<PAGE>
As filed with the Securities and Exchange
Commission on April 28, 1999
333-47027
---------
811-08377
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 2
-
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 9
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, Esquire
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
Title of Securities Being Registered:
Flexible Premium Variable Annuity Policies
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date.
It is proposed that this filing will become effective:
____________ immediately upon filing pursuant to paragraph (b) of Rule 485
X
____________ on May 1, 1999 pursuant to paragraph (b) of Rule 485
____________ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
____________ on ____________ pursuant to paragraph (a)(i) of Rule 485
____________ 75 days after filing pursuant to paragraph (a)(ii)
____________ on ____________ pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[_] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<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
----------------------------------------------------------
PART A
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<TABLE>
<CAPTION>
Item of Form N-3 Prospectus Caption
- ---------------- ------------------
<S> <C>
1. Cover Page....................................................... Cover Page
2. Table of Contents................................................ Table of Contents
3. Definitions...................................................... Glossary of Terms
4. Synopsis......................................................... Summary; Fee Table
5. Condensed Financial Information.................................. Financial Information
6. General Description of Registrant and Depositor
(a) Depositor.................................................... PFL Life Insurance Company
(b) Registrant................................................... The Mutual Fund Account - The Target Account
(c) Voting Rights................................................ Voting Rights
7. Management....................................................... The Mutual Fund Accounts; The Target Account
8. Deductions and Expenses
(a) General...................................................... Expenses
(b) Sales Load %................................................. Surrender Charge
(c) Special Purchase Plan........................................ N/A
(d) Commissions.................................................. Distributor of the Policies
(e) Expenses - Registrant........................................ N/A
(f) Subaccount Expenses.......................................... Portfolio Management Fees; The Target
Account Fees
(g) Organizational Expenses...................................... N/A
9. General Description of Variable Annuity Policies
(a) Persons with Rights.......................................... The Annuity Policy; Annuity Payments; Annuity
Payment Options; Ownership, Voting Rights
(b)(i) Allocation of Premium Payments............................. Allocation of Premium Payments
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(ii) Transfers................................................. Transfers
(iii) Exchanges................................................. N/A
(c) Changes.................................................... The Mutual Fund Account; Annuity Payment
Option; The Target Account; Policy Value;
Allocation of Premium Payments
(d) Inquiries.................................................. Summary
10. Annuity Period.................................................. Annuity Payment
11. Death Benefit................................................... Death Benefit
12. Purchase and Policy Value
(a) Purchases.................................................. Purchase
(b) Valuation.................................................. Policy Value; The Mutual Fund Account; The
Target Account
(c) Daily Calculation.......................................... The Mutual Fund Account Value; The Target
Account Value
(d) Underwriter................................................ Distributor of the Policies
13. Redemptions
(a) By Owners.................................................. Surrender Charges
By Annuitant............................................... N/A
(b) Texas ORP.................................................. Restrictions Under the Texas Optional
Retirement Program
(c) Check Delay................................................ Annuity Payments
(d) Lapse...................................................... N/A
(e) Free Look.................................................. Summary
14. Taxes........................................................... Taxes
15. Legal Proceedings............................................... Legal Proceedings
16. Table of Contents for the Statement of Additional
Information............................................ Table of Contents for the Statement of
Additional Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B
------
Statement of Additional
Item of Form N-3 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
(c) Management Policies........................................ The Manager
(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
</TABLE>
<PAGE>
PART C - OTHER INFORMATION
--------------------------
<TABLE>
<CAPTION>
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
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 Adviser......................................... Directors and Officers of the Insurance
Company; Business and Other Connections of the
Investment Adviser
36. Principal Underwriters.......................................... Principal Underwriters
37. Location of Accounts and Records................................ Location of Accounts and Records
38. Management Services............................................. Management Services
39. Undertakings.................................................... Undertakings
40. Signatures...................................................... Signatures
</TABLE>
<PAGE>
THE ENDEAVOR
VARIABLE ANNUITY
Issued Through
PFL ENDEAVOR VARIABLE ANNUITY
ACCOUNT
and
PFL ENDEAVOR TARGET ACCOUNT
by
PFL LIFE INSURANCE COMPANY
Prospectus
May 1, 1999
This prospectus and the mutual fund prospectuses give you important information
about the policies and the mutual funds. Please read them carefully before you
invest and keep them for future reference.
If you would like more information about The Endeavor Variable Annuity Policy,
you can obtain a free copy of the Statement of Additional Information (SAI)
dated May 1, 1999. Please call us at (800) 525-6205 or write us at: PFL Life
Insurance Company, Financial Markets Division, Variable Annuity Department, 4333
Edgewood Road N.E., Cedar Rapids, Iowa, 52499-0001. A registration statement,
including the SAI, has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference. Information about the separate
account and the target account can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a web site (http://www.sec.gov) that contains the prospectus,
the SAI, material incorporated by reference, and other information. The table of
contents of the SAI is included at the end of this prospectus.
Please note that the policies and the mutual funds:
. are not bank deposits
. are not federally insured
. are not endorsed by any bank or government agency
. are not guaranteed to achieve their goal
. are subject to risks, including loss of premium
The flexible premium deferred annuity policy has many investment choices. There
are two separate accounts: (1) a mutual fund account; and (2) a target account.
The mutual fund subaccounts and the target series subaccounts are listed below.
You bear the entire investment risk for all amounts you put in either separate
account. There is also a fixed account, which offers interest at rates that are
guaranteed by PFL Life Insurance Company (PFL). You can choose any combination
of these investment choices.
ENDEAVOR SERIES TRUST
Subadvised by Morgan Stanley Asset Management Inc.
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Subadvised by T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Subadvised by Rowe Price-Fleming International, Inc.
T. Rowe Price International Stock Portfolio
Subadvised by OpCap Advisors
Endeavor Value Equity Portfolio
Endeavor Opportunity Value
Subadvised by J.P. Morgan Investment Management Inc.
Endeavor Enhanced Index Portfolio
Subadvised by The Dreyfus Corporation
Dreyfus U.S. Government Securities Portfolio
Dreyfus Small Cap Value Portfolio
Subadvised by Montgomery Asset Management, LLC
Endeavor Select 50 Portfolio
Subadvised by Massachusetts Financial Services Company
Endeavor High Yield Portfolio
Subadvised by Janus Capital Corporation
Endeavor Janus Growth Portfolio
THE TARGET ACCOUNT
Subadvised by First Trust Advisors L.P.
The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (July Series)
The Dow(SM) Target 10 (January Series)
The Dow(SM) Target 5 (January Series)
The Securities and Exchange Commission has not approved or disapproved these
securities, or passed upon the adequacy of this prospectus. Any representation
to the contrary is a criminal offense.
<PAGE>
TABLE OF CONTENTS Page
GLOSSARY OF TERMS..............................
SUMMARY........................................
ANNUITY POLICY FEE TABLE.......................
EXAMPLES.......................................
1. THE ANNUITY POLICY........................
2. ANNUITY PAYMENTS
(THE INCOME PHASE)........................
Annuity Payment Options...................
3. PURCHASE..................................
Policy Issue Requirements.................
Premium Payments..........................
Initial Premium Requirements..............
Additional Premium Payments...............
Maximum Total Premium Payments............
Allocation of Premium Payments............
Policy Value..............................
4. INVESTMENT CHOICES........................
The Separate Accounts.....................
The Mutual Fund Account...................
The Target Account........................
The Fixed Account.........................
Transfers.................................
Family Income Protector...................
Dollar Cost Averaging Program.............
Asset Rebalancing.........................
Telephone Transactions....................
5. EXPENSES..................................
Surrender Charges.........................
Mortality and Expense Risk Fee............
Administrative Charges....................
Distribution Financing Charge.............
Premium Taxes.............................
Federal, State and Local Taxes............
Transfer Fee..............................
Family Income Protector...................
Portfolio Management Fees.................
Target Account Fees.......................
6. TAXES.....................................
Annuity Policies in General...............
Qualified and Nonqualified Policies.......
Withdrawals - Nonqualified Policies.......
Withdrawals - Qualified Policies..........
Withdrawals - 403(b) Policies.............
Tax Status of the Policy..................
Diversification and Distribution
Requirements..........................
Taxation of Death Benefit Proceeds.........
Annuity Payments...........................
Transfers, Assignments or Exchanges of
Policies...............................
Possible Tax Law Changes...................
7. ACCESS TO YOUR MONEY.......................
Surrenders.................................
Delay of Payment and Transfers.............
Excess Interest Adjustment.................
Systematic Payout Option...................
Nursing Care and Terminal Condition
Withdrawal Option......................
8. PERFORMANCE................................
The Mutual Fund Account....................
The Target Account.........................
9. DEATH BENEFIT..............................
When We Pay A Death Benefit................
When We Do Not Pay A Death Benefit.........
Amount of Death Benefit....................
Guaranteed Minimum Death Benefit...........
Adjusted Partial Withdrawal................
10. OTHER INFORMATION..........................
Ownership..................................
Assignment.................................
PFL Life Insurance Company.................
The Mutual Fund Account....................
The Target Account.........................
Mixed and Shared Funding...................
Reinstatements.............................
Voting Rights..............................
Distributor of the Policies................
Non-participating Policy...................
Variations in Policy Provisions............
Year 2000 Matters..........................
IMSA.......................................
Legal Proceedings..........................
Financial Statements.......................
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION..........................
APPENDIX A
Condensed Financial Information
The Mutual Fund Account....................
Condensed Financial Information
The Target Account.........................
APPENDIX B
Historical Performance Data
The Mutual Fund Account....................
Historical Performance Data
The Target Account.........................
APPENDIX C
Policy Variations...............................
2
<PAGE>
GLOSSARY OF TERMS
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.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
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 be any date at least thirty days after the policy date and 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. In no event will this date
be later than the last day of the month following the month in which the
annuitant attains age 95.
Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.
Cash Value--The policy value increased or decreased by an excess interest
adjustment, less the surrender charge, if any.
Distribution Financing Charge--A daily charge for the first seven policy years
equal to an effective annual rate of 0.15% of the mutual fund account's and the
target account's net assets. This charge is not deducted after the annuity
commencement date.
DJIA--The Dow Jones Industrial Average(SM). Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of American
industry.
Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon partial withdrawals, full surrenders, or transfers from the
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 can either decrease or increase
the amount to be received by the owner upon full surrender or commencement of
annuity payments, depending upon whether there has been an increase or decrease
in interest rates, respectively.
Fixed Account--One or more investment choices under the policy that are part of
the general assets of PFL and are not in the mutual fund account or the target
account.
Guaranteed Period Options--The various guaranteed interest rate periods of the
fixed account which may be offered by PFL and into which premium payments may be
paid or amounts transferred.
Initial Stock Selection Date--The date is June 30, 1998 for the July Series. The
date is December 31, 1998 for the January Series.
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
designated portfolios of the Endeavor Series Trust and such other mutual funds
as PFL may determine from time to time.
Mutual Fund Subaccount--A subdivision within the mutual fund account, the assets
of which are invested in a specified portfolio of the Endeavor Series Trust.
Owner or Owners--The person who may exercise all rights and privileges under the
policy. The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the information that we require to issue a policy.
Policy Value--On or before the annuity commencement date, the policy value is
equal to the owner's:
. premium payments; minus
. partial withdrawals (including any applicable excess interest adjustments
and/or surrender charges on such withdrawals); plus
. interest credited in the fixed account; plus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. service charges, premium taxes, and transfer fees, if any.
3
<PAGE>
Target Account--A separate account established and registered as a management
investment company under the 1940 Act to which premium payments under the
policies may be allocated.
Target Series Subaccount--A subdivision within the target account, the assets of
which are invested in common stocks selected according to a specified investment
strategy, with a specific stock selection date.
(Note: The Statement of Additional
Information contains a more
extensive Glossary.)
4
<PAGE>
SUMMARY
The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail. Words printed in italics in this prospectus
are defined in the Glossary.
1. THE ANNUITY POLICY
The Flexible Premium Variable Annuity Policy offered by PFL Life Insurance
Company (PFL, we, us or our) is a policy between you, as the owner, and PFL, an
insurance company. The policy provides a way to invest on a tax-deferred basis
in the following investment choices: thirteen subaccounts of the mutual fund
account, four subaccounts of the target account, and a fixed account of PFL. The
policy is intended to accumulate money for retirement or other long-term
investment purposes.
This policy offers seventeen subaccounts in both the mutual fund account and the
target account that are listed in Section 4. Each mutual fund subaccount invests
exclusively in shares of one of the portfolios of the Endeavor Series Trust.
Each target series subaccount invests directly in individual stocks according to
its specific investment strategy. The policy value may depend on the investment
experience of the selected subaccounts. Therefore, you bear the entire
investment risk with respect to all policy value in any subaccount. You could
lose the amount that you invest.
The fixed account offers an interest rate that is guaranteed by PFL. We
guarantee to return your investment with interest credited for all amounts
allocated to the fixed account.
You can transfer money between any of the investment choices. We reserve the
right to impose a $10 fee for each transfer in excess of 12 transfers per policy
year.
The policy, like all deferred annuity policies, has two phases: the
"accumulation phase" and the "income phase." During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
take them out of the policy. The income phase occurs when you begin receiving
regular payments from your policy. The money you can accumulate during the
accumulation phase will largely determine the income payments you receive during
the income phase.
2. ANNUITY PAYMENTS
(THE INCOME PHASE)
The policy allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options, variable payment options, or
a combination of both. If you select a variable payment option, the dollar
amount of your payments may go up or down.
3. PURCHASE
You can buy a nonqualified policy with $5,000 or more, and a qualified policy
with $1,000 or more, under most circumstances. You can add as little as $50 at
any time during the accumulation phase.
4. INVESTMENT CHOICES
You can allocate your premium payments to one or more of the investment choices
listed below.
The following thirteen mutual fund portfolios are described in the Endeavor
Series Trust prospectus:
SUBADVISED BY MORGAN STANLEY
ASSET MANAGEMENT INC.
Endeavor Asset Allocation
Endeavor Money Market
SUBADVISED BY T. ROWE PRICE ASSOCIATES, INC.
T. Rowe Price Equity Income
T. Rowe Price Growth Stock
SUBADVISED BY ROWE PRICE-FLEMING
INTERNATIONAL, INC.
T. Rowe Price International Stock
5
<PAGE>
SUBADVISED BY OPCAP ADVISORS
Endeavor Value Equity
Endeavor Opportunity Value
SUBADVISED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.
Endeavor Enhanced Index
SUBADVISED BY THE DREYFUS CORPORATION
Dreyfus U.S. Government Securities
Dreyfus Small Cap Value
SUBADVISED BY MONTGOMERY
ASSET MANAGEMENT, LLC
Endeavor Select 50
SUBADVISED BY MASSACHUSETTS
FINANCIAL SERVICES COMPANY
Endeavor High Yield
SUBADVISED BY JANUS CAPITAL CORPORATION
Endeavor Janus Growth Portfolio
The following four target series subaccounts are described later in this
prospectus:
SUBADVISED BY FIRST TRUST
ADVISORS L.P.
The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (July Series)
The Dow(SM) Target 10 (January Series)
The Dow(SM) Target 5 (January Series)
Depending upon their investment performance, you can make or lose money in any
of the mutual fund subaccounts or target series subaccounts.
You can also allocate your premium payments to the fixed account.
5. EXPENSES
No deductions are made from premium payments at the time you buy the policy so
that the full amount of each premium payment is invested in one or more of your
investment choices.
We may deduct a surrender charge of up to 7% of premium payments withdrawn
within seven years after the premium is paid. To calculate surrender charges, we
consider the premium you paid to come out before any earnings. Full surrenders,
partial withdrawals, and transfers from a guaranteed period option of the fixed
account may also be subject to an excess interest adjustment, which may increase
or decrease the amount you receive. This adjustment may also apply to amounts
applied to an annuity payment option from a guaranteed period option of the
fixed account.
We deduct daily mortality and expense risk fees and administrative charges of
1.25% to 1.40% per year from the assets in each mutual fund subaccount and
target series subaccount.
During the accumulation phase, we deduct an annual service charge of no more
than $35 from the policy value on each policy anniversary and at the time of
surrender. The charge is waived if either the policy value or the sum of all
premium payments, minus all partial withdrawals, is at least $50,000.
To help with the cost of distributing the policies, we also deduct a daily
distribution financing charge equal to an effective annual rate of 0.15%, during
the first seven years of the accumulation phase.
We will deduct state premium taxes, which currently range from 0% to 3.50%, upon
total surrender, payment of a death benefit, or when annuity payments begin.
If you elect the "family income protector" rider, then there is an annual fee
during the accumulation phase of 0.30% of the minimum annuitization value. If
you annuitize under the rider, then there is a stabilized payment fee at an
annual rate of 1.25% of the daily net asset value in the separate account.
The value of the net assets of the mutual fund subaccounts will reflect the
investment advisory fee and other expenses incurred by the underlying
portfolios. Those fees and expenses are detailed in the Endeavor Series Trust
prospectus that is attached to this prospectus. The value of the net assets of
the target series subaccounts will reflect the investment advisory
6
<PAGE>
fee and other expenses incurred by the manager in operating each target series
subaccount.
6. TAXES
Your earnings, if any, are not taxed until you take them out. If you take money
out during the accumulation phase, earnings come out first for federal tax
purposes, and are taxed as income. If you are younger than 59 1/2 when you
take money out, you may be charged a 10% federal penalty tax on the earnings.
Payments during the income phase may be considered partly a return of your
original investment so that part of each payment would not be taxable as income.
7. ACCESS TO YOUR MONEY
You can take out $500 or more anytime during the accumulation phase. After one
year, you may take out up to 10% of the policy value free of surrender charges
or excess interest adjustments once each year. Amounts withdrawn in the first
year, or in excess of 10% of the policy value thereafter, may be subject to a
surrender charge and/or excess interest adjustment. You may also have to pay
income tax and a tax penalty on any money you take out.
8. PERFORMANCE
The value of the policy will vary up or down depending upon the investment
performance of the mutual fund subaccounts or target series subaccounts you
choose. We provide performance information in Appendix B and in the Statement of
Additional Information. This data is not intended to indicate future
performance.
9. DEATH BENEFIT
If you are both the owner and the annuitant and you die before the income phase
begins, then your beneficiary will receive a death benefit.
Naming different persons as owner and annuitant can affect whether the death
benefit is payable and to whom amounts will be paid. Use care when naming
owners, annuitants and beneficiaries, and consult your agent if you have
questions.
You generally may choose one of the following guaranteed minimum death benefits
. 5% Annually Compounding
. Double Enhanced
. Return of Premium
These choices are restricted for annuitants and owners over age 74.
10. OTHER INFORMATION
Right to Cancel Period. You may return your policy for a refund. The amount of
time you have to return the policy will depend on the state where the policy was
issued. It is generally only 10 days. The amount of the refund will generally be
the policy value. We will pay the refund within 7 days after we receive written
notice of cancellation and the returned policy. The policy will then be deemed
void. In some states you may have more than 10 days to return a policy, or
receive a refund of more (or less) than the policy value.
No Probate. Usually when you die the person you choose as your beneficiary will
receive the death benefit under this policy without going through probate. State
laws vary on how the amount that may be paid is treated for estate tax purposes.
Who should purchase the Policy? This policy is designed for people seeking
long-term tax-deferred accumulation of assets, generally for retirement or other
long-term purposes; and for persons who have maximized their use of other
retirement savings methods, such as 401(k) plans and individual retirement
accounts. The tax-deferred feature is most attractive to people in high federal
and state tax brackets. You should not buy this policy if you are looking for a
short-term investment or if you cannot take the risk of losing money that you
put in.
Financial Statements. Financial Statements for PFL, the mutual fund subaccounts,
and the target
7
<PAGE>
series subaccounts are in the Statement of Additional Information.
Additional Features. This policy has additional features that might interest
you. These include the following:
. You can arrange to have money automatically sent to you monthly, quarterly,
semi-annually or annually while your policy is in the accumulation phase.
This feature is referred to as the "systematic payout option." Amounts you
receive may be included in your gross income, and in certain circumstances,
may be subject to penalty taxes.
. You can arrange to have a certain amount of money automatically transferred
from the fixed account, either monthly or quarterly, into your choice of
mutual fund subaccounts or target series subaccounts. This feature is
called "dollar cost averaging."
. You can elect an optional rider that guarantees you a minimum annuitization
value. This feature is called the "family income protector."
. We will, upon your request, automatically transfer amounts among the mutual
fund subaccounts or target series subaccounts on a regular basis to
maintain a desired allocation of the policy value among the various mutual
fund subaccounts or target series subaccounts. This feature is called
"asset rebalancing."
. Under certain medically related circumstances, we will allow you to
surrender or partially withdraw your policy value without a surrender
charge and excess interest adjustment. This feature is called the "nursing
care and terminal condition withdrawal option."
. You may make transfers and/or change the allocation of additional premium
payments by telephone.
The dollar cost averaging and asset rebalancing features are inconsistent with
the target series subaccounts' investment strategy.
These features are not available in all states and may not be suitable for your
particular situation.
Inquiries
If you need more information, please contact us at:
Administrative and Service Office
Financial Markets Division
Variable Annuity Department
PFL Life Insurance Company
4333 Edgewood Road N.E.
P.O. Box 3183
Cedar Rapids, IA 52406-3183
8
<PAGE>
<TABLE>
<CAPTION>
==============================================================================================================
ANNUITY POLICY FEE TABLE
==============================================================================================================
Separate Account Annual Expenses
Policy Owner Transaction Expenses (as a percentage of average account value)
- ------------------------------------------------------- ------------------------------------------------------
<S> <C> <C> <C>
Sales Load On Purchase Payments............ 0 Mortality and Expense Risk Fee(4)........... 1.25%
Maximum Surrender Charge Administrative Charge....................... 0.15%
(as a % of Premium Payments Distribution Financing Charge............... 0.15%
Surrendered) (1)(2)................... 7% -------
Surrender Fees ............................ 0 TOTAL SEPARATE ACCOUNT
Annual Service Charge (1)........ $35 Per Policy ANNUAL EXPENSES............................. 1.55%
Transfer Fee (1)................ Currently No Fee
Family Income Protector (optional) (3)
Rider Fee........................... 0.30%
==============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Portfolio Annual Expenses (5)
(as a percentage of average net assets and after expense reimbursements)
==============================================================================================================
Total Total
Rule Portfolio Account
Management Other 12b-1 Annual and
Fees Expenses Fees (6) Expenses Portfolio
(7) Expenses
- ------------------------------------------------------------ ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Endeavor Asset Allocation .................... 0.75% 0.03% 0.02% 0.80% 2.35%
Endeavor Money Market ........................ 0.50% 0.10% -- 0.60% 2.15%
T. Rowe Price Equity Income .................. 0.80% 0.05% -- 0.85% 2.40%
T. Rowe Price Growth Stock ................... 0.80% 0.07% -- 0.87% 2.42%
T. Rowe Price International Stock (8) ........ 0.90% 0.08% -- 0.98% 2.53%
Endeavor Value Equity ........................ 0.80% 0.04% 0.01% 0.85% 2.40%
Endeavor Opportunity Value (9) ............... 0.80% 0.18% 0.01% 0.99% 2.54%
Endeavor Enhanced Index ...................... 0.75% 0.35% -- 1.10% 2.65%
Dreyfus U.S. Government Securities (10) ...... 0.60% 0.12% -- 0.72% 2.27%
Dreyfus Small Cap Value ...................... 0.80% 0.06% 0.08% 0.94% 2.49%
Endeavor Select 50 (11) ...................... 1.10% 0.39% -- 1.49% 3.04%
Endeavor High Yield (12) ..................... 0.775 0.525 -- 1.30% 2.85%
Endeavor Janus Growth (13) ................... 0.775 0.095 -- 0.87% 2.42%
The Dow(SM) Target 10 (July) (14)(15)(16) ... 0.75% 0.55% -- 1.30% 2.85%
The Dow(SM) Target 5 (July) (14)(15)(16) .... 0.75% 0.55% -- 1.30% 2.85%
The Dow(SM) Target 10 (January) (14)(15)(16) . 0.75% 0.55% -- 1.30% 2.85%
The Dow(SM) Target 5 (January) (14)(15)(16) .. 0.75% 0.55% -- 1.30% 2.85%
- --------------------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
(1) The surrender charge and transfer fee, if any is imposed, apply to each
policy, regardless of how policy value is allocated among the mutual fund
account, the target account and the fixed account. The service charge
applies to the fixed account, the mutual fund account, and the target
account, and is assessed on a pro rata 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. There is no fee for the first 12
transfers per year. For additional transfers, PFL may charge a fee of $10
per transfer, but currently does not charge for any transfers.
(2) The surrender charge is decreased based on the number of years since the
premium payment was made, from 7% in the year in which the premium payment
was made, to 0% in the eighth year after the premium payment was made. If
applicable a surrender charge will only be applied to withdrawals that
exceed the amount available under certain listed exceptions.
(3) The annual rider fee is currently equal to 0.30% of the minimum
annuitization value on the previous policy anniversary; PFL may at its
discretion change the rate in the future, but the rate will never be greater
than 0.50% per year. The stabilized payment fee is only charged if you
annuitize under the family income protector rider, and then only after
annuitization. This fee is reflected in the amount of the variable payments.
The stabilized payment fee is currently equal to an effective annual rate of
1.25% of the daily net asset value in the variable investment options; PFL
may at its discretion change the rate in the future, but the rate will never
be greater than 2.25% per year. Once the family income protector rider is
added to your policy, neither the rider fee nor the stabilized payment fee
that is in effect at that time will change during the life of that family
income protector rider.
(4) Mortality and expense risk fees shown (1.25%) include the "5% Annually
Compounding Death Benefit" and the "Double Enhanced Death Benefit." This
reflects a fee that is 0.15% per year higher than the 1.10% corresponding
fee for the Return of Premium Death Benefit.
(5) The fee table information relating to the Endeavor Series Trust was provided
to PFL by Endeavor Management Co., and PFL has not independently verified
such information. Actual future expenses of the portfolios may be greater or
less than those shown in the Table.
(6) The Board of Trustees of Endeavor Series Trust has authorized an arrangement
whereby, subject to best price and execution, executing brokers will share
commissions with the Trust's affiliated broker. Under supervision of the
Trustees, the affiliated broker will use the "recaptured commission" to
promote marketing of the Trust's shares. The staff of the Securities and
Exchange Commission believes that, through the use of these recaptured
commissions, the Trust is indirectly paying for distribution expenses and
such amounts must be shown as 12b-1 fees in the above table. The use of
recaptured commissions to promote the sale of the Trust's shares involves no
additional costs to the Trust or any Owner. Endeavor Series Trust, based on
advice of counsel, does not believe that recaptured brokerage commissions
should be treated as 12b-1 fees. For more information on the Trust's
Brokerage Enhancement Plan, see the Trust's prospectus accompanying this
Prospectus.
(7) Endeavor Management Co. has agreed, until further notice, to assume expenses
of the portfolios that exceed the following rates: Endeavor Money
Market--0.99%; Endeavor Asset Allocation--1.25%; T. Rowe Price International
Stock--1.53%; Endeavor 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%; Endeavor Opportunity
Value--1.30%; Endeavor Enhanced Index--1.30%; Endeavor Select 50--1.50%;
Endeavor High Yield--1.30%. Endeavor Management Co. has agreed for a period
of at least one year to assume the expenses of
10
<PAGE>
the Endeavor Janus Growth Portfolio that exceed 0.87%. Expenses shown for
the Endeavor Janus Growth Portfolio are estimated for 1999. Expenses shown
for the Endeavor Select 50 and Endeavor High Yield Portfolios are
annualized.
(8) Total Portfolio Annual Expenses for the T. Rowe Price International Stock
Portfolio before credits allowed by the custodian for the period ended
December 31, 1998 were 1.10%.
(9) Total Portfolio Annual Expenses for the Endeavor Opportunity Value
Portfolio before waivers/reimbursement and credits allowed by the custodian
for the period ended December 31, 1998 were 1.00%.
(10) Total Portfolio Annual Expenses for the Dreyfus U.S. Government Securities
Portfolio before waiver/reimbursements and credits allowed by the custodian
for the period ended December 31, 1998 were 0.73%.
(11) Total Portfolio Annual Expenses for the Endeavor Select 50 Portfolio before
waivers/reimbursement and credit allowed by the custodian for the period
ended December 31, 1998 were 1.55% annualized.
(12) Total Portfolio Annual Expenses for the Endeavor High Yield Portfolio
before waivers/reimbursement and credits allowed to the custodian for the
period ended December 31, 1998 were 1.58% annualized.
(13) The Endeavor Janus Growth Portfolio is new, so the Total Portfolio Annual
Expenses before waivers/reimbursement for the period ending December 31,
1999 are estimated to be 0.895%.
(14) For the target account, the distribution financing charge included under
"Total Separate Account Annual Expenses" in this table is deducted pursuant
to a 12b-1 plan.
(15) The manager is paid a fee of 0.75% of the average daily net assets of each
target series subaccount. For its services to the target account, the
manager pays the adviser a fee equal to 0.35% of the average daily net
assets of each target series subaccount.
(16) In addition to the management fees, the target account pays all expenses
not assumed by the manager. The manager has agreed to limit each target
series subaccount's management fee and operating expenses during its first
year of operations to an annual rate of 1.30% of the target series
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.) (See the Statement of
Additional Information for more details.) Without this limitation, the
management fees and operating expenses for the 5% Annually Compounding and
Double Enhanced Death Benefits are expected to be 1.77% for The Dow(SM)
Target 10 and 1.65% for The Dow(SM) Target 5. Without this limitation, the
management fees and operating expenses for the Return of Premium Death
Benefit are expected to be 1.71% for The Dow(SM) Target 10 and 1.56% for
The Dow(SM) Target 5.
11
<PAGE>
EXAMPLES
You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, assuming the entire policy value is in
the applicable mutual fund subaccount or target series subaccount, and assuming
the family income protector rider has been selected:
The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Return of Premium Death Benefit
B = 5 % Annually Compounding Death Benefit or the Double Enhanced Death
Benefit
<TABLE>
<CAPTION>
============================================================================================================
If the Policy is annuitized at
If the Policy is surrendered the end of the applicable time
at the end of the applicable period or if the Policy is not
time period. surrendered or annuitized.
----------------------------------------------------------------------
Subaccounts 1 3 5 10 1 3 5 10
Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Endeavor Asset Allocation A $96 $133 $179 $282 $26 $79 $135 $282
B $97 $137 $187 $297 $27 $84 $142 $297
Endeavor Money Market A $94 $127 $169 $262 $24 $73 $125 $262
B $95 $131 $177 $277 $25 $78 $132 $277
T. Rowe Price Equity Income A $96 $134 $182 $287 $26 $81 $137 $287
B $98 $139 $189 $302 $28 $85 $145 $302
T. Rowe Price Growth Stock A $96 $135 $183 $289 $26 $81 $138 $289
B $98 $139 $190 $304 $28 $86 $146 $304
T. Rowe Price International A $98 $138 $188 $300 $28 $84 $144 $300
Stock B $99 $142 $196 $314 $29 $89 $151 $314
Endeavor Value Equity A $96 $134 $182 $287 $26 $81 $137 $287
B $98 $139 $189 $302 $28 $85 $145 $302
Endeavor Opportunity Value A $98 $138 $189 $301 $28 $85 $144 $301
B $99 $143 $196 $315 $29 $89 $152 $315
Endeavor Enhanced Index A $99 $142 $194 $311 $29 $88 $150 $311
B $100 $146 $202 $326 $30 $92 $157 $326
Dreyfus U.S. Government A $95 $130 $175 $274 $25 $77 $131 $274
Securities B $96 $135 $183 $289 $26 $81 $138 $289
Dreyfus Small Cap Value A $97 $137 $186 $296 $27 $83 $142 $296
B $99 $141 $194 $310 $29 $88 $149 $310
Endeavor Select 50 A $103 $153 $213 $348 $33 $99 $169 $348
B $104 $158 $220 $362 $34 $104 $176 $362
Endeavor High Yield A $101 $148 $204 $330 $31 $94 $160 $330
B $102 $152 $211 $344 $32 $98 $167 $344
Endeavor Janus Growth A $96 $135 $183 $289 $26 $81 $138 $289
B $98 $139 $190 $304 $28 $86 $146 $304
The Dow(SM) Target 10 A $101 $148 $204 $330 $31 $94 $160 $330
(July Series) B $102 $152 $211 $344 $32 $98 $167 $344
The Dow(SM) Target 5 A $101 $148 $204 $330 $31 $94 $160 $330
(July Series) B $102 $152 $211 $344 $32 $98 $167 $344
The Dow(SM) Target 10 A $101 $148 $204 $330 $31 $94 $160 $330
(January Series) B $102 $152 $211 $344 $32 $98 $167 $344
The Dow(SM) Target 5 A $101 $148 $204 $330 $31 $94 $160 $330
(January Series) B $102 $152 $211 $344 $32 $98 $167 $344
============================================================================================================
</TABLE>
12
<PAGE>
The above tables will assist you in understanding the costs and expenses that
you will bear, directly or indirectly. These include the 1998 expenses of the
underlying portfolios, except for Endeavor Janus Growth (whose expenses listed
above are estimates for the first full year of operations). 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 is hypothetical and should not be considered a
representation of past or future annual returns, which may be greater or less
than the assumed rate.
In the examples, the $35 annual service charge is reflected as a charge of
0.0380% based on average policy value of $92,119.
These examples also reflect the annual fee of 0.30% for the family income
protector rider. Expenses would be lower if you do not elect that rider.
Financial Information. Condensed financial information for the mutual fund
subaccounts and target series subaccounts are in Appendix A to this prospectus.
13
<PAGE>
1. THE ANNUITY POLICY
This prospectus describes The Endeavor Variable Annuity Policy offered by PFL
Life Insurance Company.
An annuity is a policy between you, the owner, and an insurance company (in this
case PFL), where the insurance company promises to pay you an income in the form
of annuity payments. These payments begin on a designated date, referred to as
the annuity commencement date. Until the annuity commencement date, your annuity
is in the accumulation phase and the earnings are tax deferred. Tax deferral
means you generally are not taxed on your annuity until you take money out of
your annuity. After the annuity commencement date, your annuity switches to the
income phase.
The policy is a flexible premium variable annuity. You can use the policy to
accumulate funds for retirement or other long-term financial planning purposes.
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. But you are not required to make any additional
investments.
The policy is a "variable" annuity because the value of your investments can go
up or down based on the performance of your investment choices. If you select
the variable annuity portion of the policy, the amount of money you are able to
accumulate in your policy during the accumulation phase depends upon the
performance of your investment choices. The amount of annuity payments you
receive during the income phase from the variable annuity portion of your policy
also depends upon the investment performance of your investment choices for the
income phase.
The policy also contains a fixed account. The fixed account offers interest at
rates that are guaranteed by PFL not to decrease during the selected guaranteed
period. There may be different interest rates for each different guaranteed
period that you select.
2. ANNUITY PAYMENTS
(THE INCOME PHASE)
You choose the annuity commencement date. You can change this date by giving us
30 days written notice before the current annuity commencement date. The new
annuity commencement date must be at least 30 days after we receive the change.
The latest annuity commencement date cannot be after the policy month following
the month in which the annuitant attains age 95.
Election of Annuity Payment Option. Before the annuity commencement date, if the
annuitant is alive, you may choose an annuity payment option or change your
election. If the annuitant dies before the annuity commencement date, the
beneficiary may elect to receive the death benefit in a lump sum or under one of
the annuity payment options.
Unless you specify otherwise, the annuitant will receive the annuity payments.
After the annuitant's death, the beneficiary will receive any remaining
guaranteed payments.
Annuity Payment Options
The policy provides five annuity payment options that are described below. You
may chose any combination of annuity payment options. We will use your "adjusted
policy value" to provide these annuity payments. The adjusted policy value is
the policy value increased or decreased by any applicable excess interest
adjustment. If the adjusted 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. You can receive annuity payments
monthly, quarterly, semi-annually, or annually.
Unless you choose to receive variable payments under annuity payment options 3
or 5, the amount
14
<PAGE>
of each payment will be set on the annuity commencement date and will not
change. You may, however, choose to receive variable payments under payment
options 3 and 5. The dollar amount of the first variable payment will be
determined in accordance with the annuity payment rates set forth in the
applicable table contained in the policy. The dollar amount of additional
variable payments will vary based on the investment performance of the mutual
fund subaccount(s) and/or target series subaccount(s). The dollar amount of each
variable payment after the first may increase, decrease, or remain constant. 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 variable annuity payments would increase. Conversely, if
actual investment performance is lower than the assumed investment return, the
amount of the variable annuity payments would decrease.
A charge for premium taxes and an excess interest adjustment may be made when
annuity payments begin.
The annuity payment options are explained below. Options 1, 2, and 4 are fixed
only. Options 3 and 5 can be fixed or variable.
Payment Option 1--Interest Payments. We will pay the interest on the amount we
use to provide annuity payments in equal payments, or this amount may be left to
accumulate for a period of time you and PFL agree to. You and PFL will agree on
withdrawal rights when you elect this option.
Payment Option 2--Income for a Specified Period. We will make level payments
only for the fixed period you choose. No funds will remain at the end.
Payment Option 3--Life Income. You may choose between:
Fixed Payments
. No Period Certain--We will make level payments only during the annuitant's
lifetime.
. 10 Years Certain--We will make level payments for the longer of the
annuitant's lifetime or ten years.
. Guaranteed Return of Policy Proceeds--We will make level payments for the
longer of the annuitant's lifetime or until the total dollar amount of
payments we made to you equals the amount applied to this option.
Variable Payments
. No Period Certain--Payments will be made only during the lifetime of the
annuitant.
. 10 Years Certain--Payments will be made for the longer of the annuitant's
lifetime or ten years.
Payment Option 4--Income of a Specified Amount. Payments are made for any
specified amount until the amount applied to this option, with interest, is
exhausted. This will be a series of level payments followed by a smaller final
payment.
Payment Option 5--Joint and Survivor Annuity.
You may choose between:
Fixed Payments
. Payments are made during the joint lifetime of the payee and a joint payee
of your selection. Payments will be made as long as either person is
living.
Variable Payments
. Payments are made as long as either the payee or the joint payee is living.
Other annuity payment options may be arranged by agreement with PFL. Certain
annuity payment options may not be available in all states.
NOTE CAREFULLY:
IF:
. you choose Life Income with No Period Certain or a Joint and Survivor
Annuity; and
15
<PAGE>
. the annuitant(s) dies before the due date of the second annuity payment;
THEN:
. we may make only one annuity payment.
IF:
. you choose Income for a Specified Period, Life Income with 10 years
Certain, Life Income with Guaranteed Return of Policy Proceeds, or Income
of a Specified Amount; and
. the person receiving payments dies prior to the end of the guaranteed
period;
THEN:
. the remaining guaranteed payments will be continued to that person's
beneficiary, or their present value may be paid in a single sum.
We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the payee's address of record. The payee is responsible to keep PFL informed of
the payee's current address of record.
3. PURCHASE
Policy Issue Requirements
PFL will issue a policy IF:
. PFL receives all information needed to issue the policy;
. PFL receives a minimum initial premium payment; and
. You (annuitant and any joint owner) are age 84 or younger.
Premium Payments
You should make checks for premium payments payable only to PFL Life Insurance
Company and send them to the administrative and service office. Your check must
be honored in order for PFL to pay any associated payments and benefits due
under the policy.
Initial Premium Requirements
The initial premium payment for nonqualified policies must be at least $5,000,
and at least $1,000 for qualified policies. There is no minimum initial premium
payment for policies issued under section 403(b) of the Internal Revenue Code;
however, your premium must be received within 90 days of the policy date or your
policy will be canceled. We will credit your initial premium payment to your
policy within two business days after the day we receive it and your complete
policy information. If we are unable to credit your initial premium payment, we
will contact you within five business days and explain why. We will also return
your initial premium payment at that time unless you tell us to keep it and
credit it as soon as possible.
The date on which we credit your initial premium payment to your policy is the
policy date. The policy date is used to determine policy years, policy months
and policy anniversaries.
Additional Premium Payments
You are not required to make any additional premium payments. However, you can
make additional premium payments as often as you like during the lifetime of the
annuitant and during the accumulation phase. Additional premium payments must be
at least $50. We will credit additional premium payments to your policy as of
the business day we receive your premium and required information.
Maximum Total Premium Payments
We allow premium payments up to a total of $1,000,000 without prior approval.
Allocation of Premium Payments
When you purchase a policy, we will allocate your premium payment to the
investment choices you select. Your allocation must be in whole percentages and
must total 100%. We will allocate additional premium payments the same way,
unless you request a different allocation.
16
<PAGE>
If you allocate premium payments to the dollar cost averaging fixed account, you
must give us directions regarding the mutual fund subaccount(s) and/or target
series subaccount(s) to which transfers are to be made or we cannot accept your
premium payment.
You may change allocations for future additional premium payments by sending us
written instructions or by telephone, subject to the limitations described under
"Telephone Transactions." The allocation change will apply to premium payments
received after the date we receive the change request.
Policy Value
You should expect your policy value to change from valuation period to valuation
period. A valuation period begins at the close of trading on the New York Stock
Exchange on each business day and ends at the close of trading on the next
succeeding business day. A business day is each day that the New York Stock
Exchange is open. The New York Stock Exchange generally closes at 4:00 p.m.
eastern time. Holidays are generally not business days.
4. INVESTMENT CHOICES
The Separate Accounts
There are currently seventeen variable subaccounts available under the policies.
There are thirteen subaccounts of the mutual fund account (which is a portion of
the PFL Endeavor VA Separate Account) and four subaccounts of the target account
(the PFL Endeavor Target Account).
The Mutual Fund Account
The mutual fund subaccounts invest in shares of the various portfolios of the
Endeavor Series Trust. The companies that provide investment advice and
administrative services for the underlying portfolios offered through this
policy are listed below. The following mutual fund investment choices are
currently offered through this policy:
Subadvised by Morgan Stanley
Asset Management Inc.
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Subadvised by T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Subadvised by Rowe Price-Fleming
International, Inc.
T. Rowe Price International Stock Portfolio
Subadvised by OpCap Advisors
Endeavor Value Equity Portfolio
Endeavor Opportunity Value Portfolio
Subadvised by J.P. Morgan Investment
Management Inc.
Endeavor Enhanced Index Portfolio
Subadvised by The Dreyfus Corporation
Dreyfus U.S. Government Securities
Portfolio
Dreyfus Small Cap Value Portfolio
Subadvised by Montgomery Asset
Management, LLC
Endeavor Select 50 Portfolio
Subadvised by Massachusetts Financial
Services Company
Endeavor High Yield Portfolio
Subadvised by Janus Capital Corporation
Endeavor Janus Growth Portfolio
The general public may not purchase shares of these underlying portfolios. The
investment objectives and policies may be similar to other portfolios and mutual
funds managed by the same investment adviser or manager that are sold directly
to the public. You should not expect that the investment results of the other
portfolios and mutual funds would be the same as those of the underlying funds.
More detailed information, including an explanation of the portfolio's
investment objectives, may be found in the current prospectus for the Endeavor
Series Trust, which is attached to this prospectus. You should read the
prospectus for the Endeavor Series Trust carefully before you invest.
We may receive expense reimbursements or other revenues from the Endeavor Series
Trust or its manager. The amount of these
17
<PAGE>
reimbursements or revenues, if any, may be based on the amount of assets that
PFL or the mutual fund account invests in the underlying portfolios.
The Target Account
This section gives information on the target account, including the management
and investment strategies, and policies. The following target account investment
choices are currently offered through this policy:
THE TARGET ACCOUNT
Subadvised by First Trust Advisors, L.P.
The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (July Series)
The Dow(SM) Target 10 (January Series)
The Dow(SM) Target 5 (January Series)
General. The target account is a managed separate account and is currently
divided into four target series subaccounts. Each Series is a separate
subaccount, so there are currently two Target 10 subaccounts (January and July
Series) and two Target 5 subaccounts (January and July Series). Additional
target series subaccounts may be established in the future at the discretion of
PFL. Each target series 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 target series subaccount
of the target account, whether or not realized, are credited to or charged
against that target series subaccount without regard to other income, gains or
losses of any other account or subaccount of PFL. Each target series subaccount
operates as a separate investment fund. Therefore, the investment performance of
any target series subaccount should be entirely independent of the investment
performance of PFL's general account assets or any other account or subaccount
maintained by PFL.
Management of the Target Account. The investments and administration of each
managed target series subaccount are under the direction of a Board of Managers.
The Board of Managers for each target series 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 target series subaccounts.
Endeavor Management Co., an investment adviser registered with the SEC under the
Investment Advisers Act of 1940, is the target account's manager. The manager
performs administerial and managerial functions for the target account. First
Trust Advisors L.P., an Illinois limited partnership formed in 1991 and an
investment adviser registered with the SEC under the Investment Advisers Act of
1940, is the target account's investment adviser. The adviser is responsible for
selecting the investments of each target series subaccount consistent with the
investment objectives and policies of that target series subaccount, and will
conduct securities trading for the target series subaccount.
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. Each of the Dow(SM) Target 10 Subaccounts will invest in
the common stock of the ten companies in the DJIA that have the highest dividend
yield as of a specified business day and hold those stocks for the following 12-
month period.
Each of the Dow(SM) Target 5 Subaccounts 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
18
<PAGE>
dividend yield as of a specified business day and hold those stocks for the
following 12-month period.
The objective of each target series subaccount is to provide an above-average
total return through a combination of dividend income and capital appreciation.
Each target series subaccount will function in a similar manner. Each target
series subaccount will initially invest in substantially equal amounts in the
common stock of the companies described above for each target series subaccount
(as held in a target series subaccount, such common stock is referred to as the
common shares) determined as of the initial stock selection date.
Each target series subaccount may have different investment series running
simultaneously for different 12-month periods. For example, within The Dow(SM)
Target 10 Subaccount there may be more than one series, each with a different
initial stock selection date. At the initial stock selection date, a percentage
relationship among the number of common shares in a series will be established.
When additional funds are deposited into the series, 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 series will likewise attempt to
replicate the percentage relationship of common shares. The percentage
relationship among the number of common shares in the series 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 series will fluctuate
during the year, above and below the proportion established on a stock selection
date.
As of the annual stock selection date, a new percentage relationship will be
established among the number of common shares described below for each series on
such date. Common shares may be sold or new equity securities bought each year
so that the series is equally invested in the common stock of each company
meeting the series' investment criteria. Thus the series 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 adviser may depart from the
specified strategy to meet tax diversification requirements. (See Section 6,
"TAXES - Diversification and Distribution Requirements").
As of May 1, 1999, there are four target series subaccounts. There are two "The
Dow(SM) Target 10 Subaccounts," which contain a July Series (a June 30, 1998
initial stock selection date) and a January Series (a December 31, 1998 initial
stock selection date). Similarly, there are two "The Dow(SM) Target 5
Subaccounts," which contain a July Series (June 30, 1998 initial stock selection
date) and a January Series (December 31, 1998 initial stock selection date).
The target account may determine to offer additional target series subaccounts
in the future, which may have different selection criteria or stock selection
dates (or both).
The Dow(SM) Target 10 Subaccounts and The Dow(SM) Target 5 Subaccounts have not
been designed so that their prices will parallel or correlate with movements in
the DJIA. It is expected that their prices will not do so.
An investment in a target series subaccount involves the purchase of a portfolio
of equity securities 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 series 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 series
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subaccount's objective will be achieved or that a target series subaccount will
provide for capital appreciation in excess of such target series subaccount's
expenses.
Each target series subaccount may also invest in futures and options, hold
warrants, and lend its common shares.
The Dow Jones Industrial Average(SM). The DJIA consists of 30 stocks. 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. 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 of any series will not cause a change in the
identity of the common shares included in that series, including any equity
securities deposited in that series, except on an annual stock selection date.
The following is a list of the companies that currently comprise the DJIA as of
May 1, 1999.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca Cola Company
Walt Disney Company
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald's Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing
Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett Packard Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group
Union Carbide Corporation
United Technologies Corporation
Wal Mart Stores Inc.
The target account is not sponsored, endorsed, sold or promoted by Dow Jones.
Dow Jones makes no representation or warranty, express or implied, to the owners
of the target account or any member of the public regarding the advisability of
purchasing the target account. Dow Jones' only relationship to First Trust
Advisors, Endeavor Management Co. (Endeavor) and PFL is the licensing of certain
copyrights, trademarks, service marks and service names of Dow Jones. Dow Jones
has no obligation to take the needs of First Trust Advisors, Endeavor, PFL or
the owners of the target account into consideration in determining, composing or
calculating the Dow Jones Industrial Average(SM). Dow Jones is not responsible
for and has not participated in the determination of the terms and conditions of
the target account to be issued, including the pricing or the amount payable
under the policy. Dow Jones has no obligation or liability in connection with
the administration or marketing of the target account.
Dow Jones does not guarantee the accuracy and/or the completeness of the Dow
Jones Industrial Average(SM) or any data included therein and Dow Jones shall
have no liability for any errors, omission, or interruptions therein. Dow Jones
makes no warranty, express or implied, as to results to be obtained by First
Trust Advisors, Endeavor, PFL,
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<PAGE>
owners of the target account or any other person or entity from the use of the
Dow Jones Industrial Average(SM) or any data included therein. Dow Jones makes
no express or implied warranties, and expressly disclaims all warranties of
merchantability or fitness for a particular purpose or use with respect to the
Dow Jones Industrial Average(SM) or any data included therein. Without limiting
any of the foregoing, in no event shall Dow Jones have any liability for any
lost profits or indirect, punitive, special or consequential damages (including
lost profits), even if notified of the possibility of such damages.
Investment Risks. There is no assurance that any target series subaccount will
achieve its stated objective. More detailed information, including a description
of each target series subaccount's investment objective and policies and a
description of risks involved in investing in each of the target series
subaccounts and of each target series subaccount's fees and expenses is
contained in the Statement of Additional Information. You should read the
Statement of Additional Information carefully before investing in a target
series subaccount.
Each subaccount consists 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 subaccount are actively traded,
well-established corporations.
Common shares may be sold under certain circumstances. Common shares, however,
will not be sold by a target series 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.
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 guarantee 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 target series subaccount will be adversely
affected if trading markets for the common shares are limited or absent.
Investors should consider the following before making a decision to invest in a
target series subaccount:
. The value of the common shares will fluctuate over the life of a target
series subaccount and may be more or less than the price at which they were
purchased by such target series 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 target series subaccounts'
purchase and sale of the common shares and other factors.
. Transfers between the target account investment portfolios during the 12-
month period from stock selection date to stock selection date run counter
to the investment strategy of the target account investment portfolios,
namely holding the applicable stocks for a 12-month period, and may
adversely impact your investment performance. Similarly, using dollar cost
averaging and asset rebalancing for the target account investment
portfolios also runs counter to their investment strategies.
. The investment policies of each target series subaccount are narrow and
innovative, and the Internal Revenue Service has not addressed them. If you
are deemed to have investment control of the assets in a target series
subaccount, then you could be treated as the owner of those assets. If so,
income
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and gains from the subaccounts assets would be includable (pro rata) in
your taxable income each year.
You should understand the risks of investing in common stocks before making an
investment in a target series subaccount. In general, the value of your
investment will fall 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.
At times, due to the objective nature of the investment selection criteria,
target series subaccounts may be considered concentrated in various industries.
PFL cannot predict the direction or scope of any of these factors. Generally,
common stocks do not receive payments until all obligations of the issuer have
been paid. Unlike debt securities, common stocks do not offer any assurance of
income or provide guaranteed protection of capital.
An investment in The Dow(SM) Target 5 Subaccount may subject you to greater
market risk than other target series subaccounts that contain a more diversified
portfolio of securities since it contains only five stocks.
Each target series 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.
Please note that each strategy has previously under-performed the DJIA.
PFL and Endeavor Management Co. shall not be liable in any way for any default,
failure or defect in any common share.
Portfolio Turnover. It is anticipated that each target series subaccount's
annual rate of portfolio turnover normally will not exceed 100%. Portfolio
turnover for each target series 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 target series subaccount, and ultimately
by you.
The Fixed Account
Premium payments allocated and amounts transferred to the fixed account become
part of the general account of PFL. 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 Investment Company
Act of 1940 (the "1940 Act"). Accordingly, neither the general account nor any
interests therein are generally subject to the provisions of the 1933 or 1940
Acts. PFL has been advised that the staff of the SEC has not reviewed the
disclosures in this prospectus which relate to the fixed account.
We guarantee that the interest credited to the fixed account will not be less
than 3% per year. At the end of a guaranteed period option you selected, the
value in that guaranteed period option will automatically be transferred into a
new guaranteed period option of the same length (or the next shorter period if
the same period is no longer offered) at the current interest rate for that
period. You can transfer to another investment choice by giving us notice within
30 days before the end of the expiring guaranteed period.
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Surrenders or partial withdrawals from a guaranteed period option of the fixed
account are subject to an excess interest adjustment. This adjustment may
increase or decrease the amount of interest credited to your policy. The excess
interest adjustment will not decrease the interest credited to your policy below
3% per year, however. You bear the risk that we will not credit interest greater
than 3% per year. We determine credited rates, which are guaranteed for at least
one year, in our sole discretion.
If you select the fixed account, your money will be placed with the other
general assets of PFL. The amount of money you are able to accumulate in the
fixed account during the accumulation phase depends upon the total interest
credited. The amount of annuity payments you receive during the income phase
from the fixed portion of your policy will remain level for the entire income
phase.
Transfers
During the accumulation phase, you may make transfers from any mutual fund
subaccount or target series subaccount as often as you wish within certain
limitations. Transfers from a guaranteed period option of the fixed account are
limited to the following:
. At the end of a guaranteed period, you must notify us within 30 days prior
to the end of the guaranteed period that you wish to transfer the amount in
that guaranteed period option to another investment choice.
. Transfers of amounts equal to interest credited. This may affect your
overall interest-crediting rate, because transfers are deemed to come from
the oldest premium payment first.
. Other than at the end of a guaranteed period, transfers of amounts from the
guaranteed period option in excess of amounts equal to interest credited,
are subject to an excess interest adjustment. If it is a negative
adjustment, the maximum amount you can transfer is 25% of the amount in
that guaranteed period option, less any previous transfers during the
current policy year. If it is a positive adjustment, we do not limit the
amount that you can transfer.
There are no transfers permitted out of the dollar cost averaging fixed account
option except through the dollar cost averaging program.
Each transfer must be at least $500 (or the entire mutual fund subaccount or
target series subaccount value), except for transfers of guaranteed period
option amounts equal to interest credited for which there is a minimum transfer
amount of $50. If less than $500 remains, then we reserve the right to either
deny the transfer or include that amount in the transfer.
During the income phase of your policy, you may transfer values out of any
mutual fund subaccount or target series subaccount up to four times per year.
However, you cannot transfer values out of the fixed account in this phase. The
minimum amount that can be transferred during this phase is the lesser of $10 of
monthly income, or the entire monthly income of the annuity units in the mutual
fund subaccount or target series subaccount from which the transfer is being
made.
Transfers may be made by telephone, subject to the limitations described below
under "Telephone Transactions."
Currently, there is no charge for transfers. However, the number of transfers
permitted may be limited in the future and charges per transfer may apply in the
future.
Family Income Protector
The "family income protector" assures you of a minimum level of income in the
future by guaranteeing a minimum annuitization value (discussed below) after 10
years. You may elect to purchase this benefit, which guarantees the total amount
you will have to apply to a family income protector payment option and which
guarantees the amounts of those payments once you begin to receive them. By
electing this benefit, you can participate in the gains of the
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underlying variable investment options you select while knowing that you are
guaranteed a minimum level of income in the future, regardless of the
performance of the underlying variable investment options.
Minimum Annuitization Value. The minimum annuitization value is:
. the policy value on the date the rider is issued,
. plus any additional premium payments,
. minus an adjustment for any withdrawals made after the date the rider is
issued,
. accumulated at the annual growth rate written on page one of the rider,
. minus any premium taxes.
The annual growth rate is currently 6% per year; PFL may, at its discretion,
change the rate in the future, but the rate will never be less than 3% per year,
and once the rider is added to your policy, the annual growth rate will not vary
during the life of that rider. Withdrawals may reduce the minimum annuitization
value on a basis greater than dollar-for-dollar. See the Statement of Additional
Information for more information.
The minimum annuitization value may only be used to annuitize using the family
income protector payment options and may not be used with any of the annuity
payment options listed in section 2. The family income protector payment options
are:
. Life Income - An election may be made for "No Period Certain" or "10 Years
Certain". In the event of the death of the annuitant prior to the end of
the chosen period certain, the remaining period certain payments will be
continued to the beneficiary.
. Joint and Full Survivor - An election may be made for "No Period Certain"
or "10 Years Certain". Payments will be made as long as either the
annuitant or joint annuitant is living. In the event of the death of both
the annuitant and joint annuitant prior to the end of the chosen period
certain, the remaining period certain payments will be continued to the
beneficiary.
