,186,930 from
the Registrant during the last fiscal year for its services in distributing the
Policies. No other commission or compensation was received by he principal
underwriter, directly or indirectly, from the Registrant for distributing the
Policies during the fiscal year.

Item 35. Location of Accounts and Records

The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder,
are maintained by PFL Life Insurance Company at 4333 Edgewood Road, N.E., Cedar
Rapids, Iowa 52499-0001.

Item 36. Management Services

All management Contracts are discussed in Part A or Part B.

Item 37. Undertakings

(a) Registrant undertakes to file a post-effective amendment, using
financial statements of the Registrant which need not be certified, within four
to six months from the effective date of the Registrant's 1933 Act registration
statement.

(b) Registrant undertakes that it will file a post-effective amendment
to this registration statement as frequently as necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as Premiums under the Policy may be accepted.

(c) Registrant undertakes that it will include either (i) a postcard
or similar written communication affixed to or included in the Prospectus that
the applicant can remove to send for a Statement of Additional Information or
(ii) a space in the Policy application that an applicant can check to request a
Statement of Additional Information.

(d) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request to PFL at the address or phone
number listed in the Prospectus.
<PAGE>

(e) PFL Life Insurance Company hereby represents that the fees and
charges deducted under the policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by PFL Life Insurance Company.

Section 403 (b) Representations
- -------------------------------

PFL represents that it is relying on a no-action letter dated November
28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88),
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Policies,
and that paragraphs numbered (1) through (4) of that letter will be complied
with.
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the PFL Endeavor Target Account has duly caused this amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Corona Del Mar and State of California
on this 29th day of September 1997.

PFL ENDEAVOR TARGET ACCOUNT

By: /s/ James R. McInnis
----------------
James R. McInnis
President

PFL Life Insurance Company

By: /s/ William L. Busler
-----------------
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on N-3 has been signed below by the following persons in the
capacities and on the dates indicated. By so signing, each of the undersigned in
his capacity as an manager or officer, or both, as the case may be of the
Registrant, does hereby appoint Robert Hickey and David Leahy, and each of them,
severally, or if more than one acts, a majority of them, his true and lawful
attorney and agent to execute in his name, place and stead (in such capacity)
any and all amendments to the Registration Statement and any post-effective
amendments thereto and all instruments necessary or desirable in connection
therewith, to attest the seal of the Registrant thereon and to tile the same
with the Securities and Exchange Commission. Each of said attorneys and agents
shall have the power to act with or without the other and have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever necessary or
advisable to be done in the premises as fully and to all intents and purposes as
each of the undersigned might our could do in person, hereby ratifying and
approving the act of said attorneys and agents and each of them.

Signature Title Date
--------- ----- ----

/s/ Vincent J.McGuinness Manager September 29, 1997
- -------------------------------
Vincent J.McGuinness

/s/ Timothy A.Devine Manager September 29, 1997
- -------------------------------
Timothy A.Devine

/s/ Thomas J.Hawekotte Manager September 29, 1997
- -------------------------------
Thomas J.Hawekotte

<PAGE>

/s/ Steven L. Klosterman Manager September 29, 1997
- -------------------------------
Steven L.Klosterman

/s/ Halbert D. Linquist Manager September 29, 1997
- -------------------------------
Halbert D.Linquist

/s/ R. Daniel Olmstead, Jr. Manager September 29, 1997
- -------------------------------
R. Daniel Olmstead, Jr.

/s/ Michael J. Roland Chief Financial September 29, 1997
- ------------------------------- Officer
Michael J.Roland and Treasurer

/s/ Vincent J. McGuinness, Jr. Manager September 29, 1997
- -------------------------------
Vincent J.McGuinness, Jr.

/s/ Keith H. Wood Manager September 29, 1997
- -------------------------------
Keith H.Wood