The minimum annuitization value is used to calculate the family income protector
payment and does not establish or guarantee a policy value or guarantee
performance of any investment option.
Other benefits and fees under the rider (the rider fee, the fee waiver
threshold, the stabilized payment fee, and the waiting period before the family
income protector can be exercised, as well as the annual growth rate) are also
guaranteed not to change after the rider is added. However, all of these benefit
specifications may change if you elect to upgrade the minimum annuitization
value.
Minimum Annuitization Value Upgrade. You can upgrade your minimum annuitization
value to the policy value within 30 days after any policy anniversary before
your 85th birthday (earlier if required by state law). For your convenience, we
will put the last date to upgrade on page one of the rider.
If you upgrade, the current rider will terminate and a new one will be issued
with its own specified guaranteed benefits and fees. Please note that the
benefits and fees under the new rider may differ from your benefits and fees
prior to upgrading.
Conditions of Exercise of the Family Income Protector. You can only annuitize
using the family income protector within the 30 days after the tenth or later
policy anniversary after the family income protector is elected or, in the case
of an upgrade of the minimum annuitization value, the tenth or later policy
anniversary following the upgrade; PFL may, at its discretion, change the
waiting period before the family income protector can be exercised in the
future. You cannot, however, annuitize using the family income protector after
the policy anniversary after your 94th birthday (earlier if required by state
law). For your convenience, we will put the
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first and last date to annuitize using the family income protector on page one
of the rider.
Note Carefully -- If you annuitize at any time other than indicated above, you
cannot use the family income protector.
Guaranteed Minimum Stabilized Payments. Annuity payments under the family income
protector are guaranteed to never be less than the initial payment. See the
Statement of Additional Information for information concerning the calculation
of the initial payment. The payments will also be "stabilized" or held constant
during each policy year.
Under the family income protector, each annuity payment will be the greater of
the stabilized payment or the payment calculated without regard to the
stabilized payments. During the first policy year after annuitizing using the
family income protector, each stabilized payment will equal the initial payment.
On each policy anniversary thereafter, the stabilized payment will increase or
decrease depending on the performance of the investment options you selected,
and then be held constant at that amount for that policy year. The stabilized
payment on each policy anniversary will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected investment
options. See the Statement of Additional Information for additional information
concerning stabilized payments.
Family Income Protector Rider Fee. A rider fee, currently 0.30% of the minimum
annuitization value on the previous policy anniversary, is charged annually
prior to annuitization. We will also charge this fee if you take a complete
withdrawal. PFL may change the rider fee percentage in the future, but it will
never be greater than 0.50%. The rider fee is deducted from each variable
investment option in proportion to the amount of policy value in each
subaccount.
The rider fee on any given policy anniversary will be waived if the policy value
exceeds the fee waiver threshold. The fee waiver threshold currently is two
times the minimum annuitization value. PFL may, at its discretion, change the
fee waiver threshold in the future, but it will never be greater than two and
one-half times the minimum annuitization value.
Stabilized Payment Fee. A stabilized payment fee, currently equal to an
effective annual rate of 1.25% of the daily net asset value in the variable
investment options, is reflected in the amount of the variable payments you
receive if you annuitize under the family income protector rider. PFL may change
the stabilized payment fee in the future, but it will never be greater than
2.25%. The stabilized payment fee is included on page one of the rider.
Termination. The family income protector is irrevocable. You have the option not
to use the benefit but you will not receive a refund of any fees you have paid.
The family income protector will terminate upon the earliest of the following:
. annuitization (you will still get guaranteed minimum stabilized payments if
you annuitize using the minimum annuitization value under the family income
protector),
. upgrade of the minimum annuitization value (although a new rider will be
issued),
. termination of your policy, or
. 30 days after the policy anniversary after your 94th birthday (earlier if
required by state law).
The family income protector does not establish or guarantee policy value or
guarantee performance of any investment option. Because this benefit is based on
conservative actuarial factors, the level of lifetime income that it guarantees
may be less than the level that would be provided by application of the policy
value at otherwise applicable annuity factors. Therefore, the family income
protector should be regarded as a safety net.
Dollar Cost Averaging Program
During the accumulation phase, you may instruct us to automatically transfer
money from the
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dollar cost averaging fixed account option, the Endeavor Money Market
Subaccount, or the Dreyfus U.S. Government Securities Subaccount, into any other
mutual fund subaccounts and/or target series subaccounts. You may specify the
dollar amount to be transferred either monthly or quarterly; however each
transfer must be at least $500. A minimum of 6 monthly or 4 quarterly transfers
are required and a maximum of 24 months or 8 quarterly transfers are allowed.
Transfers must begin within 30 days. We will make the transfers on the 28th day
of the applicable month. There is no charge for this program.
Dollar cost averaging buys more accumulation units when prices are low and fewer
accumulation units when prices are high. It does not guarantee profits or assure
that you will not experience a loss. You should consider your ability to
continue the dollar cost averaging program during all economic conditions.
We may credit different interest rates for dollar cost averaging programs of
varying time periods. If you discontinue the dollar cost averaging program
before its completion, then the interest credited on amounts in the dollar cost
averaging fixed account may be adjusted downward, but not below the minimum
guaranteed effective annual interest rate of 3%.
Asset Rebalancing
During the accumulation phase you can instruct us to automatically rebalance the
amounts in your mutual fund subaccounts or target series subaccounts to maintain
your desired asset allocation. This feature is called asset rebalancing and can
be started and stopped at any time free of charge. However, we will not
rebalance if you are in the dollar cost averaging program or if any other
transfer is requested. Asset rebalancing ignores amounts in the fixed account.
You can choose to rebalance monthly, quarterly, semi-annually, or annually.
Telephone Transactions
You may make transfers and change the allocation of additional premium payments
by telephone IF:
. you select the "Telephone Transfer/Reallocation Authorization" box in the
policy application or enrollment information; or
. you later make this request in writing.
You will be required to provide certain information for identification purposes
when requesting a transaction by telephone. We may also require written
confirmation of your request. We will not be liable for following telephone
requests that we believe are genuine.
Telephone requests must be received while the New York Stock Exchange is open to
assure same-day pricing of the transaction. We may discontinue this option at
any time.
5. EXPENSES
There are charges and expenses associated with your policy that reduce the
return on your investment in the policy.
Surrender Charges
During the accumulation phase, you can withdraw part or all of the cash value.
Cash value is the policy value increased or decreased by any excess interest
adjustment and decreased by an applicable surrender charge. We may apply a
surrender charge to compensate us for expenses relating to policy sales,
including commissions to registered representatives and other promotional
expenses. After the first year, you can withdraw up to 10% of your policy value
once each year free of surrender charges. This amount is referred to as the free
percentage and is determined at the time of the withdrawal. If you withdraw
money in excess of 10% of your policy value, you might have to pay a surrender
charge, which is a contingent deferred sales charge, on the excess amount. The
following schedule
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shows the surrender charges that apply during the seven years following each
premium payment:
- -----------------------------------------------------------------------------
Number of Years Since Surrender Charge
Premium Payment Date (as a percentage of
premium withdrawn)
- -----------------------------------------------------------------------------
0 - 1 7%
- -----------------------------------------------------------------------------
1 - 2 7%
- -----------------------------------------------------------------------------
2 - 3 6%
- -----------------------------------------------------------------------------
3 - 4 6%
- -----------------------------------------------------------------------------
4 - 5 5%
- -----------------------------------------------------------------------------
5 - 6 4%
- -----------------------------------------------------------------------------
6 - 7 2%
- -----------------------------------------------------------------------------
7 or more 0%
- -----------------------------------------------------------------------------
For example, assume your policy value is $100,000 at the beginning of policy
year 2 and you withdraw $30,000. Since that amount is more than your free
percentage, you would pay a surrender charge of $1,400 on the remaining $20,000
(7% of $30,000 - $10,000).
You receive the full amount of a requested partial withdrawal because we deduct
any applicable excess interest adjustment and surrender charge from your
remaining policy value. You receive your cash value upon full surrender.
For surrender charge purposes, the oldest premium is considered to be withdrawn
first.
Keep in mind that withdrawals may be taxable, and if made before age 59 1/2, may
be subject to a 10% federal penalty tax. For tax purposes, withdrawals are
considered to come from earnings first.
Surrender charges are waived if you withdraw money under the nursing care and
terminal condition withdrawal option.
Mortality and Expense Risk Fee
We charge a fee as compensation for bearing certain mortality and expense risks
under the policy. Examples include a guarantee of annuity rates, the death
benefits, certain expenses of the policy, and assuming the risk that the current
charges will be insufficient in the future to cover costs of administering the
policy. For the Return of Premium Death Benefit the mortality and expense risk
fee is at an annual rate of 1.10% of assets. For the 5% Annually Compounding
Death Benefit and the Double Enhanced Death Benefit, the mortality and expense
risk fee is at an annual rate of 1.25% of assets. This annual fee is assessed
daily based on the net asset value of each mutual fund subaccount and target
series subaccount.
If this charge does not cover our actual costs, we absorb the loss. Conversely,
if the charge more than covers actual costs, the excess is added to our surplus.
We expect to profit from this charge. We may use any profit for any proper
purpose, including distribution expenses.
Administrative Charges
We deduct an administrative charge to cover the costs of administering the
policies. This charge is equal to 0.15% per year of the daily net asset value of
the mutual fund account and the target account.
In addition, an annual service charge of $35 (but not more than 2% of the policy
value) is charged on each policy anniversary and at surrender. The service
charge is waived if your policy value or the sum of your premiums, less all
partial withdrawals, is at least $50,000.
Distribution Financing Charge
We deduct a distribution financing charge to cover the cost of distributing the
policies for the first seven policy years. This daily charge is equal to an
effective annual rate of 0.15% of the daily net asset value of the mutual fund
account and the target account. This charge is not deducted after the annuity
commencement date. This is deemed to be a deferred sales charge.
Premium Taxes
Some states assess premium taxes on the premium payments you make. We currently
do not deduct for these taxes at the time you make a premium payment. However,
we will deduct the
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total amount of premium taxes, if any, from the policy value when:
. you elect to begin receiving annuity payments;
. you surrender the policy; or
. you die and a death benefit is paid (you must also be the annuitant for the
death benefit to be paid).
Generally, premium taxes range from 0% to 3.50%, depending on the state.
Federal, State and Local Taxes
We may in the future deduct charges from the policy for any taxes we incur
because of the policy. However, no deductions are being made at the present
time.
Transfer Fee
You are allowed to make 12 free transfers per year before the annuity
commencement date. If you make more than 12 transfers per year, we reserve the
right to charge $10 for each transfer. Premium payments, asset rebalancing and
dollar cost averaging transfers are not considered transfers. All transfer
requests made at the same time are treated as a single request.
Family Income Protector
If you elect the family income protector, there is an annual rider fee during
the accumulation phase of 0.30% of the minimum annuitization value, and a
stabilized payment fee of 1.25% of the daily net asset value if you annuitize
under the rider. The annual rider fee is also deducted upon a complete
withdrawal. (See Section 4, "INVESTMENT CHOICES - Family Income Protector.")
Portfolio Management Fees
The value of the assets in each mutual fund subaccount will reflect the fees and
expenses paid by the underlying fund. A description of these expenses is found
in the underlying fund's prospectus.
Target Account Fees
For its services to the target account, the manager is paid a fee of 0.75% of
the average daily net assets of each target series subaccount. For the adviser's
services to the target account, the manager pays the adviser a fee equal to
0.35% of the average daily net assets of each target series subaccount.
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without limitation, the following:
. legal expenses;
. accounting and auditing services;
. interest;
. taxes;
. costs of printing and distributing reports to shareholders;
. proxy materials and prospectuses;
. custodian, transfer agent, and dividend disbursing agent charges;
. 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 series subaccounts on a basis that the Board of Managers
deems fair and equitable. This may be on the basis of relative net assets of
each target series subaccount or the nature of the services performed and
relative applicability to each target series subaccount.
The manager has agreed to limit each target series subaccount's management fee
and operating expenses during its first year of operations to an annual rate of
1.30% of the subaccount's average net assets. (This limit does not include other
fees and deductions, such as the
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mortality and expense risk fee, administrative charge, and distribution
financing charge.)
6. TAXES
NOTE: PFL has prepared the following information on federal income taxes as a
general discussion of the subject. It is not intended as tax advice to any
individual. You should consult your own tax adviser about your own
circumstances. PFL has included an additional discussion regarding taxes in the
Statement of Additional Information.
Annuity Policies in General
Deferred annuity policies are a way of setting aside money for future needs like
retirement. Congress recognized how important saving for retirement is and
provided special rules in the Internal Revenue Code for annuities.
Simply stated, these rules provide that generally you will not be taxed on the
earnings, if any, on the money held in your annuity policy until you take the
money out. This is referred to as tax deferral. There are different rules as to
how you will be taxed depending on how you take the money out and the type of
policy - qualified or nonqualified (discussed below).
You will not be taxed on increases in the value of your policy until a
distribution occurs - either as a withdrawal or as annuity payments.
When a non-natural person (e.g., corporation or certain other entities other
than tax-qualified trusts) owns a nonqualified policy, the policy will generally
not be treated as an annuity for tax purposes.
Qualified and Nonqualified Policies
If you purchase the policy under an individual retirement annuity, a pension
plan, or specially sponsored program, your policy is referred to as a qualified
policy.
Qualified policies are issued in connection with the following plans:
. Individual Retirement Annuity (IRA): A traditional IRA allows individuals
to make contributions, which may be deductible, to the Contract. A Roth IRA
also allows individuals to make contributions to the Contract, but it does
not allow a deduction for contributions, and distributions may be tax-free
if the owner meets certain rules.
. Tax-Sheltered Annuity (403(b) Plan): A 403(b) Plan may be made available to
employees of certain public school systems and tax-exempt organizations and
permits contributions to the Contract on a pre-tax basis.
. Corporate Pension and Profit-Sharing and H.R. 10 Plan: Employers and
self-employed individuals can establish pension or profit-sharing plans for
their employees or themselves and make contributions to the Contract on a
pre-tax basis.
. Deferred Compensation Plan (457 Plan): Certain governmental and tax-exempt
organizations can establish a plan to defer compensation on behalf of their
employees through contributions to the Contract.
If you purchase the policy as an individual and not under an individual
retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan,
your policy is referred to as a nonqualified policy.
Withdrawals - Nonqualified Policies
If you make a withdrawal from your policy before the annuity commencement date,
the Internal Revenue Code treats that withdrawal as first coming from earnings
and then from your premium payments. When you make a withdrawal you are taxed on
the amount of the withdrawal that is earnings. (The excess interest adjustment
resulting from the withdrawal may affect the amount on which you are taxed.)
Different rules apply for annuity payments. See "Annuity Payments" below.
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The Internal Revenue Code also provides that withdrawn earnings may be subject
to a penalty. The amount of the penalty is equal to 10% of the amount that is
includable in income. Some withdrawals will be exempt from the penalty. They
include any amounts:
. paid on or after the taxpayer reaches age 59 1/2;
. paid after the taxpayer dies;
. paid if the taxpayer becomes totally disabled (as that term is defined in
the Internal Revenue Code);
. paid in a series of substantially equal payments made annually (or more
frequently) under a lifetime annuity;
. paid under an immediate annuity; or
. which come from premium payments made prior to August 14, 1982.
All deferred non-qualified annuity policies that are issued by AUSA Life (or its
affiliates) to the same owner during any calendar year are treated as one
annuity for purposes of determining the amount includable in the owner's income
when a taxable distributions occurs.
Withdrawals - Qualified Policies
The above information describing the taxation of nonqualified policies does not
apply to qualified policies. There are special rules that govern with respect to
qualified policies. Generally, these rules restrict:
. the amount that can be contributed to the policy during any year; and
. the time when amounts can be paid from the policies.
In addition, a penalty tax may be assessed on amounts withdrawn from the policy
prior to the date you reach age 59 1/2, unless you meet one of the exceptions to
this rule. You may also be required to begin taking minimum distributions from
the policy by a certain rule. The terms of the plan may limit the rights
otherwise available to you under the policies.
We have provided more information in the Statement of Additional Information.
You should consult your legal counsel or tax adviser if you are considering
purchasing a policy for use with any retirement plan.
Withdrawals - 403(b) Policies
The Internal Revenue Code limits the withdrawal of premium payments from certain
403(b) policies. Withdrawals can generally only be made when an owner:
. reaches age 59 1/2;
. leaves his/her job;
. dies;
. becomes disabled (as that term is defined in the Internal Revenue Code); or
. in the case of hardship. However, in the case of hardship, the owner can
only withdraw the premium payments and not any earnings.
Tax Status of the Policy
The following discussion is based on the assumption that the policy qualifies as
an annuity contract for federal income tax purposes.
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 series 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 which
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, which requires the target series subaccounts
to be operated in compliance with the Treasury regulations.
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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 mutual fund account used to support their contracts. In those circumstances,
income and gains from the mutual fund 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 mutual fund 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 mutual fund 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 series
subaccounts are narrow and 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 pro rata share of the assets of the mutual fund
account or the target account.
Diversification and Distribution Requirements
The Internal Revenue Code provides that the underlying investments for a
variable annuity must satisfy certain diversification requirements in order to
be treated as an annuity policy. The policy must also meet certain distribution
requirements at the death of an owner in order to be treated as an annuity
policy. These diversification and distribution requirements are discussed in the
Statement of Additional Information. PFL may modify the policy to attempt to
maintain favorable tax treatment.
The target account, through the target series 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
adviser that requires the target series subaccounts to be operated in compliance
with the Treasury regulations. The adviser reserves the right to depart from
either target series subaccount's investment strategy in order to meet these
diversification requirements. See the Statement of Additional Information for
more information concerning diversification requirements.
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:
. if distributed in a lump sum, these amounts are taxed in the same manner as
a full surrender; or
. if distributed under an annuity payment option, these amounts are taxed in
the same manner as annuity payments.
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
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contract" remains generally the total premium payments, less amounts received,
which were not includable in gross income. (The same tax treatment applies to
any amounts distributed after an owner's death.)
Annuity Payments
Although the tax consequences may vary depending on the annuity payment option
you select, in general, for nonqualified and certain qualified policies, only a
portion of the annuity payments you receive will be includable in your gross
income.
In general, the excludable portion of each annuity payment you receive will be
determined as follows:
. Fixed payments - 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. This is the percentage of each
annuity payment that is excludable.
. Variable payments - by dividing the "investment in the contract" on the
annuity commencement date by the total number of expected periodic
payments. This is the amount of each annuity payment that is excludable.
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.
If you select more than one annuity payment option, special rules govern the
allocation of the policy's entire "investment in the contract" to each such
option, for purposes of determining the excludable amount of each payment
received under that option. We advise you to consult a competent tax adviser as
to the potential tax effects of allocating amounts to any particular annuity
payment option.
If, after the annuity commencement date, annuity payments stop because an
annuitant died, the excess (if any) of the "investment in the contract" as of
the annuity commencement date over the aggregate amount of annuity payments
received that was excluded from gross income is generally allowable as a
deduction for your last taxable year.
Transfers, Assignments or Exchanges of Policies
A transfer of ownership or assignment of a policy, the designation of an
annuitant or other beneficiary who is not also the owner, the selection of
certain annuity commencement dates, or a change of annuitant, may result in
certain income or gift tax consequences to the owner that are beyond the scope
of this discussion. An owner contemplating any such transfer, assignment,
selection, or change should contact a competent tax adviser in respect to the
potential tax effects of such a transaction.
Possible Tax Law Changes
Although the likelihood of legislative changes in uncertain, there is always the
possibility that the tax treatment of the policy could change by legislation or
otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.
7. ACCESS TO YOUR MONEY
Surrenders
During the accumulation phase, you can have access to the money in your policy
in several ways:
. by making a withdrawal (either a complete or partial withdrawal); or
. by taking annuity payments.
If you want to make a complete withdrawal, you will receive the value of your
policy including any excess interest adjustment, minus:
. surrender charges;
. premium taxes; and
. service charges.
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If you want to take a partial withdrawal, in most cases it must be for at least
$500. Unless you tell us otherwise, we will take the withdrawal from each of the
investment choices in proportion to the policy value.
Remember that any withdrawal you take will reduce the policy value, and might
reduce the amount of the death benefit. See Section 9, Death Benefit, for more
details. Withdrawals may be subject to a surrender charge. Withdrawals from the
fixed account may also be subject to an excess interest adjustment.
Income taxes, federal tax penalties and certain restrictions may apply to any
withdrawals you make.
During the income phase, the annuity payment option you select will determine
your access to the money in your policy.
Delay of Payment and Transfers
Payment of any amount due from the mutual fund account or target account for a
surrender, a death benefit, or the death of the owner of a nonqualified policy,
will generally occur within seven business days from the date all required
information is received by PFL. PFL may be permitted to defer such payment from
the mutual fund account and target account if:
. the New York Stock Exchange is closed other than for usual weekends or
holidays or trading on the Exchange is otherwise restricted;
. an emergency exists as defined by the SEC or the SEC requires that trading
be restricted; or
. the SEC permits a delay for the protection of owners.
In addition, transfers of amounts from the mutual fund subaccounts and target
series subaccounts may be deferred under these circumstances.
Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of the cash value from the fixed account for up to six months.
Excess Interest Adjustment
Money that you withdraw from a guaranteed period option of the fixed account
before the end of its guaranteed period (the number of years you specified the
money would remain in the guaranteed period option) may be subject to an excess
interest adjustment. At the time you request a withdrawal, if interest rates set
by PFL have risen since the date of the initial guarantee, the excess interest
adjustment will result in a lower cash value on surrender. However, if interest
rates have fallen since the date of the initial guarantee, the excess interest
adjustment will result in a higher cash value on surrender. There will be no
excess interest adjustment on any of the following:
. lump sum withdrawals of the free percentage available;
. nursing care and terminal condition withdrawals;
. withdrawals to satisfy any minimum distribution requirements; and
. systematic payout option payments, which do not exceed 10% of the policy
value.
Certain conditions must be satisfied. See the Statement of Additional
Information for more details.
Systematic Payout Option
You can receive regular payments from your policy by using the systematic payout
option. Under this option, you can receive up to 10% (annually) of your policy's
value free of surrender charges. Payments can be made monthly, quarterly,
semi-annually, or annually.
Nursing Care and Terminal Condition Withdrawal Option
No surrender charges or excess interest adjustment will apply if you or your
spouse has been:
. confined in a hospital or nursing facility for 30 days in a row; or
. diagnosed with a terminal condition (usually a life expectancy of 12 months
or less).
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This benefit is also available to the annuitant or annuitant's spouse if the
owner is not a natural person.
This benefit may not be available in all states. See the policy or endorsement
for details and conditions.
8. PERFORMANCE
The Mutual Fund Account
PFL periodically advertises performance of the various mutual fund subaccounts.
We may disclose at least four different kinds of performance. First, we may
calculate performance by determining the percentage change in the value of an
accumulation unit by dividing the increase (decrease) for that unit by the value
of the accumulation unit at the beginning of the period. This performance number
reflects the deduction of the mortality and expense risk fees and administrative
charges. It does not reflect the deduction of any applicable premium taxes or
surrender charges. The deduction of any applicable premium taxes or surrender
charges would reduce the percentage increase or make greater any percentage
decrease.
Second, any advertisement will also include total return figures, which reflect
the deduction of the mortality and expense risk fees, administrative charges and
surrender charges.
Third, for periods starting prior to the date the policies were first offered,
the performance will be based on the historical performance of the corresponding
investment portfolios for the periods commencing from the date on which the
particular investment portfolio was made available through the mutual fund
account. Fourth, in addition, for certain investment portfolios, performance may
be shown for the period commencing from the inception date of the investment
portfolio. These figures should not be interpreted to reflect actual historical
performance of the mutual fund account. We also may, from time to time, include
in our advertising and sales materials, tax deferred compounding charts and
other hypothetical illustrations, which may include, comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets.
Appendix B contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.
The Target Account
Performance information regarding the target series subaccounts is in Appendix B
and in the Statement of Additional Information.
9. DEATH BENEFIT
We will pay a death benefit to your beneficiary, under certain circumstances, if
the annuitant dies before the accumulation phase and the annuitant was also an
owner. (If the annuitant was not an owner, a death benefit may or may not be
paid. See below). The beneficiary may choose an annuity payment option, or may
choose to receive a lump sum.
When We Pay A Death Benefit
Before the Annuity Commencement Date
We will pay a death benefit to your beneficiary IF:
. you are both the annuitant and an owner of the policy; and
. you die before the annuity commencement date.
If the only beneficiary is your surviving spouse, then he or she may elect to
continue the policy as the new annuitant and owner, instead of receiving the
death benefit.
We will also pay a death benefit to your beneficiary IF:
. you are not the annuitant; and
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. the annuitant dies before the annuity commencement date; and
. you specifically requested that the death benefit be paid upon the
annuitant's death.
Distribution requirements apply to the policy value upon the death of any owner.
These requirements are detailed in the Statement of Additional Information.
After the Annuity Commencement Date
The death benefit payable, if any, on or after the annuity commencement date
depends on the annuity payment option selected.
IF:
. you are not the annuitant; and
. you die on or after the annuity commencement date; and
. the entire interest in the policy has not been paid to you;
THEN:
. 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 your death.
When We Do Not Pay A Death Benefit
No death benefit is paid in the following cases:
IF:
. you are not the annuitant; and
. the annuitant dies prior to the annuity commencement date; and
. you did not specifically request that the death benefit be paid upon the
annuitant's death;
THEN:
. you will become the new annuitant and the policy will continue.
IF:
. you are not the annuitant; and
. you die prior to the annuity commencement date;
THEN:
. the new owner must surrender the policy for the policy value increased or
decreased by an excess interest adjustment within five years of your death.
Note carefully. If the owner does not name a contingent owner, the owner's
estate will become the new owner. If no probate estate is opened (because, for
example, the owner has precluded the opening of a probate estate by means of a
trust or other instrument), and PFL has not received written notice of the trust
as a successor owner signed prior to the owner's death, then that trust may not
exercise ownership rights to the policy. It may be necessary to open a probate
estate in order to exercise ownership rights to the policy if no contingent
owner is named in a written notice received by PFL.
Amount of Death Benefit
Death benefit provisions may differ from state to state. The death benefit may
be paid as a lump sum or as annuity payments. The amount of the death benefit
depends on the guaranteed minimum death benefit option you chose when you bought
the policy. The death benefit will be the greatest of:
. policy value on the date we receive the required information; or
. cash value on the date we receive the required information; or
. guaranteed minimum death benefit (discussed below), plus premium payments,
less partial withdrawals from the date of death to the date the death
benefit is paid.
Guaranteed Minimum Death Benefit
On the policy application, you generally may choose one of the three guaranteed
minimum death benefit options listed below.
After the policy is issued, you cannot make an election and the death benefit
cannot be changed.
Return of Premium Death Benefit
Total premium payments, less any adjusted partial withdrawals (discussed below)
as of the date of death.
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The Return of Premium Death Benefit will be in effect if you do not choose one
of the options below on the policy application.
5% Annually Compounding Death Benefit
Total premium payments, less any adjusted partial withdrawals, plus interest at
an effective annual rate of 5% from the premium payment date or withdrawal date
to the earlier of the date of death or the owner's 81st birthday. There is an
extra charge for this death benefit.
The 5% Annually Compounding Death Benefit is not available if the owner or
annuitant is 75 or older on the policy date.
Double Enhanced Death Benefit
The greater of the following:
. 5% Annually Compounding Death Benefit - total premium payments, less any
adjusted partial withdrawals, plus interest at an effective annual rate of
5% from the premium payment date or withdrawal date to the date of death
(but not later than your 81st birthday).
. Step-Up Death Benefit - the largest policy value on the policy date or on
any policy anniversary before you reach age 81; plus any premium payments
you have made since then; minus any adjusted partial withdrawals we have
paid to you since then.
There is an extra charge for this death benefit.
The Double Enhanced Death Benefit is not available if the owner or annuitant is
81 or older on the policy date.
IF, under all three death benefit options:
. the surviving spouse elects to continue the policy instead of receiving the
death benefit; and
. the guaranteed minimum death benefit is greater than the policy value;
THEN:
. we will increase the policy value to be equal to the guaranteed minimum
death benefit. This increase is made only at the time the surviving spouse
elects to continue the policy.
Adjusted Partial Withdrawal
When you request a partial withdrawal, your guaranteed minimum death benefit
will be reduced by an amount called the adjusted partial withdrawal. Under
certain circumstances, the adjusted partial withdrawal may be more than the
amount of your withdrawal request. It is also possible that if a death benefit
is paid after you have made a partial withdrawal, then the total amount paid
could be less than the total premium payments. We have included a detailed
explanation of this adjustment in the Statement of Additional Information.
10. OTHER INFORMATION
Ownership
You, as owner of the policy, exercise all rights under the policy. You can
change the owner at any time by notifying us in writing. An ownership change may
be a taxable event.
Assignment
You can also assign the policy any time during your lifetime. PFL will not be
bound by the assignment until we receive written notice of the assignment. We
will not be liable for any payment or other action we take in accordance with
the policy before we receive notice of the assignment. An assignment may be a
taxable event. There may be limitations on your ability to assign a qualified
policy.
PFL Life Insurance Company
PFL Life Insurance Company was incorporated under the laws of the State of Iowa
on April 19, 1961 as NN Investors Life Insurance Company, Inc. It is engaged in
the sale of life and health insurance and annuity policies. PFL is a wholly
owned indirect subsidiary of AEGON USA, Inc. which conducts most of its
operations through subsidiary companies engaged in the insurance
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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, the
securities of which are publicly traded. AEGON n.v., a holding company, conducts
its business through subsidiary companies engaged primarily in the insurance
business. PFL is licensed in the District of Columbia, Guam, and in all states
except New York.
All obligations arising under the policies, including the promise to make
annuity payments, are general corporate obligations of PFL.
The Mutual Fund Account
PFL established a mutual fund account, called the PFL Endeavor VA Separate
Account, under the laws of the State of Iowa on January 19, 1990. The mutual
fund account receives and currently invests the premium payments that are
allocated to it for investment in shares of the underlying mutual fund
portfolios.
The mutual fund account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940. However, the SEC does not supervise
the management, the investment practices, or the policies of the mutual fund
account or PFL. Income, gains and losses, whether or not realized, from assets
allocated to the mutual fund account are, in accordance with the policies,
credited to or charged against the mutual fund account without regard to PFL's
other income, gains or losses.
The assets of the mutual fund account are held in PFL's name on behalf of the
mutual fund account and belong to PFL. However, those assets that underlie the
policies are not chargeable with liabilities arising out of any other business
PFL may conduct. The mutual fund account includes other subaccounts that are not
available under these policies.
Information about the mutual fund account can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You may obtain information about
the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains a web site (http://www.sec.gov) that contains
other information regarding the mutual fund account.
The Target Account
PFL established the PFL Endeavor Target Account (the target account) under the
laws of the state of Iowa on September 15, 1997. The target account is
registered with the SEC under the Investment Company Act of 1940, as amended, 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 two Dow(SM) Target 10 Subaccounts (January and July Series) and the two
Dow(SM) Target 5 Subaccounts (January and July Series) are non-diversified
target series subaccounts of the target account.
Legislation. Legislation may be enacted at any time that could negatively affect
the common shares in the target series 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 target series subaccounts. There
can be no assurance that future legislation, regulation or deregulation will not
have a material adverse effect on the target series subaccounts or will not
impair the ability of the issuers of the common shares to achieve their business
goals.
Mixed and Shared Funding
Before making a decision concerning the allocation of premium payments to a
particular mutual fund subaccount, please read the Endeavor Series Trust
prospectus. The Endeavor Series Trust is not limited to selling its shares to
this mutual fund account and can accept
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investments from any separate account or qualified retirement plan. Since the
portfolios of the underlying funds are available to registered mutual fund
accounts offering variable annuity products of PFL, as well as variable annuity
and variable life products of other insurance companies, and qualified
retirement plans, there is a possibility that a material conflict may arise
between the interests of this mutual fund account and one or more of the mutual
fund accounts of another participating insurance company. In the event of a
material conflict, the affected insurance companies, including PFL, agree to
take any necessary steps to resolve the matter. This includes removing their
mutual fund accounts from the underlying funds. See the underlying funds'
prospectuses for more details.
Reinstatements
You may surrender your policy and transfer your money directly to another life
insurance company (sometimes referred to as a 1035 Exchange or a
trustee-to-trustee transfer). You may also request us to reinstate your policy
after such a transfer by returning the same total dollar amount of funds to the
applicable investment choices. The dollar amount will be used to purchase new
accumulation units at the then current price. Because of changes in market
value, your new accumulation units may be worth more or less than the units you
previously owned. We recommend that you consult a tax professional to explain
the possible tax consequences of exchanges and/or reinstatements.
Voting Rights
Mutual Fund Account. PFL will vote all shares of the Endeavor Series Trust in
accordance with instructions we receive from you and other owners that have
voting interests in the portfolios. We will send you and other owners written
requests for instructions on how to vote those shares. When we receive those
instructions, we will vote all of the shares in proportion to those
instructions. If, however, we determine that we are permitted to vote the shares
in our own right, we may do so.
Each person having a voting interest will receive proxy material, reports, and
other materials relating to the appropriate portfolio.
Target Account. You (or the person receiving annuity payments) can vote on
certain matters with respect to the target series subaccounts you have an
interest in. Such matters include:
. changes in the investment advisory agreement;
. changes in the fundamental investment policies;
. any other matter requiring a vote of persons holding voting interests; and
. matters pursuant to the requirements of Rules 12b-1 and 18f-2 of the
Investment Company Act of 1940.
On certain matters, each target series subaccount may vote separately. Each
person having a voting interest will receive proxy material, reports, and other
materials relating to the appropriate target series subaccount.
Distributor of the Policies
AFSG Securities Corporation is the principal underwriter of the policies. Like
PFL, it is an indirect wholly owned subsidiary of AEGON USA, Inc. It is located
at 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001. AFSG Securities
Corporation is registered as a broker/dealer under the Securities Exchange Act
of 1934. It is a member of the National Association of Securities Dealers, Inc.
Commissions of up to 6% of premium payments or 5% of premium payments plus an
annual continuing fee based on policy values will be paid to broker/dealers who
sell the policies under agreements with AFSG Securities Corporation. These
commissions are not deducted from premium payments. In addition, certain
production, persistency and managerial bonuses may be paid. PFL may also pay
compensation to financial institutions for their services in
38
<PAGE>
connection with the sale and servicing of the policies.
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.
Variations in Policy Provisions
Certain provisions of the policies may vary from the descriptions in this
prospectus in order to comply with different state laws. See your policy for
variations since any such state variations will be included in your policy or in
riders or endorsements attached to your policy.
New Jersey residents: Annuity payments must begin on or before the later of: (1)
the policy anniversary that is closest to the annuitant's 70th birthday or (2)
the 10th policy anniversary. 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.
Year 2000 Matters
In May 1996, PFL Life Insurance Company (PFL) adopted and presently has in place
a Year 2000 Project Plan (the "Plan") to review and analyze existing hardware
and software systems, as well as voice and data communications systems, to
determine if they are Year 2000 compliant. As of March 1, 1999, substantially
all of PFL's mission-critical systems are Year 2000 compliant. The Year 2000
Project Plan remains on track as PFL continues with the validation of its
mission-critical and non-mission-critical systems, including revalidation
testing in 1999. In addition, PFL has undertaken aggressive initiatives to test
all systems that interface with any third parties and other business partners.
All of these steps are aimed at allowing current operations to remain unaffected
by the year 2000 date change.
As of the date of this prospectus, PFL has identified and made available what it
believes are the appropriate resources of hardware, people, and dollars,
including the engagement of outside third parties, to ensure that the Plan will
be completed.
The actions taken by management under The Year 2000 Project Plan are intended to
significantly reduce PFL's risk of a material business interruption based on the
Year 2000 issues. It should be noted that the Year 2000 computer problem, and
its resolution, is complex and multifaceted, and any company's success cannot be
conclusively known until the Year 2000 is reached. In spite of its efforts or
results, PFL's ability to function unaffected to and through the Year 2000 may
be adversely affected by actions, or failure to act, of third parties beyond our
knowledge or control.
This statement is a Year 2000 Readiness Disclosure pursuant to Section 3(9) of
the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. Section 1
(1998).
IMSA
PFL is a member of the Insurance Marketplace Standards Association (IMSA). IMSA
members subscribe to a set of ethical standards involving the sales and service
of individually sold life insurance and annuities. As a member, we may use the
IMSA logo and language in advertisements.
Legal Proceedings
There are no legal proceedings to which the mutual fund account or target
account is a party or to which the assets of the account are subject. PFL, like
other life insurance companies, is involved in lawsuits. In some class action
and other lawsuits involving other insurers,
39
<PAGE>
substantial damages have been sought and/or material settlement payments have
been made. Although the outcome of any litigation cannot be predicted with
certainty, PFL believes that at the present time there are no pending or
threatened lawsuits that are reasonably likely to have a material adverse impact
on the mutual fund account, target account or PFL.
Financial Statements
The financial statements of PFL, the mutual fund account, and the target account
are included in the Statement of Additional Information.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Glossary of Terms
The Policy--General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Family Income Protector - Hypothetical Illustration
Historical Performance Data
The Target Account
Published Ratings
State Regulation of PFL
Administration
Records and Reports
Distribution of the Policies
Voting Rights
Other Products
Custody of Assets
Legal Matters
Independent Auditors
Other Information
Financial Statements
40
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
The Mutual Fund Account
The accumulation unit values and the number of accumulation units outstanding
for each mutual fund subaccount from the date of inception are shown in the
following tables.
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
<TABLE>
<CAPTION>
===========================================================================================================
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at Beginning of at End of Units at End
Year Year of Year
===========================================================================================================
<S> <C> <C> <C>
Endeavor Asset Allocation Subaccount
1998 ......................................... $ 2.169995 $ 2.529863 7,169,923.981
1997 (9) ..................................... $ 1.998344 $ 2.169995 1,857,541.490
Endeavor Money Market Subaccount
1998 ......................................... $ 1.185346 $ 1.236621 4,060,082.004
1997 (9) ..................................... $ 1.170606 $ 1.185346 1,002,462.071
T. Rowe Price Equity Income Subaccount
1998 ......................................... $ 1.923303 $ 2.060734 12,371,479.613
1997 (9) ..................................... $ 1.663897 $ 1.923303 3,943,109.487
T. Rowe Price Growth Stock Subaccount
1998 ......................................... $ 2.041653 $ 2.586964 7,055,527.601
1997 (9) ..................................... $ 1.774078 $ 2.041653 1,909,047.791
T. Rowe Price International Stock Subaccount
1998 ......................................... $ 1.345339 $ 1.529380 6,282,060.011
1997 (9) ..................................... $ 1.432514 $ 1.345339 2,717,945.242
Endeavor Value Equity Subaccount
1998 ......................................... $ 2.086425 $ 2.207657 8,178,731.965
1997 (9) ..................................... $ 1.804168 $ 2.086425 2,607,465.410
Endeavor Opportunity Value Subaccount
1998 ......................................... $ 1.155963 $ 1.197263 7,330,811.955
1997 (9) ..................................... $ 1.049539 $ 1.155963 2,879,146.147
Endeavor Enhanced Index Subaccount
1998 ......................................... $ 1.216554 $ 1.574026 7,597,253.113
1997 (9) ..................................... $ 1.066111 $ 1.216554 1,987,857.002
Dreyfus U.S. Government Securities Subaccount
1998 ......................................... $ 1.213942 $ 1.283673 5,114,379.634
1997 (9) ..................................... $ 1.136634 $ 1.213942 858,785.418
Dreyfus Small Cap Value Subaccount
1998 ......................................... $ 1.849564 $ 1.781675 7,236,830.344
1997 (9) ..................................... $ 1.635726 $ 1.849564 2,651,783.374
Endeavor Select 50 Subaccount
1998 (10) .................................... $ 1.000000 $ 1.051197 5,686,375.448
Endeavor High Yield Subaccount
1998 (11) .................................... $ 1.000000 $ 0.960378 1,139,786.018
Endeavor Janus Growth Subaccount
1998 ......................................... $ 19.647490 $ 31.822714 1,055,990.702
1997 (9) ..................................... $ 18.030324 $ 19.647490 331,277.459
===========================================================================================================
</TABLE>
41
<PAGE>
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
<TABLE>
<CAPTION>
===========================================================================================================
Accumulation Accumulation Number of
Unit Value Unit Value Accumulation
at Beginning of at End of Units at End
Year Year of Year
===========================================================================================================
<S> <C> <C> <C>
Endeavor Asset Allocation Subaccount
1998 ........................................ $ 2.171948 $ 2.535888 116,236,043.595
1997 ........................................ $ 1.833135 $ 2.171948 127,262,704.167
1996 ........................................ $ 1.577873 $ 1.833135 124,998,927.667
1995 ........................................ $ 1.301669 $ 1.577873 122,974,873.030
1994 ........................................ $ 1.393488 $ 1.301669 130,909,987.116
1993 ........................................ $ 1.209859 $ 1.393488 69,252,242.665
1992 ........................................ $ 1.125386 $ 1.209859 11,637,563.615
1991 (1) .................................... $ 1.000000 $ 1.125386 3,775,618.731
Endeavor Money Market Subaccount
1998 ........................................ $ 1.196418 $ 1.239556 51,024,317.036
1997 ........................................ $ 1.15422 $ 1.196418 28,678,037.042
1996 ........................................ $ 1.11571 $ 1.15422 26,461,099.190
1995 ........................................ $ 1.07242 $ 1.11571 21,103,926.232
1994 ........................................ $ 1.05150 $ 1.07242 17,836,839.874
1993 ........................................ $ 1.04313 $ 1.05150 12,190,857.625
1992 ........................................ $ 1.02803 $ 1.04313 4,334,947.760
1991 (1) .................................... $ 1.00000 $ 1.02803 1,855,372.177
T. Rowe Price Equity Income Subaccount
1998 ........................................ $ 1.925022 $ 2.065623 83,821,265.291
1997 ........................................ $ 1.521680 $ 1.925022 79,662,847.306
1996 ........................................ $ 1.287240 $ 1.521680 42,673,040.677
1995 (5) .................................... $ 1.000000 $ 1.287240 14,943,358.393
T. Rowe Price Growth Stock Subaccount
1998 ........................................ $ 2.043487 $ 2.593121 45,596,534.725
1997 ........................................ $ 1.611613 $ 2.043487 44,624,829.320
1996 ........................................ $ 1.353339 $ 1.611613 30,237,847.748
1995 (5) .................................... $ 1.000000 $ 1.353339 14,196,707.745
T. Rowe Price International Stock Subaccount
1998 ........................................ $ 1.346560 $ 1.533035 90,839,071.438
1997 ........................................ $ 1.330640 $ 1.346560 101,220,764.948
1996 ........................................ $ 1.171039 $ 1.330640 91,462,303.686
1995 ........................................ $ 1.073958 $ 1.171039 75,065,177.549
1994 ........................................ $ 1.156482 $ 1.073958 76,518,044.179
1993 ........................................ $ 0.989782 $ 1.156482 45,569,234.403
1992 ........................................ $ 1.041235 $ 0.989782 6,368,485.858
1991 (1) .................................... $ 1.000000 $ 1.041235 3,068,279.081
Endeavor Value Equity Subaccount
1998 ........................................ $ 2.086130 $ 2.212928 78,666,773.562
1997 ........................................ $ 1.694854 $ 2.086130 82,171,833.799
1996 ........................................ $ 1.387903 $ 1.694854 65,227,195.342
1995 ........................................ $ 1.045610 $ 1.387903 46,194,663.692
1994 ........................................ $ 1.018576 $ 1.045610 30,512,231.489
1993 (2) .................................... $ 1.000000 $ 1.018576 10,958,836.984
Endeavor Opportunity Value Subaccount
1998 ........................................ $ 1.156993 $ 1.200101 18,189,950.241
1997 ........................................ $ 1.004355 $ 1.156993 14,927,829.243
1996 (6) .................................... $ 1.000000 $ 1.004355 314,119.406
===========================================================================================================
</TABLE>
42
<PAGE>
<TABLE>
===========================================================================================================
<S> <C> <C> <C>
Endeavor Enhanced Index Subaccount
1998 ........................................ $ 1.217647 $ 1.577775 13,701,547.835
1997 (7) .................................... $ 1.000000 $ 1.217647 9,296,582.067
Dreyfus U.S. Government Securities Subaccount
1998 ........................................ $ 1.215033 $ 1.286733 41,241,127.664
1997 ........................................ $ 1.128769 $ 1.215033 30,043,275.031
1996 ........................................ $ 1.124292 $ 1.128769 17,561,825.527
1995 ........................................ $ 0.985803 $ 1.124292 8,456,764.729
1994 (4) .................................... $ 0.998670 $ 0.985803 3,102,671.789
Dreyfus Small Cap Value Subaccount
1998 ........................................ $ 1.851229 $ 1.785929 59,347,329.564
1997 ........................................ $ 1.496065 $ 1.851229 63,123,931.161
1996 ........................................ $ 1.206843 $ 1.496065 51,124,831.634
1995 ........................................ $ 1.072941 $ 1.206843 40,635,696.978
1994 ........................................ $ 1.107747 $ 1.072941 32,607,348.474
1993 (3) .................................... $ 1.000000 $ 1.107747 11,449,956.948
Endeavor Select 50 Subaccount
1998 (10) ................................... $ 1.000000 $ 1.052609 7,340,386.987
Endeavor High Yield Subaccount
1998 (11) ................................... $ 1.000000 $ 0.961203 6,199,317.634
Endeavor Janus Growth Subaccount
1998 ........................................ $ 19.665157 $ 31.898334 15,001,694.599
1997 ........................................ $ 16.964068 $ 19.665157 16,307,024.863
1996 ........................................ $ 14.583843 $ 16.964068 15,174,482.394
1995 ........................................ $ 10.051117 $ 14.583843 13,337,196.679
1994 ........................................ $ 11.114865 $ 10.051117 12,758,957.591
1993 ........................................ $ 10.839753 $ 11.114865 9,252,403.800
1992 (8) .................................... $ 10.000000 $ 10.839753 1,119,066.376
===========================================================================================================
</TABLE>
(1) Period from April 8, 1991 through December 31, 1991.
(2) Period from May 27, 1993 through December 31, 1993.
(3) Period from May 4, 1993 through December 31, 1993.
(4) Period from May 9, 1994 through December 31, 1994.
(5) Period from January 3, 1995 through December 31, 1995.
(6) Period from November 18, 1996 through December 31, 1996.
(7) Period from May 1, 1997 through December 31, 1997.
(8) Period from July 1, 1992 through December 31, 1992.
(9) Period from May 23, 1997 through December 31, 1997.
(10) Period from February 2, 1998 through December 31, 1998.
(11) Period from June 2, 1998 through December 31, 1998.
43
<PAGE>
CONDENSED FINANCIAL INFORMATION
The Target Account
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
----------------------------------------------------------------------
<TABLE>
<CAPTION>
===========================================================================================================
The Dow Target 10 The Dow Target 5 Subaccount
Subaccount (July Series) (July Series)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income
1998 (1) ...................................... .0258515 .0456860
Expenses
1998 (1) ...................................... (.0242777) (.0199165)
Net investment income
1998 (1) ...................................... .00157378 .02576956
Net realized and unrealized gains (losses) on
securities
1998 (1) ...................................... .0324232 .0955644
Net increase (decrease) in accumulation unit value
1998 (1) ...................................... .033997 .121334
Accumulation unit value at beginning of period
1998 (1) ...................................... 1.000000 1.000000
Accumulation unit value at end of period
1998 (1) ...................................... 1.033997 1.121334
Expenses to average net assets
1998 (1) ...................................... 1.30% 1.30%
Portfolio turnover rates
1998 (1) ...................................... 0% 0%
Number of accumulation units outstanding at end of
period
1998 (1) ..................................... 2,825,523 4,444,952
===========================================================================================================
</TABLE>
44
<PAGE>
Return of Premium Death Benefit
-------------------------------
<TABLE>
<CAPTION>
===========================================================================================================
The Dow Target 10 The Dow Target 5 Subaccount
Subaccount (July Series) (July Series)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income
1998 (1)......................................... .0149959 .0156160
Expenses
1998 (1)......................................... (.0134201) (.0141319)
Net investment income
1998 (1)......................................... .00157583 .00148401
Net realized and unrealized gains
(losses) on securities
1998 (1)......................................... .0331882 .1206860
Net increase (decrease) in
accumulation unit value
1998 (1)......................................... .034764 .122170
Accumulation unit value at beginning of period
1998 (1)......................................... 1.000000 1.000000
Accumulation unit value at end of period
1998 (1)......................................... 1.034764 1.122170
Expenses to average net assets
1998 (1)......................................... 1.30% 1.30%
Portfolio turnover rates
1998 (1)......................................... 0% 0%
Number of accumulation units
outstanding at end of period
1998 (1)........................................ 1,692,851 1,697,953
===========================================================================================================
</TABLE>
(1) Period from July 1, 1998 through December 31, 1998.
The Dow(SM) Target 10 (January Series) and The Dow(SM) Target 5 (January Series)
had not commenced operations as of December 31, 1998. Accordingly, no comparable
data is available for those Subaccounts.
45
<PAGE>
APPENDIX B
HISTORICAL PERFORMANCE DATA
THE MUTUAL FUND ACCOUNT
Standardized Performance Data
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 Endeavor Money Market Portfolio (the "Endeavor Money
Market Subaccount"). These figures are calculated according to standardized
methods prescribed by the SEC. They are based on historical earnings and are not
intended to indicate future performance.
Endeavor Money Market Subaccount. The yield of the Endeavor 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.
Other Subaccounts. The yield of a mutual fund subaccount (other than the
Endeavor 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 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 last 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, and
they do not reflect the rider charge for the optional family income protector.
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, 1998, and for the one and five year periods ended
December 31, 1998 are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee, the distribution financing
charge and the administrative charges. Performance figures may reflect the 1.25%
mortality and expense risk fee for the 5% Annually Compounding and Double
Enhanced Death Benefits, or the 1.10% mortality and expense risk fee for the
Return of Premium Death Benefit. Standard total return calculations will reflect
the effect of surrender charges that may be applicable to a particular period.
46
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 1
Standard Average Annual Total Returns
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 to 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Asset Allocation.............. 11.24% 12.30% 12.53% April 8, 1991
T. Rowe Price Equity Income............ 1.75% N/A 19.11% January 3, 1995
T. Rowe Price Growth Stock............. 21.42% N/A 26.25% January 3, 1995
T. Rowe Price International Stock (1).. 8.32% 5.32% 5.40% April 8, 1991
Endeavor Value Equity.................. 0.52% 16.42% 14.91% May 27, 1993
Endeavor Opportunity Value............. (1.85%) N/A 15.14% November 18, 1996
Endeavor Enhanced Index................ 24.11% N/A 52.25% May 1, 1997
Dreyfus U.S. Government Securities..... 0.34% N/A 4.78% May 9, 1994
Dreyfus Small Cap Value (2)............ (9.13%) 9.59% 10.31% May 4, 1993
Endeavor Select 50 .................... N/A N/A (1.92%) February 2, 1998
Endeavor High Yield.................... N/A N/A (10.98%) June 2, 1998
Endeavor Janus Growth(3)............... 56.88% 23.11% 20.59% July 1, 1992
===========================================================================================================
<CAPTION>
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Asset Allocation.............. 11.41% 12.47% 12.69% April 8, 1991
T. Rowe Price Equity Income............ 1.91% N/A 19.29% January 3, 1995
T. Rowe Price Growth Stock............. 21.58% N/A 26.41% January 3, 1995
T. Rowe Price International Stock (1).. 8.49% 5.48% 5.56% April 8, 1991
Endeavor Value Equity.................. 0.67% 16.56% 14.98% May 27, 1993
Endeavor Opportunity Value............. (1.68%) N/A 7.06% November 18, 1996
Endeavor Enhanced Index................ 24.30% N/A 28.84% May 1, 1997
Dreyfus U.S. Government Securities..... 0.50% N/A 4.94% May 9, 1994
Dreyfus Small Cap Value (2)............ (8.99%) 9.75% 10.47% May 4, 1993
Endeavor Select 50 .................... N/A N/A (1.78%) February 2, 1998
Endeavor High Yield.................... N/A N/A (10.90%) June 2, 1998
Endeavor Janus Growth(3)............... 57.12% 23.29% 20.77% July 1, 1992
===========================================================================================================
</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) Effective September 16, 1996, The Dreyfus Corporation became the adviser to
the Dreyfus Small Cap Value Portfolio, formerly known as Quest for Value
Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(3) Effective April 30, 1999, shares of the WRL Growth Portfolio were removed
and replaced with shares of the Endeavor Janus Growth Portfolio.
Performance prior to May 1, 1999 reflects performance of the annuity
subaccount while it was invested in the WRL Growth Portfolio.
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 T. Rowe Price
Growth Stock Portfolio. In the absence of such waivers, the average annual total
return figures above for the from the five year and from inception periods would
have been lower.
47
<PAGE>
Non-Standardized Performance Data
In addition to the standard data discussed above, similar performance data for
other periods may also be shown.
PFL may 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 assume that no surrender charge
is applicable, and may also make other 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.
The non-standardized average annual total return figures shown in Table 2 are
based on the assumption that the policy is not surrendered, and therefore the
surrender charge is not imposed. Also, Table 2 does not reflect the rider charge
for the optional family income protector.
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 2
Non-Standard Average Annual Total Returns
(Assuming No Surrender Charge)
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Asset Allocation.............. 16.54% 12.50% 12.57% April 8, 1991
T. Rowe Price Equity Income............ 7.11% N/A 19.69% January 3, 1995
T. Rowe Price Growth Stock............. 26.66% N/A 26.71% January 3, 1995
T. Rowe Price International Stock (1).. 13.64% 5.60% 5.48% April 8, 1991
Endeavor Value Equity.................. 5.88% 16.59% 15.05% May 27, 1993
Endeavor Opportunity Value............. 3.53% N/A 19.54% November 18, 1996
Endeavor Enhanced Index................ 29.34% N/A 57.31% May 1, 1997
Dreyfus U.S. Government Securities..... 5.70% N/A 5.41% May 9, 1994
Dreyfus Small Cap Value (2)............ (3.71%) 9.82% 10.58% May 4, 1993
Endeavor Select 50 .................... N/A N/A 5.08% February 2, 1998
Endeavor High Yield.................... N/A N/A (3.98%) June 2, 1998
Endeavor Janus Growth (3).............. 61.91% 23.23% 20.59% July 1, 1992
===========================================================================================================
<CAPTION>
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 to 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Asset Allocation.............. 16.71% 12.67% 12.74% April 8, 1991
T. Rowe Price Equity Income............ 7.26% N/A 19.87% January 3, 1995
T. Rowe Price Growth Stock............. 26.82% N/A 26.86% January 3, 1995
T. Rowe Price International Stock (1).. 13.81% 5.76% 5.64% April 8, 1991
Endeavor Value Equity.................. 6.04% 16.73% 15.20% May 27, 1993
Endeavor Opportunity Value............. 3.70% N/A 8.97% November 18, 1996
Endeavor Enhanced Index................ 29.53% N/A 31.38% May 1, 1997
Dreyfus U.S. Government Securities..... 5.86% N/A 5.56% May 9, 1994
Dreyfus Small Cap Value (2)............ (3.56%) 9.98% 10.74% May 4, 1993
Endeavor Select 50 .................... N/A N/A 5.22% February 2, 1998
Endeavor High Yield.................... N/A N/A (3.90%) June 2, 1998
Endeavor Janus Growth (3).............. 62.15% 23.41% 20.77% July 1, 1992
===========================================================================================================
</TABLE>
48
<PAGE>
(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) Effective September 16, 1996, The Dreyfus Corporation became the adviser to
the Dreyfus Small Cap Value Portfolio, formerly known as Quest for Value
Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(3) Effective April 30, 1999, shares of the WRL Growth Portfolio were removed
and replaced with shares of the Endeavor Janus Growth Portfolio.
Performance prior to May 1, 1999 reflects performance of the annuity
subaccount while it was invested in the WRL Growth Portfolio.
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 T. Rowe Price
Growth Stock Portfolio. In the absence of such waivers, the average annual total
return figures above for the from the five year and from inception periods would
have been lower.
Endeavor Select 50 and Endeavor High Yield Portfolios
The Endeavor Select 50 Portfolio and the Endeavor High Yield Portfolio commenced
operations on February 2, 1998 and June 2, 1998, respectively, and therefore
these portfolios do not have significant historical performance data. However,
their investment managers (Montgomery Asset Management, LLC and Massachusetts
Financial Services Company) have experience managing similar portfolios with
substantially the same investment objectives and policies. Historical
performance data showing the results the investment manager achieved for those
other portfolios is in the prospectus for the Endeavor Series Trust, which
accompanies this prospectus. See "Management - The Investment Advisors Prior
Experience with Comparable Fund" 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.
49
<PAGE>
HISTORICAL PERFORMANCE DATA
THE TARGET ACCOUNT
The total return for each target series subaccount will also reflect the
manager's fee and other operating expenses.
Target Strategies--Performance Data
Certain aspects of the investment strategies can be demonstrated using
historical data.
The following table contains three columns that show the performance of:
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.
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 target series 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
target series subaccount will outperform its respective index over the life of a
target series subaccount or over consecutive rollover periods, if available.
An investor in a target series 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, target series subaccount expenses or taxes;
the target series subaccounts are established at different times of the year;
and the target series 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.
COMPARISON OF TOTAL RETURN(2)
Index
Strategy Total Returns Total Returns
5 Lowest Priced of
10 Highest Dividend the 10 Highest
Year Yielding Stocks(1) Dividend Yielding DJIA
Stocks(1)
1974............ (1.02)% (5.40)% (23.64)%
1975............ 56.10% 64.77% 44.46%
1976............ 35.18% 40.96% 22.80%
1977............ (1.95)% 5.49% (12.91)%
1978............ 0.03% 1.23% 2.66%
1979............ 13.01% 9.84% 10.60%
1980............ 27.90% 41.69% 21.90%
1981............ 7.46% 3.19% (3.61)%
1982............ 27.12% 43.37% 26.85%
1983............ 39.07% 36.38% 25.82%
1984............ 6.22% 11.12% 1.29%
1985............ 29.54% 38.34% 33.28%
1986............ 35.63% 30.89% 27.00%
1987............ 5.59% 10.69% 5.66%
1988............ 24.57% 21.47% 16.03%
1989............ 26.97% 10.55% 32.09%
1990............ (7.82)% (15.74)% (0.73)%
1991............ 34.20% 62.03% 24.19%
50
<PAGE>
1992............ 7.69% 22.90% 7.39%
1993............ 27.08% 34.01% 16.87%
1994............ 4.21% 8.27% 5.03%
1995............ 36.85% 30.50% 36.67%
1996............ 28.35% 26.20% 28.71%
1997............ 21.68% 19.97% 24.82%
1998............ 10.59% 12.36% 18.03%
- -----------------------------------
(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 dividends are
reinvested semi-annually 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-five years listed above, the Ten Highest Dividend Yielding
Stocks in the DJIA achieved an average annual total return of 18.73%, while
the Five Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks
in the DJIA achieved an average annual total return of 21.07%. In addition,
over this period, the individual strategies achieved a greater average
annual total return than that of the DJIA, which was 14.48%. Although each
target series subaccount seeks to achieve a better performance than the
index as a whole, there can be no assurance that a target series subaccount
will achieve a better performance.
The performance shown for the strategies does not guarantee future success, nor
should it be used as a predictor of returns. The Dow(SM) Target 5 strategy and
The Dow(SM) Target 10 strategy under-performed the DJIA in 8 and 9,
respectively, of the 25 years shown. There can be no assurance that the
strategies will outperform a given index over any time period, or that they will
have positive results. They have the potential for loss.
The results of the strategies do not represent actual investment advice of First
Trust Advisors L.P. or any actual trading using client assets. They were
achieved by the retroactive application of a model designed with the benefit of
hindsight and should not be considered indicative of the competence or skill of
First Trust Advisors L.P. In addition, the strategy results do not reflect the
impact material, economic, and market factors might have had on First Trust
Advisors L.P.'s decision making, if First Trust Advisors L.P. had actually
managed client money during the period indicated.
First Trust Advisors L.P. advisory services, though currently offered for the
strategies, were not offered during the entire 25 year period since First Trust
Advisors L.P. was found in 1991, and began supervising unit investment trusts
invested in the strategies in 1994. First Trust Advisors L.P.'s investment
advisory clients have received results different from that set forth above.
Past Performance of the DJIA
[INSERT "prodjia" CHART HERE]
(The numbers will need to be inserted on the EDGAR version ONLY for filing
purposes.)
[PLOT POINTS TO COME]
51
<PAGE>
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 Dow(SM) Target 10 Subaccount or The
Dow(SM) Target 5 Subaccount) from January 1, 1974 through December 31, 1998 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 semi-annually and does not reflect sales charges, commissions,
expenses or taxes. There can be no assurance that either The Dow(SM) Target 10
Subaccount or The Dow(SM) Target 5 Subaccount will outperform the DJIA.
Investors should not rely on the preceding financial information as an
indication of the past or future performance of the target series subaccounts.
Standardized Performance Data
PFL may advertise historical total returns for the target series 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 target series 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.
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, 1998, and for the one and five year periods ended
December 31, 1998 are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee, the distribution financing
charge and the administrative charges. Performance figures may reflect the 1.25%
mortality and expense risk fee for the 5% Annually Compounding and Double
Enhanced Death Benefits, or the 1.10% mortality and expense risk fee for the
Return of Premium Death Benefit. Standard total return calculations will reflect
the effect of surrender charges that may be applicable to a particular period.
Also, Table 1 does not reflect the rider charge for the optional family income
protector.
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 1
Standard Average Annual Total Returns
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 to 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 (July Series)......... N/A N/A (3.62%) July 1, 1998
The Dow(SM) Target 5 (July Series).......... N/A N/A 5.11% July 1, 1998
The Dow(SM) Target 10 (January Series) (1).. N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series) (1).. N/A N/A N/A January 4, 1999
===========================================================================================================
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 to 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 (July Series)......... N/A N/A (3.54%) July 1, 1998
The Dow(SM) Target 5 (July Series).......... N/A N/A 5.20% July 1, 1998
The Dow(SM) Target 10 (January Series) (1).. N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series) (1)... N/A N/A N/A January 4, 1999
===========================================================================================================
</TABLE>
(1) The Dow(SM) Target 10 Subaccount (January Series) and The Dow(SM) Target 5
Subaccount (January Series) began operations on January 4, 1999, therefore
comparable information is not available.
52
<PAGE>
Non-Standardized Performance Data
PFL may also advertise or disclose average annual total return or other
performance data in non-standard formats for a target series subaccount. The
non-standard data may assume that the policy remains in force and therefore not
reflect the surrender charge. The non-standard performance data may make other
assumptions such as the amount invested in a target series subaccount,
differences in time periods to be shown, or the effect of partial withdrawals or
annuity payments and may also make other assumptions.
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.
The non-standardized average annual total return figures shown in Table 2 are
based on the assumption that the policy is not surrendered, and therefore the
surrender charge is not imposed. Also, Table 2 does not reflect the rider charge
for the optional family income protector.
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 2
Average Annual Total Returns
(Assuming No Surrender Charge)
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
===========================================================================================================
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Dow(SM) Target 10 (July Series)......... N/A N/A 3.38% July 1, 1998
The Dow(SM) Target 5 (July Series).......... N/A N/A 12.11% July 1, 1998
The Dow(SM) Target 10 (January Series) (1).. N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series) (1)... N/A N/A N/A January 4, 1999
===========================================================================================================
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date
- -----------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 (July Series)......... N/A N/A 3.46% July 1, 1998
The Dow(SM) Target 5 (July Series).......... N/A N/A 12.20% July 1, 1998
The Dow(SM) Target 10 (January Series) (1).. N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series) (1)... N/A N/A N/A January 4, 1999
===========================================================================================================
</TABLE>
(1) The Dow(SM) Target 10 Subaccount (January Series) and The Dow(SM) Target 5
Subaccount (January Series) began operations on January 4, 1999, therefore
comparable information is not available.
53
<PAGE>
APPENDIX C
POCLICY VARIATIONS
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.
- --------------------------------------------------------------------------------
Policy Form/Endorsement Approximate First Issue Date
AV201 101 65 189 (Policy Form) January 1991
AE830 292 (endorsement) May 1992
AE847 394 (endorsement) June 1994
AE871 295 (endorsement) May 1995
AV254 101 87 196 (Policy Form) June 1996
AE909 496 (endorsement) June 1996
AE890 196 (endorsement) June 1996
AV320 101 99 197 (Policy Form) May 1997
AE945 197 (endorsement) May 1997
AV376 101 106 1197 (Policy Form) May 1998
- --------------------------------------------------------------------------------
54
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Product AV201 101 65 189 AV201 101 65 189, AV201 101 65 189, AV254 101 87 196, AV320 101 99 197, AV376 101 106
Feature AE830 292, and AE847 394, and AE909 496, and and AE945 197 1197,
AE847 394 AE871 295 AE890 196 and AE 945 197
- -----------------------------------------------------------------------------------------------------------------------------------
Excess Interest N/A N/A N/A yes yes yes
Adjustment
- -----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Total Premiums 5% Annually 5% Annually 5% Annually 5% Annually 5% Annually
Death Benefit Paid, less Compounding Compounding Compounding Compounding Compounding
Option(s) any partial (Option A). (Option A) or (Option A) or (Option A), Annual (Option A),
withdrawals and Annual Step- Annual Step- Step-Up Double Enhanced
any surrender Up (Option B). Up (Option B). (Option B), or (Option B), or
charges made Option A is Option A is Return of Return of
before death, only available only available Premium (Option Premium (Option
accumulated if Owner and if Owner and C). Option A C). Option
at 4% to the Annuitant are Annuitant are is only available A is only
date we receive both under both under if Owner and available if Owner
due proof of age 75. age 75. Annuitant are both and Annuitant are
death or the under age both under
Policy Value on 75. Option B is Age 75. Option B
the date we only available is only
receive due if Owner and available if
proof of death, Annuitant are Owner and
which ever is under age 81. Annuitant are
greater. both under age
81.
- -----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Period 1 and 3 year 1 and 3 year 1 and 3 year 1, 3, 5, and 7 1, 3, 5 and 7 year 1, 3, 5, and 7
Options guaranteed guaranteed guaranteed year guaranteed year guaranteed
(available in the periods periods periods guaranteed periods available. periods
Fixed Account) available. available. available. periods available.
available.
- -----------------------------------------------------------------------------------------------------------------------------------
Minimum effective 4% 4% 4% 3% 3% 3%
annual
interest rate
applicable to
the fixed account
- -----------------------------------------------------------------------------------------------------------------------------------
Asset Rebalancing N/A N/A N/A Yes Yes Yes
- -----------------------------------------------------------------------------------------------------------------------------------
Death Proceeds Greater of 1) Greater of (a) Greatest of (a) Greatest of (a) Greatest of (a) Greatest of (a)
the Policy Policy Value Annuity Annuity Policy Value, Policy Value,
Value on the and (b) 5% Purchase Value, Purchase Value, (b) Cash Value, (b) Cash Value,
date we receive Annually (b) Cash (b) Cash and (c) and (c)
due proof of Compounding Death Value, and (c) Value, and (c) Guaranteed Minimum Guaranteed
death, or 2) the Benefit Guaranteed Guaranteed Death Minimum Death
total premiums Minimum Death Minimum Death Benefit. Benefit.
paid for this Benefit Benefit.
policy, less any
partial
withdrawals and
any
surrender
charges made
before death,
accumulated
at 4% interest
per annum to
the date we
receive due
proof of death
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution N/A N/A N/A N/A Applicable Applicable
Financing
Charge
- -----------------------------------------------------------------------------------------------------------------------------------
Is Mortality & No No No No No Yes (1.10%, plus
Expense Administrative
Risk Fee Charge,
different after regardless of
the Annuity death benefit
Commencement Date? chosen prior to
the Annuity
Commencement
Date)
- -----------------------------------------------------------------------------------------------------------------------------------
Dollar Cost N/A N/A N/A yes yes yes
Averaging
Fixed Account
Option
- -----------------------------------------------------------------------------------------------------------------------------------
Service Charge $35 assessed on $35 assessed on Assessed only on Assessed only on Assessed either on Assessed either
each Policy each Policy a Policy a Policy a Policy on a Policy
Anniversary. Not Anniversary. Not Anniversary; Anniversary; Anniversary or on Anniversary or on
deducted deducted Waived if Sum Waived if Sum Surrender; Surrender;
from the Fixed from the Fixed of Premium of Premium Waived if Sum of Waived if Sum of
Account. Account. Payments less Payments less Premium Premium
partial partial Payments less Payments less
withdrawals is at withdrawals is at partial partial
least $50,000 on least $50,000 on withdrawals or the withdrawals or
the Policy the Policy Policy the Policy
Anniversary. Not Anniversary. Not Value is at least Value is at least
deducted deducted $50,000 on the $50,000 on
from the Fixed from the Fixed Policy Anniversary The Policy
Account. Account. or at the Anniversary or at
time of Surrender. the time of
The Service Surrender. The
Charge is deducted Service Charge is
pro-rata deducted
from the pro-rata from the
Investment Options.Investment
Options.
- -----------------------------------------------------------------------------------------------------------------------------------
Nursing Care and N/A yes yes yes yes yes
Terminal Condition
Withdrawal Option
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
55
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE ENDEAVOR VARIABLE ANNUITY
Issued through
PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT
and
PFL ENDEAVOR TARGET 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 Variable Annuity offered by PFL Life
Insurance Company. You may obtain a copy of the prospectus dated May 1, 1999 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 and
the Endeavor Series Trust.
Dated: May 1, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
GLOSSARY OF TERMS............................................................................................
THE POLICY--GENERAL PROVISIONS...............................................................................
Owner....................................................................................................
Entire Policy............................................................................................
Misstatement of Age or Sex...............................................................................
Addition, Deletion or Substitution of Investments........................................................
Excess Interest Adjustment...............................................................................
Reallocation of Policy Values After the Annuity Commencement Date........................................
Annuity Payment Options..................................................................................
Death Benefit............................................................................................
Death of Owner...........................................................................................
Assignment...............................................................................................
Evidence of Survival.....................................................................................
Non-Participating........................................................................................
Amendments...............................................................................................
Employee and Agent Purchases.............................................................................
CERTAIN FEDERAL INCOME TAX CONSEQUENCES......................................................................
Tax Status of the Policy.................................................................................
Taxation of PFL..........................................................................................
INVESTMENT EXPERIENCE........................................................................................
Accumulation Units.......................................................................................
Annuity Unit Value and Annuity Payment Rates.............................................................
FAMILY INCOME PROTECTOR - HYPOTHETICAL ILLUSTRATION..........................................................
HISTORICAL PERFORMANCE DATA..................................................................................
Money Market Yields......................................................................................
Other Subaccount Yields..................................................................................
Total Returns............................................................................................
Other Performance Data...................................................................................
Adjusted Historical Performance Data - The Mutual Fund Account...........................................
THE TARGET ACCOUNT...........................................................................................
What is the Investment Strategy?.........................................................................
Determination of Unit Value; Valuation of Securities.....................................................
The Board of Managers....................................................................................
The Investment Advisory Services.........................................................................
The Manager..............................................................................................
Operating Expenses.......................................................................................
Transfer Agent and Custodian.............................................................................
Brokerage Allocation.....................................................................................
Investment Restrictions..................................................................................
Fundamental Policies.....................................................................................
Operating Policies.......................................................................................
Options and Futures Strategies...........................................................................
Securities Lending.......................................................................................
Tax Limitation...........................................................................................
PUBLISHED RATINGS............................................................................................
STATE REGULATION OF PFL......................................................................................
ADMINISTRATION...............................................................................................
RECORDS AND REPORTS..........................................................................................
DISTRIBUTION OF THE POLICIES.................................................................................
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C>
VOTING RIGHTS
The Mutual Fund Account..................................................................................
The Target Account.......................................................................................
OTHER PRODUCTS...............................................................................................
CUSTODY OF ASSETS............................................................................................
LEGAL MATTERS................................................................................................
INDEPENDENT AUDITORS.........................................................................................
OTHER INFORMATION............................................................................................
FINANCIAL STATEMENTS.........................................................................................
</TABLE>
-3-
<PAGE>
GLOSSARY OF TERMS
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.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
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 be any date at least thirty days after the policy date and 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. In no event will this date
be later than the last day of the month following the month in which the
annuitant attains age 95.
Annuity 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.
Application--A written application, order form, or any other information
received electronically or otherwise upon which the policy is issued and/or is
reflected on the data or specifications page.
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--The policy value increased or decreased by an excess interest
adjustment, less the surrender charge, if any.
Code--The Internal Revenue Code of 1986, as amended.
DJIA--The Dow Jones Industrial Average(SM). Thirty stocks chosen by the editors
of The Wall Street Journal as representative of the broad market and of American
industry.
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.
Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon partial withdrawals, full surrenders or transfers, from the
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 can either decrease or increase
the amount to be received by the owner upon full surrender or commencement of
annuity payments, depending upon whether there has been an increase or decrease
in interest rates, respectively.
-4-
<PAGE>
Fixed Account--One or more investment choices under the policy that are part of
the general assets of PFL and which are not in the separate accounts.
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.
Initial Stock Selection Date--The date is June 30, 1998 for the July Series.
The date is December 31, 1998 for the January Series.
Investment Choices--Any of the guaranteed period options of the fixed account,
the dollar cost averaging fixed account option, and any of the mutual fund
subaccounts or the target series subaccounts.
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
designated portfolios of the Endeavor Series Trust and such other mutual funds
as PFL may determine from time to time.
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.
Owner or Owner--The person who may exercise all rights and privileges under the
policy. The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the application.
Policy Value--On or before the annuity commencement date, the policy value is
equal to the owner's:
. premium payments; minus
. partial withdrawals (including any applicable excess interest adjustments
and/or surrender charges on such withdrawals); plus
. interest credited in the fixed account; plus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. service charges, premium taxes, and transfer fees, if any.
Policy Year-- A policy year begins on the policy date and on each policy
anniversary.
Premium Payment--An amount paid to PFL by the owner or on the owner's 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 during any policy year) for policy maintenance and related
administrative expenses. This annual charge is $35, but will not exceed 2% of
the policy value.
Successor Owner--A person appointed by the owner to succeed to ownership of the
policy in the event of the death of the owner who is not the annuitant before
the annuity commencement date.
Surrender Charge--A percentage of each premium payment in an amount from 7% to
0% depending upon the length of time from the date of each premium payment. The
surrender charge is assessed on surrenders of, or partial withdrawals from, the
policy. A surrender charge may also be referred to as a "contingent deferred
sales charge."
-5-
<PAGE>
Target Account--A separate account established and registered as a management
investment company under the 1940 Act to which premium payments under the
policies may be allocated.
Target Series Subaccount--A subdivision within the target account, the assets of
which are invested in common stocks selected according to a specified investment
strategy.
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.
-6-
<PAGE>
In order to supplement the description in the prospectus, the following provides
additional information about PFL and the policy, which may be of interest to a
prospective purchaser. Words printed in italics in this Statement of Additional
Information are defined in the Glossary of Terms, found on page 4.
THE POLICY--GENERAL PROVISIONS
Owner
The policy shall belong to the owner upon issuance of the policy after
completion of an application and delivery of the initial premium payment. While
the annuitant is living, the owner 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.
Unless PFL has been notified of a community or marital property interest in the
policy, it will rely on its good faith belief that no such interest exists and
will assume no responsibility for inquiry.
A successor owner can be named in the application, information provided in lieu
thereof, or in a written notice. The successor owner will become the new owner
upon your death, if you predecease the annuitant. If no successor owner survives
you and you predecease the annuitant, your estate will become the owner.
Note carefully. If the owner does not name a contingent owner, the owner's
estate will become the new owner. If no probate estate is opened because the
owner has precluded the opening of a probate estate by means of a trust or other
instrument, unless PFL has received written notice of the trust as a successor
owner signed prior to the owner's death, that trust may not exercise ownership
rights to the policy. It may be necessary to open a probate estate in order to
exercise ownership rights to the policy if no contingent owner is named in a
written notice received by PFL.
The owner 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 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 the owner's spouse) because the owner
dies before the annuitant, the cash value generally must be distributed to the
successor owner within five years of the owner's 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, any endorsements thereon, the application, or information provided
in lieu thereof constitute the entire contract between PFL and the owner. 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 or information provided in lieu thereof.
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
-7-
<PAGE>
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.
Addition, Deletion, or Substitution of Investments
PFL cannot and does not guarantee that any of the mutual fund subaccounts or
target series 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 Investment Company Act of 1940, (the "1940 Act"), as amended,
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 Securities and Exchange Commission ("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 series subaccount
if, in PFL's judgment, investment in any target series subaccount would be
inappropriate in view of the purposes of the policy or for any other reason.
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 Endeavor 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 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 mutual fund 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
mutual fund 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.
Excess Interest Adjustment
Money that you withdraw from (or transfer out of) a guaranteed period option of
the fixed account before the end of its guaranteed period (the number of years
you specified the money would remain in the guaranteed period option) may be
subject to an excess interest adjustment. At the time you request a withdrawal,
if interest rates set by PFL have risen since the date of the initial guarantee,
the excess interest adjustment will result in a lower cash value. However, if
interest rates have fallen since the date of the initial guarantee, the excess
interest adjustment will result in a higher cash value.
-8-
<PAGE>
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
the guaranteed period option, plus interest at the policy's minimum guaranteed
effective annual interest rate of 3%. This is referred to as the EIA floor.
The formula that will be used to determine the excess interest adjustment is:
S* (G - C)* (M/12)
S = Gross amount being withdrawn that is subject to the excess interest
adjustment
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.
* = multiplication
. = exponentiation
Example 1
(Surrender, rates increase by 3%):
<TABLE>
<S> <C>
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) . 2.5 = 57,161.18
Penalty 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) . 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 policy value to
fall below the EIA floor, so the adjustment
is limited to 53,834.80 - 57,161.18
= -3,326.38
Adjusted Policy Value ("APV") = PV + EIA = 57,161.18 + (-3,326.38)
= 53,834.80
Surrender Charges = (50,000 - 5,716.12)* .06
= 2,657.03
</TABLE>
-9-
<PAGE>
<TABLE>
<S>
Net Surrender Value at middle of Contract
Year 3 = 53,834.80 - 2,657.03
= 51,177.77
<CAPTION>
Example 2
(Surrender, rates decrease by 1%):
<S> <C>
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) . 2.5 = 57,161.18
Penalty 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) . 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 Policy Value = 57,161.18 + 1,286.13 = 58,447.31
Surrender Charges = (50,000 - 5,716.12)* .06 = 2,657.03
Net Surrender Value at middle of Contract Year 3 = 58,447.31 - 2,657.03 = 55,790.28
</TABLE>
On a partial withdrawal, PFL will pay the policyholder the full amount of
withdrawal requested (as long as the policy value is sufficient). Amounts
withdrawn will reduce the policy value by an amount equal to:
R - E + SC
R = the requested partial withdrawal;
E = the excess interest adjustment; and
SC = the surrender charges on (EPW - E); where
EPW = the excess partial withdrawal amount.
-10-
<PAGE>
Example 3
(Partial Withdrawal, rates increase by 1%):
<TABLE>
<CAPTION>
<S> <C>
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) . 2.5 = 57,161.18
Penalty Free Amount at middle of Contract
Year 3 = 57,161.18* .10 = 5,716.12
Excess Interest/Surrender Charge (SC) Adjustment
S = 20,000 - 5,716.12 = 14,283.88
G = .055
C = .065
M = 30
E = 14,283.88* (.055 - .065)* (30/12) = - 357.10
EPW = 20,000 - 5,716.12 = 14,283.88
SC = .06* (14,283.88 - (- 357.10) = 878.46
Remaining Policy Value at middle of
Contract Year 3 = 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - (- 357.10) + 878.46)
= 35,925.62
</TABLE>
Example 4
(Partial Withdrawal, rates decrease by 1%):
<TABLE>
<CAPTION>
<S> <C>
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) . 2.5 = 57,161.18
Penalty Free Amount at middle of Contract Year 3 = 57,161.18* .10 = 5,716.12
Excess Interest/Surrender Charge Adjustment
S = 20,000 - 5,716.12 = 14,283.88
G = .055
C = .045
M = 30
E = 14,283.88* (.055 - .045)* (30/12) = 357.10
EPW = 20,000 - 5,716.12 = 14,283.88
</TABLE>
-11-
<PAGE>
<TABLE>
<S> <C>
SC = .06* (14,283.88 - 357.10) = 835.61
Remaining Policy Value at middle of
Contract Year 3 = 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - 357.10 + 835.61)
= 36,682.67
</TABLE>
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 mutual fund subaccount or of a target
series subaccount then credited to a policy into an equal value of annuity units
of one or more other mutual fund subaccounts, target series 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 units may be made in any
given policy year.
After the annuity commencement date, no transfers may be made from the fixed
account to the mutual fund account.
Annuity Payment Options
During the lifetime of the annuitant and prior to the annuity commencement date,
the owner 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) Payment Option 3,
life income with level payments for 10 years certain, using the existing
adjusted policy value of the fixed account, or (ii) under Payment Option 3, life
income with variable payments for 10 years certain using the existing policy
value of the mutual fund account, or (iii) in a combination of (i) and (ii).
The person who elects an annuity 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 annuity 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.
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 additional variable annuity
payments will vary based on the investment performance of the subaccount(s) of
the mutual fund account selected by the annuitant or beneficiary.
-12-
<PAGE>
Determination of the First Variable Payment. The amount of the first variable
payment depends upon the sex (if consideration of sex is allowed under state
law) and adjusted age of the annuitant. The adjusted age is the annuitant's
actual age nearest birthday, on 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.
Determination of Additional Variable Payments. All variable annuity payments
other than the first are calculated using annuity units and 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 on the annuity commencement date. The number of annuity units of each
particular subaccount credited to the policy then remains fixed, assuming no
transfers to or from that subaccount occur. 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.
Death Benefit
Adjusted Partial Withdrawal. The amount of your Guaranteed Minimum Death Benefit
is reduced due to a partial withdrawal called the adjusted partial withdrawal.
The reduction amount depends on the relationship between your Guaranteed Minimum
Death Benefit and policy value. The adjusted partial withdrawal is equal to (1)
multiplied by (2), where:
(1) is the Gross Partial Withdrawals, where gross partial withdrawal =
requested withdrawal - excess interest adjustment + surrender charges
on (excess partial withdrawal - excess interest adjustment); and
(2) is the adjustment factor = current death benefit prior to the
withdrawal divided by the current policy value prior to the withdrawal.
The following examples describe the effect of a withdrawal on the Guaranteed
Minimum Death Benefit and policy value.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Example 1
---------
(Assumed Facts for Example)
---------------------------
- --------------------------------------------------------------------------------
<S> <C>
$75,000 current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- --------------------------------------------------------------------------------
$50,000 current policy value before withdrawal
- --------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and GMDB)
- --------------------------------------------------------------------------------
6% current surrender charge percentage
- --------------------------------------------------------------------------------
$15,000 requested withdrawal
- --------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
<TABLE>
- -------------------------------------------------------------------------------------------
<S> <C>
$ 5,000 surrender charge-free amount (assumes 10% penalty free withdrawal is available)
- -------------------------------------------------------------------------------------------
$10,000 excess partial withdrawal -EPW (amount subject to surrender charge)
- -------------------------------------------------------------------------------------------
$ 100 excess interest adjustment
(assumes interest rates have decreased since initial guarantee)
- -------------------------------------------------------------------------------------------
$ 594 surrender charge on (EPW less EIA) = 0.06* (10,000 - 100)
- -------------------------------------------------------------------------------------------
$10,194 reduction in policy value due to excess partial withdrawal = 10,000 - 100 + 594
- -------------------------------------------------------------------------------------------
$23,241 adjusted partial withdrawal = (5,000 + 10,494) * (75,000/50,000)
- -------------------------------------------------------------------------------------------
$51,759 New GMDB (after withdrawal) = 75,000 - 23,241
- -------------------------------------------------------------------------------------------
$34,506 New policy value (after withdrawal) = 50,000 - 15,494
- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
Summary:
- --------
<S> <C>
Reduction in guaranteed minimum death benefit = $23,241
Reduction in policy value = $15,494
</TABLE>
Note, guaranteed minimum death benefit is reduced more than the policy value
since the guaranteed minimum death benefit was greater than the policy value
just prior to the withdrawal.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Example 2
---------
(Assumed Facts for Example)
---------------------------
- -------------------------------------------------------------------------------------------
<S> <C>
$50,000 current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- -------------------------------------------------------------------------------------------
$75,000 current policy value before withdrawal
- -------------------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and GMDB)
- -------------------------------------------------------------------------------------------
6% current surrender charge percentage
- -------------------------------------------------------------------------------------------
$15,000 requested withdrawal
- -------------------------------------------------------------------------------------------
$ 7,500 surrender charge-free amount (assumes 10% penalty free withdrawal is available)
- -------------------------------------------------------------------------------------------
$ 7,500 excess partial withdrawal -EPW (amount subject to surrender charge)
- -------------------------------------------------------------------------------------------
$ -100 excess interest adjustment
(assumes interest rates have increased since initial guarantee)
- -------------------------------------------------------------------------------------------
$ 456 surrender charge on (EPW less EIA) = 0.06*[(7500-(-100)]
- -------------------------------------------------------------------------------------------
$ 8,056 reduction in policy value due to EPW= 7500-(-100)+456 =7500+100+456
- -------------------------------------------------------------------------------------------
$15,556 adjusted partial withdrawal = (7,500 + 8056) * (75,000/75,000)
- -------------------------------------------------------------------------------------------
$34,444 New GMDB (after withdrawal) = 50,000 - 15,556
- -------------------------------------------------------------------------------------------
$59,444 New policy value (after withdrawal) = 75,000 - 15,556
- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Summary:
<S> <C>
Reduction in guaranteed minimum death benefit = $15,556
Reduction in policy value = $15,556
</TABLE>
Note, the guaranteed minimum death benefit and policy value are reduced by the
same amount since the policy value was higher than the guaranteed minimum death
benefit just prior to the withdrawal.
Due proof of death of the annuitant is proof that the annuitant that 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
-14-
<PAGE>
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.
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 an annuity payment option
must begin no later than one year after 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.
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 amount of the adjusted policy value. If the successor owner is not the
deceased owner's spouse, however, the adjusted policy value must be distributed:
(1) within five years after the date of the deceased owner's death, or (2)
payments under an annuity payment option must begin no later than one year after
the deceased owner's death and must be made for the successor owner's lifetime
or for a period certain (so long as any period certain does not exceed the
successor owner's life expectancy).
Beneficiary. The beneficiary designation in the application will remain in
effect until changed. The owner 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 law requires consent. (If
an irrevocable beneficiary dies, the owner may then designate a new
beneficiary.) The change will take effect as of the date the owner signs the
written notice, whether or not the owner is 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 the owner fails to
specify their interests, they will share equally.
Death of Owner
Federal tax law requires that if any 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 such 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 "Certain Federal
Income Tax Consequences" for a detailed description of these rules. Other rules
may apply to qualified policies.
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.
Ownership under qualified policies is restricted to comply with the Code.
-15-
<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
Code, regulations or published rulings. You can refuse such a change by giving
written notice, but a refusal may result in adverse tax consequences.
Employee and Agent Purchases
The policy may be acquired by an employee or registered representative of any
broker/dealer authorized to sell the policy or their spouse or minor children,
or by an officer, director, trustee or bona-fide full-time employee of PFL or
its affiliated companies or their spouse or minor children. In such a case, PFL
may credit an amount equal to a percentage of each premium payment to the policy
due to lower acquisition costs PFL experiences on those purchases. The credit
will be reported to the Internal Revenue Service as taxable income to the
employee or registered representative. PFL may offer certain employer sponsored
savings plans, in its discretion reduced fees and charges including, but not
limited to, the surrender charges, the mortality and expense risk fee and the
administrative charge for certain sales under circumstances which may result in
savings of certain costs and expenses. In addition, there may be other
circumstances of which PFL is not presently aware which could result in reduced
sales or distribution expenses. Credits to the policy or reductions in these
fees and charges will not be unfairly discriminatory against any owner.
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 Code, as amended, 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.
Tax Status of the Policy
The following discussion is based on the assumption that the policy qualifies as
an annuity contract for federal income tax purposes.
Distribution Requirements. The Code 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
-16-
<PAGE>
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 an owner and any death or change of such primary annuitant shall be
treated as the death of an 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.
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. The withholding rate varies according to the type of distribution
and the owner's tax status. For qualified policies, "eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions such as distributions required by the
Code or distributions in a specified annuity form. The 20% withholding does not
apply, however, if the owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
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;
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.
For qualified plans under Section 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year in which the owner (or plan participant) reaches age 70
1/2. Each owner is responsible for requesting distributions under the policy
that satisfy applicable tax rules.
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 a traditional 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 prior to the distribution of the policy value. Policies intended to qualify
as a traditional individual retirement annuities
-17-
<PAGE>
under Section 408(b) of the Code contain such provisions. Amounts in the IRA
(other than nondeductible contributions) are taxed when distributed from the
IRA. Distributions prior to age 59 1/2 (unless certain exceptions apply) are
subject to a 10% penalty tax.
Section 408 of the Code also indicates that no part of the funds for a
traditional individual retirement account or annuity 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.
Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not deductible
and must be made in cash or as a rollover or transfer from another Roth IRA or
other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject
to tax and other special rules may apply. You should consult a tax adviser
before combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years. The Roth IRA is
available to individuals with earned income and whose adjusted gross income is
under $110,000 for single filers, $160,000 for married filing jointly, and
$10,000 for married filing separately. The amount per individual that may be
contributed to all IRAs (Roth and traditional) is $2,000. Secondly, the
distributions are taxed differently. The Roth IRA offers tax-free distributions
when made from assets which have been held in the account for 5 tax years and
are made after attaining age 59 1/2, to pay for qualified first time homebuyer
expenses (lifetime maximum of $10,000) or due to death or disability. All other
distributions are subject to income tax when made from earnings and may be
subject to a premature withdrawal penalty tax unless an exception applies.
Unlike the traditional IRA, there are no minimum required distributions during
the owner's lifetime; however, required distributions at death are the same.
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. The policy includes a death benefit that in some cases may
exceed the greater of the premium payments or the policy value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the death
benefit may exceed this limitation, employers using the policy in connection
with such plans should consult their tax adviser. 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. The policy includes a death benefit that in some cases may exceed the
greater of the premium payments or the policy value. The death benefit could be
characterized as an incidental benefit, the amount of which is limited in an
pension or profit sharing plan. Because the death benefit may exceed this
limitation, employers using the policy in connection with such plans should
consult their tax adviser.
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
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<PAGE>
governments, local governments, political sub-divisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. 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. For non-governmental Section 457 plans, all such investments,
however, are owned by, and are subject to, the claims of the general creditors
of the sponsoring employer. Depending on the terms of the particular plan, a
non-government 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."
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.
INVESTMENT EXPERIENCE
A "net investment factor" is used to determine the value of accumulation units
and annuity units, and to determine annuity payment rates.
Accumulation Units
Allocations of a premium payment directed to a mutual fund subaccount or target
series subaccount are credited in the form of accumulation units. Each
subaccount has a distinct accumulation unit value. The number of units credited
is determined by dividing the premium payment or amount transferred to the
mutual fund subaccount or target series subaccount by the accumulation unit
value of the mutual fund subaccount or target series subaccount as of the end of
the valuation period during which the allocation is made. For each mutual fund
subaccount or target series subaccount, the accumulation 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 less any applicable charges or fees.
Upon allocation to the selected mutual fund subaccount or target series
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
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<PAGE>
or, in the case of the initial premium payment, when the application is
completed, whichever is later. The value of an accumulation unit was arbitrarily
established at $1 (except 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 is open for trading.
For the mutual fund account, an index (the "net investment 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 net investment 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 net investment factor for any mutual fund subaccount or target series
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 asset value per share of the shares held in the subaccount
determined as of the end of the immediately preceding valuation period.
(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 Double Enhanced Death Benefit) and 1.10%
(for the Return of Premium Death Benefit) of the daily net asset value of
the subaccount, plus the 0.15% administrative charge plus the distribution
financing charge of 0.15%. The distribution financing charge is assessed
only during the first seven policy years and prior to the annuity
commencement date.
Illustration of Mutual Fund Account and Target Account Accumulation Unit Value
Calculations
Formula and Illustration for Determining the Net Investment Factor
Net Investment Factor = (A + B - C) - E
---------
D
Where: A =_____The net asset value of an underlying fund share as of the end of
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
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<PAGE>
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 1.55% on an annual basis for the first seven years and 1.40%
thereafter. On a daily basis, E equals .0000421409 for the first
seven years and .0000380909 thereafter.
<TABLE>
<S> <C>
Then, the net investment factor = (11.57 + 0 - 0) - .0000421409 = Z = 1.0148701398
---------------
(11.40)
for the first seven years, and (11.57 + 0 - 0) - 0000380909 = 1.0148741898 thereafter.
---------------
11.40
Formula and Illustration for Determining Accumulation Unit Value
<CAPTION>
Accumulation Unit Value = A * B
<S> <C>
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 * Y = $ Z
</TABLE>
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
(c) is the investment result adjustment factor for the valuation period.
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 a 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 net investment factor for the target
series subaccounts is very similar to the net investment factor for the mutual
fund account, except that it is based upon the value of the assets in the
subaccount, instead of the net asset value for a mutual fund share. The net
investment factor includes a charge for mortality and expense risks, that is,
the mortality and expense risk fee, and administrative charge.
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<PAGE>
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.
Illustration of Calculations for Annuity Unit Value
and Variable Annuity Payments
Formula and Illustration for Determining Annuity Unit Value
Annuity Unit Value = A * B * 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 * Y * Z = $ Q
Formula and Illustration for Determining Amount of
First Monthly Variable Annuity Payment
First monthly variable annuity payment = A * 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 * $ 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
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<PAGE>
Then, the number of annuity units $ X = Z
---
$ Y
FAMILY INCOME PROTECTOR - HYPOTHETICAL ILLUSTRATION
The amounts shown below are hypothetical guaranteed minimum monthly payment
amounts under the "family income protector" for a $100,000 premium when annuity
payments do not begin until the rider anniversary indicated in the left-hand
column. These figures assume the following:
. there were no subsequent premium payments or withdrawals;
. there were no premium taxes;
. the $100,000 premium is subject to the family income protector;
. the annuitant is (or both annuitants are) 60 years old when the rider is
issued;
. the annual growth rate is 6.0% (once established an annual growth rate will
not change during the life of the family income protector rider); and
. there was no upgrade of the minimum annuitization value.
Six different annuity payment options are illustrated: a male annuitant, a
female annuitant and a joint and survivor annuity, each on a Life Only and a
Life with 10-Year Certain basis. The figures below, which are the amount of the
first monthly payment, are based on an assumed investment return of 3%.
Subsequent payments will never be less than the amount of the first payment
(although subsequent payments are calculated using a 5% assumed investment
return).
Illustrations of guaranteed minimum payments based on other assumptions will be
provided upon request.
<TABLE>
<CAPTION>
Life Only = Life Annuity with No Period Certain Life 10 = Life Annuity with 10 Years Certain
=======================================================================================================
Rider Anniversary at Male Female Joint & Survivor
Exercise Date
=======================================================================================================
Life Only Life 10 Life Only Life 10 Life Only Life 10
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10 (age 70) $1,135 $1,067 $ 976 $ 949 $ 854 $ 852
- -------------------------------------------------------------------------------------------------------
15 1,833 1,634 1,562 1,469 1,332 1,318
- -------------------------------------------------------------------------------------------------------
20 (age 80) 3,049 2,479 2,597 2,286 2,145 2,078
=======================================================================================================
</TABLE>
This hypothetical illustration should not be deemed representative of past or
future performance of any underlying variable investment option.
Withdrawals will affect the minimum annuitization value as follows: Each policy
year, withdrawals up to the limit of the total free amount (the minimum
annuitization value on the last policy anniversary multiplied by the annual
growth rate) reduce the minimum annuitization value on a dollar-for-dollar
basis. Withdrawals over this free amount will reduce the minimum annuitization
value on a pro rata basis by an amount equal to the minimum annuitization value
immediately prior to the excess withdrawal multiplied by the percentage
reduction in the policy value resulting from the excess withdrawal. The free
amount will always be a relatively small fraction of the minimum annuitization
value.
The amount of the first payment provided by the family income protector will be
determined by multiplying each $1,000 of minimum annuitization value by the
applicable annuity factor shown on Schedule I of the family income protector
rider. The applicable annuity factor depends upon the annuitant's (and joint
annuitant's, if any) sex (or without regard to gender if required by law), age,
and the family income protector payment option selected and is based on a
guaranteed interest rate of 3% and the "1983 Table a" mortality table improved
to the year 2000 with projection Scale G. Subsequent payments will be
calculated as described in the family income protector rider using a 5% assumed
investment return. Subsequent payments may fluctuate annually in accordance
with the investment performance of the annuity subaccounts. However, subsequent
payments are guaranteed to never be less than the initial payment.
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<PAGE>
The stabilized payment on each subsequent policy anniversary after annuitization
using the family income protector will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected subaccounts.
The supportable payment is equal to the number of variable annuity units in the
selected subaccounts multiplied by the variable annuity unit values in those
subaccounts on the date the payment is made. The variable annuity unit values
used to calculate the supportable payment will assume a 5% assumed investment
return. If the supportable payment at any payment date during a policy year is
greater than the stabilized payment for that policy year, the excess will be
used to purchase additional annuity units. Conversely, if the supportable
payment at any payment date during a policy year is less than the stabilized
payment for that policy year, there will be a reduction in the number of annuity
units credited to the policy to fund the deficiency. In the case of a
reduction, you will not participate as fully in the future investment
performance of the subaccounts you selected since fewer annuity units are
credited to your policy. Purchases and reductions will be allocated to each
subaccount on a proportionate basis.
PFL bears the risk that it will need to make payments if all annuity units have
been used in an attempt to maintain the stabilized payment at the initial
payment level. In such an event, PFL will make all future payments equal to the
initial payment. Once all the annuity units have been used, the amount of your
payment will not increase or decrease and will not depend upon the performance
of any subaccounts. To compensate PFL for this risk, a stabilized payment fee
will be deducted.
HISTORICAL PERFORMANCE DATA
Money Market Yields
PFL may from time to time disclose the current annualized yield of the Endeavor
Money Market Subaccount, which invests in the Endeavor 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 Endeavor 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 and
income other than investment income) at the end of the 7-day period in the value
of a hypothetical account having a balance of 1 unit of the Endeavor 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 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) * (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 and income other than investment income) 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
Endeavor Money Market Subaccount will be lower than the yield for the Endeavor
Money Market Portfolio. The yield calculations do not reflect the effect of any
premium taxes that may be applicable to a particular policy.
-24-
<PAGE>
PFL may also disclose the effective yield of the Endeavor 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))/365/7/ - 1
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 and income other than investment income) 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.
The yield on amounts held in the Endeavor 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 Endeavor Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Endeavor Money Market Portfolio, the types and quality of portfolio
securities held by the Endeavor Money Market Portfolio and its operating
expenses. For the seven days ended December 31, 1998, the yield of the Endeavor
Money Market Subaccount was 3.083%, and the effective yield was 3.130% for the
5% Annually Compounding Death Benefit and the Double Enhanced Death Benefit. For
the seven days ended December 31, 1998, the yield of the Endeavor Money Market
Subaccount was 3.236%, and the effective yield was 3.288% for the Return of
Premium Death Benefit.
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 series subaccounts
(except the Endeavor 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 and expense risk fee; and (iii) the distribution financing charge. The
30-day yield is calculated according to the following formula:
Yield = 2 * ((((NI - ES)/(U - 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.
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<PAGE>
The yield on amounts held in the mutual fund subaccounts and the target series
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. The types and quality of its investments and its
operating expenses affect a subaccount's actual yield.
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 series 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 series 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 series subaccount will also reflect the manager's fee and other
operating expenses. Total return calculations will reflect the effect of
surrender charges that may be applicable to a particular period. 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.
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. The
non-standard format will be identical to the standard format except that the
surrender charge percentage will be assumed to be 0%.
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.
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<PAGE>
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 Historical 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.
THE TARGET ACCOUNT
What is the Investment Strategy?
The objective of each of the target series subaccounts is to provide an above-
average total return through a combination of dividend income and capital
appreciation. While the objectives of the target series subaccounts are the
same, each target series subaccount follows a different investment strategy (set
forth below) in order to achieve its stated objective.
Each target series subaccount will initially invest in equal amounts in the
common stock described below for each target series subaccount (the common
shares) determined as of a specified business day (initial stock selection
date). The Dow(SM) Target 10 Subaccount will invest in the common stock of the
ten companies in the DJIA that have the highest dividend yield. The Dow(SM)
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 Dow(SM) Target 10
Subaccount. These stocks will be held for approximately one year.
At the initial stock selection date, a percentage relationship among the number
of common shares in a target series subaccount will be established. When
additional funds are deposited into the target series 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 series
subaccount will likewise attempt to replicate the percentage relationship of
common shares. The percentage relationship among the number of common shares in
the target series 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 series subaccount will fluctuate during the year, above and
below the proportion established on a stock selection date. On the last business
day of the 12-month period following the preceding stock selection date (annual
stock selection date), a new percentage relationship will be established among
the number of common shares described above for each target series subaccount on
such date. Common shares may be sold or new equity securities bought so that the
target series subaccount is equally invested in the common stock of each company
meeting the target series subaccount's investment criteria. Thus the target
series 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 Management Co.,
or First Trust Advisers L.P. and have not participated in the creation of the
target series 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
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<PAGE>
will not cause a change in the identity of the common shares included in a
target series 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
series 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 series
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 series subaccount's
selection criteria at that time, and therefore, such common shares would no
longer be chosen for inclusion in the target series 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 series subaccount until the next
annual stock selection date.
Determination of Unit Value; Valuation of Securities
PFL determines the unit value of each target series subaccount each business
day. This daily determination of unit value is made by dividing the total assets
of a target series subaccount, less all of its liabilities, by the total number
of units outstanding at the time the determination is made. This 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. 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 series subaccounts.
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.
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<PAGE>
<TABLE>
<CAPTION>
Name, Age and Address Held With Registrant During Past 5 Years
--------------------- -------------------- -------------------
<S> <C> <C>
*Vincent J. McGuinness, President, Chief Financial From February, 1997 to December 1997,
Jr. (34) Officer (Treasurer), Executive Vice-President, Chief of
and Manager Operations, since March 1997, Director, since
December, 1997, Chief Operating Officer and
since June, 1998, Chief Financial Officer of
Endeavor Group; from September, 1996 to June,
1997, and since June 1998, Chief Financial
Officer, since May, 1996, Director, and from
June, 1997 to October, 1998, Executive Vice
President--Administration and since October
1998, President of Endeavor Management Co.;
since August, 1996, Chief Financial Officer
of VJM Corporation; from May, 1996 to January
1997, Executive Vice President and Director
of Sales, Western Division of Endeavor Group;
since May, 1996, Chief Financial Officer of
McGuinness & Associates; from July, 1993 to
August, 1995 Rocky Mountain Regional
Marketing Director for Endeavor Group;
President, Chief Financial Officer, and
Trustee of Endeavor Series Trust.
*Vincent J. McGuinness (64) Manager Chairman, Chief Executive Officer 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 and until October, 1998,
Endeavor Management Co. and, since February,
1996, McGuinness & Associates; Trustee,
Endeavor Series Trust.
Timothy A. Devine (64) Manager Vice President, Plant Control, Inc.
1424 Dolphin Terrace (landscape contracting and maintenance);
Corona del Mar, California Trustee, Endeavor Series Trust.
92625
Thomas J. Hawekotte (64) Manager President, Thomas Hawekotte, P.C. (law
6007 North Sheridan Road practice); Trustee, Endeavor Series Trust.
Chicago, Illinois 60660
Steven L. Klosterman (47) Manager Since July, 1995, President of Klosterman
5973 Avenida Encinas, #300 Capital Corporation (investment adviser);
Carlsbad, California 92008 Investment Counselor, Robert J. Metcalf &
Associates, Inc. (investment adviser) from
August, 1990 to June, 1995; Trustee, Endeavor
Series Trust.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Name, Age and Address Held With Registrant During Past 5 Years
--------------------- -------------------- -------------------
<S> <C> <C>
Halbert D. Lindquist (53) Manager President, Lindquist, Stephenson & White
1650 E. Fort Lowell Road (investment adviser) and since December, 1987
Suite 203 Tucson Asset Management Inc. (commodity
Tucson, Arizona 85719-2324 trading advisor), and since November, 1987,
Presidio Government Securities, Incorporated
(broker-dealer); since January 1998, Chief
Investment Officer, Blackstone Alternative
Asset Management, Trustee, Endeavor Series
Trust.
Keith H. Wood (63) Manager Since 1972, Chairman and Chief Executive
Officer of Jamison, Eaton & Wood (investment
adviser) and since 1978 to December 1997,
President of Ivory & Sime International, Inc.
(investment adviser); Trustee, Endeavor
Series Trust.
Peter F. Muratore (67) Manager From June, 1989 to March 1998, President of
Too Far OCC Distributors (broker/dealer), a
Posthouse Road subsidiary of Oppenheimer Capital.
Morristown, NJ 07960
*William. L. Busler (56) Manager President, PFL Life Insurance Company;
4333 Edgewood Road N.E. Trustee, Endeavor Series Trust.
Cedar Rapids, Iowa 52499-0001
Michael Pond (45) Executive Vice President - Since November 1, 1998, Executive Vice
Administration and President - Administrator and Compliance of
Compliance Endeavor Group and Endeavor Management Co.
and Chief Investment Officer of Endeavor
Management Co. From November, 1991 to
November, 1996, Chairman and President, the
Preferred Group of Mutual Funds; from
October, 1989 to November, 1996, President of
Caterpillar Securities, Inc. and Caterpillar
Investment Manager, Ltd.
Pamela A. Shelton (50) 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.;
Secretary, Endeavor Series Trust.
</TABLE>
- ------------------
* An "interested person" of the target account as defined in the 1940 Act.
+ Vincent J. McGuinness, Jr. is the son of Vincent J. McGuinness.
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<PAGE>
The "rules and regulations" 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 rules and regulations 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 period ended December 31, 1998, the following compensation
was paid to members of the Board of Managers:
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation From Account and
Name of Person From Account Fund Complex Paid to Managers
- -------------- ------------ -----------------------------
<S> <C> <C>
Vincent J. McGuinness ............................ -0- -0-
Timothy A. Devine ................................ $700.00 $13,075.00
Thomas J. Hawekotte .............................. $700.00 $13,075.00
Steven L. Klosterman ............................. $700.00 $13,075.00
Halbert D. Lindquist ............................. $350.00 $ 8,225.00
R. Daniel Olmstead (retired as of 12/31/98) ..... $700.00 $13,075.00
Keith H. Wood .................................... $700.00 $13,075.00
Vincent J. McGuinness, Jr. ....................... -0- -0-
William L. Busler ................................ -0- -0-
Peter F. Muratore ................................ $700.00 $ 6,700.00
</TABLE>
The Investment Advisory Services
First Trust Advisors L.P. (the "adviser") is the target account's investment
adviser. The adviser manages the assets of each target series 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 Management Co., the target account's manager.
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. Nike Securities
Corporation is an Illinois corporation controlled by Robert Donald Van Kampen.
Under the advisory agreement, the investment adviser provides each target series
subaccount with discretionary investment services. Specifically, the adviser is
responsible for supervising and directing the investments of each target series
subaccount in accordance with each target series subaccount's investment
objective, program, and restrictions as provided in the prospectus and this
Statement of Additional Information. The investment adviser is also responsible
for effecting all security transactions on behalf of each target series
subaccount.
As compensation for its services, the adviser receives a fee of 0.35% of the
average daily net assets of each target series subaccount, which is paid by the
manager. Each target series subaccount's advisory agreement also provides that
the adviser, its directors, officers, employees, and certain other persons
performing specific functions for the target series subaccounts will only be
liable to the target series subaccount for losses resulting from willful
misfeasance, bad faith, gross negligence, or reckless disregard of duty. The
amount that Endeavor Management Co. paid to the adviser during 1998 was $19,594.
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<PAGE>
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 series subaccounts in that they have the same investment
objectives as the target series 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 $11 billion in First Trust unit investment
trusts have been deposited.
The Manager
The target account is managed by Endeavor Management Co. ("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. 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 and Chief Executive
Officer of Endeavor Management Co.
The manager is responsible for providing investment management to the target
account and in the exercise of such responsibility selects an investment adviser
for each of the target series 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, transfer agent and administrator. Pursuant to an
administration agreement, First Data Investor Services Group, Inc. assists the
manager in the performance of its administrative responsibilities to the target
account. For its administrative responsibilities, the target account pays First
Data Investor Services Group a fee of $10,000 per annum per subaccount and any
out-of-pocket fees of the expenses.
As compensation for its services, the manager receives a fee equal to 0.75% of
the average daily net assets of each target series subaccount. The amount that
the target account paid the manager during 1998 was $38,590.
Operating Expenses
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without 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 series 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 series subaccount or the nature of
the services performed and relative applicability to each target series
subaccount. The manager has agreed to limit each target series subaccount's
management fee and operating expenses during its first year of operations to an
annual rate of 1.30% of the target series 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.)
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<PAGE>
Transfer Agent and Custodian
Boston Safe Deposit and Trust Company holds all cash and securities of each
target series subaccount as custodian. First Data Investor Services Group,
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 series subaccounts in common stock
and incurs brokerage costs in connection therewith.
Allocations of transactions by the target series 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
series 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 series
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
or activities in support of sales of the policies. The target account has
adopted a Brokerage Enhancement Plan, whereby all or a portion of certain
brokerage commissions paid by the target series subaccounts may be allocated or
credited to the distributor or other entities marketing the policies, to help
finance sales activities.
The target account did not pay compensation to any affiliated broker of Endeavor
Management Co. or First Trust Advisors L.P. during 1998.
Investment Restrictions
Fundamental policies of the target series subaccounts may not be changed without
the approval of the lesser of (1) 67% of the persons holding voting interests
(generally 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.
Fundamental Policies
As a matter of fundamental policy, each target series subaccount may not:
(1) Borrowing. Borrow money, except each target series 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 series 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 series 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 series subaccounts as security for
indebtedness except as may be necessary in connection with permissible
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<PAGE>
borrowings, in which event such mortgaging, pledging, or hypothecating may
not exceed 30% of each target series 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 series 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 series subaccount
may engage in futures and options transactions and hold warrants.
The investment objective of each target series subaccount is also a fundamental
policy and may not be changed without the necessary approval described above.
Operating Policies
As a matter of operating policy, each target series 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 series 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 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 stated 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
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<PAGE>
"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 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
-35-
<PAGE>
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 SEC 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 series subaccount may also lend common shares to broker-dealers and
financial institutions to realize additional income. As an operating policy, the
target series 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 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
series subaccount must receive any dividends or interest paid by the issuer on
such securities; (c) each target series 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 series subaccount must receive either
interest from the investment of collateral or a fixed fee from the borrower.
Securities loaned by a target series subaccount remain subject to fluctuations
in market value. A target series 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 series subaccount may experience delays in, or be prevented from,
recovering the collateral. During the period that the target series subaccount
seeks to enforce its rights against the borrower, the collateral and the
securities loaned remain subject to fluctuations in market value. The target
series 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 series subaccount may also incur
expenses in enforcing its rights. If a target series 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.
Tax Limitation
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:
. No more than 55% of the value of its total assets represented by any one
investment;
. No more than 70% of the value of its total assets represented by any two
investments;
. No more than 80% of the value of its total assets represented by any
three investments; and
. No more than 90% of the value of its total assets represented by any
four investments.
The target account, through the target series subaccounts, intends to comply
with the section 817(h) diversification requirements. AUSA Life has entered
into an agreement with the manager, who in turn, has entered into a contract
with the adviser, that requires the target series subaccounts be operated in
compliance with
-36-
<PAGE>
Treasury regulations. Therefore, each target series subaccount may deviate from
its stated strategy to the extent necessary to comply with these requirements.
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. The ratings should not be
considered as bearing on the investment performance of 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).
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 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. Owners will also receive
confirmation of each financial transaction and any other reports required by law
or regulation.
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.
AFSG Securities Corporation, an affiliate of PFL, is the principal underwriter
of the policies and may enter into agreements with broker-dealers for the
distribution of the policies. Prior to April 30, 1998, AEGON USA Securities,
Inc. (also an affiliate of PFL) was the principal underwriter. During 1998,
1997, and 1996, the amount paid to AEGON USA Securities, Inc. and/or the broker-
dealers for their services was $8,891,105.79, $29,678,498,
-37-
<PAGE>
and $19,668,001, respectively. During 1998 the amount paid to AFSG Securities
Corporation was $13,075,039.78.
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.
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 Endeavor Series Trust does 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
Endeavor Series Trust 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.
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
-38-
<PAGE>
advisory agreements or any change in a fundamental investment 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 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.
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.
OTHER PRODUCTS
PFL makes other variable annuity policies available that may also be funded
through the mutual fund account and/or the target account. These variable
annuity policies may have different features, such as different investment
options or charges.
CUSTODY OF ASSETS
The assets of each of the mutual fund subaccounts and the target series
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 Endeavor Series Trust held by each of the
mutual fund subaccounts, and of all purchases and sales of common stock held by
each of the target series 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
Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice to
PFL relating to certain matters under the federal securities laws applicable to
the issue and sale of the policies to PFL.
INDEPENDENT AUDITORS
The Financial Statements of PFL as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, and the Financial
Statements of certain subaccounts of PFL Endeavor VA Separate Account (which
comprises the Endeavor Variable Annuity) at December 31, 1998 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.
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<PAGE>
The Financial Statements of the target account at December 31, 1998, and for the
period then ended included in this Statement of Additional Information have been
audited by Ernst & Young LLP.
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.
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 Variable Annuity Account (which
comprises a portion of the PFL Endeavor VA Separate Account) and the Financial
Statements of The PFL Endeavor Target 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.
-40-
<PAGE>
FINANCIAL STATEMENTS--STATUTORY BASIS
PFL LIFE INSURANCE COMPANY
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
<PAGE>
PFL LIFE INSURANCE COMPANY
FINANCIAL STATEMENTS--STATUTORY BASIS
Years ended December 31, 1998, 1997 and 1996
Contents
<TABLE>
<S> <C>
Report of Independent Auditors.............................................. 1
Audited Financial Statements
Balance Sheets--Statutory Basis........................................... 2
Statements of Operations--Statutory Basis................................. 3
Statements of Changes in Capital and Surplus--Statutory Basis............. 4
Statements of Cash Flows--Statutory Basis................................. 5
Notes to Financial Statements--Statutory Basis............................ 6
Statutory-Basis Financial Statement Schedules
Summary of Investments--Other Than Investments in Related Parties......... 24
Supplementary Insurance Information....................................... 25
Reinsurance............................................................... 26
</TABLE>
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Report of Independent Auditors
The Board of Directors
PFL Life Insurance Company
We have audited the accompanying statutory-basis balance sheets of PFL Life
Insurance Company as of December 31, 1998 and 1997, and the related statutory-
basis statements of operations, changes in capital and surplus, and cash flows
for each of the three years in the period ended December 31, 1998. Our audits
also included the accompanying statutory-basis financial statement schedules
required by Article 7 of Regulation S-X. These financial statements and
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa, which practices differ from generally accepted accounting principles.
The variances between such practices and generally accepted accounting
principles also are described in Note 1. The effects on the financial
statements of these variances are not reasonably determinable but are presumed
to be material.
In our opinion, because of the effects of the matters described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of PFL Life Insurance Company at December 31, 1998 and
1997, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1998.
However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of PFL Life Insurance
Company at December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998 in conformity with accounting practices prescribed or permitted by the
Insurance Division, Department of Commerce, of the State of Iowa. Also, in our
opinion, the related financial statement schedules, when considered in
relation to the basic statutory-basis financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Des Moines, Iowa
February 19, 1999
1
<PAGE>
PFL LIFE INSURANCE COMPANY
BALANCE SHEETS--STATUTORY BASIS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31
---------------------
1998 1997
---------- ----------
ADMITTED ASSETS
---------------
<S> <C> <C>
Cash and invested assets:
Cash and short-term investments............................ $ 83,289 $ 23,939
Bonds...................................................... 4,822,442 4,913,144
Stocks:
Preferred................................................ 14,754 2,750
Common (cost: 1998--$34,731; 1997--$33,058).............. 49,448 42,345
Affiliated entities (cost: 1998--$8,060; 1997--$10,798).. 5,613 8,031
Mortgage loans on real estate.............................. 1,012,433 935,207
Real estate, at cost less accumulated depreciation ($9,500
in 1998; $8,655 in 1997):
Home office properties................................... 8,056 8,283
Properties acquired in satisfaction of debt.............. 11,778 11,814
Investment properties.................................... 44,325 36,416
Policy loans............................................... 60,058 57,136
Other invested assets...................................... 76,482 29,864
---------- ----------
Total cash and invested assets......................... 6,188,678 6,068,929
Premiums deferred and uncollected........................... 15,318 16,101
Accrued investment income................................... 65,308 69,662
Receivable from affiliate................................... 643 --
Federal income taxes recoverable............................ 639 --
Transfers from separate accounts............................ 70,866 60,193
Other assets................................................ 29,511 37,624
Separate account assets..................................... 3,348,611 2,517,365
---------- ----------
Total admitted assets.................................. $9,719,574 $8,769,874
========== ==========
<CAPTION>
LIABILITIES AND CAPITAL AND SURPLUS
-----------------------------------
<S> <C> <C>
Liabilities:
Aggregate reserves for policies and contracts:
Life..................................................... $1,357,175 $ 884,018
Annuity.................................................. 3,925,293 4,204,125
Accident and health...................................... 205,736 169,328
Policy and contract claim reserves:
Life..................................................... 9,101 8,635
Accident and health...................................... 48,906 57,713
Other policyholders' funds................................. 162,266 143,831
Remittances and items not allocated........................ 19,690 153,745
Asset valuation reserve.................................... 91,588 69,825
Interest maintenance reserve............................... 50,575 30,287
Federal income taxes payable............................... -- 1,889
Short-term notes payable to affiliates..................... 9,421 16,400
Other liabilities.......................................... 76,766 75,070
Payable for securities..................................... 57,645 --
Payable to affiliates...................................... -- 13,240
Separate account liabilities............................... 3,342,884 2,512,406
---------- ----------
Total liabilities...................................... 9,357,046 8,340,512
Commitments and contingencies
Capital and surplus:
Common stock, $10 par value, 500 shares authorized, 266
issued and outstanding.................................... 2,660 2,660
Paid-in surplus............................................ 154,282 154,282
Unassigned surplus......................................... 205,586 272,420
---------- ----------
Total capital and surplus.............................. 362,528 429,362
---------- ----------
Total liabilities and capital and surplus.............. $9,719,574 $8,769,874
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations, net
of reinsurance:
Life.................................. $ 516,111 $ 202,435 $ 204,872
Annuity............................... 667,920 657,695 725,966
Accident and health................... 178,593 207,982 227,862
Net investment income................... 446,984 446,424 428,337
Amortization of interest maintenance re-
serve.................................. 8,656 3,645 2,434
Commissions and expense allowances on
reinsurance ceded...................... 32,781 49,859 73,931
---------- ---------- ----------
1,851,045 1,568,040 1,663,402
Benefits and expenses:
Benefits paid or provided for:
Life and accident and health bene-
fits................................. 135,184 146,583 147,024
Surrender benefits.................... 732,796 658,071 512,810
Other benefits........................ 152,209 126,495 101,288
Increase (decrease) in aggregate
reserves for policies and contracts:
Life.................................. 473,158 149,575 140,126
Annuity............................... (278,665) (203,139) 188,002
Accident and health................... 36,407 30,059 26,790
Other................................. 17,550 16,998 19,969
---------- ---------- ----------
1,268,639 924,642 1,136,009
Insurance expenses:
Commissions............................. 136,569 157,300 177,466
General insurance expenses.............. 48,018 57,571 57,282
Taxes, licenses and fees................ 19,166 8,715 13,889
Net transfers to separate accounts...... 265,702 297,480 171,785
Other expenses.......................... 1,016 119 526
---------- ---------- ----------
470,471 521,185 420,948
---------- ---------- ----------
1,739,110 1,445,827 1,556,957
---------- ---------- ----------
Gain from operations before federal income
tax expense and net realized capital
gains (losses) on investments............ 111,935 122,213 106,445
Federal income tax expense................ 49,835 43,381 41,177
---------- ---------- ----------
Gain from operations before net realized
capital gains (losses) on investments.... 62,100 78,832 65,268
Net realized capital gains (losses) on
investments (net of related federal
income taxes and amounts transferred to
interest maintenance reserve)............ 3,398 7,159 (3,503)
---------- ---------- ----------
Net income................................ $ 65,498 $ 85,991 $ 61,765
========== ========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Total
Capital
Common Paid-in Unassigned and
Stock Surplus Surplus Surplus
------ -------- ---------- ---------
<S> <C> <C> <C> <C>
Balance at January 1, 1996............... $2,660 $154,129 $ 220,739 $ 377,528
Net income............................. -- -- 61,765 61,765
Change in net unrealized capital
gains................................. -- -- 2,351 2,351
Change in non-admitted assets.......... -- -- (148) (148)
Change in asset valuation reserve...... -- -- (10,930) (10,930)
Dividend to stockholder................ -- -- (20,000) (20,000)
Prior period adjustment................ -- -- 5,025 5,025
Surplus effect of sales of divisions... -- -- (384) (384)
Surplus effect of ceding commissions
associated with the sale of a
division.............................. -- -- 29 29
Amendment of reinsurance agreement..... -- -- 421 421
Change in liability for reinsurance in
unauthorized companies................ -- -- 2,690 2,690
------ -------- --------- ---------
Balance at December 31, 1996............. 2,660 154,129 261,558 418,347
Capital contribution................... -- 153 -- 153
Net income............................. -- -- 85,991 85,991
Change in net unrealized capital
gains................................. -- -- 3,592 3,592
Change in non-admitted assets.......... -- -- (481) (481)
Change in asset valuation reserve...... -- -- (14,974) (14,974)
Dividend to stockholder................ -- -- (62,000) (62,000)
Surplus effect of sale of a division... -- -- (161) (161)
Surplus effect of ceding commissions
associated with the sale of a
division.............................. -- -- 5 5
Amendment of reinsurance agreement..... -- -- 389 389
Surplus effect of reinsurance
agreement............................. -- -- 402 402
Change in liability for reinsurance in
unauthorized companies................ -- -- (1,901) (1,901)
------ -------- --------- ---------
Balance at December 31, 1997............. 2,660 154,282 272,420 429,362
Net income............................. -- -- 65,498 65,498
Change in net unrealized capital
gains................................. -- -- 4,504 4,504
Change in non-admitted assets.......... -- -- (260) (260)
Change in asset valuation reserve...... -- -- (21,763) (21,763)
Dividend to stockholder................ -- -- (120,000) (120,000)
Increase in liability for reinsurance
in unauthorized companies............. -- -- 2,036 2,036
Tax benefit on stock options
exercised............................. -- -- 2,476 2,476
Change in surplus in separate
accounts.............................. -- -- 675 675
------ -------- --------- ---------
Balance at December 31, 1998............. $2,660 $154,282 $ 205,586 $ 362,528
====== ======== ========= =========
</TABLE>
See accompanying notes.
4
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities
Premiums and other considerations, net
of reinsurance......................... $ 1,396,428 $ 1,119,936 $ 1,240,748
Net investment income................... 469,246 452,091 431,456
Life and accident and health claims..... (138,249) (154,383) (147,556)
Surrender benefits and other fund
withdrawals............................ (732,796) (658,071) (512,810)
Other benefits to policyholders......... (152,167) (126,462) (101,254)
Commissions, other expenses and other
taxes.................................. (197,135) (225,042) (248,321)
Net transfers to separate accounts...... (276,375) (319,146) (210,312)
Federal income taxes.................... (72,176) (47,909) (35,551)
Cash paid in conjunction with an
amendment of a reinsurance agreement... -- (4,826) (5,812)
Cash received in connection with a
reinsurance agreement.................. -- 1,477 --
Other, net.............................. (93,095) 89,693 (41,677)
Net cash provided by operating
activities............................. 203,681 127,358 368,911
Investing Activities
Proceeds from investments sold, matured
or repaid:
Bonds and preferred stocks............ 3,347,174 3,284,095 2,112,831
Common stocks......................... 34,564 34,004 27,214
Mortgage loans on real estate......... 192,210 138,162 74,351
Real estate........................... 5,624 6,897 18,077
Cash received from ceding commissions
associated with the sale of a
division............................. -- 8 45
Other................................. 7,210 57,683 22,568
----------- ----------- -----------
3,586,782 3,520,849 2,255,086
Cost of investments acquired:
Bonds and preferred stocks............ (3,251,822) (3,411,442) (2,270,105)
Common stocks......................... (36,379) (37,339) (29,799)
Mortgage loans on real estate......... (257,039) (159,577) (324,381)
Real estate........................... (11,458) (2,013) (222)
Policy loans.......................... (2,922) (2,922) (1,539)
Cash paid in association with the sale
of a division........................ -- (591) (662)
Other................................. (44,514) (15,674) (6,404)
----------- ----------- -----------
(3,604,134) (3,629,558) (2,633,112)
----------- ----------- -----------
Net cash used in investing activities... (17,352) (108,709) (378,026)
Financing Activities
Issuance (repayment) of short-term
intercompany notes payable............. $ (6,979) $ 16,400 $ --
Capital contribution.................... -- 153 --
Dividends to stockholder................ (120,000) (62,000) (20,000)
----------- ----------- -----------
Net cash used in financing activities... (126,979) (45,447) (20,000)
----------- ----------- -----------
Increase (decrease) in cash and short-
term investments....................... 59,350 (26,798) (29,115)
Cash and short-term investments at
beginning of year...................... 23,939 50,737 79,852
----------- ----------- -----------
Cash and short-term investments at end
of year................................ $ 83,289 $ 23,939 $ 50,737
=========== =========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS
(Dollars in thousands)
December 31, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
PFL Life Insurance Company ("the Company") is a stock life insurance company
and is a wholly-owned subsidiary of First AUSA Life Insurance Company ("First
AUSA"), which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is an indirect wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands.
In connection with the sale of certain affiliated business units, the
Company has assumed various blocks of business from these former affiliates
through mergers. In addition, the Company has canceled or entered into several
coinsurance and reinsurance agreements with affiliates and non-affiliates. The
following is a description of those transactions:
. During 1996, the Company sold its North Richland Hills, Texas health
administrative operations known as The Insurance Center. The transaction
resulted in the transfer of substantially all employees and office
facilities to United Insurance Companies, Inc. ("UICI"). All inforce
business will continue to be shared by UICI and the Company and its
affiliates through the existing coinsurance agreements. After a short
transition period, all new business produced by United Group Association,
an independent insurance agency, will be written by the insurance
subsidiaries of UICI and will not be shared with the Company and its
affiliates through coinsurance arrangements. As a result of the sale,
during 1996 the Company transferred $123 in assets, substantially all of
which was cash, and $70 of liabilities. The difference between the assets
and liabilities of $(53) plus a tax credit of $19 was charged directly to
unassigned surplus. During 1997, the Company transferred $591 in assets,
substantially all of which was cash and $343 of liabilities. The difference
between the assets and liabilities of $(248) net of a tax credit of $87 was
charged directly to unassigned surplus.
. On January 1, 1994, the Company entered into an agreement with a non-
affiliate reinsurer to annually increase reinsurance ceded (primarily group
health business) by 2 1/2% through 1997. As a result, during 1996, the
Company transferred $5,991 in assets, including $5,812 of cash and short-
term investments and liabilities of $6,146. The difference between the
assets and liabilities of $155, plus a tax credit of $266 was credited
directly to unassigned surplus. During 1997, the Company transferred $5,045
in assets, including $4,826 of cash and short-term investments, and
liabilities of $5,164. The difference between the assets and liabilities of
$119 plus a tax credit of $270 was credited directly to unassigned surplus.
. During 1993, the Company sold the Oakbrook Division (primarily group health
business). The initial transfer of risk occurred through an indemnity
reinsurance agreement. The policies will then be assumed by the reinsurer
by novation as state regulatory and policyholder approvals are received.
During 1996, the Company paid $539 in association with this sale; the
payment, net of a tax credit of $189, was charged directly to unassigned
surplus. In addition, the Company received from the third party
administrator a ceding commission of one percent of the premiums collected
between January 1, 1994 and December 31, 1996. As a result of the sale, in
1996, the Company received $45 for ceding commissions; the commissions net
of the related tax effect of $(16) were charged directly to unassigned
surplus. Also, during 1996, the Company paid $539 in association with this
sale; this payment, net of a tax credit of $189, was charged directly to
unassigned surplus. In 1997,
6
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the Company received $8 for ceding commissions; the commissions net of the
related tax effect of $3 were credited directly to unassigned surplus.
. During 1997, the Company entered into a reinsurance agreement with a non-
affiliate. As a result of the agreement, the Company received $1,480 of
assets, including $1,477 of cash and short-term securities, and $861 of
liabilities. The difference between the assets and liabilities of $619, net
of a tax effect of $217 was credited directly to unassigned surplus.
Nature of Business
The Company sells individual non-participating whole life, endowment and
term contracts, as well as a broad line of single fixed and flexible premium
annuity products. In addition, the Company offers group life, universal life,
and individual and specialty health coverages. The Company is licensed in 49
states and the District of Columbia. Sales of the Company's products are
primarily through the Company's agents and financial institutions.
Basis of Presentation
The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
Significant estimates and assumptions are utilized in the calculation of
aggregate policy reserves, policy and contract claim reserves, guaranty fund
assessment accruals and valuation allowances on investments. It is reasonably
possible that actual experience could differ from the estimates and
assumptions utilized which could have a material impact on the financial
statements.
The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa ("Insurance Department"), which
practices differ in some respects from generally accepted accounting
principles. The more significant of these differences are as follows: (a)
bonds are generally reported at amortized cost rather than segregating the
portfolio into held-to-maturity (reported at amortized cost), available-for-
sale (reported at fair value), and trading (reported at fair value)
classifications; (b) acquisition costs of acquiring new business are charged
to current operations as incurred rather than deferred and amortized over the
life of the policies; (c) policy reserves on traditional life products are
based on statutory mortality rates and interest which may differ from reserves
based on reasonable assumptions of expected mortality, interest, and
withdrawals which include a provision for possible unfavorable deviation from
such assumptions; (d) policy reserves on certain investment products use
discounting methodologies based on statutory interest rates rather than full
account values; (e) reinsurance amounts are netted against the corresponding
asset or liability rather than shown as gross amounts on the balance sheet;
(f) deferred income taxes are not provided for the difference between the
financial statement and income tax bases of assets and liabilities; (g) net
realized gains or losses attributed to changes in the level of interest rates
in the market are deferred and amortized over the remaining life of the bond
or mortgage loan, rather than recognized as gains or losses in the statement
of operations when the sale is completed; (h) potential declines in the
estimated realizable value of investments are provided for through the
establishment of a formula-determined statutory investment reserve (reported
as a liability), changes to which are charged directly to surplus, rather than
through recognition in the statement of operations for declines in value, when
such declines are judged to be other than temporary; (i) certain assets
designated as "non-admitted assets" have been charged to surplus rather than
being reported as assets; (j) revenues for universal life and investment
products
7
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
consist of premiums received rather than policy charges for the cost of
insurance, policy administration charges, amortization of policy initiation
fees and surrender charges assessed; (k) pension expense is recorded as
amounts are paid; (l) adjustments to federal income taxes of prior years are
charged or credited directly to unassigned surplus, rather than reported as a
component of expense in the statement of operations; (m) gains or losses on
dispositions of business are charged or credited directly to unassigned
surplus rather than being reported in the statement of operations; and (n) a
liability is established for "unauthorized reinsurers" and changes in this
liability are charged or credited directly to unassigned surplus. The effects
of these variances have not been determined by the Company but are presumed to
be material.
In 1998, the National Association of Insurance Commissioners ("NAIC")
adopted codified statutory accounting principles ("Codification").
Codification will likely change, to some extent, prescribed statutory
accounting practices and may result in changes to the accounting practices
that the Company uses to prepare its statutory-basis financial statements.
Codification will require adoption by the various states before it becomes the
prescribed statutory basis of accounting for insurance companies domesticated
within those states. Accordingly, before Codification becomes effective for
the Company, the State of Iowa must adopt Codification as the prescribed basis
of accounting on which domestic insurers must report their statutory-basis
results to the Insurance Department. At this time, it is unclear whether the
State of Iowa will adopt Codification. However, based on current guidance,
management believes that the impact of Codification will not be material to
the Company's statutory-basis financial statements.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturity of one year or less when
purchased to be cash equivalents.
Investments
Investments in bonds (except those to which the Securities Valuation Office
of the NAIC has ascribed a value), mortgage loans on real estate and short-
term investments are reported at cost adjusted for amortization of premiums
and accrual of discounts. Amortization is computed using methods which result
in a level yield over the expected life of the investment. The Company reviews
its prepayment assumptions on mortgage and other asset-backed securities at
regular intervals and adjusts amortization rates retrospectively when such
assumptions are changed due to experience and/or expected future patterns.
Investments in preferred stocks in good standing are reported at cost.
Investments in preferred stocks not in good standing are reported at the lower
of cost or market. Common stocks of unaffiliated and affiliated companies,
which includes shares of mutual funds and real estate investment trusts, are
carried at market value. Real estate is reported at cost less allowances for
depreciation. Depreciation is computed principally by the straight-line
method. Policy loans are reported at unpaid principal. Other invested assets
consist principally of investments in various joint ventures and are recorded
at equity in underlying net assets. Other "admitted assets" are valued,
principally at cost, as required or permitted by Iowa Insurance Laws.
Net realized capital gains and losses are determined on the basis of
specific identification and are recorded net of related federal income taxes.
The Asset Valuation Reserve ("AVR") is established by the Company to provide
for potential losses in the event of default by issuers of certain invested
assets. These amounts are determined using a formula prescribed by the NAIC
and are reported as a liability. The formula for the AVR provides for a
corresponding adjustment for realized gains and losses. Under
8
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
a formula prescribed by the NAIC, the Company defers, in the Interest
Maintenance Reserve ("IMR"), the portion of realized gains and losses on sales
of fixed income investments, principally bonds and mortgage loans,
attributable to changes in the general level of interest rates and amortizes
those deferrals over the remaining period to maturity of the security.
Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or on real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. At December 31, 1998, 1997 and 1996,
the Company excluded investment income due and accrued of $102, $177 and
$1,541, respectively, with respect to such practices.
The Company uses interest rate swaps and caps as part of its overall
interest rate risk management strategy for certain life insurance and annuity
products. The Company entered into several interest rate swap contracts to
modify the interest rate characteristics of the underlying liabilities. The
net interest effect of such swap transactions is reported as an adjustment of
interest income from the hedged items as incurred.
The Company has entered into an interest rate cap agreement to hedge the
exposure of changing interest rates. The cash flows from the interest rate cap
will help offset losses that might occur from changes in interest rates. The
cost of such agreement is included in interest expense ratably during the life
of the agreement. Income received as a result of the cap agreement will be
recognized in investment income as earned. Unamortized cost of the agreements
is included in other invested assets.
Aggregate Policy Reserves
Life, annuity and accident and health benefit reserves are developed by
actuarial methods and are determined based on published tables based on
statutorily specified interest rates and valuation methods that will provide,
in the aggregate, reserves that are greater than or equal to the minimum
required by law.
The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary
Mortality and American Experience Mortality Tables. The reserves are
calculated using interest rates ranging from 2.00 to 6.00 percent and are
computed principally on the Net Level Premium Valuation and the Commissioners'
Reserve Valuation Methods. Reserves for universal life policies are based on
account balances adjusted for the Commissioners' Reserve Valuation Method.
Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 2.50 to 11.25 percent and mortality rates, where appropriate, from a
variety of tables.
Accident and health policy reserves are equal to the greater of the gross
unearned premiums or any required midterminal reserves plus net unearned
premiums and the present value of amounts not yet due on both reported and
unreported claims.
9
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Policy and Contract Claim Reserves
Claim reserves represent the estimated accrued liability for claims reported
to the Company and claims incurred but not yet reported through the statement
date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.
Separate Accounts
Assets held in trust for purchases of variable annuity contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. The assets in the separate accounts are valued at
market. Income and gains and losses with respect to the assets in the separate
accounts accrue to the benefit of the policyholders and, accordingly, the
operations of the separate accounts are not included in the accompanying
financial statements. The separate accounts do not have any minimum guarantees
and the investment risks associated with market value changes are borne
entirely by the policyholders. The Company received variable contract premiums
of $345,319, $281,095 and $227,864 in 1998, 1997 and 1996, respectively. All
variable account contracts are subject to discretionary withdrawal by the
policyholder at the market value of the underlying assets less the current
surrender charge.
Stock Option Plan
AEGON N.V. sponsors a stock option plan for eligible employees of the
Company. Under this plan, certain employees have indicated a preference to
immediately sell shares received as a result of their exercise of the stock
options; in these situations, AEGON N.V. has settled such options in cash
rather than issuing stock to these employees. These cash settlements are paid
by the Company, and AEGON N.V. subsequently reimburses the Company for such
payments. Under statutory accounting principles, the Company does not record
any expense related to this plan, as the expense is recognized by AEGON N.V.
However, the Company is allowed to record a deduction in the consolidated tax
return filed by the Company and certain affiliates. The tax benefit of this
deduction has been credited directly to surplus.
Reclassifications
Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform to the 1998 presentation.
2. FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standard ("SFAS") No. 107, Disclosures
about Fair Value of Financial Instruments, requires disclosure of fair value
information about financial instruments, whether or not recognized in the
statutory-basis balance sheet, for which it is practicable to estimate that
value. SFAS No. 119, Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments, requires additional disclosure about
derivatives. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by
comparisons to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument. SFAS No. 107 and No. 119 exclude
certain financial instruments and all nonfinancial instruments from their
disclosure requirements and allow companies to forego the
10
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
disclosures when those estimates can only be made at excessive cost.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash and short-term investments: The carrying amounts reported in the
balance sheet for these instruments approximate their fair values.
Investment securities: Fair values for fixed maturity securities
(including redeemable preferred stocks) are based on quoted market prices,
where available. For fixed maturity securities not actively traded, fair
values are estimated using values obtained from independent pricing
services or, in the case of private placements, are estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
The fair values for equity securities, including affiliated mutual funds
and real estate investment trusts, are based on quoted market prices.
Mortgage loans and policy loans: The fair values for mortgage loans are
estimated utilizing discounted cash flow analyses, using interest rates
reflective of current market conditions and the risk characteristics of the
loans. The fair value of policy loans is assumed to equal their carrying
value.
Investment contracts: Fair values for the Company's liabilities under
investment-type insurance contracts are estimated using discounted cash
flow calculations, based on interest rates currently being offered for
similar contracts with maturities consistent with those remaining for the
contracts being valued.
Interest rate cap and interest rate swaps: Estimated fair value of the
interest rate cap is based upon the latest quoted market price. Estimated
fair value of interest rate swaps are based upon the pricing differential
for similar swap agreements.
Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure
to changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.
11
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
The following sets forth a comparison of the fair values and carrying values
of the Company's financial instruments subject to the provisions of SFAS No.
107 and No. 119:
<TABLE>
<CAPTION>
December 31
-------------------------------------------
1998 1997
--------------------- ---------------------
Carrying Carrying
Value Fair Value Value Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Admitted Assets
Cash and short-term investments.... $ 83,289 $ 83,289 $ 23,939 $ 23,939
Bonds.............................. 4,822,442 4,900,516 4,913,144 5,046,527
Preferred stocks................... 14,754 14,738 2,750 8,029
Common stocks...................... 49,448 49,448 42,345 42,345
Affiliated common stock............ 5,613 5,613 8,031 8,031
Mortgage loans on real estate...... 1,012,433 1,089,315 935,207 983,720
Policy loans....................... 60,058 60,058 57,136 57,136
Interest rate cap.................. 4,445 725 5,618 1,513
Interest rate swaps................ 1,916 6,667 -- 2,546
Separate account assets............ 3,348,611 3,348,611 2,517,365 2,517,365
Liabilities
Investment contract liabilities.... 4,084,683 4,017,509 4,345,181 4,283,461
Separate account liabilities....... 3,271,005 3,213,251 2,452,205 2,452,205
</TABLE>
3. INVESTMENTS
The carrying value and estimated fair value of investments in debt securities
were as follows:
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated
Value Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1998
Bonds:
United States Government and
agencies........................ $ 150,085 $ 2,841 $ 321 $ 152,605
State, municipal and other
government...................... 62,948 918 1,651 62,215
Public utilities................. 139,732 5,053 2,555 142,230
Industrial and miscellaneous..... 2,068,086 78,141 34,493 2,111,734
Mortgage and other asset-backed
securities...................... 2,401,591 45,185 15,044 2,431,732
---------- -------- ------- ----------
4,822,442 132,138 54,064 4,900,516
Preferred stocks................... 14,754 75 91 14,738
---------- -------- ------- ----------
$4,837,196 $132,213 $54,155 $4,915,254
========== ======== ======= ==========
</TABLE>
12
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated
Value Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1997
Bonds:
United States Government and
agencies........................ $ 188,241 $ 2,562 $ 21 $ 190,782
State, municipal and other
government...................... 61,532 2,584 1,774 62,342
Public utilities................. 121,582 5,384 2,952 124,014
Industrial and miscellaneous..... 1,955,587 85,233 7,752 2,033,068
Mortgage and other asset-backed
securities...................... 2,586,202 55,382 5,263 2,636,321
---------- -------- ------- ----------
4,913,144 151,145 17,762 5,046,527
Preferred stocks................... 2,750 5,279 -- 8,029
---------- -------- ------- ----------
$4,915,894 $156,424 $17,762 $5,054,556
========== ======== ======= ==========
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1998,
by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Carrying Estimated
Value Fair Value
---------- ----------
<S> <C> <C>
Due in one year or less............................... $ 151,747 $ 148,410
Due after one year through five years................. 1,211,064 1,232,329
Due after five years through ten years................ 753,543 761,787
Due after ten years................................... 304,497 326,258
---------- ----------
2,420,851 2,468,784
Mortgage and other asset-backed securities............ 2,401,591 2,431,732
---------- ----------
$4,822,442 $4,900,516
========== ==========
</TABLE>
A detail of net investment income is presented below:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Interest on bonds and notes......................... $374,478 $373,496 $364,356
Dividends on equity investments..................... 1,357 1,460 1,436
Interest on mortgage loans.......................... 77,960 80,266 69,418
Rental income on real estate........................ 6,553 7,501 9,526
Interest on policy loans............................ 4,080 3,400 3,273
Other investment income............................. 2,576 613 1,799
-------- -------- --------
Gross investment income............................. 467,004 466,736 449,808
Investment expenses................................. 20,020 20,312 21,471
-------- -------- --------
Net investment income............................... $446,984 $446,424 $428,337
======== ======== ========
</TABLE>
13
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Proceeds.................................... $3,347,174 $3,284,095 $2,112,831
========== ========== ==========
Gross realized gains........................ $ 48,760 $ 30,094 $ 19,876
Gross realized losses....................... (8,072) (17,265) (19,634)
---------- ---------- ----------
Net realized gains.......................... $ 40,688 $ 12,829 $ 242
========== ========== ==========
</TABLE>
At December 31, 1998, investments with an aggregate carrying value of
$5,935,160 were on deposit with regulatory authorities or were restrictively
held in bank custodial accounts for the benefit of such regulatory authorities
as required by statute.
Realized investment gains (losses) and changes in unrealized gains (losses)
for investments are summarized below:
<TABLE>
<CAPTION>
Realized
---------------------------
Year Ended December 31
---------------------------
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
Debt securities................................... $ 40,688 $ 12,829 $ 242
Short-term investments............................ 1,533 (19) (197)
Equity securities................................. (879) 6,972 1,798
Mortgage loans on real estate..................... 12,637 2,252 (5,530)
Real estate....................................... 3,176 4,252 1,210
Other invested assets............................. (2,523) 1,632 12
-------- -------- -------
54,632 27,918 (2,465)
Tax effect........................................ (22,290) (10,572) (1,235)
Transfer to interest maintenance reserve.......... (28,944) (10,187) 197
-------- -------- -------
Net realized gains (losses)....................... $ 3,398 $ 7,159 $(3,503)
======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Change in Unrealized
---------------------------
Year Ended December 31
---------------------------
1998 1997 1996
-------- ------- ---------
<S> <C> <C> <C>
Debt securities.................................. $(60,604) $40,289 $(115,867)
Equity securities................................ 5,750 5,653 2,929
-------- ------- ---------
Change in unrealized appreciation
(depreciation).................................. $(54,854) $45,942 $(112,938)
======== ======= =========
</TABLE>
Gross unrealized gains and gross unrealized losses on equity securities were
as follows:
<TABLE>
<CAPTION>
December 31
-------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Unrealized gains..................................... $15,980 $10,356 $ 9,590
Unrealized losses.................................... (3,710) (3,836) (8,723)
------- ------- -------
Net unrealized gains................................. $12,270 $ 6,520 $ 867
======= ======= =======
</TABLE>
14
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
During 1998, the Company issued mortgage loans with interest rates ranging
from 5.88% to 7.86%. The maximum percentage of any one mortgage loan to the
value of the underlying real estate at origination was 90% for commercial
loans and 95% for residential loans. Mortgage loans with a carrying value of
$245 were non-income producing for the previous twelve months. Accrued
interest of $89 related to these mortgage loans was excluded from investment
income. The Company requires all mortgaged properties to carry fire insurance
equal to the value of the underlying property.
At December 31, 1998 and 1997, the Company held a mortgage loan loss reserve
in the asset valuation reserve of $16,104 and $11,985, respectively. The
mortgage loan portfolio is diversified by geographic region and specific
collateral property type as follows:
Geographic Distribution
<TABLE>
<CAPTION>
December 31
-------------
1998 1997
----- -----
<S> <C> <C>
South Atlantic............................ 32% 29%
E. North Central.......................... 16 12
Pacific................................... 15 15
Mountain.................................. 10 10
Middle Atlantic........................... 10 7
W. South Central.......................... 6 9
W. North Central.......................... 5 6
E. South Central.......................... 3 8
New England............................... 3 4
</TABLE>
Property Type Distribution
<TABLE>
<CAPTION>
December 31
-------------
1998 1997
----- -----
<S> <C> <C>
Retail.................................... 35% 35%
Office.................................... 30 31
Industrial................................ 21 6
Apartment................................. 12 14
Other..................................... 2 14
</TABLE>
At December 31, 1998, the Company had no investments (excluding U.S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve.
The Company utilizes a variety of off-balance sheet financial instruments as
part of its efforts to hedge and manage fluctuations in the market value of
its investment portfolio attributable to changes in general interest rate
levels and to manage duration mismatch of assets and liabilities. These
instruments include interest rate exchange agreements (swaps and caps),
options, and commitments to extend credit and all involve elements of credit
and market risks in excess of the amounts recognized in the accompanying
financial statements at a given point in time. The contract or notional
amounts of those instruments reflect the extent of involvement in the various
types of financial instruments.
The Company's exposure to credit risk is the risk of loss from a
counterparty failing to perform according to the terms of the contract. That
exposure includes settlement risk (i.e., the risk that the
15
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
counterparty defaults after the Company has delivered funds or securities
under terms of the contract) that would result in an accounting loss and
replacement cost risk (i.e., the cost to replace the contract at current
market rates should the counterparty default prior to settlement date). Credit
loss exposure resulting from nonperformance by a counterparty for commitments
to extend credit is represented by the contractual amounts of the instruments.
At December 31, 1998 and 1997, the Company's outstanding financial
instruments with on and off-balance sheet risks, shown in notional amounts,
are summarized as follows:
<TABLE>
<CAPTION>
Notional Amount
-----------------
1998 1997
-------- --------
<S> <C> <C>
Derivative securities:
Interest rate swaps:
Receive fixed--pay floating............................... $100,000 $100,000
Receive floating (uncapped)--pay floating (capped)........ 53,011 67,229
Receive floating (LIBOR)--pay floating (S&P).............. 60,000 --
Interest rate cap agreements................................ 500,000 500,000
</TABLE>
4. REINSURANCE
The Company reinsures portions of risk on certain insurance policies which
exceed its established limits, thereby providing a greater diversification of
risk and minimizing exposure on larger risks. The Company remains contingently
liable with respect to any insurance ceded, and this would become an actual
liability in the event that the assuming insurance company became unable to
meet its obligation under the reinsurance treaty.
Reinsurance assumption and cession treaties are transacted primarily with
affiliates. Premiums earned reflect the following reinsurance assumed and
ceded amounts:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Direct premiums............................. $1,533,822 $1,312,446 $1,457,450
Reinsurance assumed......................... 2,366 2,038 1,796
Reinsurance ceded........................... (173,564) (246,372) (300,546)
---------- ---------- ----------
Net premiums earned......................... $1,362,624 $1,068,112 $1,158,700
========== ========== ==========
</TABLE>
The Company received reinsurance recoveries in the amount of $173,297,
$183,638 and $168,155 during 1998, 1997 and 1996, respectively. At December
31, 1998 and 1997, estimated amounts recoverable from reinsurers that have
been deducted from policy and contract claim reserves totaled $47,956 and
$60,437, respectively. The aggregate reserves for policies and contracts were
reduced for reserve credits for reinsurance ceded at December 31, 1998 and
1997 of $2,163,905 and $2,434,130, respectively.
At December 31, 1998, amounts recoverable from unauthorized reinsurers of
$55,379 (1997--$73,080) and reserve credits for reinsurance ceded of $49,835
(1997--$78,838) were associated with a single reinsurer and its affiliates.
The Company holds collateral under these reinsurance agreements in the form of
trust agreements totaling $106,226 at December 31, 1998 that can be drawn on
for amounts that remain unpaid for more than 120 days.
16
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
5. INCOME TAXES
For federal income tax purposes, the Company joins in a consolidated tax
return filing with certain affiliated companies. Under the terms of a tax-
sharing agreement between the Company and its affiliates, the Company computes
federal income tax expense as if it were filing a separate income tax return,
except that tax credits and net operating loss carryforwards are determined on
the basis of the consolidated group. Additionally, the alternative minimum tax
is computed for the consolidated group and the resulting tax, if any, is
allocated back to the separate companies on the basis of the separate
companies' alternative minimum taxable income.
Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before federal
income tax expense and net realized capital gains (losses) on investments for
the following reasons:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Computed tax at federal statutory rate (35%)......... $39,177 $42,775 $37,256
Tax reserve adjustment............................... 607 2,004 2,211
Excess tax depreciation.............................. (223) (392) (384)
Deferred acquisition costs--tax basis................ 11,827 4,308 5,583
Prior year under (over) accrual...................... 1,750 (1,016) (499)
Dividend received deduction.......................... (1,053) (941) (454)
Charitable contribution.............................. -- (848) --
Other items--net..................................... (2,250) (2,509) (2,536)
------- ------- -------
Federal income tax expense........................... $49,835 $43,381 $41,177
======= ======= =======
</TABLE>
Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($20,387 at December 31, 1998). To the extent dividends are
paid from the amount accumulated in the policyholders' surplus account, net
earnings would be reduced by the amount of tax required to be paid. Should the
entire amount in the policyholders' surplus account become taxable, the tax
thereon computed at current rates would amount to approximately $7,135.
The Company's federal income tax returns have been examined and closing
agreements have been executed with the Internal Revenue Service through 1987.
During 1996, there was a $5,025 prior period adjustment to the tax accrual.
This included a $2,100 writeoff of an intangible asset for tax purposes, and a
federal income tax refund of $1,829 for tax years 1984 through 1986 and
related interest of $1,686, net of a tax effect of $590. An examination is
underway for years 1993 through 1995.
6. POLICY AND CONTRACT ATTRIBUTES
A portion of the Company's policy reserves and other policyholders' funds
(including separate account liabilities) relates to liabilities established on
a variety of the Company's products that are not subject to significant
mortality or morbidity risk; however, there may be certain restrictions placed
upon
17
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the amount of funds that can be withdrawn without penalty. The amount of
reserves on these products, by withdrawal characteristics, are summarized as
follows:
<TABLE>
<CAPTION>
December 31
-------------------------------------
1998 1997
------------------ ------------------
Percent Percent
of of
Amount Total Amount Total
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with
market value adjustment................. $ 82,048 1% $ 8,912 0%
Subject to discretionary withdrawal at
book value less surrender charge........ 515,778 5 755,300 8
Subject to discretionary withdrawal at
market value............................ 3,211,896 34 2,454,845 27
Subject to discretionary withdrawal at
book value (minimal or no charges or
adjustments)............................ 5,519,265 58 5,821,049 63
Not subject to discretionary withdrawal
provision............................... 228,030 2 203,522 2
---------- --- ---------- ---
9,557,017 100% 9,243,628 100%
Less reinsurance ceded................... 2,124,769 2,372,495
---------- ----------
Total policy reserves on annuities and
deposit fund liabilities................ $7,432,248 $6,871,134
========== ==========
</TABLE>
A reconciliation of the amounts transferred to and from the separate accounts
is presented below:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Transfers as reported in the summary of operations
of the separate accounts statement:
Transfers to separate accounts.................... $345,319 $281,095 $227,864
Transfers from separate accounts.................. 79,808 9,819 75,172
-------- -------- --------
Net transfers to separate accounts.................. 265,511 271,276 152,692
Reconciling adjustments--charges for investment
management, administration fees and contract
guarantees......................................... 191 26,204 19,093
-------- -------- --------
Transfers as reported in the summary of operations
of the life, accident and health annual statement.. $265,702 $297,480 $171,785
======== ======== ========
</TABLE>
18
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next
anniversary date. At December 31, 1998 and 1997, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:
<TABLE>
<CAPTION>
Gross Loading Net
------- ------- -------
<S> <C> <C> <C>
December 31, 1998
Life and annuity:
Ordinary direct first year business................ $ 3,346 $2,500 $ 846
Ordinary direct renewal business................... 21,435 6,365 15,070
Group life direct business......................... 1,171 536 635
Reinsurance ceded.................................. (1,367) (44) (1,323)
------- ------ -------
24,585 9,357 15,228
Accident and health:
Direct............................................. 108 -- 108
Reinsurance ceded.................................. (18) -- (18)
------- ------ -------
Total accident and health............................ 90 -- 90
------- ------ -------
$24,675 $9,357 $15,318
======= ====== =======
December 31, 1997
Life and annuity:
Ordinary direct first year business................ $ 2,316 $1,698 $ 618
Ordinary direct renewal business................... 22,724 6,834 15,890
Group life direct business......................... 1,523 646 877
Reinsurance ceded.................................. (1,464) (81) (1,383)
------- ------ -------
25,099 9,097 16,002
Accident and health:
Direct............................................. 148 -- 148
Reinsurance ceded.................................. (49) -- (49)
------- ------ -------
Total accident and health............................ 99 -- 99
------- ------ -------
$25,198 $9,097 $16,101
======= ====== =======
</TABLE>
At December 31, 1998 and 1997, the Company had insurance in force
aggregating $44,233 and $69,271, respectively, in which the gross premiums are
less than the net premiums required by the standard valuation standards
established by the Insurance Division, Department of Commerce, of the State of
Iowa. The Company established policy reserves of $998 and $1,128 to cover
these deficiencies at December 31, 1998 and 1997, respectively.
7. DIVIDEND RESTRICTIONS
The Company is subject to limitations, imposed by the State of Iowa, on the
payment of dividends to its parent company. Generally, dividends during any
twelve-month period may not be paid, without prior regulatory approval, in
excess of the greater of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to
19
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the availability of unassigned surplus at the time of such dividend, the
maximum payment which may be made in 1999, without the prior approval of
insurance regulatory authorities, is $62,100.
The Company paid dividends to its parent of $120,000, $62,000 and $20,000 in
1998, 1997 and 1996, respectively.
8. RETIREMENT AND COMPENSATION PLANS
The Company's employees participate in a qualified benefit pension plan
sponsored by AEGON. The Company has no legal obligation for the plan. The
Company recognizes pension expense equal to its allocation from AEGON. The
pension expense is allocated among the participating companies based on the
FASB No. 87 expense as a percent of salaries. The benefits are based on years
of service and the employee's compensation during the highest five consecutive
years of employment. Pension expense aggregated $380, $422 and $1,056 for the
years ended December 31, 1998, 1997 and 1996, respectively. The plan is
subject to the reporting and disclosure requirements of the Employee
Retirement and Income Security Act of 1974.
The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k)
of the Internal Revenue Service Code. Employees of the Company who customarily
work at least 1,000 hours during each calendar year and meet the other
eligibility requirements, are participants of the plan. Participants may elect
to contribute up to fifteen percent of their salary to the plan. The Company
will match an amount up to three percent of the participant's salary.
Participants may direct all of their contributions and plan balances to be
invested in a variety of investment options. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974. Expense related to this plan was $233, $226 and $297 for
the years ended December 31, 1998, 1997 and 1996, respectively.
AEGON sponsors supplemental retirement plans to provide the Company's senior
management with benefits in excess of normal pension benefits. The plans are
noncontributory, and benefits are based on years of service and the employee's
compensation level. The plans are unfunded and nonqualified under the Internal
Revenue Service Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also
sponsors an employee stock option plan for individuals employed at least three
years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been
accrued or funded as deemed appropriate by management of AEGON and the
Company.
In addition to pension benefits, the Company participates in plans sponsored
by AEGON that provide postretirement medical, dental and life insurance
benefits to employees meeting certain eligibility requirements. Portions of
the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $62, $62 and $184 for the years ended December 31, 1998, 1997
and 1996, respectively.
9. RELATED PARTY TRANSACTIONS
The Company shares certain offices, employees and general expenses with
affiliated companies.
The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1998,
1997 and 1996, the Company paid $18,706, $18,705 and $17,028, respectively,
for these services, which approximates their costs to the affiliates.
20
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Payables to affiliates bear interest at the thirty-day commercial paper rate
of 4.95% at December 31, 1998. During 1998, 1997 and 1996, the Company paid
net interest of $1,491, $1,188 and $174, respectively, to affiliates.
During 1997, the Company received a capital contribution of $153 in cash
from its parent.
At December 31, 1998 and 1997, the Company has short-term notes payable to
an affiliate of $9,421 and $16,400, respectively. Interest on these notes
accrues at rates ranging from 5.13% to 5.52% at December 31, 1998 and at 5.60%
at December 31, 1997.
During 1998, the Company issued life insurance policies to certain
affiliated companies, covering the lives of certain employees of those
affiliates. Premiums of $174,000 related to these policies were recognized
during the year, and aggregate reserves for policies and contracts are
$181,720 at December 31, 1998.
10. COMMITMENTS AND CONTINGENCIES
The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages, in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of
available facts, that damages arising from such demands will not be material
to the Company's financial position.
The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as
an asset on the Company's balance sheet. Potential future obligations for
unknown insolvencies are not determinable by the Company. The future
obligation has been based on the most recent information available from the
National Organization of Life and Health Insurance Guaranty Associations. The
Company has established a reserve of $17,901 and $17,700 and an offsetting
premium tax benefit of $7,631 and $7,984 at December 31, 1998 and 1997,
respectively, for its estimated share of future guaranty fund assessments
related to several major insurer insolvencies. The guaranty fund expense
(benefit) was $1,985, $(975) and $2,617 for December 31, 1998, 1997 and 1996,
respectively.
11. YEAR 2000 (UNAUDITED)
The term Year 2000 issue generally refers to the improper processing of
dates and incorrect date calculations that might occur in computer software
and hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations
and decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software
that has date-sensitive coding might recognize a code of 00 as the year 1900
rather than the year 2000.
The Company has developed a Year 2000 Project Plan (the "Plan") to address
the Year 2000 issue as it affects the Company's internal IT ("Information
Technology") and non-IT systems, and to assess Year 2000 issues relating to
third parties with whom the Company has critical relationships.
The Plan for addressing internal systems generally includes an assessment of
internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected
21
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
systems and equipment; remediation of identified systems and equipment;
internal testing and certification that each internal system is Year 2000
compliant; and a review of existing and revised business resumption and
contingency plans to address potential Year 2000 issues. The Company has
remediated and tested substantially all of its mission-critical internal IT
systems as of December 31, 1998. The Company continues to remediate and test
certain non-critical internal IT systems, internal non-IT systems and will
continue with a revalidation testing program throughout 1999.
The Company's Year 2000 issues are more complex because a number of its
systems interface with other systems not under the Company's control. The
Company's most significant interfaces and uses of third-party vendor systems
are in the bank, financial services and trust areas. The Company utilizes
various banks to handle numerous types of financial and sales transactions.
Several of these banks also provide trustee and custodial services for the
Company's investment holdings and transactions. These services are critical to
a financial services company such as the Company as its business centers
around cash receipts and disbursements to policyholders and the investment of
policyholder funds. The Company has received written confirmation from its
vendor banks regarding their status on Year 2000. The banks indicate their
dedication to resolving any Year 2000 issues related to their systems and
services prior to December 31, 1999. The Company anticipates that a
considerable effort will be necessary to ensure that its corrected or new
systems can properly interface with those business partners with whom it
transmits and receives data and other information (external systems). The
Company has undertaken specific testing regimes with these third-party
business partners and expects to continue working with its business partners
on any interfacing of systems. However, the timing of external system
compliance cannot currently be predicted with accuracy because the
implementation of Year 2000 readiness will vary from one company to another.
The Company does have some exposure to date-sensitive embedded technology
such as micro-controllers, but the Company views this exposure as minimal.
Unlike other industries that may be equipment intensive, like manufacturing,
the Company is a life insurance, and financial services organization providing
insurance annuities and pension products to its customers. As such, the
primary equipment and electronic devices in use are computers and telephone-
related equipment. This type of hardware can have date-sensitive embedded
technology which could have Year 2000 problems. Because of this exposure, the
Company has reviewed its computer hardware and telephone systems, with
assistance from the applicable vendors, and has upgraded, or replaced, or is
in the process of replacing any equipment that will not properly process date-
sensitive data in the Year 2000 or beyond.
For the Company, a reasonably likely worst case scenario might include one
or more of the Company's significant policyholder systems being non-compliant.
Such an event could result in a material disruption of the Company's
operations. Specifically, a number of the Company's operations could
experience an interruption in the ability to collect and process premiums or
deposits, process claim payments, accurately maintain policyholder
information, accurately maintain accounting records, and/or perform adequate
customer service. Should the worst case scenario occur, it could, dependent
upon its duration, have a material impact on the Company's business and
financial condition. Simple failures can be repaired and returned to
production within a matter of hours with no material impact. Unanticipated
failures with a longer service disruption period could have a more serious
impact. For this reason, the Company is placing significant emphasis on risk
management and Year 2000 business resumption contingency planning in 1999 by
modifying its existing business resumption and disaster recovery plans to
address potential Year 2000 issues.
The actions taken by management under the Year 2000 Project Plans are
intended to significantly reduce the Company's risk of a material business
interruption based on the Year 2000 issues. It should
22
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
be noted that the Year 2000 computer problem, and its resolution, is complex
and multifaceted, and any company's success cannot be conclusively known until
the Year 2000 is reached. In spite of its efforts or results, the Company's
ability to function unaffected to and through the Year 2000 may be adversely
affected by actions (or failure to act) of third parties beyond our knowledge
or control. It is anticipated that there may be problems that will have to be
resolved in the ordinary course of business on and after the Year 2000.
However, the Company does not believe that the problems will have a material
adverse affect on the Company's operations or financial condition.
23
<PAGE>
PFL LIFE INSURANCE COMPANY
SUMMARY OF INVESTMENTS--OTHER THAN
INVESTMENTS IN RELATED PARTIES
December 31, 1998
(Dollars in thousands)
SCHEDULE I
<TABLE>
<CAPTION>
Amount at Which
Market Shown in the
Type of Investment Cost(1) Value Balance Sheet
------------------ ---------- ---------- ---------------
<S> <C> <C> <C>
Fixed Maturities
Bonds:
United States Government and government
agencies and authorities.............. $ 926,370 $ 943,313 $ 926,370
States, municipalities and political
subdivisions.......................... 107,975 114,146 107,975
Foreign governments.................... 54,670 53,950 54,670
Public utilities....................... 139,732 142,230 139,732
All other corporate bonds.............. 3,593,695 3,646,877 3,593,695
Redeemable preferred stock............... 14,754 14,738 14,754
---------- ---------- ----------
Total fixed maturities................... 4,837,196 4,915,254 4,837,196
Equity Securities
Common stocks:
Affiliated entities.................... 8,060 5,613 5,613
Banks, trust and insurance............. 5,935 7,193 7,193
Industrial, miscellaneous and all
other................................. 28,796 42,255 42,255
---------- ---------- ----------
Total equity securities.................. 42,791 55,061 55,061
Mortgage loans on real estate............ 1,012,433 1,012,433
Real estate.............................. 52,381 52,381
Real estate acquired in satisfaction of
debt.................................... 11,778 11,778
Policy loans............................. 60,058 60,058
Other long-term investments.............. 76,482 76,482
Cash and short-term investments.......... 83,289 83,289
---------- ----------
Total investments........................ $6,176,408 $6,188,678
========== ==========
</TABLE>
- -------------------------
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments and adjusted for amortization of premiums or
accrual of discounts.
24
<PAGE>
PFL LIFE INSURANCE COMPANY
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
SCHEDULE III
<TABLE>
<CAPTION>
Future Benefits,
Policy Claims
Benefits Policy and Net Losses and Other
and Unearned Contract Premium Investment Settlement Operating Premiums
Expenses Premiums Liabilities Revenue Income* Expenses Expenses* Written
---------- -------- ----------- ---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31,
1998
Individual life......... $1,355,283 $ -- $ 8,976 $ 514,194 $ 85,258 $ 545,720 $ 87,455 --
Individual health....... 94,294 9,631 12,123 68,963 8,004 48,144 30,442 $ 68,745
Group life and health... 93,405 10,298 36,908 111,547 11,426 82,690 54,352 108,769
Annuity................. 3,925,293 -- -- 667,920 342,296 592,085 298,222 --
---------- ------- ------- ---------- -------- ---------- --------
$5,468,275 $19,929 $58,007 $1,362,624 $446,984 $1,268,639 $470,471
========== ======= ======= ========== ======== ========== ========
Year Ended December 31,
1997
Individual life......... $ 882,003 $ -- $ 8,550 $ 200,175 $ 75,914 $ 211,921 $ 36,185 --
Individual health....... 62,033 9,207 12,821 63,548 5,934 37,706 29,216 $ 63,383
Group life and health... 88,211 11,892 44,977 146,694 11,888 103,581 91,568 143,580
Annuity................. 4,204,125 -- -- 657,695 352,688 571,434 364,216 --
---------- ------- ------- ---------- -------- ---------- --------
$5,236,372 $21,099 $66,348 $1,068,112 $446,424 $ 924,642 $521,185
========== ======= ======= ========== ======== ========== ========
Year Ended December 31,
1996
Individual life......... $ 734,350 $ -- $ 7,240 $ 202,082 $ 66,538 $ 197,526 $ 38,067 --
Individual health....... 39,219 8,680 13,631 55,871 5,263 32,903 29,511 $ 55,678
Group life and health... 78,418 14,702 53,486 174,781 12,877 105,459 122,953 171,320
Annuity................. 4,408,419 -- -- 725,966 343,659 800,121 230,417 --
---------- ------- ------- ---------- -------- ---------- --------
$5,260,406 $23,382 $74,357 $1,158,700 $428,337 $1,136,009 $420,948
========== ======= ======= ========== ======== ========== ========
</TABLE>
- -------------
* Allocations of net investment income and other operating expenses are based
on a number of assumptions and estimates, and the results would change if
different methods were applied.
25
<PAGE>
PFL LIFE INSURANCE COMPANY
REINSURANCE
(Dollars in thousands)
SCHEDULE IV
<TABLE>
<CAPTION>
Assumed Percentage
Ceded to From of Amount
Gross Other Other Net Assumed
Amount Companies Companies Amount to Net
---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31,
1998
Life insurance in force.. $6,384,095 $438,590 $39,116 $5,984,621 .6%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 515,164 $ 3,692 $ 2,366 $ 513,838 .5%
Individual health...... 76,438 7,475 -- 68,963 --
Group life and health.. 255,848 144,301 -- 111,547 --
Annuity................ 686,372 18,096 -- 668,276 --
---------- -------- ------- ---------- ---
$1,533,822 $173,564 $ 2,366 $1,362,624 .2%
========== ======== ======= ========== ===
Year Ended December 31,
1997
Life insurance in force.. $5,025,027 $420,519 $35,486 $4,639,994 .8%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 201,691 $ 3,554 $ 2,038 $ 200,175 1.0%
Individual health...... 73,593 10,045 -- 63,548 --
Group life and health.. 339,269 192,575 -- 146,694 --
Annuity................ 697,893 40,198 -- 657,695 --
---------- -------- ------- ---------- ---
$1,312,446 $246,372 $ 2,038 $1,068,112 .2%
========== ======== ======= ========== ===
Year Ended December 31,
1996
Life insurance in force.. $4,863,416 $477,112 $30,685 $4,416,989 .7%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 204,144 $ 3,858 $ 1,796 $ 202,082 .9%
Individual health...... 68,699 12,828 -- 55,871 --
Group life and health.. 390,296 215,515 -- 174,781 --
Annuity................ 794,311 68,345 -- 725,966 --
---------- -------- ------- ---------- ---
$1,457,450 $300,546 $ 1,796 $1,158,700 .2%
========== ======== ======= ========== ===
</TABLE>
26
<PAGE>
Financial Statements
PFL Endeavor VA Separate Account
The Endeavor Variable Annuity
Year ended December 31, 1998
with Report of Independent Auditors
<PAGE>
PFL Endeavor VA Separate Account
The Endeavor Variable Annuity
Financial Statements
Year ended December 31, 1998
Contents
Report of Independent Auditors.............................................1
Financial Statements
Balance Sheet..............................................................2
Statement of Operations....................................................4
Statements of Changes in Contract Owners' Equity...........................6
Notes to Financial Statements.............................................11
<PAGE>
Report of Independent Auditors
The Board of Directors and Contract Owners
of The Endeavor Variable Annuity,
PFL Life Insurance Company
We have audited the accompanying balance sheet of certain subaccounts of PFL
Endeavor VA Separate Account, which are available for investment by The Endeavor
Variable Annuity contract owners, as of December 31, 1998, and the related
statements of operations for the year then ended and changes in contract owners'
equity for each of the two years in the period then ended. These financial
statements are the responsibility of the Variable Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of mutual fund shares owned as of December 31, 1998 by
correspondence with the mutual funds' transfer agent. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of certain subaccounts of the PFL
Endeavor VA Separate Account, which are available for investment by The Endeavor
Variable Annuity contract owners, at December 31, 1998, and the results of their
operations for the year then ended and changes in their contract owners' equity
for each of the two years in the period then ended in conformity with generally
accepted accounting principles.
/s/ Ernst Young LLP
Des Moines, Iowa
January 29, 1999
1
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
Endeavor Endeavor T. Rowe Price
Money Asset International Endeavor
Market Allocation Stock Value Equity
Total Subaccount Subaccount Subaccount Subaccount
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 31 $ - $ 26 $ - $ -
Investments in mutual funds, at current market
value:
Endeavor Series Trust:
Endeavor Money Market Portfolio 68,268,635 68,268,635 - - -
Endeavor Asset Allocation Portfolio 312,900,487 - 312,900,487 - -
T. Rowe Price International Stock Portfolio 148,867,169 - - 148,867,169 -
Endeavor Value Equity Portfolio 192,139,741 - - - 192,139,741
Dreyfus Small Cap Value Portfolio 118,883,816 - - - -
Dreyfus U. S. Government Securities
Portfolio 59,631,507 - - - -
T. Rowe Price Equity Income Portfolio 198,637,486 - - - -
T. Rowe Price Growth Stock Portfolio 136,489,753 - - - -
Endeavor Opportunity Value Portfolio 30,606,686 - - - -
Endeavor Enhanced Index Portfolio 33,576,240 - - - -
Endeavor Select 50 Portfolio 13,704,334 - - - -
Endeavor High Yield Portfolio 7,053,443 - - - -
WRL Series Fund, Inc.:
Growth Portfolio 512,133,567 - - - -
-----------------------------------------------------------------------------------
Total investments in mutual funds 1,832,892,864 68,268,635 312,900,487 148,867,169 192,139,741
-----------------------------------------------------------------------------------
Total assets $1,832,892,895 $68,268,635 $312,900,513 $148,867,169 $192,139,741
===================================================================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 767 $ 354 $ - $ 36 $ -
-----------------------------------------------------------------------------------
Total liabilities 767 354 - 36 -
Contract owners' equity:
Deferred annuity contracts terminable by
owners 1,832,892,128 68,268,281 312,900,513 148,867,133 192,139,741
-----------------------------------------------------------------------------------
Total liabilities and contract owners' equity $1,832,892,895 $68,268,635 $312,900,513 $148,867,169 $192,139,741
===================================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Balance Sheet(continued)
December 31, 1998
<TABLE>
<CAPTION>
Dreyfus Dreyfus U. S. T. Rowe Price T. Rowe
Small Cap Government Equity Price Growth
Value Securities Income Stock
Subaccount Subaccount Subaccount Subaccount
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Cash $ $ $ $
- 4 - -
Investments in mutual funds, at current market
value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - - -
Endeavor Asset Allocation Portfolio - - - -
T. Rowe Price International Stock Portfol - - - -
Endeavor Value Equity Portfolio - - - -
Dreyfus Small Cap Value Portfolio 118,883,816 - - -
Dreyfus U. S. Government Securities
Portfolio - 59,631,507 - -
T. Rowe Price Equity Income Portfolio - - 198,637,486 -
T. Rowe Price Growth Stock Portfolio - - - 136,489,753
Endeavor Opportunity Value Portfolio - - - -
Endeavor Enhanced Index Portfolio - - - -
Endeavor Select 50 Portfolio - - - -
Endeavor High Yield Portfolio - - - -
WRL Series Fund, Inc.:
Growth Portfolio - - - -
---------------- ------------- --------------- --------------
Total investments in mutual funds 118,883,816 59,631,507 198,637,486 136,489,753
---------------- ------------- --------------- --------------
Total assets $118,883,816 $59,631,511 $198,637,486 $136,489,753
================ ============= =============== ==============
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 19 $ - $ 24 $ 25
---------------- ------------- --------------- --------------
Total liabilities 19 - 24 25
Contract owners' equity:
Deferred annuity contracts terminable by
owners 118,883,797 59,631,511 198,637,462 136,489,728
---------------- ------------- --------------- --------------
Total liabilities and contract owners' equity $118,883,816 $59,631,511 $198,637,486 $136,489,753
================ ============= =============== ==============
<CAPTION>
Endeavor Endeavor
Opportunity Enhanced Endeavor Endeavor
Value Index Select 50 High Yield Growth
Subaccount Sub-account Subaccount Subaccount Subaccount
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 1 $ - $ - $ - $ -
Investments in mutual funds, at current market
value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - - - -
Endeavor Asset Allocation Portfolio - - - - -
T. Rowe Price International Stock Portfol - - - - -
Endeavor Value Equity Portfolio - - - - -
Dreyfus Small Cap Value Portfolio - - - - -
Dreyfus U. S. Government Securities
Portfolio - - - - -
T. Rowe Price Equity Income Portfolio - - - - -
T. Rowe Price Growth Stock Portfolio - - - - -
Endeavor Opportunity Value Portfolio 30,606,686 - - - -
Endeavor Enhanced Index Portfolio - 33,576,240 - - -
Endeavor Select 50 Portfolio - - 13,704,334 - -
Endeavor High Yield Portfolio - - - 7,053,443 -
WRL Series Fund, Inc.:
Growth Portfolio - - - - 512,133,567
-------------- -------------- ------------- ------------ -------------
Total investments in mutual funds 30,606,686 33,576,240 13,704,334 7,053,443 512,133,567
-------------- -------------- ------------- ------------ -------------
Total assets $30,606,687 $33,576,240 $13,704,334 $7,053,443 $512,133,567
============== ============== ============= ============ =============
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ - $ 6 $ 276 $ 15 $ 12
-------------- -------------- ------------- ------------ -------------
Total liabilities - 6 276 15 12
Contract owners' equity:
Deferred annuity contracts terminable by
owners 30,606,687 33,576,234 13,704,058 7,053,428 512,133,555
-------------- -------------- ------------- ------------ -------------
Total liabilities and contract owners' equity $30,606,687 $33,576,240 $13,704,334 $7,053,443 $512,133,567
============== ============== ============= ============ =============
</TABLE>
See accompanying notes.
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Statement of Operations
Year ended December 31, 1998, except as noted
<TABLE>
<CAPTION>
Endeavor Endeavor T. Rowe Price
Money Asset International Endeavor
Market Allocation Stock Value Equity
Total Subaccount Subaccount Subaccount Subaccount
---------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Net investment income (loss) Income:
Dividends $ 75,747,841 $2,607,963 $29,382,122 $ 2,147,616 $ 5,270,960
Expenses:
Administration fee 615,986 13,743 120,428 66,897 66,910
Mortality and expense risk
charge 22,596,580 743,243 4,118,232 2,056,701 2,652,519
---------------- -------------- ---------------- ---------------- ----------------
Net investment income (loss) 52,535,275 1,850,977 25,143,462 24,018 2,551,531
Net realized and unrealized
capital gain (loss) from
investments
Net realized capital gain (loss)
from sales of investments:
Proceeds from sales 247,945,018 49,994,502 40,723,979 23,499,007 20,365,515
Cost of investments sold 177,768,441 49,994,502 25,355,439 18,126,187 10,056,074
---------------- -------------- ---------------- ---------------- ----------------
Net realized capital gain (loss)
from sales of investments 70,176,577 - 15,368,540 5,372,820 10,309,441
Net change in unrealized
appreciation (depreciation) of
investments:
Beginning of the period 289,880,477 - 89,718,354 16,211,906 50,136,268
End of the period 486,416,473 - 94,839,308 29,398,690 47,733,402
---------------- -------------- ---------------- ---------------- ----------------
Net change in unrealized
appreciation (depreciation) of
investments 196,535,996 - 5,120,954 13,186,784 (2,402,866)
---------------- -------------- ---------------- ---------------- ----------------
Net realized and unrealized capital
gain (loss) from investments 266,712,573 - 20,489,494 18,559,604 7,906,575
---------------- -------------- ---------------- ---------------- ----------------
Increase (decrease) from operations $319,247,848 $1,850,977 $45,632,956 $18,583,622 $10,458,106
================ ============== ================ ================ ================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
4
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Statement of Operations(continued)
Year ended December 31, 1998, except as noted
<TABLE>
<CAPTION>
T. Rowe T. Rowe
Dreyfus Dreyfus U.S. Price Price Endeavor
Small Cap Government Equity Growth Opportunity
Value Securities Income Stock Value
Subaccount Subaccount Subaccount Subaccount Subaccount
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net investment income (loss) Income:
Dividends $ 16,067,592 $ 1,505,345 $ 9,001,565 $ 5,002,136 $ 312,013
Expenses:
Administration fee 45,930 11,432 60,606 39,808 8,667
Mortality and expense risk
charge 1,673,092 683,909 2,559,308 1,614,315 379,964
------------------------------------------------------------------------------------
Net investment income (loss) 14,348,570 810,004 6,381,651 3,348,013 (76,618)
Net realized and unrealized
capital gain (loss) from
investments
Net realized capital gain (loss)
from sales of investments:
Proceeds from sales 18,639,922 8,684,956 15,098,466 12,356,125 2,698,237
Cost of investments sold 14,033,986 7,966,320 8,960,810 6,953,550 2,365,721
------------------------------------------------------------------------------------
Net realized capital gain (loss)
from sales of investments 4,605,936 718,636 6,137,656 5,402,575 332,516
Net change in unrealized
appreciation (depreciation) of
investments:
Beginning of the period 24,246,785 2,079,487 32,599,078 21,711,491 1,281,837
End of the period 610,980 3,299,771 32,402,901 40,241,014 1,717,937
------------------------------------------------------------------------------------
Net change in unrealized
appreciation (depreciation) of
investments (23,635,805) 1,220,284 (196,177) 18,529,523 436,100
------------------------------------------------------------------------------------
Net realized and unrealized capital
gain (loss) from investments (19,029,869) 1,938,920 5,941,479 23,932,098 768,616
------------------------------------------------------------------------------------
Increase (decrease) from operations $ (4,681,299) $ 2,748,924 $ 12,323,130 $ 27,280,111 $ 691,998
====================================================================================
<CAPTION>
Endeavor Endeavor Endeavor
Enhanced Select 50 High Yield
Index Subaccount Subaccount Growth
Subaccount (1) (2) Subaccount
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net investment income (loss) Income:
Dividends $ 76,057 $ -- $ -- $ 4,374,472
Expenses:
Administration fee 6,141 1,682 129 173,613
Mortality and expense risk
charge 306,925 146,424 44,695 5,617,253
-------------------------------------------------------------------------
Net investment income (loss) (237,009) (148,106) (44,824) (1,416,394)
Net realized and unrealized
capital gain (loss) from
investments
Net realized capital gain (loss)
from sales of investments:
Proceeds from sales 7,644,832 1,116,547 222,766 46,900,164
Cost of investments sold 5,634,861 1,110,539 232,584 26,977,868
-------------------------------------------------------------------------
Net realized capital gain (loss)
from sales of investments 2,009,971 6,008 (9,818) 19,922,296
Net change in unrealized
appreciation (depreciation) of
investments:
Beginning of the period 1,207,416 -- -- 50,687,855
End of the period 5,456,345 367,289 (101,578) 230,450,414
-------------------------------------------------------------------------
Net change in unrealized
appreciation (depreciation) of
investments 4,248,929 367,289 (101,578) 179,762,559
-------------------------------------------------------------------------
Net realized and unrealized capital
gain (loss) from investments 6,258,900 373,297 (111,396) 199,684,855
-------------------------------------------------------------------------
Increase (decrease) from operations $ 6,021,891 $ 225,191 $ (156,220) $ 198,268,461
=========================================================================
</TABLE>
See accompanying notes.
5
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Statements of Changes in Contract Owners' Equity
Years ended December 31, 1998 and 1997, except as noted
<TABLE>
<CAPTION>
Endeavor Money
Total Market Subaccount
----------------------------------- -----------------------------------
1998 1997 1998 1997
----------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 52,535,275 $ 43,116,192 $ 1,850,977 $ 1,330,291
Net realized capital gain (loss) 70,176,577 26,232,280 -- --
Net change in unrealized appreciation
(depreciation) of investments 196,535,996 114,591,381 -- --
----------------------------------- -----------------------------------
Increase (decrease) from operations 319,247,848 183,939,853 1,850,977 1,330,291
Contract transactions:
Net contract purchase payments 83,278,451 138,269,473 10,252,467 11,624,857
Transfer payments from (to) other
subaccounts or general account 165,055,779 220,708,691 48,735,402 6,852,710
Contract terminations, withdrawals and
other deductions (144,308,952) (92,946,975) (28,079,774) (14,840,552)
----------------------------------- -----------------------------------
Increase (decrease) from contract
transactions 104,025,278 266,031,189 30,908,095 3,637,015
----------------------------------- -----------------------------------
Net increase (decrease) in contract owners'
equity 423,273,126 449,971,042 32,759,072 4,967,306
Contract owners' equity:
Beginning of the period 1,409,619,002 959,647,960 35,509,209 30,541,903
----------------------------------- -----------------------------------
End of the period $ 1,832,892,128 $ 1,409,619,002 $ 68,268,281 $ 35,509,209
=================================== ===================================
</TABLE>
(1) Commencement of operations, May 1, 1997.
(2) Commencement of operations, February 2, 1998.
(3) Commencement of operations, June 2, 1998.
See accompanying notes.
6
<PAGE>
<TABLE>
<CAPTION>
Endeavor Asset Allocation T. Rowe Price International
Subaccount Stock Subaccount
------------------------------- --------------------------------
1998 1997 1998 1997
------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 25,143,462 $ (427,730) $ 24,018 $ (1,052,399)
Net realized capital gain (loss) 15,368,540 6,445,767 5,372,820 1,888,658
Net change in unrealized appreciation
(depreciation) of investments 5,120,954 36,826,419 13,186,784 69,057
------------------------------- --------------------------------
Increase (decrease) from operations 45,632,956 42,844,456 18,583,622 905,316
Contract transactions:
Net contract purchase payments 7,751,120 12,860,591 3,549,278 13,236,900
Transfer payments from (to) other
subaccounts or general account 9,885,194 17,562,521 (1,391,049) 13,758,181
Contract terminations, withdrawals and
other deductions (30,807,589) (21,968,645) (11,831,109) (9,647,406)
------------------------------- --------------------------------
Increase (decrease) from contract
transactions (13,171,275) 8,454,467 (9,672,880) 17,347,675
------------------------------- --------------------------------
Net increase (decrease) in contract owners'
equity 32,461,681 51,298,923 8,910,742 18,252,991
Contract owners' equity:
Beginning of the period 280,438,832 229,139,909 139,956,391 121,703,400
------------------------------- --------------------------------
End of the period $ 312,900,513 $ 280,438,832 $ 148,867,133 $ 139,956,391
=============================== ================================
<CAPTION>
Endeavor Value Equity Dreyfus Small Cap
Subaccount Value Subaccount
------------------------------- ------------------------------
1998 1997 1998 1997
------------------------------- ------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 2,551,531 $ 2,864,422 $ 14,348,570 $ 8,863,905
Net realized capital gain (loss) 10,309,441 4,019,945 4,605,936 2,001,631
Net change in unrealized appreciation
(depreciation) of investments (2,402,866) 22,697,409 (23,635,805) 8,410,867
------------------------------- ------------------------------
Increase (decrease) from operations 10,458,106 29,581,776 (4,681,299) 19,276,403
Contract transactions:
Net contract purchase payments 7,892,609 16,313,887 4,884,428 11,107,879
Transfer payments from (to) other
subaccounts or general account 8,030,869 28,950,236 5,631,072 21,648,973
Contract terminations, withdrawals and
other deductions (11,097,586) (8,540,729) (8,711,899) (6,757,831)
------------------------------- ------------------------------
Increase (decrease) from contract
transactions 4,825,892 36,723,394 1,803,601 25,999,021
------------------------------- ------------------------------
Net increase (decrease) in contract owners'
equity 15,283,998 66,305,170 (2,877,698) 45,275,424
Contract owners' equity:
Beginning of the period 176,855,743 110,550,573 121,761,495 76,486,071
------------------------------- ------------------------------
End of the period $ 192,139,741 $ 176,855,743 $ 118,883,797 $ 121,761,495
=============================== ==============================
</TABLE>
See accompanying notes.
7
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
Years ended December 31, 1998 and 1997, except as noted
<TABLE>
<CAPTION>
Dreyfus U. S. Government T. Rowe Price Equity Income
Securities Subaccount Subaccount
------------------------------- --------------------------------
1998 1997 1998 1997
------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 810,004 $ 489,844 $ 6,381,651 $ 1,154,758
Net realized capital gain (loss) 718,636 246,404 6,137,656 1,236,427
Net change in unrealized appreciation
(depreciation) of investments 1,220,284 1,624,828 (196,177) 23,461,311
---------------- -------------- --------------- ----------------
Increase (decrease) from operations 2,748,924 2,361,076 12,323,130 25,852,496
Contract transactions:
Net contract purchase payments 2,893,052 3,862,119 10,487,935 21,429,035
Transfer payments from (to) other
subaccounts or general account 20,635,333 13,350,264 24,359,021 53,043,260
Contract terminations, withdrawals and
other deductions (4,191,885) (1,850,616) (9,469,152) (4,322,976)
---------------- -------------- --------------- ----------------
Increase (decrease) from contract
transactions 19,336,500 15,361,767 25,377,804 70,149,319
---------------- -------------- --------------- ----------------
Net increase (decrease) in contract owners'
equity 22,085,424 17,722,843 37,700,934 96,001,815
Contract owners' equity:
Beginning of the period 37,546,087 19,823,244 160,936,528 64,934,713
---------------- -------------- --------------- ----------------
End of the period $59,631,511 $ 37,546,087 $198,637,462 $160,936,528
================ ============== =============== ================
</TABLE>
(1) Commencement of operations, May 1, 1997.
(2) Commencement of operations, February 2, 1998.
(3) Commencement of operations, June 2, 1998.
See accompanying notes.
8
<PAGE>
<TABLE>
<CAPTION>
T. Rowe Price Growth Endeavor Opportunity
Stock Subaccount Value Subaccount
--------------------------------- ---------------------------------
1998 1997 1998 1997
---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 3,348,013 $ (494,954) $ (76,618) $ (136,697)
Net realized capital gain (loss) 5,402,575 2,693,884 332,516 24,347
Net change in unrealized appreciation
(depreciation) of investments 18,529,523 14,194,000 436,100 1,281,429
---------------- -------------- -------------- --------------
Increase (decrease) from operations 27,280,111 16,392,930 691,998 1,169,079
Contract transactions:
Net contract purchase payments 8,063,881 12,873,703 2,772,444 7,787,638
Transfer payments from (to) other
subaccounts or general account 12,046,608 20,689,453 7,579,451 11,427,372
Contract terminations, withdrawals and
other deductions (5,988,744) (3,599,923) (1,036,786) (99,996)
---------------- -------------- -------------- --------------
Increase (decrease) from contract
transactions 14,121,745 29,963,233 9,315,109 19,115,014
---------------- -------------- -------------- --------------
Net increase (decrease) in contract owners'
equity 41,401,856 46,356,163 10,007,107 20,284,093
Contract owners' equity:
Beginning of the period 95,087,872 48,731,709 20,599,580 315,487
---------------- -------------- -------------- --------------
End of the period $136,489,728 $95,087,872 $30,606,687 $20,599,580
================ ============== ============== ==============
Endeavor Enhanced Endeavor Select 50
Index Subaccount Subaccount
----------------------------- --------------------
1998 1997 (1) 1998 (2)
-------------- -------------- --------------------
<S> <C> <C> <C>
Operations:
Net investment income (loss) (237,009) (75,722) $ (148,106)
Net realized capital gain (loss) 2,009,971 13,511 6,008
Net change in unrealized appreciation
(depreciation) of investments 4,248,929 1,207,416 367,289
-------------- -------------- --------------------
Increase (decrease) from operations 6,021,891 1,145,205 225,191
Contract transactions:
Net contract purchase payments 5,091,422 3,897,324 5,104,909
Transfer payments from (to) other
subaccounts or general account 9,494,972 8,753,680 8,520,254
Contract terminations, withdrawals and
other deductions (770,341) (57,919) (146,296)
-------------- -------------- --------------------
Increase (decrease) from contract
transactions 13,816,053 12,593,085 13,478,867
-------------- -------------- --------------------
Net increase (decrease) in contract owners'
equity 19,837,944 13,738,290 13,704,058
Contract owners' equity:
Beginning of the period 13,738,290 - -
-------------- -------------- --------------------
End of the period $33,576,234 $13,738,290 $13,704,058
============== ============== ====================
</TABLE>
(1) Commencement of operations, May 1, 1997.
(2) Commencement of operations, February 2, 1998.
(3) Commencement of operations, June 2, 1998.
9
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
Years ended December 31, 1998 and 1997, except as noted
<TABLE>
<CAPTION>
Endeavor High Growth
Yield Subaccount Subaccount
---------------------- -------------------------------
1998 (3) 1998 1997
---------------------- ---------------- --------------
<S> <C> <C> <C>
Operations:
Net investment income (loss) $ (44,824) $ (1,416,394) $ 30,600,474
Net realized capital gain (loss) (9,818) 19,922,296 7,661,706
Net change in unrealized appreciation
(depreciation) of investments (101,578) 179,762,559 4,818,645
---------------------- ---------------- --------------
Increase (decrease) from operations (156,220) 198,268,461 43,080,825
Contract transactions:
Net contract purchase payments 915,210 13,619,696 23,275,540
Transfer payments from (to) other subaccounts
or general account 6,321,348 5,207,304 24,672,041
Contract terminations, withdrawals and other
deductions (26,910) (32,150,881) (21,260,382)
---------------------- ---------------- --------------
Increase (decrease) from contract transactions 7,209,648 (13,323,881) 26,687,199
---------------------- ---------------- --------------
Net increase (decrease) in contract owners'
equity 7,053,428 184,944,580 69,768,024
Contract owners' equity:
Beginning of the period - 327,188,975 257,420,951
---------------------- ---------------- --------------
End of the period $7,053,428 $512,133,555 $327,188,975
====================== ================ ==============
</TABLE>
(1) Commencement of operations, May 1, 1997.
(2) Commencement of operations, February 2, 1998.
(3) Commencement of operations, June 2, 1998.
See accompanying notes.
10
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements
December 31, 1998
1. Organization and Summary of Significant Accounting Policies
Organization
The PFL Endeavor VA Separate Account (the "Mutual Fund Account") is a segregated
investment account of PFL Life Insurance Company ("PFL Life"), an indirect,
wholly-owned subsidiary of AEGON N.V., a holding company organized under the
laws of The Netherlands.
The Mutual Fund Account is registered with the Securities and Exchange
Commission as a Unit Investment Trust pursuant to provisions of the Investment
Company Act of 1940. The Mutual Fund Account consists of sixteen investment
subaccounts, twelve of which are invested in specified portfolios of the
Endeavor Series Trust and one of which is invested in the Growth Portfolio of
the WRL Series Fund Inc. Activity in these thirteen investment subaccounts is
available to contract owners of The Endeavor Variable Annuity and The Endeavor
Platinum Variable Annuity, also issued by PFL Life. The remaining three
subaccounts (not included herein), which are invested in the Merrill Lynch
Variable Series Funds, Inc., are available to the contract owners of the
Endeavor ML Variable Annuity.
The Endeavor Select 50 Subaccount and the Endeavor High Yield Subaccount
commenced operations on February 2, 1998 and June 2, 1998, respectively. The
Endeavor Enhanced Index Subaccount commenced operations on May 1, 1997.
Effective May 1, 1998, the names of the TCW Money Market, TCW Managed Asset
Allocation, Value Equity, Opportunity Value, and Enhanced Index portfolios and
subaccounts were changed to Endeavor Money Market, Endeavor Asset Allocation,
Endeavor Value Equity, Endeavor Opportunity Value, and Endeavor Enhanced Index
portfolios and subaccounts, respectively. The investment advisor of the Endeavor
Series Trust is Endeavor Management Co. The investment advisor of the WRL Series
Fund, Inc. is WRL Investment Management, Inc., a subsidiary of Western Reserve
Life Assurance Co. of Ohio, an affiliate of PFL Life.
Investments
Net purchase payments received by the Mutual Fund Account for the Endeavor
Variable Annuity are invested in the portfolios of the Endeavor Series Trust and
the Growth Portfolio of the WRL Series Fund, Inc. (collectively the "Series
Funds") as selected by the contract owner. Investments are stated at the closing
net asset values per share on December 31, 1998.
11
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
1. Organization and Summary of Significant Accounting Policies (continued)
Realized capital gains and losses from sale of shares in the Series Funds are
determined on the first-in, first-out basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date. Unrealized gains or losses
from investments in the Series Funds are credited or charged to contract owners'
equity.
Dividend Income
Dividends received from the Series Funds investments are reinvested to purchase
additional mutual fund shares.
2. Investments
A summary of the mutual fund investments at December 31, 1998 follows:
<TABLE>
<CAPTION>
Net Asset
Number of Value Per
Shares Held Share Market Value Cost
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Series Trust:
Endeavor Money Market Portfolio 68,268,635.310 $1.00 $ 68,268,635 $ 68,268,635
Endeavor Asset Allocation Portfolio 13,097,550.724 23.89 312,900,487 218,061,179
T. Rowe Price International Stock
Portfolio 9,195,007.351 16.19 148,867,169 119,468,479
Endeavor Value Equity Portfolio 8,862,534.159 21.68 192,139,741 144,406,339
Dreyfus Small Cap Value Portfolio 8,407,624.884 14.14 118,883,816 118,272,836
Dreyfus U. S. Government Securities
Portfolio 4,840,219.714 12.32 59,631,507 56,331,736
T. Rowe Price Equity Income Portfolio 9,912,050.197 20.04 198,637,486 166,234,585
T. Rowe Price Growth Stock Portfolio 5,331,630.960 25.60 136,489,753 96,248,739
Endeavor Opportunity Value Portfolio 2,504,638.780 12.22 30,606,686 28,888,749
Endeavor Enhanced Index Portfolio 2,088,074.602 16.08 33,576,240 28,119,895
Endeavor Select 50 Portfolio 1,285,584.828 10.66 13,704,334 13,337,045
Endeavor High Yield Portfolio 727,909.486 9.69 7,053,443 7,155,021
WRL Series Fund, Inc.:
Growth Portfolio 8,544,214.887 59.939219 512,133,567 281,683,153
================= ================
$1,832,892,864 $1,346,476,391
================= ================
</TABLE>
12
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
2. Investments (continued)
The aggregate cost of purchases and proceeds from sales of investments were as
follows:
<TABLE>
<CAPTION>
Period ended December 31
1998 1997
----------------------------------- --------------------------------
Purchases Sales Purchases Sales
----------------- ----------------- ---------------- ---------------
Endeavor Series Trust:
<S> <C> <C> <C> <C>
Endeavor Money Market Portfolio $ 82,754,569 $ 49,994,502 $ 38,239,132 $ 33,273,026
Endeavor Asset Allocation Portfolio 52,695,950 40,723,979 27,534,413 19,509,405
T. Rowe Price International Stock
Portfolio 13,850,183 23,499,007 27,215,017 10,918,985
Endeavor Value Equity Portfolio 27,742,865 20,365,515 48,167,751 8,576,677
Dreyfus Small Cap Value Portfolio 34,791,919 18,639,922 41,737,335 6,870,346
Dreyfus U. S. Government Securities
Portfolio 28,831,445 8,684,956 19,284,711 3,432,371
T. Rowe Price Equity Income Portfolio 46,857,838 15,098,466 74,619,010 3,314,444
T. Rowe Price Growth Stock Portfolio 29,825,835 12,356,125 36,523,153 7,054,149
Endeavor Opportunity Value Portfolio 11,936,643 2,698,237 19,369,155 390,754
Endeavor Enhanced Index Portfolio 21,223,496 7,644,832 12,598,721 80,972
Endeavor Select 50 Portfolio 14,447,584 1,116,547 - -
Endeavor High Yield Portfolio 7,387,605 222,766 - -
WRL Series Fund, Inc.:
Growth Portfolio 32,159,664 46,900,164 79,588,805 22,300,659
----------------- ----------------- ---------------- ---------------
$ 404,505,596 $ 247,945,018 $ 424,877,203 $ 115,721,788
================= ================= ================ ===============
</TABLE>
13
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity
Contract owners' equity at December 31, 1998, includes an amount of $5,630,857,
which represents the current value of PFL Life's capital contribution of
$2,903,000. A summary of deferred annuity contracts terminable by owners at
December 31, 1998 follows:
<TABLE>
<CAPTION>
Return of Premium Death Benefit
--------------------------------------------------------
Accumulation Units Accumulation Total Contract
Subaccount Owned Unit Value Value
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 51,024,317.036 $ 1.239556 $ 63,247,498
Endeavor Asset Allocation 116,236,043.595 2.535888 294,761,588
T. Rowe Price International Stock 90,839,071.438 1.533035 139,259,476
Endeavor Value Equity 78,666,773.562 2.212928 174,083,906
Dreyfus Small Cap Value 59,347,329.564 1.785929 105,990,117
Dreyfus U. S. Government Securities 41,241,127.664 1.286733 53,066,320
T. Rowe Price Equity Income 83,821,265.291 2.065623 173,143,133
T. Rowe Price Growth Stock 45,596,534.725 2.593121 118,237,832
Endeavor Opportunity Value 18,189,950.241 1.200101 21,829,277
Endeavor Enhanced Index 13,701,547.835 1.577775 21,617,960
Endeavor Select 50 7,340,386.987 1.052609 7,726,557
Endeavor High Yield 6,199,317.634 0.961203 5,958,803
Growth 15,001,694.599 31.898334 478,529,065
-----------------
$ 1,657,451,532
=================
<CAPTION>
5% Annually Compounding Death Benefit and
Double Enhanced Death Benefit
--------------------------------------------------------
Accumulation Units Accumulation Total Contract
Subaccount Owned Unit Value Value
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 4,060,082.004 $ 1.236621 $ 5,020,783
Endeavor Asset Allocation 7,169,923.981 2.529863 18,138,925
T. Rowe Price International Stock 6,282,060.011 1.529380 9,607,657
Endeavor Value Equity 8,178,731.965 2.207657 18,055,835
Dreyfus Small Cap Value 7,236,830.344 1.781675 12,893,680
Dreyfus U. S. Government Securities 5,114,379.634 1.283673 6,565,191
T. Rowe Price Equity Income 12,371,479.613 2.060734 25,494,329
T. Rowe Price Growth Stock 7,055,527.601 2.586964 18,252,396
Endeavor Opportunity Value 7,330,811.955 1.197263 8,776,910
Endeavor Enhanced Index 7,597,253.113 1.574026 11,958,274
Endeavor Select 50 5,686,375.448 1.051197 5,977,501
Endeavor High Yield 1,139,786.018 0.960378 1,904,625
Growth 1,055,990.702 31.822714 33,604,490
-----------------
$ 176,250,596
=================
</TABLE>
14
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
At December 31, 1998 contract owners' equity was comprised of:
<TABLE>
<CAPTION>
Endeavor Endeavor T. Rowe Price
Money Asset International Endeavor
Market Allocation Stock Value Equity
Total Subaccount Subaccount Subaccount Subaccount
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit transactions,
accumulated net
investment income and
realized capital gains $1,346,475,655 $68,268,281 $218,061,205 $119,468,443 $144,406,339
Adjustment for appreciation
(depreciation) to market
value 486,416,473 - 94,839,308 29,398,690 47,733,402
------------------------------------------------------------------------------
Total contract owner's equity $1,832,892,128 $68,268,281 $312,900,513 $148,867,133 $192,139,741
==============================================================================
<CAPTION>
Dreyfus U.S. T. Rowe Price Endeavor
Dreyfus Small Government Equity T. Rowe Price Opportunity
Cap Value Securities Income Growth Stock Value
Subaccount Subaccount Subaccount Subaccount Subaccount
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit transactions,
accumulated net
investment income and
realized capital gains $118,272,817 $56,331,740 $166,234,561 $ 96,248,714 $28,888,750
Adjustment for appreciation
(depreciation) to market
value 610,980 3,299,771 32,402,901 40,241,014 1,717,937
--------------------------------------------------------------------------------
Total contract owner's equity $118,883,797 $59,631,511 $198,637,462 $136,489,728 $30,606,687
================================================================================
<CAPTION>
Endeavor
Enhanced Endeavor Endeavor High
Index Select 50 Yield Growth
Subaccount Subaccount Subaccount Subaccount
---------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit transactions, accumulated net investment
income and realized capital gains $28,119,889 $13,336,769 $7,155,006 $281,683,141
Adjustment for appreciation (depreciation) to
market value 5,456,345 367,289 (101,578) 230,450,414
--------------------------------------------------------------
Total contract owner's equity $33,576,234 $13,704,058 $7,053,428 $512,133,555
==============================================================
</TABLE>
15
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
A summary of changes in contract owners' account units follows:
<TABLE>
<CAPTION>
Endeavor Endeavor T. Rowe Price Endeavor Dreyfus
Money Asset International Value Small Cap
Market Allocation Stock Equity Value
Subaccount Subaccount Subaccount Subaccount Subaccount
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Units outstanding at January 1, 1997 26,461,099 124,998,928 91,462,304 65,227,196 51,124,831
Units purchased 9,943,525 6,326,816 9,576,201 8,741,423 6,378,819
Units redeemed and transferred (6,724,125) (2,205,498) 2,900,205 10,810,680 8,272,065
------------------------------------------------------------------------------
Units outstanding December 31, 1997 29,680,499 129,120,246 103,938,710 84,779,299 65,775,715
Units purchased 8,780,066 5,319,799 3,151,691 4,863,625 3,936,590
Units redeemed and transferred 16,623,834 (11,034,077) (9,969,270) (2,797,418) (3,128,145)
------------------------------------------------------------------------------
Units outstanding December 31, 1998 55,084,399 123,405,968 97,121,131 86,845,506 66,584,160
==============================================================================
<CAPTION>
Dreyfus U.S. T. Rowe T. Rowe Endeavor Endeavor
Government Price Equity Price Growth Opportunity Enhanced
Securities Income Stock Value Index
Subaccount Subaccount Subaccount Subaccount Subaccount
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Units outstanding at January 1, 1997 17,561,826 42,673,040 30,237,848 314,119 -
Units purchased 3,328,912 12,544,614 7,089,232 7,127,057 3,461,400
Units redeemed and transferred 10,011,322 28,388,303 9,206,797 10,365,799 7,823,039
------------------------------------------------------------------------------
Units outstanding December 31, 1997 30,902,060 83,605,957 46,533,877 17,806,975 11,284,439
Units purchased 3,937,425 7,850,910 5,170,894 3,193,899 4,678,116
Units redeemed and transferred 11,516,022 4,735,878 947,291 4,519,888 5,336,246
------------------------------------------------------------------------------
Units outstanding December 31, 1998 46,355,507 96,192,745 52,652,062 25,520,762 21,298,801
=============================================================================
<CAPTION>
Endeavor Endeavor
Select 50 High Yield Growth
Subaccount Subaccount Subaccount
--------------------------------------------
<S> <C> <C> <C>
Units outstanding at January 1, 1997 - - 15,174,482
Units purchased - - 1,266,110
Units redeemed and transferred - - 197,710
--------------------------------------------
Units outstanding December 31, 1997 - - 16,638,302
Units purchased 5,148,085 1,503,092 769,674
Units redeemed and transferred 7,878,677 5,836,012 (1,350,291)
--------------------------------------------
Units outstanding December 31, 1998 13,026,762 7,339,104 16,057,685
============================================
</TABLE>
16
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
4. Administrative, Mortality and Expense Risk Charge
Administrative charges include an annual charge of the lesser of 2% of the
policy value or $35 per contract which will commence on the first policy
anniversary of each contract owner's account. For policies issued on or after
May 1, 1995, this charge is waived if the sum of the premium payments less the
sum of all partial withdrawals equals or exceeds $50,000 on the policy
anniversary. Charges for administrative fees to the variable annuity contracts
are an expense of the Mutual Fund Account. PFL also deducts a daily charge equal
to an annual rate .15% of the contract owner's account for administrative
expenses. For certain policies sold on or after May 1, 1997 during the first
seven policy years, PFL deducts a daily distribution finance charge equal to an
effective rate of .15% of the contract owner's account.
PFL Life deducts a daily charge for assuming certain mortality and expense
risks. For the 5% Annual Compounding Death Benefit and the Double Enhanced Death
Benefit, this charge is equal to an effective annual rate of 1.25% of the value
of the contract owner's individual account. For the Retirement Premium Death
Benefit, the corresponding charge is equal to an effective annual rate of 1.10%
of the value of the contract owner's individual account.
5. Taxes
Operations of the Mutual Fund Account form a part of PFL Life, which is taxed as
a life insurance company under Subchapter L of the Internal Revenue Code of
1986, as amended (the "Code"). The operations of the Mutual Fund Account are
accounted for separately from other operations of PFL Life for purposes of
federal income taxation. The Mutual Fund Account is not separately taxable as a
regulated investment company under Subchapter M of the Code and is not otherwise
taxable as an entity separate from PFL Life. Under existing federal income tax
laws, the income of the Mutual Fund Account, to the extent applied to increase
reserves under the variable annuity contracts, is not taxable to PFL Life.
6. Year 2000 (Unaudited)
The term Year 2000 Issue generally refers to the improper processing of dates
and incorrect date calculations that might occur in computer software and
hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations and
decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software that
has date-sensitive coding might recognize a code of 00 as the year 1900 rather
than the year 2000.
17
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
6. Year 2000 (Unaudited) (continued)
PFL has developed a Year 2000 Project Plan (the Plan) to address the Year 2000
issue as it affects PFL's internal IT and non-IT systems, and to assess Year
2000 issues relating to third parties with whom PFL has critical relationships.
The Plan for addressing internal systems generally includes an assessment of
internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected systems and equipment; remediation
of identified systems and equipment; internal testing and certification that
each internal system is Year 2000 compliant; and a review of existing and
revised business resumption and contingency plans to address potential Year 2000
issues. PFL has remediated and tested substantially all of its mission-critical
internal IT systems as of December 31, 1998. PFL continues to remediate and test
certain non-critical internal IT systems, internal non-IT systems and will
continue with a revalidation testing program throughout 1999.
PFL's Year 2000 issues are more complex because a number of its systems
interface with other systems not under PFL's control. PFL's most significant
interfaces and uses of third-party vendor systems are in the bank, financial
services and trust areas. PFL utilizes various banks to handle numerous types of
financial and sales transactions. Several of these banks also provide trustee
and custodial services for PFL's investment holdings and transactions. These
services are critical to a financial services company such as PFL as its
business centers around cash receipts and disbursements to policyholders and the
investment of policyholder funds. PFL has received written confirmation from its
vendor banks regarding their status on Year 2000. The banks indicate their
dedication to resolving any Year 2000 issues related to their systems and
services prior to December 31, 1999. PFL anticipates that a considerable effort
will be necessary to ensure that its corrected or new systems can properly
interface with those business partners with whom it transmits and receives data
and other information (external systems). PFL has undertaken specific testing
regimes with these third-party business partners and expects to continue working
with its business partners on any interfacing of systems. However, the timing of
external system compliance cannot currently be predicted with accuracy because
the implementation of Year 2000 readiness will vary from one company to another.
PFL does have some exposure to date sensitive embedded technology such as
micro-controllers, but PFL views this exposure as minimal. Unlike other
industries that may be equipment intensive, like manufacturing, PFL is a life
insurance, and financial services organization providing insurance, annuities
and pension products to its customers. As such, the primary equipment and
electronic devices in use are computers and telephone related equipment. This
type of hardware can have date sensitive embedded technology which could have
Year 2000 problems. Because of this exposure, PFL has reviewed its
18
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor Variable Annuity
Notes to Financial Statements (continued)
6. Year 2000 (Unaudited) (continued)
computer hardware and telephone systems, with assistance from the applicable
vendors, and has upgraded, or replaced, or is in the process of replacing any
equipment that will not properly process date sensitive data in the Year 2000 or
beyond. This undertaking has been substantially completed for all operations.
For PFL, a reasonably likely worst case scenario might include one or more of
PFL's significant policyholder systems being non-compliant. Such an event could
result in a material disruption of PFL's operations. Specifically, a number of
PFL's operations could experience an interruption in the ability to collect and
process premiums or deposits, process claim payments, accurately maintain
policyholder information, accurately maintain accounting records, and or perform
adequate customer service. Should the worst case scenario occur, it could,
dependent upon its duration, have a material impact on PFL's business and
financial condition. Simple failures can be repaired and returned to production
within a matter of hours with no material impact. Unanticipated failures with a
longer service disruption period could have a more serious impact. For this
reason, PFL is placing significant emphasis on risk management and Year 2000
business resumption contingency planning in 1999 by modifying its existing
business resumption and disaster recovery plans to address potential Year 2000
issues.
The actions taken by management under the Year 2000 Project Plans are intended
to significantly reduce PFL's risk of a material business interruption based on
the Year 2000 issues. It should be noted that the Year 2000 computer problem,
and its resolution, is complex and multifaceted, and any company's success
cannot be conclusively known until the Year 2000 is reached. In spite of its
efforts or results, PFL's ability to function unaffected to and through the Year
2000 may be adversely affected by actions (or failure to act) of third parties
beyond our knowledge or control. It is anticipated that there may be problems
that will have to be resolved in the ordinary course of business on and after
the Year 2000. However, PFL does not believe that the problems will have a
material adverse affect on PFL's operations or financial condition.
19
<PAGE>
Portfolio Manager Letter
The PFL Endeavor Target Account is subadvised by First Trust Advisors L.P.
("FTA"). FTA manages assets in excess of $12 billion.
The investment philosophy seeks to take advantage of dividend yields. When a
corporation's stock price falls but its dividend remains constant, the dividend
yield rises. Consequently, FTA believes that an excellent way to invest in the
large-cap domestic equity asset class is to buy undervalued corporations with
high dividend yields. These corporations have the potential to outperform the
Dow Jones Industrial Average ("DJIA") and the S&P 500 Index when returning to
favor.
The Dow Target 5 Subaccount July Series will invest in the common stock of the
five companies with the lowest per share price of the ten companies in the DJIA
that have the highest dividend yield as of the last business day before July
1st each year and hold those stocks for the following 12 month period. The Dow
Target 10 Subaccount July Series 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 before July 1st each year and hold those stocks for the following
12 month period.
In the shadow of the 3Q and 4Q 1998 "Asian Crisis", the U.S. financial markets,
as measured by the broad indexes, swooned in August and early September, but
rallied back to finish with the Dow Jones Industrial Average up 16% and the S&P
500 up 26.7% and the technology-heavy NASDAQ Composite up 39.6%. The January 4,
1999 Barron's referred to the U.S. market as the "Teflon Market" because of
above average returns in the face of tepid corporate profits, a credit crunch
caused by the Asian currency collapses and Long Term Capital, the huge hedge
fund, collapse, and the first impeachment of a U.S. president in over 100
years. The Federal Reserve, after rallying Wall Street to bail-out Long Term
Capital in late September, decreased fed fund rates, rallied the bond market,
and thereby, helped the stock market to finish the 4th quarter on an up-leg.
The market had a definite preference for growth instead of value. The Dow
Target 5 and The Dow Target 10, both value oriented strategies, were unable to
keep pace with the ever climbing DJIA Index as strategy stocks failed to keep
pace with the best performers of the DJIA index which included retailer Wal-
Mart, technology driven IBM, and fast-food chain McDonalds. While the Dow
Target 5 & Dow Target 10 had good performance relative to the mean return of
the strategy, and the DJIA, their relative return compared to the DJIA
underperformed.
First Trust Advisors, L.P.
-2-
<PAGE>
Schedule of Investments
PFL Endeavor Target Account
Dow Target 5--July Series Subaccount
December 31, 1998
<TABLE>
<CAPTION>
Shares Value
------ -----------
<S> <C> <C>
COMMON STOCK--102.1%
Automotives--19.3%
General Motors Corporation............................... 38,515 $ 2,758,637
-----------
Consumer Products--24.5%
Philip Morris Companies, Inc............................. 65,348 3,496,118
-----------
Machinery--15.7%
Caterpillar, Inc......................................... 48,646 2,237,716
-----------
Paper & Paper Products--18.8%
International Paper Company.............................. 59,820 2,680,684
-----------
Telecommunications--23.8%
AT&T Corporation......................................... 45,032 3,388,658
-----------
Total Common Stock
(Cost $13,341,560)............................................. 14,561,813
-----------
TOTAL INVESTMENTS
(Cost $13,341,560*)....................................... 102.1% 14,561,813
OTHER ASSETS AND LIABILITIES (Net)......................... -2.1% (305,212)
------ -----------
NET ASSETS................................................. 100.0% $14,256,601
====== ===========
</TABLE>
*Aggregate cost for federal tax purposes.
See accompanying notes
-3-
<PAGE>
Schedule of Investments
PFL Endeavor Target Account
Dow Target 10--July Series Subaccount
December 31, 1998
<TABLE>
<CAPTION>
Shares Value
------ -----------
<S> <C> <C>
COMMON STOCK--104.2%
Automotives--10.7%
General Motors Corporation............................... 15,264 $ 1,093,284
-----------
Consumer Products--13.6%
Philip Morris Companies, Inc............................. 25,890 1,385,115
-----------
Diversified Manufacturing--8.9%
Minnesota Mining & Manufacturing Company................. 12,407 905,711
-----------
Financial Services--8.9%
J.P. Morgan & Company, Inc............................... 8,701 914,149
-----------
Machinery--8.7%
Caterpillar, Inc......................................... 19,284 887,064
-----------
Miscellaneous Manufacturing Industries--9.8%
Eastman Kodak Company.................................... 13,952 1,004,544
-----------
Oil & Gas Extraction--10.2%
Exxon Corporation........................................ 14,303 1,045,907
-----------
Paper & Paper Products--10.4%
International Paper Company.............................. 23,712 1,062,594
-----------
Petroleum Refining--9.9%
Chevron Corporation...................................... 12,270 1,017,643
-----------
Telecommunications--13.1%
AT&T Corporation......................................... 17,854 1,343,513
-----------
Total Common Stock
(Cost $10,270,166)............................................. 10,659,524
-----------
TOTAL INVESTMENTS
(Cost $10,270,166*)....................................... 104.2% 10,659,524
OTHER ASSETS AND LIABILITIES (Net)......................... -4.2% (431,792)
------ -----------
NET ASSETS................................................. 100.0% $10,227,732
====== ===========
</TABLE>
*Aggregate cost for federal tax purposes.
See accompanying notes
-4-
<PAGE>
Statement of Assets and Liabilities
PFL Endeavor Target Account
December 31, 1998
<TABLE>
<CAPTION>
Dow Target 5 Dow Target 10
July Series July Series
Total Subaccount Subaccount
----------- ------------ -------------
<S> <C> <C> <C>
Assets
Investment in securities, at market
value $25,221,337 $14,561,813 $10,659,524
Cash 200,014 198,522 1,492
Receivable from investment manager 8,635 1,456 7,179
Dividends and/or interest receivable 69,228 40,121 29,107
----------- ----------- -----------
Total assets $25,499,214 $14,801,912 $10,697,302
=========== =========== ===========
Liabilities and contract owners'
equity
Liabilities:
Payable for investment securities
purchased $ 817,773 $ 545,311 $ 272,462
Payable to custodian 197,108 -- 197,108
----------- ----------- -----------
Total liabilities 1,014,881 545,311 469,570
Contract owners' equity
Deferred annuity contracts terminable
by owners 24,484,333 14,256,601 10,227,732
----------- ----------- -----------
Total liabilities and contract
owner's equity $25,499,214 $14,801,912 $10,697,302
=========== =========== ===========
</TABLE>
See accompanying notes
-5-
<PAGE>
Statement of Operations
PFL Endeavor Target Account
Period from July 1, 1998 (commencement of operations) through December 31, 1998
<TABLE>
<CAPTION>
Dow Target 5 Dow Target 10
July Series July Series
Total Subaccount Subaccount
---------- ------------ -------------
<S> <C> <C> <C>
Net investment income
Investment income:
Dividends $ 169,645 $ 96,171 $ 73,474
---------- ---------- --------
Total investment income 169,645 96,171 73,474
---------- ---------- --------
Expenses:
Mortality and expense risk charge 86,226 49,425 36,801
Investment management fee 41,982 24,054 17,928
Custodian fees 8,056 4,028 4,028
Transfer agent fees 6,376 2,902 3,474
Legal fees 169 58 111
Audit fees 3,491 2,046 1,445
Organization expenses 37,880 18,940 18,940
Trustee fees and expenses 5,015 3,204 1,811
Printing 1,513 762 751
Administration fee 390 232 158
---------- ---------- --------
Total gross expenses 191,098 105,651 85,447
Less:
Waiver/reimbursement from investment
manager (26,373) (11,453) (14,920)
Credits allowed by custodian (5,341) (2,848) (2,493)
---------- ---------- --------
Total net expenses 159,384 91,350 68,034
---------- ---------- --------
Net investment income 10,261 4,821 5,440
---------- ---------- --------
Net unrealized appreciation from
investments
Net change in unrealized appreciation
of investments:
Beginning of the period -- -- --
End of the period 1,609,611 1,220,253 389,358
---------- ---------- --------
Net change in unrealized appreciation
of investments 1,609,611 1,220,253 389,358
---------- ---------- --------
Increase from operations $1,619,872 $1,225,074 $394,798
========== ========== ========
</TABLE>
See accompanying notes
-6-
<PAGE>
Statement of Changes in Contract Owners' Equity
PFL Endeavor Target Account
Period from July 1, 1998 (commencement of operations) through December 31, 1998
<TABLE>
<CAPTION>
Dow Target 5 Dow Target 10
July Series July Series
Total Subaccount Subaccount
----------- ------------ -------------
<S> <C> <C> <C>
Operations
Net investment income $ 10,261 $ 4,821 $ 5,440
Net change in unrealized
appreciation of investments 1,609,611 1,220,253 389,358
----------- ----------- -----------
Increase from operations 1,619,872 1,225,074 394,798
----------- ----------- -----------
Contract transactions
Net contract purchase payments 16,360,693 9,410,629 6,950,064
Transfer payments from other
subaccounts or general account 6,753,903 3,801,466 2,952,437
Contract terminations, withdrawals,
and other deductions (250,135) (180,568) (69,567)
----------- ----------- -----------
Increase from contract transactions 22,864,461 13,031,527 9,832,934
----------- ----------- -----------
Net increase in contract owners'
equity 24,484,333 14,256,601 10,227,732
Contract owner's equity
Beginning of the period -- -- --
----------- ----------- -----------
End of the period $24,484,333 $14,256,601 $10,227,732
=========== =========== ===========
</TABLE>
See accompanying notes
-7-
<PAGE>
Notes to Financial Statements
PFL Endeavor Target Account
December 31, 1998
1.Organization and Summary of Significant Accounting Policies
Organization:
The PFL Endeavor Target Account (the Target Account) is a segregated investment
subaccount of PFL Life Insurance Company (PFL Life), an indirect wholly-owned
subsidiary of AEGON N.V., a holding company organized under the laws of The
Netherlands.
The Target Account is registered with the Securities and Exchange Commission
(SEC) as an open-end management investment company pursuant to provisions of
the Investment Company Act of 1940. The SEC, however, does not supervise the
management or the investment practices or policies of the Target Account. The
Target Account is currently divided into two investment subaccounts, Dow Target
5--July Series (Target 5) and Dow Target 10--July Series (Target 10).
Investment activity in these investment subaccounts is available for investment
to contract owners of The Endeavor Variable Annuity, The Endeavor Platinum
Variable Annuity, and The Endeavor ML Variable Annuity (the Variable
Annuities), issued by PFL Life. Net purchase payments received by the Target
Account for the Variable Annuities are invested in the subaccounts as selected
by the contract owner. The Target 5 and Target 10 commenced operations on July
1, 1998.
Portfolio Valuation:
The Target Account's investments are valued at market value as determined using
the last reported sale price at the close of the New York Stock Exchange on
December 31, 1998.
Securities Transactions and Investment Income:
Securities transactions are recorded as of the trade date. Realized gains and
losses from securities transactions are recorded on the identified cost basis.
Dividend income is recorded on the ex-dividend date. Unrealized gains or losses
from investments are credited or charged to contract owners equity.
Concentration of Risk:
An investment in the Target Account may be subject to additional risk due to
the relative lack of diversity in its portfolio.
Income Taxes:
Operations of the Target Account form a part of PFL Life, which is taxed as a
life insurance company under Subchapter L of the Internal Revenue Code of 1986,
as amended (the "Code"). The operations of the Target Account are accounted for
separately from other operations of PFL Life for purposes of federal income
taxation. The Target Account is not separately taxable as a regulated
investment company under Subchapter M of the Code and is not otherwise taxable
as an entity separate from PFL Life. Under existing federal income tax laws,
the income of the Target Account, to the extent applied to increase reserves
under the variable annuity contracts, is not taxable to PFL Life.
2.Fees and Expenses
The Target Account is managed by Endeavor Investment Advisers (the "Investment
Manager") pursuant to a management agreement. The Investment Manager is a
general partnership of which Endeavor Management Co. is the managing partner.
The limited partner in the Investment Manager is AUSA Financial Markets, Inc.,
an affiliate of PFL Life. The Investment Manager is responsible for providing
investment management and
-8-
<PAGE>
Notes to Financial Statements
PFL Endeavor Target Account
December 31, 1998
2.Fees and Expenses (continued)
administrative services to the Target Account. First Trust Advisers L.P. (the
Adviser) is the Account's investment Adviser. As compensation for these
services, the Target Account pays the Investment Manager a monthly fee based on
a percentage of the average daily net assets at the annual rate of 0.75% for
each Subaccount. In addition, the Investment Manager pays the Adviser a fee
equal to 0.35% of the average daily net assets.
The subaccounts pay all expenses not assumed by the Investment Manager. First
Data Investor Services Group, Inc. (Investor Services Group), a wholly-owned
subsidiary of First Data Corporation, serves as Administrator to the
Subaccounts and is paid a flat fee of $10,000 per annum for each Subaccount.
Investor Services Group also serves as the Fund's transfer agent.
From time to time the Investment Manager may waive a portion or all of the fees
otherwise payable to it and/or reimburse the Target Account for expenses. The
Investment Manager has voluntarily undertaken to waive its fees and has agreed
to bear certain expenses to ensure that total expenses do not exceed 1.30% of
the Subaccount's average daily net assets. For the period ended December 31,
1998, the Investment Manager waived and reimbursed expenses of $26,373. Boston
Safe Deposit and Trust Company (BSDT), an indirect wholly-owned subsidiary of
Mellon Bank Corporation, serves as the Subaccount's custodian. BSDT has agreed
to compensate the Target Account and decrease custody fees for cash balances
left uninvested by each Subaccount. For the period ended December 31, 1998, the
Target Account's expenses were reduced by a total of $5,341.
No director, officer or employee of the Investment Manager, Endeavor Management
Co., the Advisers or Investor Services Group received any compensation from the
Fund for serving as an officer or Trustee of the Fund. The Target Account pays
each Trustee who is not a director, officer or employee of the Investment
Manager, Endeavor Management Co., the Advisers, Investor Services Group or any
of their affiliates $1,000 per annum plus $100 per regularly scheduled meeting
attended and reimburses them for travel and out-of-pocket expenses.
Administrative charges include an annual charge of the lesser of 2% of the
policy value or $35 per contract which will commence on the first policy
anniversary of each contract owner's account. For policies issued on or after
May 1, 1995, the fee is waived if the sum of the premium payments less the sum
of all partial withdrawals is at least $50,000 on the policy anniversary.
Charges for administrative fees to the variable annuity contracts are an
expense of the Target Account.
PFL Life deducts a daily charge for assuming certain mortality and expense
risks. 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
value of the contract owners' individual account. For the Return of Premium
Death Benefit, the corresponding charge is equal to an effective annual rate of
1.10% of the value of the contract owners' individual account. PFL Life also
deducts a daily administrative charge equal to an annual rate of .15% of the
contract owners' account for administrative expenses. For certain policies of
Endeavor Variable Annuity and of Endeavor ML Variable annuity sold on or after
May 1, 1997, during the first seven policy years, PFL deducts a daily
Distribution Finance Charge equal to an effective annual rate of .15% of the
contract owners' account. For certain policies of Endeavor Platinum Variable
Annuity sold on or after May 1, 1997, during the first ten policy years, PFL
deducts a daily Distribution Finance Charge equal to an effective annual rate
of .25% of the contract owners' account.
-9-
<PAGE>
Notes to Financial Statements
PFL Endeavor Target Account
December 31, 1998
3.Securities Transactions
For the period ended December 31, 1998 the aggregate cost of purchases of
securities for the Target 5 and Target 10 Subaccounts were $13,341,560 and
$10,270,166, respectively.
Net unrealized appreciation of investments at December 31, 1998 was composed of
the following:
<TABLE>
<CAPTION>
Gross Gross Net
Unrealized Unrealized Unrealized
Appreciation (Depreciation) Appreciation
------------ -------------- ------------
<S> <C> <C> <C>
Dow Target 5--July Series Subaccount $1,294,405 $ (74,152) $1,220,253
Dow Target 10--July Series Subaccount 557,286 (167,928) 389,358
</TABLE>
4.Contract Owners' Equity
A summary of deferred annuity contracts terminable by owners at December 31,
1998 follows:
<TABLE>
<CAPTION>
5% Annually Compounding Death Benefit
Return of Premium Death Benefit or Annual Step-Up Death Benefit
------------------------------------------ -----------------------------------------
Accumulation Accumulation Total Accumulation Accumulation Total
Units Owned Unit Value Contract Value Units Owned Unit Value Contract Value
--------------------------- -------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Dow Target 5 July Series Subaccount:
PFL Endeavor Variable
Annuity 1,687,953.146 $1.122170 $1,894,170 4,444,952.078 $1.121334 $4,984,276
PFL Endeavor ML
Variable Annuity 175,737.901 1.122170 197,208 662,269.122 1.121334 742,625
Endeavor Platinum
Variable Annuity 2,070,741.956 1.121610 2,322,565 3,672,232.106 1.120778 4,115,757
---------- ----------
$4,413,943 $9,842,658
========== ==========
Dow Target 10 July Series Subaccount:
PFL Endeavor Variable
Annuity 1,692,850.632 $1.034764 $1,751,701 2,825,523.187 $1.033997 $2,921,582
PFL Endeavor ML
Variable Annuity 141,796.418 1.034764 146,726 1,304,683.807 1.033997 1,349,039
Endeavor Platinum
Variable Annuity 626,721.861 1.034250 648,187 3,299,993.019 1.033486 3,410,497
---------- ----------
$2,546,614 $7,681,118
========== ==========
</TABLE>
At December 31, 1998 contract owners' equity was comprised of:
<TABLE>
<CAPTION>
Dow Target 5 Dow Target 10
July Series July Series
Total Subaccount Subaccount
----------- ------------ -------------
<S> <C> <C> <C>
Unit transactions and accumulated net
investment income $22,874,722 $13,036,348 $ 9,838,374
Adjustment for appreciation to market
value 1,609,611 1,220,253 389,358
----------- ----------- -----------
Total contract owners' equity $24,484,333 $14,256,601 $10,227,732
=========== =========== ===========
</TABLE>
-10-
<PAGE>
Notes to Financial Statements
PFL Endeavor Target Account
December 31, 1998
4.Contract Owners' Equity (continued)
A summary of changes in contract owners' account units follows:
<TABLE>
<CAPTION>
Dow Target 5 Dow Target 10
July Series July Series
Subaccount Subaccount
------------ -------------
<S> <C> <C>
Units outstanding--beginning of period -- --
Units purchased 9,327,979 7,452,618
Units redeemed and transferred 3,385,907 2,438,951
---------- ---------
Units outstanding--end of period 12,713,886 9,891,569
========== =========
</TABLE>
5.Year 2000 (Unaudited)
The term Year 2000 Issue generally refers to the improper processing of dates
and incorrect date calculations that might occur in computer software and
hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations
and decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software that
has date-sensitive coding might recognize a code of 00 as the year 1900 rather
than the year 2000.
PFL Life has developed a Year 2000 Project Plan (the Plan) to address the Year
2000 issue as it affects PFL Life's internal IT and non-IT systems, and to
assess Year 2000 issues relating to third parties with whom PFL Life has
critical relationships.
The Plan for addressing internal systems generally includes an assessment of
internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected systems and equipment; remediation
of identified systems and equipment; internal testing and certification that
each internal system is Year 2000 compliant; and a review of existing and
revised business resumption and contingency plans to address potential Year
2000 issues. PFL Life has remediated and tested substantially all of its
mission-critical internal IT systems as of December 31, 1998. PFL Life
continues to remediate and test certain non-critical internal IT systems,
internal non-IT systems and will continue with a revalidation testing program
throughout 1999.
PFL Life's Year 2000 issues are more complex because a number of its systems
interface with other systems not under PFL Life's control. PFL Life's most
significant interfaces and uses of third-party vendor systems are in the bank,
financial services and trust areas. PFL Life utilizes various banks to handle
numerous types of financial and sales transactions. Several of these banks also
provide trustee and custodial services for PFL Life's investment holdings and
transactions. These services are critical to a financial services company such
as PFL Life as its business centers around cash receipts and disbursements to
policyholders and the investment of policyholder funds. PFL Life has received
written confirmation from its vendor banks regarding their status on Year 2000.
The banks indicate their dedication to resolving any Year 2000 issues related
to their systems and services prior to December 31, 1999. PFL Life anticipates
that a considerable effort will be necessary to ensure that its corrected or
new systems can properly interface with those business partners with whom it
transmits and receives data and other information (external systems). PFL Life
has undertaken specific testing regimes with these third-party business
partners and expects to continue working with its business partners on any
interfacing of systems. However, the timing of external system compliance
cannot currently be predicted with accuracy because the implementation of Year
2000 readiness will vary from one company to another.
-11-
<PAGE>
Notes to Financial Statements
PFL Endeavor Target Account
December 31, 1998
5.Year 2000 (Unaudited) (continued)
PFL Life does have some exposure to date sensitive embedded technology such as
micro-controllers, but PFL Life views this exposure as minimal. Unlike other
industries that may be equipment intensive, like manufacturing, PFL Life is a
life insurance, and financial services organization providing insurance,
annuities and pension products to its customers. As such, the primary equipment
and electronic devices in use are computers and telephone related equipment.
This type of hardware can have date sensitive embedded technology which could
have Year 2000 problems. Because of this exposure, PFL Life has reviewed its
computer hardware and telephone systems, with assistance from the applicable
vendors, and has upgraded, or replaced, or is in the process of replacing any
equipment that will not properly process date sensitive data in the Year 2000
or beyond. This undertaking has been substantially completed for all
operations.
For PFL Life, a reasonably likely worst case scenario might include one or more
of PFL Life's significant policyholder systems being non-compliant. Such an
event could result in a material disruption of PFL Life's operations.
Specifically, a number of PFL Life's operations could experience an
interruption in the ability to collect and process premiums or deposits,
process claim payments, accurately maintain policyholder information,
accurately maintain accounting records, and or perform adequate customer
service. Should the worst case scenario occur, it could, dependent upon its
duration, have a material impact on PFL Life's business and financial
condition. Simple failures can be repaired and returned to production within a
matter of hours with no material impact. Unanticipated failures with a longer
service disruption period could have a more serious impact. For this reason,
PFL Life is placing significant emphasis on risk management and Year 2000
business resumption contingency planning in 1999 by modifying its existing
business resumption and disaster recovery plans to address potential Year 2000
issues.
The actions taken by management under the Year 2000 Project Plans are intended
to significantly reduce PFL Life's risk of a material business interruption
based on the Year 2000 issues. It should be noted that the Year 2000 computer
problem, and its resolution, is complex and multifaceted, and any company's
success cannot be conclusively known until the Year 2000 is reached. In spite
of its efforts or results, PFL Life's ability to function unaffected to and
through the Year 2000 may be adversely affected by actions (or failure to act)
of third parties beyond our knowledge or control. It is anticipated that there
may be problems that will have to be resolved in the ordinary course of
business on and after the Year 2000. However, PFL Life does not believe that
the problems will have a material adverse affect on PFL Life's operations or
financial condition.
-12-
<PAGE>
Report of Ernst & Young, LLP, Independent Auditors
PFL Endeavor Target Account
December 31, 1998
The Board of Managers and Contract Owners of the
PFL Endeavor Target Account
We have audited the accompanying statement of assets and liabilities of the PFL
Endeavor Target Account including the schedule of investments, as of December
31, 1998, and the related statement of operations and statement of changes in
contract owners' equity for the period July 1, 1998 (commencement of
operations) through December 31, 1998. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1998,
by correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and schedule of investments referred
to above present fairly, in all material respects, the financial position of
the PFL Endeavor Target Account at December 31, 1998, the results of its
operations and the changes in contract owners' equity for the period July 1,
1998 through December 31, 1998 in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
Des Moines, Iowa
January 29, 1999
-13-
<PAGE>
THE ENDEAVOR ML
VARIABLE ANNUITY
Issued Through
PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT
and
PFL ENDEAVOR TARGET ACCOUNT
by
PFL LIFE INSURANCE COMPANY
PROSPECTUS
MAY 1, 1999
This prospectus and the mutual fund prospectuses give you important information
about the policies and the mutual funds. Please read them carefully before you
invest and keep them for future reference.
If you would like more information about The Endeavor ML Variable Annuity
Policy, you can obtain a free copy of the Statement of Additional Information
(SAI) dated May 1, 1999. Please call us at (800) 525-6205 or write us at: PFL
Life Insurance Company, Financial Markets Division, Variable Annuity Department,
4333 Edgewood Road N.E., Cedar Rapids, Iowa, 52499-0001. A registration
statement, including the SAI, has been filed with the Securities and Exchange
Commission (SEC) and is incorporated herein by reference. Information about the
separate account and the target account can be reviewed and copied at the SEC's
Public Reference Room in Washington, D.C. You may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains a web site (http://www.sec.gov) that contains the prospectus,
the SAI, material incorporated by reference, and other information. The table of
contents of the SAI is included at the end of this prospectus.
PLEASE NOTE THAT THE POLICIES AND THE MUTUAL FUNDS:
. ARE NOT BANK DEPOSITS
. ARE NOT FEDERALLY INSURED
. ARE NOT ENDORSED BY ANY BANK OR GOVERNMENT AGENT
. ARE NOT GUARANTEED TO ACHIEVE THEIR GOAL
. ARE SUBJECT TO RISKS, INCLUDING LOSS OF PREMIUM
The flexible premium deferred annuity policy has many investment choices. There
are two separate account. The mutual fund subaccounts and the target series
subaccounts are listed below. You bear the entire investment risk for all
amounts you put in either separate account. There is also a fixed account, which
offers interest at rates that are guaranteed by PFL Life Insurance Company
(PFL). You can choose any combination of these investment choices.
MERRILL LYNCH VARIABLE SERIES
FUNDS, INC.
MANAGED BY MERRILL LYNCH ASSET
MANAGEMENT, L.P.
Merrill Lynch Basic Value Focus Fund
Merrill Lynch High Current Income Fund
Merrill Lynch Developing Capital
Markets Focus Fund
ENDEAVOR SERIES TRUST
SUBADVISED BY MORGAN STANLEY ASSET
MANAGEMENT INC.
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
SUBADVISED BY T. ROWE PRICE
ASSOCIATES, INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
SUBADVISED BY ROWE PRICE-FLEMING
INTERNATIONAL, INC.
T. Rowe Price International Stock
Portfolio
SUBADVISED BY OPCAP ADVISORS
Endeavor Value Equity Portfolio
Endeavor Opportunity Value
SUBADVISED BY J.P. MORGAN INVESTMENT
MANAGEMENT INC.
Endeavor Enhanced Index Portfolio
SUBADVISED BY THE DREYFUS CORPORATION
Dreyfus U.S. Government Securities
Portfolio
Dreyfus Small Cap Value Portfolio
SUBADVISED BY MONTGOMERY ASSET
MANAGEMENT, LLC
Endeavor Select 50 Portfolio
SUBADVISED BY MASSACHUSETTS FINANCIAL
SERVICES COMPANY
Endeavor High Yield Portfolio
SUBADVISED BY JANUS CAPITAL CORPORATION
Endeavor Janus Growth Portfolio
THE TARGET ACCOUNT
SUBADVISED BY FIRST TRUST ADVISORS L.P.
The Dow((SM)) Target 10 (July Series)
The Dow((SM)) Target 5 (July Series)
The Dow((SM)) Target 10 (January Series)
The Dow((SM)) Target 5 (January Series)
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES, OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
GLOSSARY OF TERMS..................................................
SUMMARY............................................................
ANNUITY POLICY FEE TABLE...........................................
EXAMPLES...........................................................
1. THE ANNUITY POLICY............................................
2. ANNUITY PAYMENTS
(THE INCOME PHASE)............................................
Annuity Payment Options.......................................
3. PURCHASE......................................................
Policy Issue Requirements.....................................
Premium Payments..............................................
Initial Premium Requirements..................................
Additional Premium Payments...................................
Maximum Total Premium Payments................................
Allocation of Premium Payments................................
Policy Value..................................................
4. INVESTMENT CHOICES............................................
The Separate Accounts.........................................
The Mutual Fund Account.......................................
The Target Account............................................
The Fixed Account.............................................
Transfers.....................................................
Family Income Protector.......................................
Dollar Cost Averaging Program.................................
Asset Rebalancing.............................................
Telephone Transactions........................................
5. EXPENSES......................................................
Surrender Charges.............................................
Mortality and Expense Risk Fee................................
Administrative Charges........................................
Distribution Financing Charge.................................
Premium Taxes.................................................
Federal, State and Local Taxes................................
Transfer Fee..................................................
Family Income Protector.......................................
Portfolio Management Fees.....................................
Target Account Fees...........................................
6. TAXES.........................................................
Annuity Policies in General...................................
Qualified and Nonqualified Policies...........................
Withdrawals - Nonqualified Policies...........................
Withdrawals - Qualified Policies..............................
Withdrawals - 403(b) Policies.................................
Tax Status of the Policy......................................
Diversification and Distribution Requirements.................
Taxation of Death Benefit Proceeds............................
Annuity Payments..............................................
Transfers, Assignments or Exchanges of Policies...............
Possible Tax Law Changes......................................
7. ACCESS TO YOUR MONEY..........................................
Surrenders....................................................
Delay of Payment and Transfers................................
Excess Interest Adjustment....................................
Systematic Payout Option......................................
Nursing Care and Terminal Condition...........................
Withdrawal Option.............................................
8. PERFORMANCE...................................................
The Mutual Fund Account.......................................
The Target Account............................................
9. DEATH BENEFIT.................................................
When We Pay A Death Benefit...................................
When We Do Not Pay A Death Benefit............................
Amount of Death Benefit.......................................
Guaranteed Minimum Death Benefit..............................
Adjusted Partial Withdrawal...................................
10. OTHER INFORMATION.............................................
Ownership.....................................................
Assignment....................................................
PFL Life Insurance Company....................................
The Mutual Fund Account.......................................
The Target Account............................................
Mixed and Shared Funding......................................
Reinstatements................................................
Voting Rights.................................................
Distributor of the Policies...................................
Non-participating Policy......................................
Variations in Policy Provisions...............................
Year 2000 Matters.............................................
IMSA..........................................................
Legal Proceedings.............................................
Financial Statements..........................................
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......
APPENDIX A
Condensed Financial Information
The Mutual Fund Account...................................
Condensed Financial Information
The Target Account........................................
APPENDIX B
Historical Performance Data
The Mutual Fund Account...................................
Historical Performance Data
The Target Account........................................
APPENDIX C
Policy Variations..................................................
</TABLE>
2
<PAGE>
GLOSSARY OF TERMS
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.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
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 be any date at least thirty days after the policy date and 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. In no event will this date
be later than the last day of the month following the month in which the
annuitant attains age 95.
Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.
Cash Value--The policy value increased or decreased by an excess interest
adjustment, less the surrender charge, if any.
Distribution Financing Charge--A daily charge for the first seven policy years
equal to an effective annual rate of 0.15% of the mutual fund account?s and the
target account's net assets. This charge is not deducted after the annuity
commencement date.
DJIA--The Dow Jones Industrial Average ((SM)). Thirty stocks chosen by the
editors of The Wall Street Journal as representative of the broad market and of
American industry.
Excess Interest Adjustment--A positive or negative adjustment to amounts
withdrawn upon partial withdrawals, full surrenders, transfers, or to amounts
applied to annuity payment options,from the guaranteed period 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 can either decrease or increase
the amount to be received by the owner upon full surrender or commencement of
annuity payments, depending upon whether there has been an increase or decrease
in interest rates, respectively.
Fixed Account--One or more investment choices under the policy that are part of
the general assets of PFL and are not in the mutual fund account or the target
account.
Guaranteed Period Options--The various guaranteed interest rate periods of the
fixed account which may be offered by PFL and into which premium payments may be
paid or amounts transferred.
Initial Stock Selection Date--The date is June 30, 1998 for the July Series. The
date is December 31, 1998 for the January Series.
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
designated portfolios of the Endeavor Series Trust, designated portfolios of the
Merrill Lynch Variable Series Funds, Inc., and such other mutual funds as PFL
may determine from time to time.
Mutual Fund Subaccount--A subdivision within the mutual fund account, the assets
of which are invested in a specified portfolio of the underlying funds.
Owner or Owners--The person who may exercise all rights and privileges under the
policy. The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the information that we require to issue a policy.
Policy Value--On or before the annuity commencement date, the policy value is
equal to the owner's:
. premium payments; minus partial withdrawals (including any applicable
excess interest adjustments and/or surrender charges on such withdrawals);
plus
. interest credited in the fixed account; plus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. service charges, premium taxes, and transfer fees, if any.
3
<PAGE>
Target Account--A separate account established and registered as a management
investment company under the 1940 Act to which premium payments under the
policies may be allocated.
Target Series Subaccount--A subdivision within the target account, the assets of
which are invested in common stocks selected according to a specified investment
strategy, with a specific stock selection date.
(NOTE: THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS A MORE
EXTENSIVE GLOSSARY.)
4
<PAGE>
SUMMARY
The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail. Words printed in italics in this prospectus
are defined in the Glossary.
1. THE ANNUITY POLICY
The Flexible Premium Variable Annuity Policy offered by PFL Life Insurance
Company (PFL, we, us or our) is a policy between you, as the owner, and PFL, an
insurance company. The policy provides a way to invest on a tax-deferred basis
in the following investment choices: sixteen subaccounts of the mutual fund
account, four subaccounts of the target account, and a fixed account of PFL. The
policy is intended to accumulate money for retirement or other long-term
investment purposes.
This policy offers twenty subaccounts in both the mutual fund account and the
target account that are listed in Section 4. Each mutual fund subaccount invests
exclusively in shares of one of the portfolios of the underlying funds. Each
target series subaccount invests directly in individual stocks according to its
specific investment strategy. The policy value may depend on the investment
experience of the selected subaccounts. Therefore, you bear the entire
investment risk with respect to all policy value in any subaccount. You could
lose the amount that you invest.
The fixed account offers an interest rate that is guaranteed by PFL. We
guarantee to return your investment with interest credited for all amounts
allocated to the fixed account.
You can transfer money between any of the investment choices. We reserve the
right to impose a $10 fee for each transfer in excess of 12 transfers per policy
year.
The policy, like all deferred annuity policies, has two phases: the
"accumulation phase" and the "income phase." During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
take them out of the policy. The income phase occurs when you begin receiving
regular payments from your policy. The money you can accumulate during the
accumulation phase will largely determine the income payments you receive during
the income phase.
2. ANNUITY PAYMENTS
(THE INCOME PHASE)
The policy allows you to receive income under one of five annuity payment
options. You may choose from fixed payment options, variable payment options, or
a combination of both. If you select a variable payment option, the dollar
amount of your payments may go up or down.
3. PURCHASE
You can buy a nonqualified policy with $5,000 or more, and a qualified policy
with $1,000 or more, under most circumstances. You can add as little as $50 at
any time during the accumulation phase.
4. INVESTMENT CHOICES
You can allocate your premium payments to one or more of the investment choices
listed below.
The following sixteen mutual fund portfolios are described in the underlying
fund prospectuses:
MANAGED BY MERRILL LYNCH ASSET MANAGEMENT, L.P.
Merrill Lynch Basic Value Focus Fund
Merrill Lynch High Current Income Fund
Merrill Lynch Developing Capital Markets
Focus Fund
SUBADVISED BY MORGAN STANLEY
ASSET MANAGEMENT INC.
Endeavor Asset Allocation
Endeavor Money Market
SUBADVISED BY T. ROWE PRICE ASSOCIATES, INC.
T. Rowe Price Equity Income
5
<PAGE>
T. Rowe Price Growth Stock
SUBADVISED BY ROWE PRICE-FLEMING
INTERNATIONAL, INC.
T. Rowe Price International Stock
SUBADVISED BY OPCAP ADVISORS
Endeavor Value Equity
Endeavor Opportunity Value
SUBADVISED BY J.P. MORGAN
INVESTMENT MANAGEMENT INC.
Endeavor Enhanced Index
SUBADVISED BY THE DREYFUS CORPORATION
Dreyfus U.S. Government Securities
Dreyfus Small Cap Value
SUBADVISED BY MONTGOMERY
ASSET MANAGEMENT, LLC
Endeavor Select 50
SUBADVISED BY MASSACHUSETTS
FINANCIAL SERVICES COMPANY
Endeavor High Yield
SUBADVISED BY JANUS CAPITAL CORPORATION
Endeavor Janus Growth Portfolio
The following four target series subaccounts are described later in this
prospectus:
SUBADVISED BY FIRST TRUST
ADVISORS L.P.
The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (July Series)
The Dow(SM) Target 10 (January Series)
The Dow(SM) Target 5 (January Series)
Depending upon their investment performance, you can make or lose money in any
of the mutual fund subaccounts or target series subaccounts.
You can also allocate your premium payments to the fixed account.
5. EXPENSES
No deductions are made from premium payments at the time you buy the policy so
that the full amount of each premium payment is invested in one or more of your
investment choices.
We may deduct a surrender charge of up to 7% of premium payments withdrawn
within seven years after the premium is paid. To calculate surrender charges, we
consider the premium you paid to come out before any earnings.
Full surrenders, partial withdrawals and transfers from a guaranteed period
option of the fixed account may also be subject to an excess interest
adjustment, which may increase or decrease the amount you receive. This
adjustment may also apply to amounts applied to an annuity payment option from a
guaranteed period option of the fixed account.
We deduct daily mortality and expense risk fees and administrative charges of
1.25% to 1.40% per year from the assets in each mutual fund subaccount and
target series subaccount.
During the accumulation phase, we deduct an annual service charge of no more
than $35 from the policy value on each policy anniversary and at the time of
surrender. The charge is waived if either the policy value or the sum of all
premium payments, minus all partial withdrawals, is at least $50,000.
To help with the cost of distributing the policies, we also deduct a daily
distribution financing charge equal to an effective annual rate of 0.15%, during
the first seven years of the accumulation phase.
We will deduct state premium taxes, which currently range from 0% to 3.50%, upon
total surrender, payment of a death benefit, or when annuity payments begin.
If you elect the ?family income protector? rider, then there is an annual fee
during the accumulation phase of 0.30% of the minimum annuitization value. If
you annuitize under the rider, then there is a stabilized payment fee at an
annual rate of 1.25% of the daily net asset value in the separate account.
The value of the net assets of the mutual fund subaccounts will reflect the
investment advisory
6
<PAGE>
fee and other expenses incurred by the underlying portfolios. Those fees and
expenses are detailed in the underlying funds? prospectuses that are attached to
this prospectus. The value of the net assets of the target series subaccounts
will reflect the investment advisory fee and other expenses incurred by the
manager in operating each target series subaccount.
6. TAXES
Your earnings, if any, are not taxed until you take them out. If you take money
out during the accumulation phase, earnings come out first for federal tax
purposes, and are taxed as income. If you are younger than 59 1/2 when you take
money out, you may be charged a 10% federal penalty tax on the earnings.
Payments during the income phase may be considered partly a return of your
original investment so that part of each payment would not be taxable as income.
7. ACCESS TO YOUR MONEY
You can take out $500 or more anytime during the accumulation phase. After one
year, you may take out up to 10% of the policy value free of surrender charges
or excess interest adjustments once each year. Amounts withdrawn in the first
year, or in excess of 10% of the policy value thereafter, may be subject to a
surrender charge and/or excess interest adjustment. You may also have to pay
income tax and a tax penalty on any money you take out.
8. PERFORMANCE
The value of the policy will vary up or down depending upon the investment
performance of the mutual fund subaccounts or target series subaccounts you
choose. We provide performance information in Appendix B and in the Statement of
Additional Information. This data is not intended to indicate future
performance.
9. DEATH BENEFIT
If you are both the owner and the annuitant and you die before the income phase
begins, then your beneficiary will receive a death benefit.
Naming different persons as owner and annuitant can affect whether the death
benefit is payable and to whom amounts will be paid. Use care when naming
owners, annuitants and beneficiaries, and consult your agent if you have
questions.
You generally may choose one of the following guaranteed minimum death benefits:
. 5% Annually Compounding
. Double Enhanced
. Return of Premium
These choices are restricted for annuitants and owners over age 74.
10. OTHER INFORMATION
RIGHT TO CANCEL PERIOD. You may return your policy for a refund. The amount of
time you have to return the policy will depend on the state where the policy was
issued. It is generally only 10 days. The amount of the refund will generally be
the policy value. We will pay the refund within 7 days after we receive written
notice of cancellation and the returned policy. The policy will then be deemed
void. In some states you may have more than 10 days to return a policy, or
receive a refund of more (or less) than the policy value.
NO PROBATE. Usually when you die the person you choose as your beneficiary will
receive the death benefit under this policy without going through probate. State
laws vary on how the amount that may be paid is treated for estate tax purposes.
WHO SHOULD PURCHASE THE POLICY? This policy is designed for people seeking long-
term tax-deferred accumulation of assets, generally for retirement or other
long-term purposes; and for persons who have maximized their use of other
retirement savings methods, such as 401(k) plans
7
<PAGE>
and individual retirement accounts. The tax-deferred feature is most attractive
to people in high federal and state tax brackets. You should not buy this policy
if you are looking for a short-term investment or if you cannot take the risk of
losing the money that you put in.
FINANCIAL STATEMENTS. Financial Statements for PFL and the mutual fund
subaccounts and target series subaccounts are in the Statement of Additional
Information.
ADDITIONAL FEATURES. This policy has additional features that might interest
you. These include the following:
. You can arrange to have money automatically sent to you monthly, quarterly,
semi-annually or annually while your policy is in the accumulation phase.
This feature is referred to as the "systematic payout option." Amounts you
receive may be included in your gross income, and in certain circumstances,
may be subject to penalty taxes.
. You can arrange to have a certain amount of money automatically transferred
from the fixed account, either monthly or quarterly, into your choice of
mutual fund subaccounts or target series subaccounts. This feature is
called "dollar cost averaging."
. You can elect an optional rider that guarantees you a minimum annuitization
value. This feature is called the "family income protector."
. We will, upon your request, automatically transfer amounts among the mutual
fund subaccounts or target series subaccounts on a regular basis to
maintain a desired allocation of the policy value among the various mutual
fund subaccounts or target series subaccounts. This feature is called
"asset rebalancing."
. Under certain medically related circumstances, we will allow you to
surrender or partially withdraw your policy value without a surrender
charge and excess interest adjustment. This feature is called the "nursing
care and terminal condition withdrawal option."
. You may make transfers and/or change the allocation of additional premium
payments by telephone.
The dollar cost averaging and asset rebalancing features are inconsistent with
the target series subaccounts' investment strategy.
These features are not available in all states and may not be suitable for your
particular situation.
INQUIRIES
If you need more information, please contact us at:
Administrative and Service Office
Financial Markets Division
Variable Annuity Department
PFL Life Insurance Company
4333 Edgewood Road N.E.
P.O. Box 3183
Cedar Rapids, IA 52406-3183
8
<PAGE>
<TABLE>
=============================================================================================================
ANNUITY POLICY FEE TABLE
=============================================================================================================
POLICY OWNER TRANSACTION EXPENSES SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE)
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Sales Load On Purchase Payments ............ 0 Mortality and Expense Risk Fee/(4)/ .... 1.25%
Maximum Surrender Charge Administrative Charge ........ 0.15%
(as a % of Premium Payments Distribution Financing Charge ..........
0.15%
Surrendered)/(1)(2)/ .................. 7%
Surrender Fees ............................. 0 TOTAL SEPARATE ACCOUNT
Annual Service Charge/(1)/.......... $35 Per Policy ANNUAL EXPENSES ........................ 1.55%
Transfer Fee/(1)/ .............. Currently No Fee
Family Income Protector (optional)/(3)/
Rider Fee ............................ 0.30%
=============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
PORTFOLIO ANNUAL EXPENSES/(5)/
(AS A PERCENTAGE OF AVERAGE NET ASSETS AND AFTER EXPENSE REIMBURSEMENTS)
- -------------------------------------------------------------------------------------------------------------
TOTAL TOTAL
RULE PORTFOLIO ACCOUNT AND
OTHER 12B-1 ANNUAL PORTFOLIO
MANAGEMENT FEES EXPENSES FEES EXPENSES/(6)/ EXPENSES
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Merrill Lynch Basic Value Focus/(8)/...... 0.60% 0.06% - 0.66% 2.21%
Merrill Lynch High Current Income/(9)/.... 0.47% 0.06% - 0.53% 2.08%
Merrill Lynch Developing Capital Markets
Focus/(8)/................................ 1.00% 0.42% - 1.42% 2.97%
Endeavor Asset Allocation................. 0.75% 0.03% - 0.78% 2.33%
Endeavor Money Market..................... 0.50% 0.10% - 0.60% 2.15%
T. Rowe Price Equity Income............... 0.80% 0.05% - 0.85% 2.40%
T. Rowe Price Growth Stock................ 0.80% 0.07% - 0.87% 2.42%
T. Rowe Price International Stock/(9)/.... 0.90% 0.08% - 0.98% 2.53%
Endeavor Value Equity..................... 0.80% 0.04% - 0.84% 2.39%
Endeavor Opportunity Value/(9)/........... 0.80% 0.18% - 0.98% 2.53%
Endeavor Enhanced Index................... 0.75% 0.35% - 1.10% 2.65%
Dreyfus U.S. Government Securities/(10)/.. 0.60% 0.12% - 0.72% 2.27%
Dreyfus Small Cap Value................... 0.80% 0.06% - 0.86% 2.41%
Endeavor Select 50/(11)/.................. 1.10% 0.39% - 1.49% 3.04%
Endeavor High Yield/(12)/................. 0.775% 0.525% - 1.30% 2.85%
Endeavor Janus Growth/(13)/............... 0.775% 0.095% - 0.87% 2.42%
The Dow(SM) Target 10 (July)/(14)(15)(16)/ 0.75% 0.55% - 1.30% 2.85%
The Dow(SM) Target 5 (July)/(14)(15)(16)/. 0.75% 0.55% - 1.30% 2.85%
The Dow(SM) Target 10 (January)/(14)(15)(16)/ 0.75% 0.55% - 1.30% 2.85%
The Dow(SM) Target 5 (January)/(14)(15)(16)/ 0.75% 0.55% - 1.30% 2.85%
=============================================================================================================
</TABLE>
9
<PAGE>
[GRAPHIC OMMITTED]
(1) The surrender charge and transfer fee, if any is imposed, apply to each
policy, regardless of how policy value is allocated among the mutual fund
account, the target account and the fixed account. The service charge
applies to the fixed account, the mutual fund account, and the target
account, and is assessed on a pro rata 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. There is no fee for the first 12
transfers per year. For additional transfers, PFL may charge a fee of $10
per transfer, but currently does not charge for any transfers.
(2) The surrender charge is decreased based on the number of years since the
premium payment was made, from 7% in the year in which the premium payment
was made, to 0% in the eighth year after the premium payment was made. If
applicable a surrender charge will only be applied to withdrawals that
exceed the amount available under certain listed exceptions.
(3) The annual rider fee is currently equal to 0.30% of the minimum
annuitization value on the previous policy anniversary; PFL may at its
discretion change the rate in the future, but the rate will never be greater
than 0.50% per year. The stabilized payment fee is only charged if you
annuitize under the family income protector rider, and then only after
annuitization. This fee is reflected in the amount of the variable payments.
The stabilized payment fee is currently equal to an effective annual rate of
1.25% of the daily net asset value in the variable investment options. PFL
may at its discretion change the rate in the future, but the rate will never
be greater than 2.25% per year. Once the family income protector rider is
added to your policy, neither the rider fee nor the stabilized payment fee
that is in effect at that time will change during the life of that family
income protector rider.
(4) Mortality and expense risk fees shown (1.25%) include the "5% Annually
Compounding Death Benefit" and the "Double Enhanced Death Benefit." This
reflects a fee that is 0.15% per year higher than the 1.10% corresponding
fee for the "Return of Premium Death Benefit."
(5) 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. Actual future expenses of the portfolios may be greater or less
than those shown in the Table.
(6) Endeavor Management Co. has agreed, until further notice, to assume expenses
of the Portfolios that exceed the following rates: Endeavor Money
Market-0.99%; Endeavor Asset Allocation-1.25%; T. Rowe Price International
Stock-1.53%; Endeavor 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%; Endeavor Opportunity Value-1.30%; Endeavor
Enhanced Index-1.30%; Endeavor Select 50-1.50%; Endeavor High Yield-1.30%.
Endeavor
10
<PAGE>
Management Co. has agreed for a period of at least one year to assume the
expenses of the Endeavor Janus Growth Portfolio that exceed 0.87%. Expenses
shown for the Endeavor Janus Growth Portfolio are estimated for 1999.
Expenses shown for the Endeavor Select 50 and Endeavor High Yield
Portfolios are annualized.
(7) These reflect expenses on Class A shares for the year ended December 31,
1998. Reimbursement agreements are in effect that limit operating expenses
exclusive of any distribution fees imposed on shares of Class B Common
Stock, paid by each portfolio of the Merrill Lynch Variable Series Funds,
Inc. in a given year to 1.25% of its average daily net assets. Any such
expenses in excess of 1.25% of the average daily net assets will be
reimbursed to the portfolio by MLAM, which in turn will be reimbursed by
Merrill Lynch Life Agency, Inc., an affiliate of MLAM. During 1998, MLAM
waived management fees and reimbursed expenses totaling 0.17% for the
Developing Capital Markets Focus Fund.
(8) Total Portfolio Annual Expenses for the T. Rowe Price International Stock
Portfolio before credits allowed by the custodian for the period ended
December 31, 1998 were 1.10%.
(9) Total Portfolio Annual Expenses for the Endeavor Opportunity Value
Portfolio before waivers/reimbursement and credits allowed by the custodian
for the period ended December 31, 1998 were 0.99%.
(10) Total Portfolio Annual Expenses for the Dreyfus U.S. Government Securities
Portfolio before waiver/reimbursements and credits allowed by the custodian
for the period ended December 31, 1998 were 0.73%.
(11) Total Portfolio Annual Expenses for the Endeavor Select 50 Portfolio before
waivers/reimbursement and credit allowed by the custodian for the period
ended December 31, 1998 were 1.55% annualized.
(12) Total Portfolio Annual Expenses for the Endeavor High Yield Portfolio
before waivers/reimbursement and credits allowed to the custodian for the
period ended December 31, 1998 were 1.58% annualized.
(13) The Endeavor Janus Growth Portfolio is new, so the Total Portfolio Annual
Expenses before waivers/reimbursement for the period ending December 31,
1999 are estimated to be 0.895%.
(14) For the target account, the distribution financing charge included under
"Total Separate Account Annual Expenses" in this table is deducted pursuant
to a 12b-1 plan.
(15) The manager is paid a fee of 0.75% of the average daily net assets of each
target series subaccount. For its services to the target account, the
manager pays the adviser a fee equal to 0.35% of the average daily net
assets of each target series subaccount.
(16) In addition to the management fees, the target account pays all expenses
not assumed by the manager. The manager has agreed to limit each target
series subaccount's management fee and operating expenses during its first
year of operations to an annual rate of 1.30% of the target series
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.) (See the Statement of
Additional Information for more details.) Without this limitation, the
management fee and operating expenses for the 5% Annually Compounding and
Double Enhanced Death Benefits are expected to be 1.73% for The Dow(SM)
Target 10 and 1.57% for The Dow(SM) Target 5. Without this limitation, the
management fee and operating expenses for the Return of Premium Death
Benefit are expected to be 1.58% for The Dow(SM) Target 10 and 1.60% for
The Dow(SM) Target 5.
11
<PAGE>
EXAMPLES
You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, assuming the entire policy value is in
the applicable mutual fund subaccount or target series subaccount, and assuming
the family income protector benefit has been selected:
The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Return of Premium Death Benefit
B = 5 % Annually Compounding Death Benefit or the Double Enhanced Death Benefit
<TABLE>
<CAPTION>
============================================================================================================
If the Policy is annuitized at
If the Policy is surrendered the end of the applicable time
at the end of the applicable period or if the Policy is not
time period. surrendered or annuitized.
----------------------------------------------------------------------
Subaccounts 1 3 5 10 1 3 5 10
Year Years Years Years Year Years Years Years
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Merrill Lynch Basic Value A $94 $128 $172 $268 $24 $75 $128 $268
--------------------------------------------------------------------------
Focus B $96 $133 $180 $283 $26 $79 $135 $283
- ------------------------------------------------------------------------------------------------------------
Merrill Lynch High Current A $93 $124 $166 $255 $23 $71 $121 $255
--------------------------------------------------------------------------
Income B $95 $129 $173 $270 $25 $75 $129 $270
- ------------------------------------------------------------------------------------------------------------
Merrill Lynch Developing A $102 $151 $210 $341 $32 $97 $165 $341
--------------------------------------------------------------------------
Capital Markets Focus B $103 $155 $217 $355 $33 $102 $173 $355
- ------------------------------------------------------------------------------------------------------------
Endeavor Asset Allocation A $96 $132 $178 $280 $26 $78 $134 $280
--------------------------------------------------------------------------
B $97 $137 $187 $297 $27 $84 $142 $297
- ------------------------------------------------------------------------------------------------------------
Endeavor Money Market A $94 $127 $169 $262 $24 $73 $125 $262
--------------------------------------------------------------------------
B $95 $131 $177 $277 $25 $78 $132 $277
- ------------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income A $96 $134 $182 $287 $26 $81 $137 $287
--------------------------------------------------------------------------
B $98 $139 $189 $302 $28 $85 $145 $302
- ------------------------------------------------------------------------------------------------------------
T. Rowe Price Growth Stock A $96 $135 $183 $289 $26 $81 $138 $289
--------------------------------------------------------------------------
B $98 $139 $190 $304 $28 $86 $146 $304
- ------------------------------------------------------------------------------------------------------------
T. Rowe Price International A $98 $138 $188 $300 $28 $84 $144 $300
--------------------------------------------------------------------------
Stock B $99 $142 $196 $314 $29 $89 $151 $314
- ------------------------------------------------------------------------------------------------------------
Endeavor Value Equity A $96 $134 $181 $286 $26 $80 $137 $286
--------------------------------------------------------------------------
B $98 $138 $189 $301 $28 $85 $144 $301
- ------------------------------------------------------------------------------------------------------------
Endeavor Opportunity Value A $98 $138 $188 $300 $28 $84 $144 $300
--------------------------------------------------------------------------
B $99 $142 $196 $314 $29 $89 $151 $314
- ------------------------------------------------------------------------------------------------------------
Endeavor Enhanced Index A $99 $142 $194 $311 $29 $88 $150 $311
--------------------------------------------------------------------------
B $100 $146 $202 $326 $30 $92 $157 $326
- ------------------------------------------------------------------------------------------------------------
Dreyfus U.S. Government A $95 $130 $175 $274 $25 $77 $131 $274
--------------------------------------------------------------------------
Securities B $96 $135 $183 $289 $26 $81 $138 $289
- ------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Value A $96 $134 $182 $288 $26 $81 $138 $288
--------------------------------------------------------------------------
B $98 $139 $190 $303 $28 $85 $145 $303
- ------------------------------------------------------------------------------------------------------------
Endeavor Select 50 A $103 $153 $213 $348 $33 $99 $169 $348
--------------------------------------------------------------------------
B $104 $158 $220 $362 $34 $104 $176 $362
- ------------------------------------------------------------------------------------------------------------
Endeavor High Yield A $101 $148 $204 $330 $31 $94 $160 $330
--------------------------------------------------------------------------
B $102 $152 $211 $344 $32 $98 $167 $344
- ------------------------------------------------------------------------------------------------------------
Endeavor Janus Growth A $96 $135 $183 $289 $26 $81 $138 $289
--------------------------------------------------------------------------
B $98 $139 $190 $304 $28 $86 $146 $304
- ------------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 A $101 $148 $204 $330 $31 $94 $160 $330
--------------------------------------------------------------------------
(July Series) B $102 $152 $211 $344 $32 $98 $167 $344
- ------------------------------------------------------------------------------------------------------------
The Dow(SM) Target 5 A $101 $148 $204 $330 $31 $94 $160 $330
--------------------------------------------------------------------------
(July Series) B $102 $152 $211 $344 $32 $98 $167 $344
- ------------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 A $101 $148 $204 $330 $31 $94 $160 $330
--------------------------------------------------------------------------
(January Series) B $102 $152 $211 $344 $32 $98 $167 $344
- ------------------------------------------------------------------------------------------------------------
The Dow(SM) Target 5 A $101 $148 $204 $330 $31 $94 $160 $330
--------------------------------------------------------------------------
(January Series) B $102 $152 $211 $344 $32 $98 $167 $344
============================================================================================================
</TABLE>
12
<PAGE>
[GRAPHIC OMITTED]
The above tables will assist you in understanding the costs and expenses that
you will bear, directly or indirectly. These include the 1998 expenses of the
underlying funds and the target account. 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 IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS
THAN THE ASSUMED RATE.
In the examples, the $35 annual service charge is reflected as a charge of
0.0380% based on average policy value of $92,119. These examples also reflect
the annual fee of 0.30% for the family income protector rider. Expenses would be
lower if you do not elect that rider.
FINANCIAL INFORMATION. Condensed financial information for the mutual fund
subaccounts and target series subaccounts are in Appendix A to this prospectus.
13
<PAGE>
1. THE ANNUITY POLICY
This prospectus describes The Endeavor ML Variable Annuity Policy offered by PFL
Life Insurance Company.
An annuity is a policy between you, the owner, and an insurance company (in this
case PFL), where the insurance company promises to pay you an income in the form
of annuity payments. These payments begin on a designated date, referred to as
the annuity commencement date. Until the annuity commencement date, your annuity
is in the accumulation phase and the earnings are tax deferred. Tax deferral
means you generally are not taxed on your annuity until you take money out of
your annuity. After the annuity commencement date, your annuity switches to the
income phase.
The policy is a flexible premium variable annuity. You can use the policy to
accumulate funds for retirement or other long-term financial planning purposes.
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. But you are not required to make any additional
investments.
The policy is a "variable" annuity because the value of your investments can go
up or down based on the performance of your investment choices. If you select
the variable annuity portion of the policy, the amount of money you are able to
accumulate in your policy during the accumulation phase depends upon the
performance of your investment choices. The amount of annuity payments you
receive during the income phase from the variable annuity portion of your policy
also depends upon the investment performance of your investment choices for the
income phase.
The policy also contains a fixed account. The fixed account offers interest at
rates that are guaranteed by PFL not to decrease during each guaranteed period.
There may be different interest rates for each different guaranteed period that
you select.
2. ANNUITY PAYMENTS
(THE INCOME PHASE)
You choose the annuity commencement date. You can change this date by giving us
30 days written notice before the current annuity commencement date. The new
annuity commencement date must be at least 30 days after we receive the change.
The latest annuity commencement date cannot be after the policy month following
the month in which the annuitant attains age 95.
Election of Annuity Payment Option. Before the annuity commencement date, if the
annuitant is alive, you may choose an annuity payment option or change your
election. If the annuitant dies before the annuity commencement date, the
beneficiary may elect to receive the death benefit in a lump sum or under one of
the annuity payment options.
Unless you specify otherwise, the annuitant will receive the annuity payments.
After the annuitant's death, the beneficiary will receive any remaining
guaranteed payments.
ANNUITY PAYMENT OPTIONS
The policy provides five annuity payment options that are described below. You
may chose any combination of annuity payment options. We will use your "adjusted
policy value" to provide these annuity payments. The adjusted policy value is
the policy value increased or decreased by any applicable excess interest
adjustment. If the adjusted 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. You can receive annuity payments
monthly, quarterly, semi-annually, or annually.
Unless you choose to receive variable payments under annuity payment options 3
or 5, the amount
14
<PAGE>
of each payment will be set on the annuity commencement date and will not
change. You may, however, choose to receive variable payments under payment
options 3 and 5. The dollar amount of the first variable payment will be
determined in accordance with the annuity payment rates set forth in the
applicable table contained in the policy. The dollar amount of additional
variable payments will vary based on the investment performance of the mutual
fund subaccount(s) and/or target series subaccount(s). The dollar amount of each
variable payment after the first may increase, decrease, or remain constant. 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 variable annuity payments would increase. Conversely, if
actual investment performance is lower than the assumed investment return, the
amount of the variable annuity payments would decrease.
A charge for premium taxes and an excess interest adjustment may be made when
annuity payments begin.
The annuity payment options are explained below. Options 1, 2, and 4 are fixed
only. Options 3 and 5 can be fixed or variable.
Payment Option 1--Interest Payments. We will pay the interest on the amount we
use to provide annuity payments in equal payments, or this amount may be left to
accumulate for a period of time you and PFL agree to. You and PFL will agree on
withdrawal rights when you elect this option.
Payment Option 2--Income for a Specified Period. We will make level payments
only for the fixed period you choose. No funds will remain at the end.
Payment Option 3--Life Income. You may choose between:
Fixed Payments
. No Period Certain--We will make level payments only during the
annuitant's lifetime.
. 10 Years Certain--We will make level payments for the longer of the
annuitant's lifetime or ten years.
. Guaranteed Return of Policy Proceeds--We will make level payments for
the longer of the annuitant's lifetime or until the total dollar
amount of payments we made to you equals the amount applied to this
option.
Variable Payments
. No Period Certain--Payments will be made only during the lifetime of
the annuitant.
. 10 Years Certain--Payments will be made for the longer of the
annuitant's lifetime or ten years.
Payment Option 4--Income of a Specified Amount. Payments are made for any
specified amount until the amount applied to this option, with interest, is
exhausted. This will be a series of level payments followed by a smaller final
payment.
Payment Option 5--Joint and Survivor Annuity. You may choose between:
Fixed Payments
. Payments are made during the joint lifetime of the payee and a joint
payee of your selection. Payments will be made as long as either
person is living.
Variable Payments
. Payments are made as long as either the payee or the joint payee is
living.
Other annuity payment options may be arranged by agreement with PFL. Certain
annuity payment options may not be available in all states.
NOTE CAREFULLY:
IF:
. you choose Life Income with No Period Certain or a Joint and Survivor
Annuity; and
15
<PAGE>
the annuitant(s) dies before the due date of the second annuity payment;
THEN:
. we may make only one annuity payment.
IF:
. you choose Income for a Specified Period, Life Income with 10 years
Certain, Life Income with Guaranteed Return of Policy Proceeds, or Income
of a Specified Amount; and
. the person receiving payments dies prior to the end of the guaranteed
period;
THEN:
. the remaining guaranteed payments will be continued to that person's
beneficiary, or their present value may be paid in a single sum.
We will not pay interest on amounts represented by uncashed annuity payment
checks if the postal or other delivery service is unable to deliver checks to
the payee's address of record. The payee is responsible to keep PFL informed of
the payee's current address of record.
3. PURCHASE
POLICY ISSUE REQUIREMENTS
PFL will issue a policy IF:
. PFL receives all information needed to issue the policy;
. PFL receives a minimum initial premium payment; and
. You (annuitant and any joint owner) are age 84 or younger.
PREMIUM PAYMENTS
You should make checks for premium payments payable only to PFL Life Insurance
Company and send them to the administrative and service office. Your check must
be honored in order for PFL to pay any associated payments and benefits due
under the policy.
INITIAL PREMIUM REQUIREMENTS
The initial premium payment for nonqualified policies must be at least $5,000,
and at least $1,000 for qualified policies. There is no minimum initial premium
payment for policies issued under section 403(b) of the Internal Revenue Code;
however, your premium must be received within 90 days of the policy date or your
policy will be canceled. We will credit your initial premium payment to your
policy within two business days after the day we receive it and your complete
policy information. If we are unable to credit your initial premium payment, we
will contact you within five business days and explain why. We will also return
your initial premium payment at that time unless you tell us to keep it and
credit it as soon as possible.
The date on which we credit your initial premium payment to your policy is the
policy date. The policy date is used to determine policy years, policy months
and policy anniversaries.
ADDITIONAL PREMIUM PAYMENTS
You are not required to make any additional premium payments. However, you can
make additional premium payments as often as you like during the lifetime of the
annuitant and during the accumulation phase. Additional premium payments must be
at least $50. We will credit additional premium payments to your policy as of
the business day we receive your premium and required information.
MAXIMUM TOTAL PREMIUM PAYMENTS
We allow premium payments up to a total of $1,000,000 without prior approval.
ALLOCATION OF PREMIUM PAYMENTS
When you purchase a policy, we will allocate your premium payment to the
investment choices you select. Your allocation must be in whole percentages and
must total 100%. We will allocate additional premium payments the same way,
unless you request a different allocation.
16
<PAGE>
If you allocate premium payments to the dollar cost averaging fixed account, you
must give us directions regarding the mutual fund subaccount(s) and/or target
series subaccount(s) to which transfers are to be made or we cannot accept your
premium payment.
You may change allocations for future additional premium payments by sending us
written instructions or by telephone, subject to the limitations described under
"Telephone Transactions." The allocation change will apply to premium payments
received after the date we receive the change request.
POLICY VALUE
You should expect your policy value to change from valuation period to valuation
period. A valuation period begins at the close of trading at the New York Stock
Exchange on each business day and ends at the close of trading on the next
succeeding business day. A business day is each day that the New York Stock
Exchange is open. The New York Stock Exchange generally closes at 4:00 p.m.
eastern time. Holidays are generally not business days.
4. INVESTMENT CHOICES
THE SEPARATE ACCOUNTS
There are currently twenty variable subaccounts available under the policies.
There are sixteen subaccounts of the mutual fund account (which is a portion of
the PFL Endeavor VA Separate Account) and four subaccounts of the target account
(the PFL Endeavor Target Account).
THE MUTUAL FUND ACCOUNT
The Underlying Funds. The mutual fund subaccounts invest in shares of the
various portfolios of the underlying funds. The companies that provide
investment advice and administrative services for the underlying funds offered
through this policy are listed below. The following mutual fund investment
choices are currently offered through this policy:
MERRILL LYNCH VARIABLE
SERIES FUNDS, INC.
Managed by Merrill Lynch Asset
Management, L.P.
Merrill Lynch Basic Value Focus Fund
Merrill Lynch High Current Income Fund
Merrill Lynch Developing Capital
Markets Focus Fund
ENDEAVOR SERIES TRUST
Subadvised by Morgan Stanley
Asset Management Inc.
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Subadvised by T. Rowe Price Associates, Inc.
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
Subadvised by Rowe Price-Fleming
International, Inc.
T. Rowe Price International Stock Portfolio
Subadvised by OpCap Advisors
Endeavor Value Equity Portfolio
Endeavor Opportunity Value
Subadvised by J.P. Morgan Investment Management Inc.
Endeavor Enhanced Index Portfolio
Subadvised by The Dreyfus Corporation
Dreyfus U.S. Government Securities
Portfolio
Dreyfus Small Cap Value Portfolio
Subadvised by Montgomery Asset
Management, LLC
Endeavor Select 50 Portfolio
Subadvised by Massachusetts Financial
Services Company
Endeavor High Yield Portfolio
Subadvised by Janus Capital Corporation
Endeavor Janus Growth Portfolio
The general public may not purchase shares of these underlying portfolios. The
investment objectives and policies may be similar to other portfolios and mutual
funds managed by the same investment adviser or manager that are sold directly
to the public. You should not expect that the investment results of the other
portfolios and mutual funds will be comparable to those of the underlying
funds.
17
<PAGE>
More detailed information, including an explanation of the portfolio's
investment objectives, may be found in the underlying funds? current
prospectuses, which are attached to this prospectus. You should read the
prospectuses for each of the underlying funds carefully before you invest.
We may receive expense reimbursements or other revenues from the underlying
funds or their investment advisors. The amount of these reimbursements or
revenues, if any, may be based on the amount of assets that PFL or the mutual
fund account invests in the underlying funds.
THE TARGET ACCOUNT
This section gives information on the target account, including the management
and investment strategies, and policies. The following target account investment
choices are currently offered through this policy:
THE TARGET ACCOUNT
Subadvised by First Trust Advisors L.P.
The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (July Series)
The Dow(SM) Target 10 (January Series)
The Dow(SM) Target 5 (January Series)
General. The target account is a managed separate account and is currently
divided into four target series subaccounts. Each Series is a separate
subaccount, so there are currently two Target 10 subaccounts (January and July
Series) and two Target 5 subaccounts (January and July Series). Additional
target series subaccounts may be established in the future at the discretion of
PFL. Each target series 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 target series subaccount
of the target account, whether or not realized, are credited to or charged
against that target series subaccount without regard to other income, gains or
losses of any other account or subaccount of PFL. Each target series subaccount
operates as a separate investment fund. Therefore, the investment performance of
any target series subaccount should be entirely independent of the investment
performance of PFL's general account assets or any other account or subaccount
maintained by PFL.
Management of the Target Account. The investments and administration of each
managed target series subaccount are under the direction of a Board of Managers.
The Board of Managers for each target series 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 target series subaccounts.
Endeavor Management Co., an investment adviser registered with the SEC under the
Investment Advisers Act of 1940, is the target account's manager. The manager
performs administerial and managerial functions for the target account. First
Trust Advisors L.P., an Illinois limited partnership formed in 1991 and an
investment adviser registered with the SEC under the Investment Advisers Act of
1940, is the target account's investment adviser. The Adviser is responsible for
selecting the investments of each target series subaccount consistent with the
investment objectives and policies of that target series subaccount, and will
conduct securities trading for the target series subaccount.
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.
18
<PAGE>
Investment Strategy. Each of The Dow(SM) Target 10 Subaccounts will invest in
the common stock of the ten companies in the DJIA that have the highest dividend
yield as of a specified business day and hold those stocks for the following 12-
month period.
Each of The Dow(SM) Target 5 Subaccounts 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 a specified business day and
hold those stocks for the following 12-month period.
The objective of each target series subaccount is to provide an above-average
total return through a combination of dividend income and capital appreciation.
Each target series subaccount will function in a similar manner. Each target
series subaccount will initially invest in substantially equal amounts in the
common stock of the companies described above for each target series subaccount
(as held in a target series subaccount, such common stock is referred to as the
common shares) determined as of the initial stock selection date.
Each target series subaccount may have different investment series running
simultaneously for different 12-month periods. For example, within The Dow(SM)
Target 10 Subaccount there may be more than one series, each with a different
initial stock selection date. At the initial stock selection date, a percentage
relationship among the number of common shares in a series will be established.
When additional funds are deposited into the series, 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 series will likewise attempt to
replicate the percentage relationship of common shares. The percentage
relationship among the number of common shares in the series 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 series will fluctuate
during the year, above and below the proportion established on a stock selection
date.
As of the annual stock selection date, a new percentage relationship will be
established among the number of common shares described below for each series on
such date. Common shares may be sold or new equity securities bought so that the
series is equally invested in the common stock of each company meeting the
series? investment criteria. Thus the series 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 adviser may depart from the
specified strategy to meet tax diversification requirements. (See Section 6,
"TAXES - Diversification and Distribution Requirements").
As of May 1, 1999, there are four target series subaccounts. There are two "The
Dow(SM) Target 10 Subaccounts," which contain a July Series (a June 30, 1998
initial stock selection date) and a January Series (a December 31, 1998 initial
stock selection date). Similarly, there are two "The Dow(SM) Target 5
Subaccounts," which contain a July Series (June 30, 1998 initial stock selection
date) and a January Series (December 31, 1998 initial stock selection date).
The target account may determine to offer additional target series subaccounts
in the future, which may have different selection criteria or stock selection
dates (or both).
The Dow(SM) Target 10 Subaccounts and The Dow(SM) Target 5 Subaccounts have not
been designed so that their prices will parallel or
19
<PAGE>
correlate with movements in the DJIA. It is expected that their prices will not
do so.
An investment in a target series subaccount involves the purchase of a portfolio
of equity securities 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 series 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 series
subaccount's objective will be achieved or that a target series subaccount will
provide for capital appreciation in excess of such target series subaccount's
expenses.
Each target series subaccount may also invest in futures and options, hold
warrants, and lend its common shares.
The Dow Jones Industrial Average(SM). The DJIA consists of 30 stocks. 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. 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 of any series will not cause a change in the
identity of the common shares included in that series, including any equity
securities deposited in that series, except on an annual stock selection date.
The following is a list of the companies that currently comprise the DJIA as of
May 1, 1999.
AT&T Corporation
Allied Signal
Aluminum Company of America
American Express Company
Boeing Company
Caterpillar Inc.
Chevron Corporation
Coca Cola Company
Walt Disney Company
International Business Machines Corporation
International Paper Company
Johnson & Johnson
McDonald?s Corporation
Merck & Company, Inc.
Minnesota Mining & Manufacturing Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Corporation
General Electric Company
General Motors Corporation
Goodyear Tire & Rubber Company
Hewlett Packard Company
J.P. Morgan & Company, Inc.
Philip Morris Companies, Inc.
Procter & Gamble Company
Sears, Roebuck & Company
Travelers Group
Union Carbide Corporation
United Technologies Corporation
Wal Mart Stores Inc.
The target account is not sponsored, endorsed, sold or promoted by Dow Jones.
Dow Jones makes no representation or warranty, express or implied, to the owners
of the target account or any member of the public regarding the advisability of
purchasing the target account. Dow Jones' only relationship to First Trust
Advisors, Endeavor and PFL is the licensing of certain copyrights, trademarks,
service marks and service names of Dow Jones. Dow Jones has no obligation to
take the needs of First Trust Advisors, Endeavor, PFL or the owners of the
target account into consideration in determining, composing or calculating the
Dow Jones Industrial Average(SM). Dow Jones is not responsible for and has not
participated in the determination of the terms and conditions of the
20
<PAGE>
target account to be issued, including the pricing or the amount payable under
the policy. Dow Jones has no obligation or liability in connection with the
administration or marketing of the target account.
DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW
JONES INDUSTRIAL AVERAGE (SM) OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL
HAVE NO LIABILITY FOR ANY ERRORS, OMISSION, OR INTERRUPTIONS THEREIN. DOW JONES
MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY FIRST
TRUST ADVISORS, ENDEAVOR, PFL, OWNERS OF THE TARGET ACCOUNT OR ANY OTHER PERSON
OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE (SM) OR ANY DATA
INCLUDED THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE
(SM) OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN
NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT,
PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
Investment Risks. There is no assurance that any target series subaccount will
achieve its stated objective. More detailed information, including a description
of each target series subaccount's investment objective and policies and a
description of risks involved in investing in each of the target series
subaccounts and of each target series subaccount's fees and expenses is
contained in the Statement of Additional Information. You should read the
Statement of Additional Information carefully before investing in a target
series subaccount.
Each subaccount consists 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 subaccount are actively traded,
well-established corporations.
Common shares may be sold under certain circumstances. Common shares, however,
will not be sold by a target series 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.
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 guarantee 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 target series subaccount will be adversely
affected if trading markets for the common shares are limited or absent.
Investors should consider the following before making a decision to invest in a
target series subaccount:
. The value of the common shares will fluctuate over the life of a target
series subaccount and may be more or less than the price at which they were
purchased by such target series 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 target series subaccounts'
purchase and sale of the common shares and other factors.
. Transfers between the target account investment portfolios during the 12-
month period from stock selection date to stock selection date run counter
to the investment strategy of the target account investment
21
<PAGE>
portfolios, namely holding the applicable stocks for a 12-month period, and
may adversely impact your investment performance. Similarly, using dollar
cost averaging and asset rebalancing for the target account investment
portfolios also runs counter to their investment strategies.
. The investment policies of each target subaccount are narrow and
innovative, and the Internal Revenue Service has not addressed them. If you
are deemed to have investment control of the assets in a target subaccount,
then you could be treated as the owner of those assets. If so, income and
gains from the subaccounts assets would be includable (pro rata) in your
taxable income each year.
You should understand the risks of investing in common stocks before making an
investment in a target series subaccount. In general, the value of your
investment will fall 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.
At times, due to the objective nature of the investment selection criteria,
target series subaccounts may be considered concentrated in various industries.
PFL cannot predict the direction or scope of any of these factors. Generally,
common stocks do not receive payments until all obligations of the issuer have
been paid. Unlike debt securities, common stocks do not offer any assurance of
income or provide guaranteed protection of capital.
An investment in The Dow(SM) Target 5 Subaccount may subject you to greater
market risk than other target series subaccounts that contain a more diversified
portfolio of securities since it only contains five stocks.
Each target series 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.
Please note that each strategy has previously under-performed the DJIA.
PFL and Endeavor Management Co. shall not be liable in any way for any default,
failure or defect in any common share.
Portfolio Turnover. It is anticipated that each target series subaccount's
annual rate of portfolio turnover normally will not exceed 100%. Portfolio
turnover for each target series 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 target series subaccount, and ultimately
by you.
THE FIXED ACCOUNT
PREMIUM PAYMENTS ALLOCATED AND AMOUNTS TRANSFERRED TO THE FIXED ACCOUNT BECOME
PART OF THE GENERAL ACCOUNT OF PFL. 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 INVESTMENT COMPANY
ACT OF 1940 (THE "1940 ACT"). ACCORDINGLY, NEITHER THE GENERAL ACCOUNT NOR ANY
INTERESTS THEREIN ARE GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940
ACTS. PFL HAS BEEN ADVISED THAT THE STAFF OF THE SEC HAS NOT REVIEWED THE
DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO THE FIXED ACCOUNT.
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We guarantee that the interest credited to the fixed account will not be less
than 3% per year. At the end of a guaranteed period option, the value in that
guaranteed period option will automatically be transferred into a new guaranteed
period option of the same length (or the next shorter period if the same period
is no longer offered) at the current interest rate for that period. You can
transfer to another investment choice by giving us notice within 30 days before
the end of the expiring guaranteed period. Surrenders or partial withdrawals
from a guaranteed period option of the fixed account are subject to an excess
interest adjustment. This adjustment may increase or decrease the amount of
interest credited to your policy. The excess interest adjustment will not
decrease the interest credited to your policy below 3% per year, however. You
bear the risk that we will not credit interest greater than 3% per year. We
determine credited rates, which are guaranteed for at least one year, in our
sole discretion.
If you select the fixed account, your money will be placed with the other
general assets of PFL. The amount of money you are able to accumulate in the
fixed account during the accumulation phase depends upon the total interest
credited. The amount of annuity payments you receive during the income phase
from the fixed portion of your policy will remain level for the entire income
phase.
TRANSFERS
During the accumulation phase, you may make transfers from any mutual fund
subaccount or target series subaccount as often as you wish within certain
limitations. Transfers from a guaranteed period option of the fixed account are
limited to the following:
. At the end of a guaranteed period option, you must notify us within 30 days
prior to the end of the guaranteed period that you wish to transfer the
amount in that guaranteed period option to another investment choice.
. Transfers of amounts equal to interest credited. This may affect your
overall interest-crediting rate, because transfers are deemed to come from
the oldest premium payment first.
. Otherthan at the end of a guaranteed period, transfers of amounts from the
guaranteed period option in excess of amounts equal to interest credited
are subject to an excess interest adjustment. If it is a negative
adjustment, the maximum amount you can transfer is 25% of the amount in
that guaranteed period option, less any previous transfers during the
current policy year. If it is a positive adjustment, we do not limit the
amount that you can transfer.
There are no transfers permitted out of the dollar cost averaging fixed account
option except through the dollar cost averaging program.
Each transfer must be at least $500 (or the entire mutual fund subaccount or
target series subaccount value), except for transfers of guaranteed period
option amounts equal to interest credited for which there is a minimum transfer
amount of $50. If less than $500 remains, then we reserve the right to either
deny the transfer or include that amount in the transfer.
During the income phase of your policy, you may transfer values out of any
mutual fund subaccount or target series subaccount up to four times per year.
However, you cannot transfer values out of the fixed account in this phase. The
minimum amount that can be transferred during this phase is the lesser of $10 of
monthly income, or the entire monthly income of the annuity units in the mutual
fund subaccount or target series subaccount from which the transfer is being
made.
Transfers may be made by telephone, subject to the limitations described below
under "Telephone Transactions."
Currently, there is no charge for transfers. However, the number of transfers
permitted may be limited in the future and charges per transfer may apply in the
future.
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FAMILY INCOME PROTECTOR
The "family income protector" assures you of a minimum level of income in the
future by guaranteeing a minimum annuitization value (discussed below) after 10
years. You may elect to purchase this benefit, which guarantees the total amount
you will have to apply to a family income protector payment option and which
guarantees the amounts of those payments once you begin to receive them. By
electing this benefit, you can participate in the gains of the underlying
variable investment options you select while knowing that you are guaranteed a
minimum level of income in the future, regardless of the performance of the
underlying variable investment options.
Minimum Annuitization Value. The minimum annuitization value is:
. the policy value on the date the rider is issued,
. plus any additional premium payments,
. minus an adjustment for any withdrawals made after the date the rider is
issued,
. accumulated at the annual growth rate written on page one of the
rider,
. minus any premium taxes.
The annual growth rate is currently 6% per year; PFL may, at its discretion,
change the rate in the future, but the rate will never be less than 3% per year,
and once the rider is added to your policy, the annual growth rate will not vary
during the life of that rider. Withdrawals may reduce the minimum annuitization
value on a basis greater than dollar-for-dollar. See the Statement of Additional
Information for more information.
The minimum annuitization value may only be used to annuitize using the family
income protector payment options and may not be used with any of the annuity
payment options listed in section 2. The family income protector payment options
are:
. Life Income - An election may be made for "No Period Certain" or "10
Years Certain". In the event of the death of the annuitant prior to the end
of the chosen period certain, the remaining period certain payments will be
continued to the beneficiary.
. Joint and Full Survivor - An election may be made for "No Period Certain"
or "10 Years Certain". Payments will be made as long as either the
annuitant or joint annuitant is living. In the event of the death of both
the annuitant and joint annuitant prior to the end of the chosen period
certain, the remaining period certain payments will be continued to the
beneficiary.
The minimum annuitization value is used to calculate the family income protector
payment and does not establish or guarantee a policy value or guarantee
performance of any investment option.
Other benefits and fees under the rider (the rider fee, the fee waiver
threshold, the stabilized payment fee, and the waiting period before the family
income protector can be exercised, as well as the annual growth rate) are also
guaranteed not to change after the rider is added. However, all of these benefit
specifications may change if you select to upgrade the minimum annuitization
value.
Minimum Annuitization Value Upgrade. You can upgrade your minimum annuitization
value to the policy value within 30 days after any policy anniversary before
your 85th birthday (earlier if required by state law). For your convenience, we
will put the last date to upgrade on page one of the rider.
If you upgrade, the current rider will terminate and a new one will be issued
with its own specified guaranteed benefits and fees. Please note that the
benefits and fees under the new rider may differ from your benefits and fees
prior to upgrading.
Conditions of Exercise of the Family Income Protector. You can only annuitize
using the
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family income protector within the 30 days after the tenth or later
policy anniversary after the family income protector is elected or, in the case
of an upgrade of the minimum annuitization value, the tenth or later policy
anniversary following the upgrade; PFL may, at its discretion, change the
waiting period before the family income protector can be exercised in the
future. You cannot, however, annuitize using the family income protector after
the policy anniversary after your 94/th/ birthday (earlier if required by state
law). For your convenience, we will put the first and last date to annuitize
using the family income protector on page one of the rider.
Note Carefully -- If you annuitize at any time other than indicated above, you
cannot use the family income protector.
Guaranteed Minimum Stabilized Payments. Annuity payments under the family income
protector are guaranteed to never be less than the initial payment. See the
Statement of Additional Information for information concerning the calculation
of the initial payment. The payments will also be "stabilized" or held constant
during each policy year.
Under the family income protector, each annuity payment will be the greater of
the stabilized payment or the payment calculated without regard to the
stabilized payments. During the first policy year after annuitizing using the
family income protector, each stabilized payment will equal the initial payment.
On each policy anniversary thereafter, the stabilized payment will increase or
decrease depending on the performance of the investment options you selected,
and then be held constant at that amount for that policy year. The stabilized
payment on each policy anniversary will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected investment
options. See the Statement of Additional Information for additional information
concerning stabilized payments.
Family Income Protector Rider Fee. A rider fee, currently 0.30% of the minimum
annuitization value on the previous policy anniversary, is charged annually
prior to annuitization. We will also charge this fee if you take a complete
withdrawal. PFL may change the rider fee percentage in the future, but it will
never be greater than 0.50%. The rider fee is deducted from each variable
investment option in proportion to the amount of policy value in each
subaccount.
The rider fee on any given policy anniversary will be waived if the policy value
exceeds the fee waiver threshold. The fee waiver threshold currently is two
times the minimum annuitization value. PFL may, at its discretion, change the
fee waiver threshold in the future, but it will never be greater than two and
one-half times the minimum annuitization value.
Stabilized Payment Fee. A stabilized payment fee, currently equal to an
effective annual rate of 1.25% of the daily net asset value in the variable
investment options, is reflected in the amount of the variable payments you
receive if you annuitize under the family income protector rider. PFL may change
the stabilized payment fee in the future, but it will never be greater than
2.25%. The stabilized payment fee is included on page one of the rider.
Termination. The family income protector is irrevocable. You have the option not
to use the benefit but you will not receive a refund of any fees you have paid.
The family income protector will terminate upon the earliest of the following:
. annuitization (you will still get guaranteed minimum stabilized payments if
you annuitize using the minimum annuitization value under the family income
protector),
. upgrade of the minimum annuitization value (although a new rider will be
issued),
. termination of your policy, or
. 30 days after the policy anniversary after your 94/th/ birthday (earlier if
required by state law).
THE FAMILY INCOME PROTECTOR DOES NOT ESTABLISH OR GUARANTEE POLICY VALUE OR
GUARANTEE PERFORMANCE OF ANY INVESTMENT OPTION.
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Because this benefit is based on conservative actuarial factors, the level of
lifetime income that it guarantees may be less than the level that would be
provided by application of the policy value at otherwise applicable annuity
factors. Therefore, the family income protector should be regarded as a safety
net.
DOLLAR COST AVERAGING PROGRAM
During the accumulation phase, you may instruct us to automatically transfer
money from the dollar cost averaging fixed account option, the Endeavor Money
Market Subaccount, or the Dreyfus U.S. Government Securities Subaccount, into
any other mutual fund subaccounts and/or target series subaccounts. You may
specify the dollar amount to be transferred either monthly or quarterly; however
each transfer must be at least $500. A minimum of 6 monthly or 4 quarterly
transfers are required and a maximum of 24 months or 8 quarterly transfers are
allowed. Transfers must begin within 30 days. We will make the transfers on the
28/th/ day of the applicable month. There is no charge for this program.
Dollar cost averaging buys more accumulation units when prices are low and fewer
accumulation units when prices are high. It does not guarantee profits or assure
that you will not experience a loss. You should consider your ability to
continue the dollar cost averaging program during all economic conditions.
We may credit different interest rates for dollar cost averaging programs of
varying time periods. If you discontinue the dollar cost averaging program
before its completion, then the interest credited on amounts in the dollar cost
averaging fixed account may be adjusted downward, but not below the minimum
guaranteed effective annual interest rate of 3%.
ASSET REBALANCING
During the accumulation phase you can instruct us to automatically rebalance the
amounts in your mutual fund subaccounts or target series subaccounts to maintain
your desired asset allocation. This feature is called asset rebalancing and can
be started and stopped at any time free of charge. However, we will not
rebalance if you are in the dollar cost averaging program or if any other
transfer is requested. Asset rebalancing ignores amounts in the fixed account.
You can choose to rebalance monthly, quarterly, semi-annually, or annually.
TELEPHONE TRANSACTIONS
You may make transfers and change the allocation of additional premium payments
by telephone IF:
. you select the "Telephone Transfer/Reallocation Authorization" box in the
policy application or enrollment information; or
. you later make this request in writing.
You will be required to provide certain information for identification purposes
when requesting a transaction by telephone. We may also require written
confirmation of your request. We will not be liable for following telephone
requests that we believe are genuine.
Telephone requests must be received while the New York Stock Exchange is open to
assure same-day pricing of the transaction. We may discontinue this option at
any time.
5. EXPENSES
There are charges and expenses associated with your policy that reduce the
return on your investment in the policy.
SURRENDER CHARGES
During the accumulation phase, you can withdraw part or all of the cash value.
Cash value is the policy value increased or decreased by any excess interest
adjustment and decreased by an applicable surrender charge. We may apply a
surrender charge to compensate us for expenses relating to policy sales,
including commissions to registered representatives and
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other promotional expenses. After the first year, you can withdraw up to 10% of
your policy value each year free of surrender charges. This amount is referred
to as the free percentage and is determined at the time of the withdrawal. If
you withdraw money in excess of 10% of your policy value, you might have to pay
a surrender charge, which is a contingent deferred sales charge, on the excess
amount. The following schedule shows the surrender charges that apply during the
seven years following each premium payment:
- -------------------------------------------------
NUMBER OF YEARS SURRENDER CHARGE
SINCE PREMIUM (AS A PERCENTAGE OF
PAYMENT DATE PREMIUM WITHDRAWN)
- -------------------------------------------------
0 - 1 7%
- -------------------------------------------------
1 - 2 7%
- -------------------------------------------------
2 - 3 6%
- -------------------------------------------------
3 - 4 6%
- -------------------------------------------------
4 - 5 5%
- -------------------------------------------------
5 - 6 4%
- -------------------------------------------------
6 - 7 2%
- -------------------------------------------------
7 or more 0%
- -------------------------------------------------
For example, assume your policy value is $100,000 at the beginning of policy
year 2 and you withdraw $30,000. Since that amount is more than your free
percentage, you would pay a surrender charge of $1,400 on the remaining $20,000
(7% of $30,000 - $10,000).
You receive the full amount of a requested partial withdrawal because we deduct
any applicable excess interest adjustment and surrender charge from your
remaining policy value. You receive your cash value upon full surrender.
For surrender charge purposes, the oldest premium is considered to be withdrawn
first.
Keep in mind that withdrawals may be taxable, and if made before age 59 1/2, may
be subject to a 10% federal penalty tax. For tax purposes, withdrawals are
considered to come from earnings first.
Surrender charges are waived if you withdraw money under the nursing care and
terminal condition withdrawal option.
MORTALITY AND EXPENSE RISK FEE
We charge a fee as compensation for bearing certain mortality and expense risks
under the policy. Examples include a guarantee of annuity rates, the death
benefits, certain expenses of the policy, and assuming the risk that the current
charges will be insufficient in the future to cover costs of administering the
policy. For the Return of Premium Death Benefit the mortality and expense risk
fee is at an annual rate of 1.10% of assets. For the 5% Annually Compounding
Death Benefit and the Double Enhanced Death Benefit, the mortality and expense
risk fee is at an annual rate of 1.25% of assets. This annual fee is assessed
daily based on the net asset value of each mutual fund subaccount and target
series subaccount.
If this charge does not cover our actual costs, we absorb the loss. Conversely,
if the charge more than covers actual costs, the excess is added to our surplus.
We expect to profit from this charge. We may use any profit for any proper
purpose, including distribution expenses.
ADMINISTRATIVE CHARGES
We deduct an administrative charge to cover the costs of administering the
policies. This charge is equal to 0.15% per year of the daily net asset value of
the mutual fund account and the target account.
In addition, an annual service charge of $35 (but not more than 2% of the policy
value) is charged on each policy anniversary and at surrender. The service
charge is waived if your policy value or the sum of your premiums, less all
partial withdrawals, is at least $50,000.
DISTRIBUTION FINANCING CHARGE
We deduct a distribution financing charge to cover the cost of distributing the
policies for the first seven policy years. This daily charge is equal to an
effective annual rate of 0.15% of the daily net asset value of the mutual fund
account and the target account. This charge is not
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deducted after the annuity commencement date. This is deemed to be a deferred
sales charge.
PREMIUM TAXES
Some states assess premium taxes on the premium payments you make. We currently
do not deduct for these taxes at the time you make a premium payment. However,
we will deduct the total amount of premium taxes, if any, from the policy value
when:
. you elect to begin receiving annuity payments;
. you surrender the policy; or
. you die and a death benefit is paid (you must also be the annuitant for the
death benefit to be paid).
Generally, premium taxes range from 0% to 3.50%, depending on the state.
FEDERAL, STATE AND LOCAL TAXES
We may in the future deduct charges from the policy for any taxes we incur
because of the policy. However, no deductions are being made at the present
time.
TRANSFER FEE
You are allowed to make 12 free transfers per year before the annuity
commencement date. If you make more than 12 transfers per year, we reserve the
right to charge $10 for each transfer. Premium payments, asset rebalancing and
dollar cost averaging transfers are not considered transfers. All transfer
requests made at the same time are treated as a single request.
FAMILY INCOME PROTECTOR
If you elect the family income protector, there is an annual rider fee during
the accumulation phase of 0.30% of the minimum annuitization value, and a
stabilized payment fee of 1.25% of the daily net asset value if you annuitize
under the rider. The annual rider fee is also deducted upon a complete
withdrawal. (See Section 4, "INVESTMENT CHOICES - Family Income Protector.")
PORTFOLIO MANAGEMENT FEES
The value of the assets in each mutual fund subaccount will reflect the fees and
expenses paid by the underlying fund. A description of these expenses is found
in the underlying fund's prospectus.
TARGET ACCOUNT FEES
For its services to the target account, the manager is paid a fee of 0.75% of
the average daily net assets of each target series subaccount. For the adviser's
services to the target account, the manager pays the adviser a fee equal to
0.35% of the average daily net assets of each target series subaccount.
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without limitation, the following:
. legal expenses;
. accounting and auditing services;
. interest;
. taxes;
. costs of printing and distributing reports to shareholders;
. proxy materials and prospectuses;
. custodian, transfer agent and dividend disbursing agent charges;
. 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 series subaccounts on a basis that the Board of Managers
deems fair and equitable. This may be on the basis of relative net assets of
each target
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series subaccount or the nature of the services performed and relative
applicability to each target series subaccount.
The manager has agreed to limit each target series subaccount's management fee
and operating expenses during its first year of operations to an annual rate of
1.30% 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.)
6. TAXES
NOTE: PFL has prepared the following information on federal income taxes as a
general discussion of the subject. It is not intended as tax advice to any
individual. You should consult your own tax adviser about your own
circumstances. PFL has included an additional discussion regarding taxes in the
Statement of Additional Information.
ANNUITY POLICIES IN GENERAL
Deferred annuity policies are a way of setting aside money for future needs like
retirement. Congress recognized how important saving for retirement is and
provided special rules in the Internal Revenue Code for annuities.
Simply stated, these rules provide that generally you will not be taxed on the
earnings, if any, on the money held in your annuity policy until you take the
money out. This is referred to as tax deferral. There are different rules as to
how you will be taxed depending on how you take the money out and the type of
policy qualified or nonqualified (discussed below).
You will not be taxed on increases in the value of your policy until a
distribution occurs - either as a withdrawal or as annuity payments.
When a non-natural person (e.g., corporation or certain other entities other
than tax-qualified trusts) owns a nonqualified policy, the policy will generally
not be treated as an annuity for tax purposes.
QUALIFIED AND NONQUALIFIED POLICIES
If you purchase the policy under an individual retirement annuity, a pension
plan, or specially sponsored program, your policy is referred to as a qualified
policy.
Qualified policies are issued in connection with the following plans:
. Individual Retirement Annuity (IRA): A traditional IRA allows individuals
to make contributions, which may be deductible, to the Contract. A Roth IRA
also allows individuals to make contributions to the Contract, but it does
not allow a deduction for contributions, and distributions may be tax-free
if the owner meets certain rules.
. Tax-Sheltered Annuity (403(b) Plan): A 403(b) Plan may be made available to
employees of certain public school systems and tax-exempt organizations and
permits contributions to the Contract on a pre-tax basis.
. Corporate Pension and Profit-Sharing and H.R. 10 Plan: Employers and
self-employed individuals can establish pension or profit-sharing plans for
their employees or themselves and make contributions to the Contract on a
pre-tax basis.
. Deferred Compensation Plan (457 Plan): Certain governmental and tax-exempt
organizations can establish a plan to defer compensation on behalf of their
employees through contributions to the Contract.
If you purchase the policy as an individual and not under an individual
retirement annuity, 403(b) plan, 457 plan, or pension or profit sharing plan,
your policy is referred to as a nonqualified policy.
WITHDRAWALS - NONQUALIFIED POLICIES
If you make a withdrawal from your policy before the annuity commencement date,
the Internal Revenue Code treats that withdrawal as first coming from earnings
and then from your
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premium payments. When you make a withdrawal you are taxed on the amount of the
withdrawal that is earnings. (The excess interest adjustment resulting from the
withdrawal may affect the amount on which you are taxed.) Different rules apply
for annuity payments. See "Annuity Payments" below.
The Internal Revenue Code also provides that withdrawn earnings may be subject
to a penalty. The amount of the penalty is equal to 10% of the amount that is
includable in income. Some withdrawals will be exempt from the penalty. They
include any amounts:
. paid on or after the taxpayer reaches age 59 1/2;
. paid after the taxpayer dies;
. paid if the taxpayer becomes totally disabled (as that term is defined in
the Internal Revenue Code);
. paid in a series of substantially equal payments made annually (or more
frequently) under a lifetime annuity;
. paid under an immediate annuity; or
. which come from premium payments made prior to August 14, 1982.
All deferred non-qualified annuity policies that are issued by AUSA Life (or its
affiliates) to the same owner during any calendar year are treated as one
annuity for purposes of determining the amount includable in the owner's income
when a taxable distributions occurs.
WITHDRAWALS - QUALIFIED POLICIES
The above information describing the taxation of nonqualified policies does not
apply to qualified policies. There are special rules that govern with respect to
qualified policies. Generally, these rules restrict:
the amount that can be contributed to the policy during any year; and the time
when amounts can be paid from the policies.
In addition, a penalty tax may be assessed on amounts withdrawn from the policy
prior to the date you reach age 59 1/2, unless you meet one of the exceptions to
this rule. You may also be required to begin taking minimum distributions from
the policy by a certain rule. The terms of the plan may limit the rights
otherwise available to you under the policies.
We have provided more information in the Statement of Additional Information.
You should consult your legal counsel or tax adviser if you are considering
purchasing a policy for use with any retirement plan.
WITHDRAWALS - 403(B) POLICIES
The Internal Revenue Code limits the withdrawal of premium payments from certain
403(b) policies. Withdrawals can generally only be made when an owner:
. reaches age 59 1/2;
. leaves his/her job;
. dies;
. becomes disabled (as that term is defined in the Internal Revenue Code); or
. in the case of hardship. However, in the case of hardship, the owner can
only withdraw the premium payments and not any earnings.
TAX STATUS OF THE POLICY
The following discussion is based on the assumption that the policy qualifies as
an annuity contract for federal income tax purposes.
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)(S)1.817-5)
apply a diversification requirement to each of the mutual fund subaccounts and
the target series 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
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participation in the Endeavor Series Trust and the Merrill Lynch Variable Series
Funds, Inc. which 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, which requires the target
series 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 mutual fund account used to support their contracts. In those circumstances,
income and gains from the mutual fund 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 mutual fund 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 mutual fund 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 series
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 pro rata share of the assets of the mutual fund
account or the target account
DIVERSIFICATION AND DISTRIBUTION REQUIREMENTS
The Internal Revenue Code provides that the underlying investments for a
variable annuity must satisfy certain diversification requirements in order to
be treated as an annuity policy. The policy must also meet certain distribution
requirements at the death of an owner in order to be treated as an annuity
policy. These diversification and distribution requirements are discussed in the
Statement of Additional Information. PFL may modify the policy to attempt to
maintain favorable tax treatment.
The target account, through the target series 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
adviser that requires the target series subaccounts to be operated in compliance
with the Treasury regulations. The adviser reserves the right to depart from
either target series subaccount's investment strategy in order to meet these
diversification requirements. See the Statement of Additional Information for
more information concerning diversification requirements.
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:
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. if distributed in a lump sum, these amounts are taxed in the same manner as
a full surrender; or
. if distributed under an annuity payment option, these amounts are taxed in
the same manner as annuity payments.
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. (The same tax treatment applies to any amounts
distributed after an owner's death.)
ANNUITY PAYMENTS
Although the tax consequences may vary depending on the annuity payment option
you select, in general, for nonqualified and certain qualified policies, only a
portion of the annuity payments you receive will be includable in your gross
income.
In general, the excludable portion of each annuity payment you receive will be
determined as follows:
. Fixed payments - 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. This is the percentage of each
annuity payment that is excludable.
. Variable payments - by dividing the "investment in the contract" on the
annuity commencement date by the total number of expected periodic
payments. This is the amount of each annuity payment that is excludable.
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.
If you select more than one annuity payment option, special rules govern the
allocation of the Policy's entire "investment in the contract" to each such
option, for purposes of determining the excludable amount of each payment
received under that option. We advise you to consult a competent tax adviser as
to the potential tax effects of allocating amounts to any particular annuity
payment option.
If, after the annuity commencement date, annuity payments stop because an
annuitant died, the excess (if any) of the "investment in the contract" as of
the annuity commencement date over the aggregate amount of annuity payments
received that was excluded from gross income is generally allowable as a
deduction for your last taxable year.
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF POLICIES
A transfer of ownership or assignment of a policy, the designation of an
annuitant or other beneficiary who is not also the owner, the selection of
certain annuity commencement dates, or a change of annuitant, may result in
certain income or gift tax consequences to the owner that are beyond the scope
of this discussion. An owner contemplating any such transfer, assignment,
selection, or change should contact a competent tax adviser in respect to the
potential tax effects of such a transaction.
POSSIBLE TAX LAW CHANGES
Although the likelihood of legislative changes in uncertain, there is always the
possibility that the tax treatment of the policy could change by legislation or
otherwise. You should consult a tax adviser with respect to legislative
developments and their effect on the policy.
7. ACCESS TO YOUR MONEY
SURRENDERS
During the accumulation phase, you can have access to the money in your policy
in several ways:
32
<PAGE>
. by making a withdrawal (either a complete or partial withdrawal); or
. by taking annuity payments.
If you want to make a complete withdrawal, you will receive the value of your
policy including any excess interest adjustment, minus:
. surrender charges;
. premium taxes; and
. service charges.
If you want to take a partial withdrawal, in most cases it must be for at least
$500. Unless you tell us otherwise, we will take the withdrawal from each of the
investment choices in proportion to the policy value.
Remember that any withdrawal you take will reduce the policy value, and might
reduce the amount of the death benefit. See Section 9, Death Benefit, for more
details. Withdrawals may be subject to a surrender charge. Withdrawals from the
fixed account may also be subject to an excess interest adjustment.
Income taxes, federal tax penalties and certain restrictions may apply to any
withdrawals you make.
During the income phase, the annuity payment option you select will determine
your access to the money in your policy.
DELAY OF PAYMENT AND TRANSFERS
Payment of any amount due from the mutual fund account or target account for a
surrender, a death benefit, or the death of the owner of a nonqualified policy,
will generally occur within seven business days from the date all required
information is received by PFL. PFL may be permitted to defer such payment from
the mutual fund account and target account if:
. the New York Stock Exchange is closed other than for usual weekends or
holidays or trading on the Exchange is otherwise restricted;
. an emergency exists as defined by the SEC or the SEC requires that trading
be restricted; or
. the SEC permits a delay for the protection of owners.
In addition, transfers of amounts from the mutual fund subaccounts and target
series subaccounts may be deferred under these circumstances.
Pursuant to the requirements of certain state laws, we reserve the right to
defer payment of the cash value from the fixed account for up to six months.
EXCESS INTEREST ADJUSTMENT
Money that you withdraw from a guaranteed period option of the fixed account
before the end of its guaranteed period (the number of years you specified the
money would remain in the guaranteed period option) may be subject to an excess
interest adjustment. At the time you request a withdrawal, if interest rates set
by PFL have risen since the date of the initial guarantee, the excess interest
adjustment will result in a lower cash value on surrender. However, if interest
rates have fallen since the date of the initial guarantee, the excess interest
adjustment will result in a higher cash value on surrender.
There will be no excess interest adjustment on any of the following:
. lump sum withdrawals of the free percentage available;
. nursing care and terminal condition withdrawals;
. withdrawals to satisfy any minimum distribution requirements; and
. systematic payout option payments, which do not exceed 10% of the policy
value.
Certain conditions must be satisfied. See the Statement of Additional
Information for more details.
33
<PAGE>
SYSTEMATIC PAYOUT OPTION
You can receive regular payments from your policy by using the systematic payout
option. Under this option, you can receive up to 10% (annually) of your policy's
value free of surrender charges. Payments can be made monthly, quarterly,
semi-annually, or annually.
NURSING CARE AND TERMINAL CONDITION WITHDRAWAL OPTION
No surrender charges or excess interest adjustment will apply if you or your
spouse has been:
. confined in a hospital or nursing facility for 30 days in a row; or
. diagnosed with a terminal condition (usually a life expectancy of 12 months
or less).
This benefit is also available to the annuitant or annuitant's spouse if the
owner is not a natural person.
This benefit may not be available in all states. See the policy or endorsement
for details and conditions.
8. PERFORMANCE
THE MUTUAL FUND ACCOUNT
PFL periodically advertises performance of the various mutual fund subaccounts.
We may disclose at least four different kinds of performance. First, we may
calculate performance by determining the percentage change in the value of an
accumulation unit by dividing the increase (decrease) for that unit by the value
of the accumulation unit at the beginning of the period. This performance number
reflects the deduction of the mortality and expense risk fees and administrative
charges. It does not reflect the deduction of any applicable premium taxes or
surrender charges. The deduction of any applicable premium taxes or surrender
charges would reduce the percentage increase or make greater any percentage
decrease.
Second, any advertisement will also include total return figures, which reflect
the deduction of the mortality and expense risk fees, administrative charges and
surrender charges.
Third, for periods starting prior to the date the policies were first offered,
the performance will be based on the historical performance of the corresponding
investment portfolios for the periods commencing from the date on which the
particular investment portfolio was made available through the mutual fund
account. Fourth, in addition, for certain investment portfolios, performance may
be shown for the period commencing from the inception date of the investment
portfolio. These figures should not be interpreted to reflect actual historical
performance of the mutual fund account. We also may, from time to time, include
in our advertising and sales materials, tax deferred compounding charts and
other hypothetical illustrations, which may include, comparisons of currently
taxable and tax deferred investment programs, based on selected tax brackets.
Appendix B contains performance information that you may find useful. It is
divided into various parts, depending upon the type of performance information
shown. Future performance will vary and future results will not be the same as
the results shown.
THE TARGET ACCOUNT
Performance information regarding the target series subaccounts is in Appendix B
and in the Statement of Additional Information.
9. DEATH BENEFIT
We will pay a death benefit to your beneficiary, under certain circumstances, if
the annuitant dies before the accumulation phase and the annuitant was also an
owner. (If the annuitant was not an owner, a death benefit may or may not be
paid. See below). The beneficiary may choose an annuity payment option, or may
choose to receive a lump sum.
34
<PAGE>
WHEN WE PAY A DEATH BENEFIT
Before the Annuity Commencement Date We will pay a death benefit to your
beneficiary IF:
. you are both the annuitant and an owner of the policy; and
. you die before the annuity commencement date.
If the only beneficiary is your surviving spouse, then he or she may elect to
continue the policy as the new annuitant and owner, instead of receiving the
death benefit.
We will also pay a death benefit to your beneficiary IF:
. you are not the annuitant; and
. the annuitant dies before the annuity commencement date; and
. you specifically requested that the death benefit be paid upon the
annuitant's death.
Distribution requirements apply to the policy value upon the death of any owner.
These requirements are detailed in the Statement of Additional Information.
After the Annuity Commencement Date
The death benefit payable, if any, on or after the annuity commencement date
depends on the annuity payment option selected.
IF:
. you are not the annuitant; and
. you die on or after the annuity commencement date; and
. the entire interest in the policy has not been paid to you;
THEN:
. 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 your death.
WHEN WE DO NOT PAY A DEATH BENEFIT
No death benefit is paid in the following cases:
IF:
. you are not the annuitant; and
. the annuitant dies prior to the annuity commencement date; and
. you did not specifically request that the death benefit be paid upon the
annuitant's death;
THEN:
. you will become the new annuitant and the policy will continue.
IF:
. you are not the annuitant; and
. you die prior to the annuity commencement date;
THEN:
. the new owner must surrender the policy for the policy value increased or
decreased by an excess interest adjustment within five years of your death.
Note carefully. If the owner does not name a contingent owner, the owner's
estate will become the new owner. If no probate estate is opened (because, for
example, the owner has precluded the opening of a probate estate by means of a
trust or other instrument), and PFL has not received written notice of the trust
as a successor owner signed prior to the owner's death, then that trust may not
exercise ownership rights to the policy. It may be necessary to open a probate
estate in order to exercise ownership rights to the policy if no contingent
owner is named in a written notice received by PFL.
AMOUNT OF DEATH BENEFIT
Death benefit provisions may differ from state to state. The death benefit may
be paid as a lump sum or as annuity payments. The amount of the death benefit
depends on the guaranteed minimum death benefit option you chose when you bought
the policy. The death benefit will be the greatest of:
35
<PAGE>
. policy value on the date we receive the required information; or
. cash value on the date we receive the required information; or
. guaranteed minimum death benefit (discussed below), plus premium payments,
less partial withdrawals from the date of death to the date the death
benefit is paid.
GUARANTEED MINIMUM DEATH BENEFIT
On the policy application, you may choose one of the three guaranteed minimum
death benefit options listed below.
After the policy is issued, you cannot make an election and the death benefit
cannot be changed.
Return of Premium Death Benefit
Total premium payments, less any adjusted partial withdrawals (discussed below)
as of the date of death.
The Return of Premium Death Benefit will be in effect if you do not choose one
of the options below on the policy application.
5% Annually Compounding Death Benefit
Total premium payments, less any adjusted partial withdrawals, plus interest at
an effective annual rate of 5% from the premium payment date or withdrawal date
to the earlier of the date of death or the owner's 81st birthday. There is an
extra charge for this death benefit.
The 5% Annually Compounding Death Benefit is not available if the owner or
annuitant is 75 or older on the policy date.
Double Enhanced Death Benefit
The greater of the following:
. 5% Annually Compounding Death Benefit - total premium payments, less any
adjusted partial withdrawals, plus interest at an effective annual rate of
5% from the premium payment date or withdrawal date to the date of death
(but not later than your 81st birthday).
. Step-Up Death Benefit - the largest policy value on the policy date or on
any policy anniversary before you reach age 81; plus any premium payments
you have made since then; minus any adjusted partial withdrawals we have
paid to you since then.
There is an extra charge for this death benefit.
The Double Enhanced Death Benefit is not available if the owner or annuitant is
81 or older on the policy date.
IF, under all three death benefit options:
. the surviving spouse elects to continue the policy instead of receiving the
death benefit; and
. the guaranteed minimum death benefit is greater than the policy value;
THEN:
. we will increase the policy value to be equal to the guaranteed minimum
death benefit.
This increase is made only at the time the surviving spouse elects to
continue the policy.
ADJUSTED PARTIAL WITHDRAWAL
When you request a partial withdrawal, your guaranteed minimum death benefit
will be reduced by an amount called the adjusted partial withdrawal. Under
certain circumstances, the adjusted partial withdrawal may be more than the
amount of your withdrawal request. It is also possible that if a death benefit
is paid after you have made a partial withdrawal, then the total amount paid
could be less than the total premium payments. We have included a detailed
explanation of this adjustment in the Statement of Additional Information.
10. OTHER INFORMATION
OWNERSHIP
You, as owner of the policy, exercise all rights under the policy. You can
change the owner at any time by notifying us in writing. An ownership change may
be a taxable event.
36
<PAGE>
ASSIGNMENT
You can also assign the policy any time during your lifetime. PFL will not be
bound by the assignment until we receive written notice of the assignment. We
will not be liable for any payment or other action we take in accordance with
the policy before we receive notice of the assignment. An assignment may be a
taxable event. There may be limitations on your ability to assign a qualified
policy.
PFL LIFE INSURANCE COMPANY
PFL Life Insurance Company was incorporated under the laws of the State of Iowa
on April 19, 1961 as NN Investors Life Insurance Company, Inc. It is engaged in
the sale of life and health insurance and annuity policies. PFL is a wholly
owned indirect subsidiary of AEGON USA, Inc. which conducts most 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, the securities of which
are publicly traded. AEGON n.v., a holding company, conducts its business
through subsidiary companies engaged primarily in the insurance business. PFL is
licensed in the District of Columbia, Guam, and in all states except New York.
All obligations arising under the policies, including the promise to make
annuity payments, are general corporate obligations of PFL.
THE MUTUAL FUND ACCOUNT
PFL established a mutual fund account, called the PFL Endeavor VA Separate
Account, under the laws of the State of Iowa on January 19, 1990. The mutual
fund account receives and currently invests the premium payments that are
allocated to it for investment in shares of the underlying mutual fund
portfolios.
The mutual fund account is registered with the SEC as a unit investment trust
under the Investment Company Act of 1940. However, the SEC does not supervise
the management, the investment practices, or the policies of the mutual fund
account or PFL. Income, gains and losses, whether or not realized, from assets
allocated to the mutual fund account are, in accordance with the policies,
credited to or charged against the mutual fund account without regard to PFLs
other income, gains or losses.
The assets of the mutual fund account are held in PFLs name on behalf of the
mutual fund account and belong to PFL. However, those assets that underlie the
policies are not chargeable with liabilities arising out of any other business
PFL may conduct. The mutual fund account includes other subaccounts that are not
available under these policies.
Information about the mutual fund account can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. You may obtain information about
the operation of the public reference room by calling the Securities and
Exchange Commission at 1-800-SEC-0330. In addition, the SEC maintains a web site
(http://www.sec.gov) that contains other information regarding the mutual fund
account.
THE TARGET ACCOUNT
PFL established the PFL Endeavor Target Account (the target account) under the
laws of the state of Iowa on September 15, 1997. The target account is
registered with the SEC under the Investment Company Act of 1940, as amended, 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 two Dow(SM) Target 10 Subaccounts (January and July Series) and the two
Dow(SM) Target 5 Subaccounts (January and July Series) are non-diversified
target series subaccounts of the target account.
37
<PAGE>
Legislation. Legislation may be enacted at any time that could negatively affect
the common shares in the target series 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 target series subaccounts. There
can be no assurance that future legislation, regulation or deregulation will not
have a material adverse effect on the target series subaccounts or will not
impair the ability of the issuers of the common shares to achieve their business
goals.
MIXED AND SHARED FUNDING
Before making a decision concerning the allocation of premium payments to a
particular mutual fund subaccount, please read the underlying funds'
prospectuses. The underlying funds are not limited to selling their shares to
this mutual fund account and can accept investments from any separate account or
qualified retirement plan of an insurance company. Since the portfolios of the
underlying funds are available to registered mutual fund accounts offering
variable annuity products of PFL, as well as variable annuity and variable life
products of other insurance companies, and qualified retirement plans, there is
a possibility that a material conflict may arise between the interests of this
mutual fund account and one or more of the mutual fund accounts of another
participating insurance company. In the event of a material conflict, the
affected insurance companies, including PFL, agree to take any necessary steps
to resolve the matter. This includes removing their mutual fund accounts from
the underlying funds. See the underlying funds' prospectuses for more
details.
REINSTATEMENTS
You may surrender your policy and transfer your money directly to another life
insurance company (sometimes referred to as a 1035 Exchange or a
trustee-to-trustee transfer). You may also request us to reinstate your policy
after such a transfer by returning the same total dollar amount of funds to the
applicable investment choices. The dollar amount will be used to purchase new
accumulation units at the then-current price. Because of changes in market
value, your new accumulation units may be worth more or less than the units you
previously owned. We recommend that you consult a tax professional to explain
the possible tax consequences of exchanges and/or reinstatements.
VOTING RIGHTS
Mutual Fund Account. PFL will vote all shares of the underlying funds in
accordance with instructions we receive from you and other owners that have
voting interests in the portfolios. We will send you and other owners written
requests for instructions on how to vote those shares. When we receive those
instructions, we will vote all of the shares in proportion to those
instructions. If, however, we determine that we are permitted to vote the shares
in our own right, we may do so.
Each person having a voting interest will receive proxy material, reports, and
other materials relating to the appropriate portfolio.
Target Account. You (or the person receiving annuity payments) can vote on
certain matters with respect to the target series subaccounts you have an
interest in. Such matters include:
. changes in the investment advisory agreement;
. changes in the fundamental investment policies;
. any other matter requiring a vote of persons holding voting interests; and
. matters pursuant to the requirements of Rules 12b-1 and 18f-2 of the
Investment Company Act of 1940.
On certain matters, each target series subaccount may vote separately. Each
person having a voting interest will receive proxy material, reports, and other
materials relating to the appropriate target series subaccount.
38
<PAGE>
DISTRIBUTOR OF THE POLICIES
AFSG Securities Corporation is the principal underwriter of the policies. Like
PFL, it is an indirect wholly owned subsidiary of AEGON USA, Inc. It is located
at 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001. AFSG Securities
Corporation is registered as a broker/dealer under the Securities Exchange Act
of 1934. It is a member of the National Association of Securities Dealers, Inc.
Commissions of up to 6% of premium payments or 5% of premium payments plus an
annual continuing fee based on policy values will be paid to broker/dealers who
sell the policies under agreements with AFSG Securities Corporation. These
commissions are not deducted from premium payments. In addition, certain
production, persistency and managerial bonuses may be paid. PFL may also pay
compensation to financial institutions for their services in connection with the
sale and servicing of the policies.
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.
VARIATIONS IN POLICY PROVISIONS
Certain provisions of the policies may vary from the descriptions in this
prospectus in order to comply with different state laws. See your policy for
variations since any such state variations will be included in your policy or in
riders or endorsements attached to your policy.
New Jersey residents: Annuity payments must begin on or before the later of: (1)
the policy anniversary that is closest to the annuitant's 70th birthday or (2)
the 10th policy anniversary. 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.
YEAR 2000 MATTERS
In May 1996, PFL Life Insurance Company (PFL) adopted and presently has in place
a Year 2000 Project Plan (the "Plan") to review and analyze existing hardware
and software systems, as well as voice and data communications systems, to
determine if they are Year 2000 compliant. As of March 1, 1999, substantially
all of PFL's mission-critical systems are Year 2000 compliant. The Year 2000
Project Plan remains on track as PFL continues with the validation of its
mission-critical and non-mission-critical systems, including revalidation
testing in 1999. In addition, PFL has undertaken aggressive initiatives to test
all systems that interface with any third parties and other business partners.
All of these steps are aimed at allowing current operations to remain unaffected
by the year 2000 date change.
As of the date of this prospectus, PFL has identified and made available what it
believes are the appropriate resources of hardware, people, and dollars,
including the engagement of outside third parties, to ensure that the Plan will
be completed.
The actions taken by management under The Year 2000 Project Plan are intended to
significantly reduce PFL's risk of a material business interruption based on the
Year 2000 issues. It should be noted that the Year 2000 computer problem, and
its resolution, is complex and multifaceted, and any company's success cannot be
conclusively known until the Year 2000 is reached. In spite of its efforts or
results, PFL's ability to function unaffected to and through the Year 2000 may
be adversely affected by actions, or failure to act, of third parties beyond our
knowledge or control.
39
<PAGE>
This statement is a Year 2000 Readiness Disclosure pursuant to Section 3(9) of
the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. Section 1
(1998).
IMSA
PFL is a member of the Insurance Marketplace Standards Association (IMSA). IMSA
members subscribe to a set of ethical standards involving the sales and service
of individually sold life insurance and annuities. As a member, we may use the
IMSA logo and language in advertisements.
LEGAL PROCEEDINGS
There are no legal proceedings to which the mutual fund account or target
account is a party or to which the assets of the account are subject. PFL, like
other life insurance companies, is involved in lawsuits. In some class action
and other lawsuits involving other insurers, substantial damages have been
sought and/or material settlement payments have been made. Although the outcome
of any litigation cannot be predicted with certainty, PFL believes that at the
present time there are no pending or threatened lawsuits that are reasonably
likely to have a material adverse impact on the mutual fund account, target
account or PFL.
FINANCIAL STATEMENTS
The financial statements of PFL, the mutual fund account, and the target account
are included in the Statement of Additional Information.
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
Glossary of Special Terms
The Policy-- General Provisions Certain Federal
Income Tax Consequences
Investment Experience
Family Income Protector-
Hypothetical Illustration
Historical Performance Data
The Target Account
Published Ratings
State Regulation of PFL
Administration Records and
Reports
Distribution of the Policies
Other Products
Custody of Assets
Legal Matters
Independent Auditors
Other Information
Financial Statements
40
<PAGE>
APPENDIX A
CONDENSED FINANCIAL INFORMATION
The Mutual Fund Account
The accumulation unit values and the number of accumulation units outstanding
for each mutual fund subaccount from the date of inception are shown in the
following tables.
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
<TABLE>
<CAPTION>
========================================================================================================
ACCUMULATION UNIT ACCUMULATION UNIT NUMBER OF
VALUE VALUE ACCUMULATION
AT BEGINNING OF AT END OF UNITS AT END
YEAR YEAR OF YEAR
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Merrill Lynch Basic Value Focus ML Subaccount
1998....................................... $ 1.045149 $ 1.128892 1,297,000.676
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 1.045149 1,158,912.186
- --------------------------------------------------------------------------------------------------------
Merrill Lynch High Current Income ML Subaccount
1998....................................... $ 1.036753 $ 0.991602 1,798,460.840
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 1.036753 1,515,274.846
- --------------------------------------------------------------------------------------------------------
Merrill Lynch Developing Capital Markets Focus
ML Subaccount
1998....................................... $ .776036 $ 0.540808 265,187.471
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 0.776036 731,215.174
- --------------------------------------------------------------------------------------------------------
Endeavor Asset Allocation ML Subaccount
1998....................................... $ 2.170350 $ 2.535888 581,570.894
---------- ---------- -------------
1997/(1)/.................................. $ 2.073492 $ 2.170350 560,006.492
- --------------------------------------------------------------------------------------------------------
Endeavor Money Market ML Subaccount
1998....................................... $ 1.195541 $ 1.239556 358,756.987
---------- ---------- -------------
1997/(1)/.................................. $ 1.174747 $ 1.195541 237,144.180
- --------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income ML Subaccount
1998....................................... $ 1.923605 $ 2.065623 1,136,105.291
---------- ---------- -------------
1997/(1)/.................................. $ 1.757991 $ 1.923605 1,205,031.181
- --------------------------------------------------------------------------------------------------------
T. Rowe Price Growth Stock ML Subaccount
1998....................................... $ 2.041994 $ 2.593121 648,309.723
---------- ---------- -------------
1997/(1)/.................................. $ 1.905196 $ 2.041994 863,752.125
- --------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock ML Subaccount
1998....................................... $ 1.345562 $ 1.533035 716,581.848
---------- ---------- -------------
1997/(1)/.................................. $ 1.490376 $ 1.345562 1,418,820.061
- --------------------------------------------------------------------------------------------------------
Endeavor Value Equity ML Subaccount
1998....................................... $ 2.084599 $ 2.212928 504,437.700
---------- ---------- -------------
1997/(1)/.................................. $ 1.951455 $ 2.084599 695,791.985
- --------------------------------------------------------------------------------------------------------
Endeavor Opportunity Value ML Subaccount
1998....................................... $ 1.156145 $ 1.200101 602,380.346
---------- ---------- -------------
1997/(1)/.................................. $ 1.103566 $ 1.156145 823,035.993
- --------------------------------------------------------------------------------------------------------
Endeavor Enhanced Index ML Subaccount
1998....................................... $ 1.216754 $ 1.577775 972,108.717
---------- ---------- -------------
1997/(1)/.................................. $ 1.140312 $ 1.216754 842,854.350
- --------------------------------------------------------------------------------------------------------
Dreyfus U.S. Government Securities ML Subaccount
1998....................................... $ 1.214143 $ 1.286733 1,216,510.180
---------- ---------- -------------
1997/(1)/.................................. $ 1.156486 $ 1.214143 250,859.166
- --------------------------------------------------------------------------------------------------------
</TABLE>
41
<PAGE>
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Value ML Subaccount
1998....................................... $ 1.849865 $ 1.785929 767,224.503
---------- ---------- -------------
1997/(1)/.................................. $ 1.763002 $ 1.849865 1,303,710.955
- --------------------------------------------------------------------------------------------------------
Endeavor Select 50 ML Subaccount
1998/(2)/.................................. $ 1.000000 $ 1.052609 282,424.968
- --------------------------------------------------------------------------------------------------------
Endeavor High Yield ML Subaccount
1998/(3)/.................................. $ 1.000000 $ 0.961203 121,411.851
- --------------------------------------------------------------------------------------------------------
Endeavor Janus Growth ML Subaccount
1998....................................... $ 19.650673 $ 31.898334 90,917.724
---------- ---------- -------------
1997/(1)/.................................. $ 19.367467 $ 19.650673 134,838.617
- --------------------------------------------------------------------------------------------------------
</TABLE>
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
<TABLE>
<CAPTION>
========================================================================================================
VALUE VALUE ACCUMULATION
AT BEGINNING OF AT END OF UNITS AT END
YEAR YEAR OF YEAR
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Merrill Lynch Basic Value Focus ML Subaccount
1998....................................... $ 1.045922 $ 1.126397 5,316,789.797
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 1.045922 279,869.269
- --------------------------------------------------------------------------------------------------------
Merrill Lynch High Current Income ML Subaccount
1998....................................... $ 1.037515 $ 0.989413 5,690,546.719
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 1.037515 296,791.692
- --------------------------------------------------------------------------------------------------------
Merrill Lynch Developing Capital Markets Focus
ML Subaccount
1998....................................... $ 0.776606 $ 0.539622 1,369,352.447
---------- ---------- -------------
1997/(1)/.................................. $ 1.000000 $ 0.776606 190,773.375
- --------------------------------------------------------------------------------------------------------
Endeavor Asset Allocation ML Subaccount
1998....................................... $ 2.171948 $ 2.530280 2,567,841.512
---------- ---------- -------------
1997/(1)/.................................. $ 2.073492 $ 2.171948 146,972.115
- --------------------------------------------------------------------------------------------------------
Endeavor Money Market ML Subaccount
1998....................................... $ 1.196418 $ 1.236824 1,488,032.472
---------- ---------- -------------
1997/(1)/.................................. $ 1.174747 $ 1.196418 186,769.997
- --------------------------------------------------------------------------------------------------------
T. Rowe Price Equity Income ML Subaccount
1998....................................... $ 1.925022 $ 2.061049 5,183,438.967
---------- ---------- -------------
1997/(1)/.................................. $ 1.757991 $ 1.925022 399,676.687
- --------------------------------------------------------------------------------------------------------
T. Rowe Price Growth Stock ML Subaccount
1998....................................... $ 2.043487 $ 2.587405 3,959,439.113
---------- ---------- -------------
1997/(1)/.................................. $ 1.905196 $ 2.043487 275,873.510
- --------------------------------------------------------------------------------------------------------
T. Rowe Price International Stock ML Subaccount
1998....................................... $ 1.346560 $ 1.529630 3,171,012.285
---------- ---------- -------------
1997/(1)/.................................. $ 1.490376 $ 1.346560 396,884.393
- --------------------------------------------------------------------------------------------------------
Endeavor Value Equity ML Subaccount
1998....................................... $ 2.086130 $ 2.208027 3,058,826.681
---------- ---------- -------------
1997/(1)/.................................. $ 1.951455 $ 2.086130 185,606.823
- --------------------------------------------------------------------------------------------------------
Endeavor Opportunity Value ML Subaccount
1998....................................... $ 1.156993 $ 1.197456 4,355,754.613
---------- ---------- -------------
1997/(1)/.................................. $ 1.103566 $ 1.156993 278,938.732
- --------------------------------------------------------------------------------------------------------
Endeavor Enhanced Index ML Subaccount
1998....................................... $ 1.217647 $ 1.574288 4,212,857.466
---------- ---------- -------------
1997/(1)/.................................. $ 1.140312 $ 1.217647 517,261.206
- --------------------------------------------------------------------------------------------------------
</TABLE>
42
<PAGE>
<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
Dreyfus U.S. Government Securities ML Subaccount
1998....................................... $ 1.215033 $ 1.283878 2,530,595.105
---------- ---------- -------------
1997/(1)/.................................. $ 1.156486 $ 1.215033 142,705.078
- --------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Value ML Subaccount
1998....................................... $ 1.851229 $ 1.781970 4,007,192.724
---------- ---------- -------------
1997/(1)/.................................. $ 1.763002 $ 1.851229 427,723.238
- --------------------------------------------------------------------------------------------------------
Endeavor Select 50 ML Subaccount
1998/(2)/.................................. $ 1.000000 $ 1.051197 2,154,769.996
- --------------------------------------------------------------------------------------------------------
Endeavor High Yield ML Subaccount
1998/(3)/.................................. $ 1.000000 $ 0.960378 277,923.144
- --------------------------------------------------------------------------------------------------------
Endeavor Janus Growth ML Subaccount
1998....................................... $ 19.665157 $ 31.827882 468,647.981
---------- ---------- -------------
1997/(1)/.................................. $ 19.367467 $ 19.665157 22,707.469
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Period from July 3, 1997 through December 31, 1997.
(2) Period from February 2, 1998 through December 31, 1998.
(3) Period from June 2, 1998 through December 31, 1998.
43
<PAGE>
CONDENSED FINANCIAL INFORMATION
The Target Account
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
<TABLE>
<CAPTION>
==========================================================================================================
THE DOW TARGET 10 THE DOW TARGET 5 SUBACCOUNT
SUBACCOUNT (JULY SERIES) (JULY SERIES)
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income
1998/(1)/ ........................... .0090092 .0049654
----------------------------------------------------------------------------------------------------------
Expenses
1998/(1)/ ........................... *.0081752** *.0021646**
----------------------------------------------------------------------------------------------------------
Net investment income
1998/(1)/ ........................... .0083407 .00280077
----------------------------------------------------------------------------------------------------------
Net realized and unrealized gains
(losses) on securities 1998/(1)/ ......... .0331629 .1185332
----------------------------------------------------------------------------------------------------------
Net increase (decrease) in
Accumulation unit value 1998/(1)/ ........ .033997 .121334
----------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period
1998/(1)/ ........................... 1.000000 1.000000
----------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period
1998/(1)/ ........................... 1.033997 1.121334
----------------------------------------------------------------------------------------------------------
Expenses to average net assets
1998/(1)/ ........................... 1.30% 1.30%
----------------------------------------------------------------------------------------------------------
Portfolio turnover rates
1998/(1)/ ........................... 0% 0%
----------------------------------------------------------------------------------------------------------
Number of accumulation units
Outstanding at end of period
1998/(1)/........................... 1,304,684 662,269
==========================================================================================================
</TABLE>
_________
* less than sign
** greater than sign
44
<PAGE>
Return of Premium Death Benefit
<TABLE>
<CAPTION>
==========================================================================================================
The Dow Target 10 The Dow Target 5 Subaccount
Subaccount (July Series) (July Series)
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income
1998/(1)/ ................................. .0013818 .0009835
----------------------------------------------------------------------------------------------------------
Expenses
1998/(1)/ ................................. *.0011218** *.0004288**
----------------------------------------------------------------------------------------------------------
Net investment income
1998/(1)/ ................................. .00026003 .00055475
----------------------------------------------------------------------------------------------------------
Net realized and unrealized gains
(losses) on securities 1998/(1)/ ............... .0345040 .1216153
----------------------------------------------------------------------------------------------------------
Net increase (decrease) in
Accumulation unit value 1998/(1)/ .............. .034764 .122170
----------------------------------------------------------------------------------------------------------
Accumulation unit value at beginning of period
1998/(1)/ ................................. 1.000000 1.000000
----------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period
1998/(1)/ ................................. 1.034764 1.122170
----------------------------------------------------------------------------------------------------------
Expenses to average net assets
1998/(1)/ ................................. 1.30% 1.30%
----------------------------------------------------------------------------------------------------------
Portfolio turnover rates
1998/(1)/ ................................. 0% 0%
----------------------------------------------------------------------------------------------------------
Number of accumulation units
Outstanding at end of period
1998/(1)/ ................................ 141,796 175,738
----------------------------------------------------------------------------------------------------------
</TABLE>
* less than sign
** greater than sign
(1) Period from July 1, 1998 through December 31, 1998.
The Dow(SM) Target 10 (January Series) and The Dow(SM) Target 5 (January
Series) had not commenced operations as of December 31, 1998. Accordingly,
no comparable data is available for those Subaccounts.
45
<PAGE>
APPENDIX B
HISTORICAL PERFORMANCE DATA
THE MUTUAL FUND ACCOUNT
STANDARDIZED PERFORMANCE DATA
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 Endeavor Money Market Portfolio (the "Endeavor Money
Market Subaccount"). These figures are calculated according to standardized
methods prescribed by the SEC. They are based on historical earnings and are not
intended to indicate future performance.
Endeavor Money Market Subaccount. The yield of the Endeavor 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.
Other Subaccounts. The yield of a mutual fund subaccount (other than the
Endeavor 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 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 last 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, and
they do not reflect the rider charge for the optional family income protector.
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, 1998, and for the one and five year periods ended
December 31, 1998 are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee, the distribution financing
charge and the administrative charges. Performance figures may reflect the 1.25%
mortality and expense risk fee for the 5% Annually Compounding and Double
Enhanced Death Benefits, or the 1.10% mortality and expense risk fee for the
Return of Premium Death Benefit. Standard total return calculations will reflect
the effect of surrender charges that may be applicable to a particular period.
46
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 1
Standard Average Annual Total Returns
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
-----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended 12/31/98 Subaccount Inception
Subaccount 12/31/98 to 12/31/98 Date/(4)/
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill Lynch Basic Value Focus/(1)/.... 2.38% N/A 4.78% July 2, 1997
Merrill Lynch High Current Income/(1)/.. *10.03%** N/A *4.40%** July 2, 1997
Merrill Lynch Developing Capital
Markets Focus/(1)/...................... *36.07%** N/A *38.51%** July 2, 1997
Endeavor Asset Allocation............... 11.24% 12.30% 12.53% April 8, 1991
T. Rowe Price Equity Income............. 1.75% N/A 19.11% January 3, 1995
T. Rowe Price Growth Stock.............. 21.42% N/A 26.25% January 3, 1995
T. Rowe Price International Stock/(2)/.. 8.32% 5.32% 5.40% April 8, 1991
Endeavor Value Equity................... 0.52% 16.42% 14.91% May 27, 1993
Endeavor Opportunity Value.............. *1.85%** N/A 15.14% November 18, 1996
Endeavor Enhanced Index................. 24.11% N/A 52.25% May 1, 1997
Dreyfus U.S. Government Securities...... 0.34% N/A 4.78% May 9, 1994
Dreyfus Small Cap Value/(3)/............ *9.13%** 9.59% 10.31% May 4, 1993
Endeavor Select 50...................... N/A N/A *1.92%** February 2, 1998
Endeavor High Yield..................... N/A N/A *10.98%** June 2, 1998
Endeavor Janus Growth/(5)/.............. 56.88% 23.11% 20.59% July 1, 1992
-----------------------------------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
-----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date/(4)/
-----------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Focus/(1)/.... 2.54% 13.81% 4.95% July 2, 1997
Merrill Lynch High Current Income/(1)/.. *9.89%** 4.42% *4.25%** July 2, 1997
Merrill Lynch Developing Capital
Markets Focus/(1)/...................... *35.97%** N/A *38.41%** July 2, 1997
Endeavor Asset Allocation............... 11.41% 12.47% 12.69% April 8, 1991
T. Rowe Price Equity Income............. 1.91% N/A 19.29% January 3, 1995
T. Rowe Price Growth Stock.............. 21.58% N/A 26.41% January 3, 1995
T. Rowe Price International Stock/(2)/.. 8.49% 5.48% 5.56% April 8, 1991
Endeavor Value Equity................... 0.67% 16.56% 14.98% May 27, 1993
Endeavor Opportunity Value.............. *1.68%** N/A 7.06% November 18, 1996
Endeavor Enhanced Index................. 24.30% N/A 28.84% May 1, 1997
Dreyfus U.S. Government Securities...... 0.50% N/A 4.94% May 9, 1994
Dreyfus Small Cap Value/(3)/............ *8.99%** 9.75% 10.47% May 4, 1993
Endeavor Select 50...................... N/A N/A *1.78%** February 2, 1998
Endeavor High Yield..................... N/A N/A *10.90%** June 2, 1998
Endeavor Janus Growth/(5)/.............. 57.12% 23.29% 20.77% July 1, 1992
-----------------------------------------------------------------------------------------------------------
</TABLE>
* Less than sign
** Greater than sign
(1) The Subaccounts invest in Class A shares of Merrill Lynch Variable Series
Funds, Inc. portfolios. There are no 12b-1 fees deducted from Class A
shares.
(2) 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).
(3) Effective September 16, 1996, The Dreyfus Corporation became the adviser to
the Dreyfus Small Cap Value Portfolio, formerly known as Quest for Value
Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
(4) Performance prior to July 3, 1997, reflects performance of PFL Endeavor
Variable Annuity Subaccounts prior to the offering of the Policies through
Merrill Lynch.
47
<PAGE>
(5) Effective April 30, 1999, shares of the WRL Growth Portfolio were removed
and replaced with shares of the Endeavor Janus Growth Portfolio.
Performance prior to May 1, 1999 reflects performance of the annuity
subaccount while it was invested in the WRL Growth Portfolio.
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 T. Rowe Price
Growth Stock Portfolio. In the absence of such waivers, the average annual total
return figures above for the from the five year and from inception periods would
have been lower.
NON-STANDARDIZED PERFORMANCE DATA
In addition to the standard data discussed above, similar performance data for
other periods may also be shown.
PFL may 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 assume that no surrender charge
is applicable, and may also make other 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.
The non-standardized average annual total return figures shown in Table 2 are
based on the assumption that the policy is not surrendered, and therefore the
surrender charge is not imposed. Also, Table 2 does not reflect the rider charge
for the optional family income protector.
48
<PAGE>
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 2
Non-Standard Average Annual Total Returns
(Assuming No Surrender Charge)
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 To 12/31/98 Date/(4)/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill Lynch Basic Value Focus/(1)/... 7.73% N/A 8.23% July 2, 1997
Merrill Lynch High Current Income/(1)/. *4.60%** N/A *0.75%** July 2, 1997
Merrill Lynch Developing Capital
Markets Focus/(1)/..................... *30.49%** N/A *33.77%** July 2, 1997
Endeavor Asset Allocation.............. 16.54% 12.50% 12.57% April 8, 1991
T. Rowe Price Equity Income............ 7.11% N/A 19.69% January 3, 1995
T. Rowe Price Growth Stock............. 26.66% N/A 26.71% January 3, 1995
T. Rowe Price International Stock/(2)/. 13.64% 5.60% 5.48% April 8, 1991
Endeavor Value Equity.................. 5.88% 16.59% 15.05% May 27, 1993
Endeavor Opportunity Value............. 3.53% N/A 19.54% November 18, 1996
Endeavor Enhanced Index................ 29.34% N/A 57.31% May 1, 1997
Dreyfus U.S. Government Securities..... 5.70% N/A 5.41% May 9, 1994
Dreyfus Small Cap Value/(3)/........... *3.71%** 9.82% 10.58% May 4, 1993
Endeavor Select 50..................... N/A N/A 5.08% February 2, 1998
Endeavor High Yield.................... N/A N/A *3.98%** June 2, 1998
Endeavor Janus Growth/(5)/............. 61.91% 23.23% 20.59% July 1, 1992
- -----------------------------------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 Year 5 Year Inception of the Subaccount
Ended Ended Subaccount Inception
Subaccount 12/31/98 12/31/98 to 12/31/98 Date/(4)/
- -----------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Focus/(1)/.... 7.89% N/A 8.39% July 2, 1997
Merrill Lynch High Current Income/(1)/.. *4.46%** N/A *0.60%** July 2, 1997
Merrill Lynch Developing Capital
Markets Focus/(1)/...................... *30.39%** N/A *33.67%** July 2, 1997
Endeavor Asset Allocation............... 16.71% 12.67% 12.74% April 8, 1991
T. Rowe Price Equity Income............. 7.26% N/A 19.87% January 3, 1995
T. Rowe Price Growth Stock.............. 26.82% N/A 26.86% January 3, 1995
T. Rowe Price International Stock/(2)/.. 13.81% 5.76% 5.64% April 8, 1991
Endeavor Value Equity................... 6.04% 16.73% 15.20% May 27, 1993
Endeavor Opportunity Value.............. 3.70% N/A 8.97% November 18, 1996
Endeavor Enhanced Index................. 29.53% N/A 31.38% May 1, 1997
Dreyfus U.S. Government Securities...... 5.86% N/A 5.56% May 9, 1994
Dreyfus Small Cap Value/(3)/............ *3.56%** 9.98% 10.74% May 4, 1993
Endeavor Select 50...................... N/A N/A 5.22% February 2, 1998
Endeavor High Yield..................... N/A N/A *3.90%** June 2, 1998
Endeavor Janus Growth/(5)/.............. 62.15% 23.41% 20.77% July 1, 1992
===========================================================================================================
</TABLE>
* Less than sign
** Greater than sign
(1) The Subaccounts invest in Class A shares of Merrill Lynch Variable Series
Funds, Inc. portfolios. There are no 12b-1 fees deducted from Class A
shares.
(2) 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).
(3) Effective September 16, 1996, The Dreyfus Corporation became the adviser to
the Dreyfus Small Cap Value Portfolio, formerly known as Quest for Value
Small Cap Portfolio. The portfolio was previously advised by OpCap
Advisors.
49
<PAGE>
(4) Performance prior to July 3, 1997, reflects performance of PFL Endeavor
Variable Annuity Subaccounts prior to the offering of the policies through
Merrill Lynch.
(3) Effective April 30, 1999, shares of the WRL Growth Portfolio were removed
and replaced with shares of the Endeavor Janus Growth Portfolio.
Performance prior to May 1, 1999 reflects performance of the annuity
subaccount while it was invested in the WRL Growth Portfolio.
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 T. Rowe Price
Growth Stock Portfolio. In the absence of such waivers, the average annual total
return figures above for the from the five year and from inception periods would
have been lower.
Merrill Lynch Variable Series Funds, Inc.-Adjusted Historical Data. Prior to
July 3, 1997, the Merrill Lynch Basic Value Focus Subaccount, the Merrill Lynch
Developing Capital Markets Focus Subaccount and the Merrill Lynch High Current
Income Subaccount (the "Merrill Lynch Subaccounts") had not yet commenced
operations. However, Table 3 shows average annual total return information based
on the hypothetical assumption that those Subaccounts have been available to the
PFL Endeavor Variable Annuity Account since inception of the underlying
portfolios.
<TABLE>
<CAPTION>
===========================================================================================================
TABLE 3
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Separate Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
CORRESPONDING
10 YEAR PORTFOLIO
OR INCEPTION
PORTFOLIO 1 YEAR 5 YEAR INCEPTION DATE/(1)/
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Merrill Lynch Basic Value Focus ......... 7.73% 13.89% 14.25% April 20, 1982
Merrill Lynch High Current Income ....... *4.60%** 4.56% 8.64% July 1, 1993
Merrill Lynch Developing Capital
Markets Focus ....................... *30.49%** N/A *9.18%** May 2, 1994
- -----------------------------------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Separate Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
Corresponding
10 Year Portfolio
or Inception
Portfolio 1 Year 5 Year Inception Date/(1)/
- -----------------------------------------------------------------------------------------------------------
Merrill Lynch Basic Value Focus ......... 7.89% 14.00% 14.37% April 20, 1982
Merrill Lynch High Current Income ....... *4.46%** 4.72% 8.71% July 1, 1993
Merrill Lynch Developing Capital
Markets Focus ....................... *30.39%** N/A *9.05%** May 2, 1994
- -----------------------------------------------------------------------------------------------------------
+ Ten Year Date
===========================================================================================================
</TABLE>
* Less than sign
** Greater than sign
(1) The Subaccounts invest in Class A shares of the Merrill Lynch Variable
Series Funds, Inc. portfolios. The performance data for periods prior to
the date the Merrill Lynch Subaccounts commenced operations is based on the
performance of the underlying portfolios and the assumption that the
Merrill Lynch Subaccounts were in existence for the same period as the
corresponding portfolios, with a level of charges equal to those currently
assessed against the Subaccount or against owners' policy values under the
Policies. The Merrill Lynch Basic Value Focus Fund commenced operations on
July 1, 1993; the Merrill Lynch Developing Capital Markets Focus Fund
commenced operations on May 2, 1994; and the Merrill Lynch High Current
Income Fund commenced operations on April 20, 1982. For purposes of the
calculation of the performance data prior to dates of inception of the
subaccounts, 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 in
PFL's opinion generally approximates the performance that would have
resulted if the Merrill Lynch Subaccounts had actually been in existence
since the inception of the underlying portfolios. Performance data for
periods of less than seven years reflect deduction of the surrender charge.
50
<PAGE>
ENDEAVOR SELECT 50 AND ENDEAVOR HIGH YIELD PORTFOLIOS
The Endeavor Select 50 Portfolio and the Endeavor High Yield Portfolio commenced
operations on February 2, 1998 and June 2, 1998, respectively, and therefore
these portfolios do not have significant historical performance data. However,
their investment managers (Montgomery Asset Management, LLC and Massachusetts
Financial Services Company) have experience managing similar portfolios with
substantially the same investment objectives and policies. Historical
performance data showing the results the investment manager achieved for those
other portfolios is in the prospectus for the Endeavor Series Trust, which
accompanies this prospectus. See "Management - The Investment Advisors Prior
Experience with Comparable Fund" 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.
51
<PAGE>
HISTORICAL PERFORMANCE DATA
THE TARGET ACCOUNT
The total return for each target series subaccount will also reflect the
managers fee and other operating expenses.
TARGET STRATEGIES-PERFORMANCE DATA
Certain aspects of the investment strategies can be demonstrated using
historical data.
The following table contains three columns that show the performance of:
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.
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 target series 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
target series subaccount will outperform its respective index over the life of a
target series subaccount or over consecutive rollover periods, if available.
An investor in a target series 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, target series subaccount expenses or taxes;
the target series subaccounts are established at different times of the year;
and the target series 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.
52
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF TOTAL RETURN/(2)/
INDEX
STRATEGY TOTAL RETURNS TOTAL RETURNS
---------------------- -------------
5 LOWEST PRICED OF
10 HIGHEST DIVIDEND THE 10 HIGHEST
YEAR YIELDING STOCKS/(1)/ DIVIDEND YIELDING DJIA
- ---- ------------------- ----------------- ----
STOCKS/(1)/
-----------
<S> <C> <C> <C>
1974................................... *1.02**% *5.40**% *23.64**%
1975................................... 56.10% 64.77% 44.46%
1976................................... 35.18% 40.96% 22.80%
1977................................... *1.95**% 5.49% *12.91**%
1978................................... 0.03% 1.23% 2.66%
1979................................... 13.01% 9.84% 10.60%
1980................................... 27.90% 41.69% 21.90%
1981................................... 7.46% 3.19% *3.61**%
1982................................... 27.12% 43.37% 26.85%
1983................................... 39.07% 36.38% 25.82%
1984................................... 6.22% 11.12% 1.29%
1985................................... 29.54% 38.34% 33.28%
1986................................... 35.63% 30.89% 27.00%
1987................................... 5.59% 10.69% 5.66%
1988................................... 24.57% 21.47% 16.03%
1989................................... 26.97% 10.55% 32.09%
1990................................... *7.82**% *15.74**% *0.73**%
1991................................... 34.20% 62.03% 24.19%
1992................................... 7.69% 22.90% 7.39%
1993................................... 27.08% 34.01% 16.87%
1994................................... 4.21% 8.27% 5.03%
1995................................... 36.85% 30.50% 36.67%
1996................................... 28.35% 26.20% 28.71%
1997................................... 21.68% 19.97% 24.82%
1998................................... 10.59% 12.36% 18.03%
</TABLE>
_____________
* Less than or equal to sign
** Greater than or equal to sign
(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 dividends are
reinvested semi-annually 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-five years listed above, the Ten Highest Dividend Yielding
Stocks in the DJIA achieved an average annual total return of 18.73%, while
the Five Lowest Priced Stocks of the Ten Highest Dividend Yielding Stocks
in the DJIA achieved an average annual total return of 21.07%. In addition,
over this period, the individual strategies achieved a greater average
annual total return than that of the DJIA, which was 14.48%. Although each
target series subaccount seeks to achieve a better performance than the
index as a whole, there can be no assurance that a target series subaccount
will achieve a better performance.
The performance shown for the strategies do not guarantee future success, nor
should it be used as a predictor of returns. The Dow(SM) Target 5 strategy and
The Dow(SM) Target 10 strategy under-performed the DJIA in 8 and 9,
respectively, of the 25 years shown. There can be no assurance that the
strategies will outperform a given index over any time period, or that they will
have positive results. They have the potential for loss.
The results of the strategies do not represent actual investment advice of First
Trust Advisors L.P. or any actual trading using client assets. They were
achieved by the retroactive application of a model designed with the benefit of
hindsight and should not be considered indicative of the competence or skill of
First
53
<PAGE>
Trust Advisors L.P. In addition, the strategy results do not reflect the impact
material, economic, and market factors might have had on First Trust Advisors
L.P.'s decision making, if First Trust Advisors L.P. had actually managed client
money during the period indicated.
First Trust Advisors L.P. advisory services, though currently offered for the
strategies, were not offered during the entire 25 year period since First Trust
Advisors L.P. was found in 1991, and began supervising unit investment trusts
invested in the strategies in 1994. First Trust Advisors L.P.'s investment
advisory clients have received results different from that set forth above.
PAST PERFORMANCE OF THE DJIA
[INSERT "PRODJIA" CHART HERE]
(Be sure to insert the numbers for this Table in the EDGAR filing.)
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 Dow(SM) Target 10 Subaccount or The
Dow(SM) Target 5 Subaccount) from January 1, 1974 through December 31, 1998 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 semi-annually and does not reflect sales charges, commissions,
expenses or taxes. There can be no assurance that either The Dow(SM) Target 10
Subaccount or The Dow(SM) Target 5 Subaccount will outperform the DJIA.
Investors should not rely on the preceding financial information as an
indication of the past or future performance of the target series subaccounts.
STANDARDIZED PERFORMANCE DATA
PFL may advertise historical total returns for the target series 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 target series 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.
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, 1998, and for the one and five year periods ended
December 31, 1998 are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee, the distribution financing
charge and the administrative charges. Performance figures may reflect the 1.25%
mortality and expense risk fee for the 5% Annually Compounding and Double
Enhanced Death Benefits, or the 1.10% mortality and expense risk fee for the
Return of Premium Death Benefit. Standard total return calculations will reflect
the effect of surrender charges that may be applicable to a particular period.
Also, Table 1 does not reflect the rider charge for the optional family income
protector rider.
54
<PAGE>
<TABLE>
===========================================================================================================
TABLE 1
Standard Average Annual Total Returns
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
1 YEAR 5 YEAR INCEPTION OF THE SUBACCOUNT
ENDED ENDED 12/31/98 SUBACCOUNT INCEPTION
SUBACCOUNT 12/31/98 TO 12/31/98 DATE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Dow(SM) Target 10 (July Series)........ N/A N/A *3.62%** July 1, 1998
The Dow(SM) Target 5 (July Series)......... N/A N/A 5.11% July 1, 1998
The Dow(SM) Target 10 (January Series) (1). N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series) (1).. N/A N/A N/A January 4, 1999
- -----------------------------------------------------------------------------------------------------------
RETURN OF PREMIUM DEATH BENEFIT
(TOTAL MUTUAL FUND ACCOUNT ANNUAL EXPENSES: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 YEAR 5 YEAR INCEPTION OF THE SUBACCOUNT
ENDED ENDED 12/31/98 SUBACCOUNT INCEPTION
SUBACCOUNT 12/31/98 TO 12/31/98 DATE
- -----------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 (July Series)........ N/A N/A *3.54%** July 1, 1998
The Dow(SM) Target 5 (July Series)......... N/A N/A 5.20% July 1, 1998
The Dow(SM) Target 10 (January Series)/(1)/ N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series)/(1)/. N/A N/A N/A January 4, 1999
===========================================================================================================
</TABLE>
(1) The Dow(SM) Target 10 Subaccount (January Series) and The Dow(SM) Target 5
Subaccount (January Series) began operations on January 4, 1999, therefore
comparable information is not available.
NON-STANDARDIZED PERFORMANCE DATA
PFL may also advertise or disclose average annual total return or other
performance data in non-standard formats for a target series subaccount. The
non-standard data may assume that the policy remains in force and therefore not
reflect the surrender charge. The non-standard performance data may make other
assumptions such as the amount invested in a target series subaccount,
differences in time periods to be shown, or the effect of partial withdrawals or
annuity payments and may also make other assumptions.
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.
The non-standardized average annual total return figures shown in Table 2 are
based on the assumption that the policy is not surrendered, and therefore the
surrender charge is not imposed. Also, Table 2, does not reflect the rider
charge for the optional family income protector.
55
<PAGE>
<TABLE>
===========================================================================================================
TABLE 2
Average Annual Total Returns
(Assuming No Surrender Charge)
===========================================================================================================
5% Annually Compounding Death Benefit or Double Enhanced Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.55%)
- -----------------------------------------------------------------------------------------------------------
1 YEAR 5 YEAR INCEPTION OF THE SUBACCOUNT
ENDED ENDED 12/31/98 SUBACCOUNT INCEPTION
SUBACCOUNT 12/31/98 TO 12/31/98 DATE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Dow(SM) Target 10 (July Series)........ N/A N/A 3.38% July 1, 1998
The Dow(SM) Target 5 (July Series)......... N/A N/A 12.11% July 1, 1998
The Dow(SM) Target 10 (January Series)/(1)/ N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series)/(1)/. N/A N/A N/A January 4, 1999
- -----------------------------------------------------------------------------------------------------------
Return of Premium Death Benefit
(Total Mutual Fund Account Annual Expenses: 1.40%)
- -----------------------------------------------------------------------------------------------------------
1 YEAR 5 YEAR INCEPTION OF THE SUBACCOUNT
ENDED ENDED 12/31/98 SUBACCOUNT INCEPTION
SUBACCOUNT 12/31/98 TO 12/31/98 DATE
- -----------------------------------------------------------------------------------------------------------
The Dow(SM) Target 10 (July Series)........ N/A N/A 3.46% July 1, 1998
The Dow(SM) Target 5 (July Series)......... N/A N/A 12.20% July 1, 1998
The Dow(SM) Target 10 (January Series)/(1)/ N/A N/A N/A January 4, 1999
The Dow(SM) Target 5 (January Series)/(1)/. N/A N/A N/A January 4, 1999
===========================================================================================================
</TABLE>
(1) The Dow(SM) Target 10 Subaccount (January Series) and The Dow(SM) Target 5
Subaccount (January Series) began operations on January 4, 1999, therefore
comparable information is not available.
56
<PAGE>
APPENDIX C
POLICY VARIATIONS
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.
- -------------------------------------------------------------------------------
Policy Form/Endorsement Approximate First Issue Date
AV201 101 65 189 (Policy Form) January 1991
AE830 292 (endorsement) May 1992
AE847 394 (endorsement) June 1994
AE871 295 (endorsement) May 1995
AV254 101 87 196 (Policy Form) June 1996
AE909 496 (endorsement) June 1996
AE890 196 (endorsement) June 1996
AV320 101 99 197 (Policy Form) May 1997
AE945 197 (endorsement) May 1997
AV376 101 106 1197 (Policy Form) May 1998
- -----------------------------------------------------------------------------
57
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Product AV201 101 65 189 AV201 101 65 189, AV201 101 65 189, AV254 101 87 196,
Feature AE830 292, and AE847 394 AE847 394, and AE871 295 AE909 496, and AE890 196
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Excess Interest
Adjustment N/A N/A N/A yes
- ----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Minimum Total Premiums Paid, 5% Annually Compounding 5% Annually Compounding 5% Annually Compounding
Death Benefit less, any partial (Option A). (Option A) or Annual Step- (Option A) or Annual
Option(s) withdrawals and Up (Option B). Option A is Step-Up (Option B).
any surrender charges only available if Owner Option A) is only
made before death, and Annuitant are both under available if Owner and
accumulated at 4% to age 75. Annuitant are both under
the date we receive age 75.
due proof of death or the
Policy Value on the date
we receive due proof of
death, which
ever is greater.
- ----------------------------------------------------------------------------------------------------------------------------------
Guaranteed Period 1 and 3 year guaranteed 1 and 3 year guaranteed 1 and 3 year guaranteed 1, 3, 5, and 7 year
Options (available periods available. periods available. periods available. guaranteed periods
in the Fixed available.
Account)
- ----------------------------------------------------------------------------------------------------------------------------------
Minimum effective 4% 4% 4% 3%
annual Interest
rate applicable to
the fixed account
- ----------------------------------------------------------------------------------------------------------------------------------
Asset Rebalancing N/A N/A N/A Yes
- ----------------------------------------------------------------------------------------------------------------------------------
Death Proceeds Greater of 1) the Greater of (a) Greatest of (a) Greatest of (a)
Policy Value on Policy Value Annuity Purchase Annuity Purchase
the date we receive and (b) 5% Annually Value, (b) Cash Value, Value, (b) Cash Value,
due proof of death, or Compounding Death and (c) Guaranteed and (c) Guaranteed
2) the total premiums Benefit Minimum Death Benefit. Minimum Death Benefit.
paid for this policy,
less any partial
withdrawals and any
surrender charges made
before death, accumulated
at 4% interest per annum
to the date we receive
due proof of death
- ----------------------------------------------------------------------------------------------------------------------------------
Distribution N/A N/A N/A N/A
Financing
Charge
- ----------------------------------------------------------------------------------------------------------------------------------
Is Mortality & No No No No
Expense Risk Fee
different after
the Annuity
Commencement Date?
- ----------------------------------------------------------------------------------------------------------------------------------
Dollar Cost N/A N/A N/A Yes
Averaging Fixed
Account Option
- ----------------------------------------------------------------------------------------------------------------------------------
Service Charge $35 assessed on each $35 assessed on each Assessed only on a Assessed only on a
Policy Anniversary. Policy Anniversary. Policy Anniversary; Policy Anniversary;
Not deducted from the Not deducted from the Waived if Sum of Waived if Sum of
Fixed Account. Fixed Account. Premium Payments Premium Payments
less partial withdrawals less partial withdrawals
is at least $50,000 on is at least $50,000 on
the Policy Anniversary. the Policy Anniversary.
Not deducted from the Not deducted from the
Fixed Account. Fixed Account.
- ----------------------------------------------------------------------------------------------------------------------------------
Nursing Care and N/A yes yes yes
Terminal Condition
Withdrawal Option
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------
<S> <C>
AV320 101 99 197, AV376 101 106 1197,
and AE945 197 and AE945 945 197
- -------------------------------------------------------------
yes yes
- -------------------------------------------------------------
5% Annually Compounding 5% Annually Compounding
(Option A), Annual Step- (Option A), Double Enhanced
Up (Option B), or Return of (Option B), or Return of
Premium (Option C). Option Premium (Option C). Option
A is only available if A is only available if
Owner and Annuitant are Owner and Annuitant are
both under age 75. Option both under age 75. Option
B is only available if B is only available if
Owner and Annuitant are Owner and Annuitant are both
under age 81. under age 81.
- -------------------------------------------------------------
1, 3, 5, and 7 year 1, 3, 5, and 7 year
guaranteed periods guaranteed periods
available. available.
- -------------------------------------------------------------
3% 3%
- -------------------------------------------------------------
Yes Yes
- -------------------------------------------------------------
Greatest of (a) Policy Greatest if (a) Policy
Value, (b) Cash Value, Value, (b) Cash Value,
and (c) Guaranteed and (c) Guaranteed
Minimum Death Benefit. Minimum Death Benefit.
- ------------------------------------------------------------
Applicable Applicable
- ------------------------------------------------------------
No Yes (1.10% plus
Administrative Charge,
regardless of death
benefit chosen prior
to the Annuity
Commencement Date)
- ------------------------------------------------------------
yes yes
- ------------------------------------------------------------
Assessed either on a Assessed either on a
Policy Anniversary or Policy Anniversary or
on Surrender, Waived if on Surrender, Waived if
Sum of Premium Payments Sum of Premium Payments
less partial withdrawals less partial withdrawals
or the Policy Value is or the Policy Value is
at least $50,000 on The at least $50,000 on The
Policy Anniversary or at Policy Anniversary or at
the time of Surrender. the time of Surrender
The Service Charge is The Service Charge is
deducted pro-rata from deducted pro-rata from
the investment Options. the investment Options.
- ------------------------------------------------------------
yes yes
- ------------------------------------------------------------
</TABLE>
58
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
THE ENDEAVOR ML VARIABLE ANNUITY
Issued through
PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT
AND
PFL ENDEAVOR TARGET 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 ML Variable Annuity offered by PFL Life
Insurance Company. You may obtain a copy of the prospectus dated May 1, 1999 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, THE
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. AND THE ENDEAVOR SERIES TRUST.
Dated: May 1, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
GLOSSARY OF TERMS.......................................................................................
THE POLICY--GENERAL PROVISIONS..........................................................................
Owner..............................................................................................
Entire Policy......................................................................................
Misstatement of Age or Sex.........................................................................
Addition, Deletion or Substitution of..............................................................
Investments........................................................................................
Excess Interest Adjustment.........................................................................
Reallocation of Policy Values After the Annuity Commencement Date..................................
Annuity Payment Options............................................................................
Death Benefit......................................................................................
Death of Owner.....................................................................................
Assignment.........................................................................................
Evidence of Survival...............................................................................
Non-Participating..................................................................................
Amendments.........................................................................................
Employee and Agent Purchases.......................................................................
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................................
Tax Status of the Policy...........................................................................
Taxation of PFL....................................................................................
INVESTMENT EXPERIENCE...................................................................................
Accumulation Units.................................................................................
Annuity Unit Value and Annuity Payment Rates.......................................................
Family Income Protector - Hypothetical Illustration................................................
HISTORICAL PERFORMANCE DATA.............................................................................
Money Market Yields................................................................................
Other Subaccount Yields............................................................................
Total Returns......................................................................................
Other Performance Data.............................................................................
Adjusted Historical Performance Data - The Mutual Fund Account.....................................
THE TARGET ACCOUNT......................................................................................
What is the Investment Strategy?...................................................................
Determination of Unit Value; Valuation of Securities...............................................
The Board of Managers..............................................................................
The Investment Advisory Services...................................................................
The Manager........................................................................................
Operating Expenses.................................................................................
Transfer Agent and Custodian.......................................................................
Brokerage Allocation...............................................................................
Investment Restrictions............................................................................
Fundamental Policies...............................................................................
Operating Policies.................................................................................
Options and Futures Strategies.....................................................................
Securities Lending.................................................................................
Tax Limitation.....................................................................................
PUBLISHED RATINGS.......................................................................................
STATE REGULATION OF PFL.................................................................................
ADMINISTRATION..........................................................................................
RECORDS AND REPORTS.....................................................................................
DISTRIBUTION OF THE POLICIES............................................................................
OTHER PRODUCTS..........................................................................................
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CUSTODY OF ASSETS.............................................................................................
LEGAL MATTERS.................................................................................................
INDEPENDENT AUDITORS..........................................................................................
OTHER INFORMATION.............................................................................................
FINANCIAL STATEMENTS..........................................................................................
</TABLE>
-3-
<PAGE>
GLOSSARY OF TERMS
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.
Annual Stock Selection Date--The last business day of a specified 12-month
period.
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 be any date at least thirty days after the policy date and 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. In no event will this date
be later than the last day of the month following the month in which the
annuitant attains age 95.
Annuity 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.
Application--A written application, order form, or any other information
received electronically or otherwise upon which the policy is issued and/or is
reflected on the data or specifications page.
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--The policy value increased or decreased by an excess interest
adjustment, less the surrender charge, if any.
Code--The Internal Revenue Code of 1986, as amended.
DJIA--The Dow Jones Industrial AverageSM. Thirty stocks chosen by the editors of
The Wall Street Journal as representative of the broad market and of American
industry.
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.
Excess Interest Adjustment-- A positive or negative adjustment to amounts
withdrawn upon partial withdrawals, full surrenders, or transfers from the
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 can either decrease or increase
the amount to be received by the owner upon full surrender or commencement of
annuity payments, depending upon whether there has been an increase or decrease
in interest rates, respectively.
-4-
<PAGE>
Fixed Account--One or more investment choices under the policy that are part of
the general assets of PFL and which are not in the separate accounts.
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.
Initial Stock Selection Date--The date is June 30, 1998 for the July Series.
The date is December 31, 1998 for the January Series.
Investment Choices--Any of the guaranteed period options of the fixed account,
the dollar cost averaging fixed account option, and any of the mutual fund
subaccounts or the target series subaccounts.
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
designated portfolios of the Merrill Lynch Variable Series Funds, Inc.,
designated portfolios of the Endeavor Series Trust, and such other mutual funds
as PFL may determine from time to time.
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.
Owner or Owner--The person who may exercise all rights and privileges under the
policy. The owner during the lifetime of the annuitant and prior to the annuity
commencement date is the person designated as the owner or a successor owner in
the application.
Policy Value--On or before the annuity commencement date, the policy value is
equal to the owner's:
. premium payments; minus
. partial withdrawals (including any applicable excess interest adjustments
and/or surrender charges on such withdrawals); plus
. interest credited in the fixed account; plus
. accumulated gains or losses in the mutual fund account and the target
account; minus
. service charges, premium taxes, and transfer fees, if any.
Policy Year-- A policy year begins on the policy date and on each policy
anniversary.
Premium Payment--An amount paid to PFL by the owner or on the owner's 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 during any policy year) for policy maintenance and related
administrative expenses. This annual charge is $35, but will not exceed 2% of
the policy value.
Successor Owner--A person appointed by the owner to succeed to ownership of the
policy in the event of the death of the owner who is not the annuitant before
the annuity commencement date.
Surrender Charge--A percentage of each premium payment in an amount from 7% to
0% depending upon the length of time from the date of each premium payment. The
surrender charge is assessed on surrenders of, or partial withdrawals from, the
policy. A surrender charge may also be referred to as a "contingent deferred
sales charge."
-5-
<PAGE>
Target Account--A separate account established and registered as a management
investment company under the Investment Company Act of 1940, as amended, to
which premium payments under the policies may be allocated.
Target Series 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 designated portfolios of the Endeavor Series Trust and
designated portfolios of the Merrill Lynch Variable Series Funds, Inc.
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.
-6-
<PAGE>
In order to supplement the description in the prospectus, the following provides
additional information about PFL and the policy, which may be of interest to a
prospective purchaser. WORDS PRINTED IN ITALICS IN THIS STATEMENT OF ADDITIONAL
INFORMATION ARE DEFINED IN THE GLOSSARY OF TERMS, FOUND ON PAGE 4.
THE POLICY--GENERAL PROVISIONS
Owner
The policy shall belong to the owner upon issuance of the policy after
completion of an application and delivery of the initial premium payment. While
the annuitant is living, the owner 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.
Unless PFL has been notified of a community or marital property interest in the
policy, it will rely on its good faith belief that no such interest exists and
will assume no responsibility for inquiry.
A successor owner can be named in the application, information provided in lieu
thereof, or in a written notice. The successor owner will become the new owner
upon your death, if you predecease the annuitant. If no successor owner survives
you and you predecease the annuitant, your estate will become the owner.
Note carefully. If the owner does not name a contingent owner, the owner's
- -----------------
estate will become the new owner. If no probate estate is opened because the
owner has precluded the opening of a probate estate by means of a trust or other
instrument, unless PFL has received written notice of the trust as a successor
owner signed prior to the owner's death, that trust may not exercise ownership
rights to the policy. It may be necessary to open a probate estate in order to
exercise ownership rights to the policy if no contingent owner is named in a
written notice received by PFL.
The owner 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 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 the owner's spouse) because the owner
dies before the annuitant, the cash value generally must be distributed to the
successor owner within five years of the owner's 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, any endorsements thereon, the application, or information provided
in lieu thereof constitute the entire contract between PFL and the owner. 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 or information provided in lieu thereof.
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
-7-
<PAGE>
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.
ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS
PFL cannot and does not guarantee that any of the 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 series
subaccount if, in PFL's judgment, investment in any target series 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 Endeavor 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 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 mutual fund 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
mutual fund 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.
EXCESS INTEREST ADJUSTMENT
Money that you withdraw from (or transfer out of) a guaranteed period option of
the fixed account before the end of its guaranteed period (the number of years
you specified the money would remain in the guaranteed period option) may be
subject to an excess interest adjustment. At the time you request a withdrawal,
if interest rates set by PFL have risen since the date of the initial guarantee,
the excess interest adjustment will result in a lower cash value. However, if
interest rates have fallen since the date of the initial guarantee, the excess
interest adjustment will result in a higher cash value.
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
<PAGE>
from the guaranteed period option, plus interest at the policy's minimum
guaranteed effective annual interest rate of 3%. This is referred to as the EIA
floor.
The formula that will be used to determine the excess interest adjustment is:
S* (G - C)* (M/12)
S = Gross amount being withdrawn that is subject to the excess interest
adjustment
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.
* = multiplication
= exponentiation
Example 1
(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) 2.5 = 57,161.18
Penalty 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) 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 policy value to fall below the
EIA floor, so the adjustment is limited to
53,834.80 - 57,161.18
= -3,326.38
Adjusted Policy Value
("APV") = PV + EIA = 57,161.18 + (-3,326.38)
= 53,834.80
Surrender Charges = (50,000 - 5,716.12)* .06
= 2,657.03
-9-
<PAGE>
Net Surrender Value at
middle of Contract
Year 3 = 53,834.80 - 2,657.03
= 51,177.77
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) 2.5 = 57,161.18
Penalty 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) 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 Policy Value = 57,161.18 + 1,286.13 = 58,447.31
Surrender Charges = (50,000 - 5,716.12)* .06 = 2,657.03
Net Surrender Value at middle of Contract
Year 3 = 58,447.31 - 2,657.03 = 55,790.28
On a partial withdrawal, PFL will pay the policyholder the full amount of
withdrawal requested (as long as the policy value is sufficient). Amounts
withdrawn will reduce the policy value by an amount equal to:
R - E + SC
R = the requested partial withdrawal;
E = the excess interest adjustment; and
SC = the surrender charges on (EPW - E); where
EPW = the excess partial withdrawal amount.
-10-
<PAGE>
EXAMPLE 3
(Partial Withdrawal, rates increase by 1%):
<TABLE>
<S> <C>
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) 2.5 = 57,161.18
Penalty Free Amount at middle of Contract
Year 3 = 57,161.18* .10 = 5,716.12
Excess Interest/Surrender Charge (SC) Adjustment
S = 20,000 - 5,716.12 = 14,283.88
G = .055
C = .065
M = 30
E = 14,283.88* (.055 - .065)* (30/12) = - 357.10
EPW = 20,000 - 5,716.12 = 14,283.88
SC = .06* (14,283.88 - (- 357.10) = 878.46
Remaining Policy Value at middle of
Contract Year 3 = 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - (- 357.10) + 878.46)
= 35,925.62
</TABLE>
EXAMPLE 4
(Partial Withdrawal, rates decrease by 1%):
<TABLE>
<S> <C>
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) 2.5 = 57,161.18
Penalty Free Amount at middle of Contract Year 3 = 57,161.18* .10 = 5,716.12
Excess Interest/Surrender Charge Adjustment
S = 20,000 - 5,716.12 = 14,283.88
G = .055
C = .045
M = 30
E = 14,283.88* (.055 - .045)* (30/12) = 357.10
EPW = 20,000 - 5,716.12 = 14,283.88
</TABLE>
-11-
<PAGE>
<TABLE>
<S> <C>
SC = .06* (14,283.88 - 357.10) = 835.61
Remaining Policy Value at middle of
Contract Year 3 = 57,161.18 - (R - E + SC)
= 57,161.18 - (20,000 - 357.10 + 835.61)
= 36,682.67
</TABLE>
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 mutual fund subaccount or of a target
series subaccount then credited to a policy into an equal value of annuity
units of one or more other mutual fund subaccounts, target series subaccounts.
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 units may be made in any given policy year.
After the annuity commencement date, no transfers may be made from the fixed
account to the mutual fund account.
ANNUITY PAYMENT OPTIONS
- -----------------------
During the lifetime of the annuitant and prior to the annuity commencement date,
the owner 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) Payment Option 3,
life income with level payments for 10 years certain, using the existing
adjusted policy value of the fixed account, or (ii) under Payment Option 3, life
income with variable payments for 10 years certain using the existing policy
value of the mutual fund account, or (iii) in a combination of (i) and
(ii).
The person who elects an annuity 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 annuity 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.
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 additional variable annuity
payments will vary based on the investment performance of the mutual fund
subaccount(s) selected by the annuitant or beneficiary.
Determination of the First Variable Payment. The amount of the first variable
payment depends upon the sex (if consideration of sex is allowed under state
law) and adjusted age of the annuitant. The adjusted age is the annuitant's
actual age nearest birthday, on the annuity commencement date, adjusted as
follows:
-12-
<PAGE>
<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.
Determination of Additional Variable Payments. All variable annuity payments
other than the first are calculated using annuity units that 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 on the annuity commencement date. The number of annuity units of each
particular subaccount credited to the policy then remains fixed, assuming no
transfers to or from that subaccount occur. 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.
DEATH BENEFIT
- -------------
Adjusted Partial Withdrawal. The amount of your Guaranteed Minimum Death Benefit
is reduced due to a partial withdrawal called the adjusted partial withdrawal.
The reduction amount depends on the relationship between your Guaranteed Minimum
Death Benefit and policy value. The adjusted partial withdrawal is (1)
multiplied by (2), where:
(1) is the Gross Partial Withdrawals, where
gross partial withdrawal = requested withdrawal - excess interest
adjustment + surrender charges on (excess partial withdrawal - excess
interest adjustment); and
(2) is the adjustment factor = current death benefit prior to the
withdrawal divided by the current policy value prior to the
withdrawal.
The following examples describe the effect of a withdrawal on the Guaranteed
Minimum Death Benefit and policy value.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
EXAMPLE 1
(Assumed Facts for Example)
- -----------------------------------------------------------------------------------------------------------------
<S> <C>
$75,000 current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- -----------------------------------------------------------------------------------------------------------------
$50,000 current policy value before withdrawal
- -----------------------------------------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and GMDB)
- -----------------------------------------------------------------------------------------------------------------
6% current surrender charge percentage
- -----------------------------------------------------------------------------------------------------------------
$15,000 requested withdrawal
- -----------------------------------------------------------------------------------------------------------------
$ 5,000 surrender charge-free amount (assumes 10% penalty free withdrawal is available)
- -----------------------------------------------------------------------------------------------------------------
$10,000 excess partial withdrawal -EPW (amount subject to surrender charge)
- -----------------------------------------------------------------------------------------------------------------
$ 100 excess interest adjustment
(assumes interest rates have decreased since initial guarantee)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
-13-
<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------
$ 594 surrender charge on (EPW less EIA)= 0.06 * (10,000-100)
- -----------------------------------------------------------------------------------------------------------------
$10,494 reduction in policy value due to excess partial withdrawal = 10,000 - 100 + 594
- -----------------------------------------------------------------------------------------------------------------
$23,241 adjusted partial withdrawal = $5,000+ 10,494 * (75,000/50,000)
- -----------------------------------------------------------------------------------------------------------------
$51,759 New GMDB (after withdrawal) = 75,000- 23,241
- -----------------------------------------------------------------------------------------------------------------
$34,506 New policy value (after withdrawal)=50,000-15,494
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Summary:
- --------
<S> <C>
Reduction in Guaranteed Minimum Death Benefit = $23,241
Reduction in policy value = $15,494
</TABLE>
Note, Guaranteed Minimum Death Benefit is reduced more than the policy value
since the Guaranteed Minimum Death Benefit was greater than the policy value
just prior to the withdrawal.
<TABLE>
<CAPTION>
EXAMPLE 2
- -----------------------------------------------------------------------------------------------------------------
(Assumed Facts for Example)
- -----------------------------------------------------------------------------------------------------------------
<C> <S>
$50,000 current Guaranteed Minimum Death Benefit (GMDB) before withdrawal
- -----------------------------------------------------------------------------------------------------------------
$75,000 current policy value before withdrawal
- -----------------------------------------------------------------------------------------------------------------
$75,000 current death benefit (larger of policy value and GMDB)
- -----------------------------------------------------------------------------------------------------------------
6% current surrender charge percentage
- -----------------------------------------------------------------------------------------------------------------
$15,000 requested withdrawal
- -----------------------------------------------------------------------------------------------------------------
$ 7,500 surrender charge-free amount (assumes 10% penalty free withdrawal is available)
- -----------------------------------------------------------------------------------------------------------------
$ 7,500 excess partial withdrawal -EPW (amount subject to surrender charge)
- -----------------------------------------------------------------------------------------------------------------
$ -100 excess interest adjustment
(assumes interest rates have increased since initial guarantee)
- -----------------------------------------------------------------------------------------------------------------
$ 456 surrender charge on (EPW less EIA)=0.06*[(7500-(-100)]
- -----------------------------------------------------------------------------------------------------------------
$ 8,056 reduction in policy value due to EPW= 7,500-(-100) + 456 = 7,500 + 100 + 456
- -----------------------------------------------------------------------------------------------------------------
$15,556 adjusted partial withdrawal = (7,500 + 8,056) * (75,000/75,000)
- -----------------------------------------------------------------------------------------------------------------
$34,444 New GMDB (after withdrawal) = 50,000- 15,556
- -----------------------------------------------------------------------------------------------------------------
$59,444 New policy value (after withdrawal) = 75,000 - 15,556
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Summary:
- --------
<S> <C>
Reduction in guaranteed minimum death benefit = $15,556
Reduction in policy value = $15,556
</TABLE>
Note, the guaranteed minimum death benefit and policy value are reduced by the
same amount since the policy value was higher than the guaranteed minimum death
benefit just prior to the withdrawal.
Due proof of death of the annuitant is proof that the annuitant that 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.
-14-
<PAGE>
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 an annuity payment option
must begin no later than one year after 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.
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 amount of the adjusted policy value. If the successor owner is not the
deceased owner's spouse, however, the adjusted policy value must be distributed:
(1) within five years after the date of the deceased owner's death, or (2)
payments under an annuity payment option must begin no later than one year after
the deceased owner's death and must be made for the successor owner's lifetime
or for a period certain (so long as any period certain does not exceed the
successor owner's life expectancy).
Beneficiary. The beneficiary designation in the application will remain in
effect until changed. The owner 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 law requires consent. (If
an irrevocable beneficiary dies, the owner may then designate a new
beneficiary.) The change will take effect as of the date the owner signs the
written notice, whether or not the owner is 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 the owner fails to
specify their interests, they will share equally.
DEATH OF OWNER
- --------------
Federal tax law requires that if any 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 such 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 "Certain Federal
Income Tax Consequences" for a detailed description of these rules. Other rules
may apply to qualified policies.
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.
Ownership under qualified policies is restricted to comply with the Code.
- ------------------------------------------------------------------------
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.
-15-
<PAGE>
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
Code, regulations or published rulings. You can refuse such a change by giving
written notice, but a refusal may result in adverse tax consequences.
EMPLOYEE AND AGENT PURCHASES
- ----------------------------
The policy may be acquired by an employee or registered representative of any
broker/dealer authorized to sell the policy or their spouse or minor children,
or by an officer, director, trustee or bona-fide full-time employee of PFL or
its affiliated companies or their spouse or minor children. In such a case, PFL
may credit an amount equal to a percentage of each premium payment to the policy
due to lower acquisition costs PFL experiences on those purchases. The credit
will be reported to the Internal Revenue Service as taxable income to the
employee or registered representative. PFL may offer certain employer sponsored
savings plans, in its discretion, reduced fees and charges including, but not
limited to, the surrender charges, the mortality and expense risk fee and the
administrative charge for certain sales under circumstances which may result in
savings of certain costs and expenses. In addition, there may be other
circumstances of which PFL is not presently aware which could result in reduced
sales or distribution expenses. Credits to the policy or reductions in these
fees and charges will not be unfairly discriminatory against any owner.
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 CODE, AS AMENDED, 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.
Tax Status of the Policy
The following discussion is based on the assumption that the policy qualifies as
an annuity contract for federal income tax purposes.
Distribution Requirements. The Code 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
-16-
<PAGE>
distribution requirements, the primary annuitant shall be treated as an owner
and any death or change of such primary annuitant shall be treated as the death
of an 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.
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. The withholding rate varies according to the type of distribution
and the owner's tax status. For qualified policies, "eligible rollover
distributions" from Section 401(a) plans and Section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions such as distributions required by the
Code or distributions in a specified annuity form. The 20% withholding does not
apply, however, if the owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.
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;
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.
For qualified plans under Section 401(a), 403(a), 403(b), and 457, the Code
requires that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year in which the owner (or plan participant) reaches age 70
1/2. Each owner is responsible for requesting distributions under the policy
that satisfy applicable tax rules.
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 a traditional 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 prior to the distribution of the policy value. Policies intended to qualify
as a traditional individual retirement annuities under Section 408(b) of the
Code contain such provisions. Amounts in the IRA (other than nondeductible
contributions) are taxed when distributed from the IRA. Distributions prior to
age 59 1/2 (unless certain exceptions apply) are subject to a 10% penalty
tax.
-17-
<PAGE>
Section 408 of the Code also indicates that no part of the funds for a
traditional individual retirement account or annuity 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.
Roth Individual Retirement Annuities (Roth IRA). The Roth IRA, under Section
408A of the Code, contains many of the same provisions as a traditional IRA.
However, there are some differences. First, the contributions are not deductible
and must be made in cash or as a rollover or transfer from another Roth IRA or
other IRA. A rollover from or conversion of an IRA to a Roth IRA may be subject
to tax and other special rules may apply. You should consult a tax adviser
before combining any converted amounts with any other Roth IRA contributions,
including any other conversion amounts from other tax years. The Roth IRA is
available to individuals with earned income and whose adjusted gross income is
under $110,000 for single filers, $160,000 for married filing jointly, and
$10,000 for married filing separately. The amount per individual that may be
contributed to all IRAs (Roth and traditional) is $2,000. Secondly, the
distributions are taxed differently. The Roth IRA offers tax-free distributions
when made from assets which have been held in the account for 5 tax years and
are made after attaining age 59 1/2, to pay for qualified first time homebuyer
expenses (lifetime maximum of $10,000) or due to death or disability. All other
distributions are subject to income tax when made from earnings and may be
subject to a premature withdrawal penalty tax unless an exception applies.
Unlike the traditional IRA, there are no minimum required distributions during
the owner's lifetime; however, required distributions at death are the
same.
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. The policy includes a death benefit that in some cases may
exceed the greater of the premium payments or the policy value. The death
benefit could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under Section 403(b). Because the death
benefit may exceed this limitation, employers using the policy in connection
with such plans should consult their tax adviser. 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. The policy includes a death benefit that in some cases may exceed the
greater of the premium payments or the policy value. The death benefit could be
characterized as an incidental benefit, the amount of which is limited in an
pension or profit sharing plan. Because the death benefit may exceed this
limitation, employers using the policy in connection with such plans should
consult their tax adviser.
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. 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. For non-governmental Section 457 plans, all such investments,
however, are owned by, and are subject to, the claims of the general creditors
of the
-18-
<PAGE>
sponsoring employer. Depending on the terms of the particular plan, a non-
government 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."
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.
INVESTMENT EXPERIENCE
A "net investment factor" is used to determine the value of accumulation units
and annuity units, and to determine annuity payment rates.
ACCUMULATION UNITS
Allocations of a premium payment directed to a mutual fund or target series
subaccount are credited in the form of accumulation units. Each subaccount has a
distinct accumulation unit value. The number of units credited is determined by
dividing the premium payment or amount transferred to the mutual fund or target
series subaccount by the accumulation unit value of the mutual fund or target
series subaccount as of the end of the valuation period during which the
allocation is made. For each mutual fund or target series subaccount, the
accumulation 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 less any
applicable charges or fees.
Upon allocation to the selected mutual fund subaccount or target series
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 application is completed, whichever is
later. The value of an accumulation unit was arbitrarily established at $1
(except the target series subaccounts, which was 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 is
open for trading.
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<PAGE>
For the mutual fund account, an index (the "net investment 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 net investment 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 net investment factor for any mutual fund subaccount or target series
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 asset value per share of the shares held in the subaccount
determined as of the end of the immediately preceding valuation period.
(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 Double Enhanced Death Benefit) and 1.10% (for the Return of
Premium Death Benefit) of the daily net asset value of the subaccount, plus
the 0.15% administrative charge plus the distribution financing charge of
0.15%. The distribution financing charge is assessed only during the first
seven policy years and prior to the annuity commencement date.
ILLUSTRATION OF MUTUAL FUND ACCOUNT AND TARGET ACCOUNT ACCUMULATION UNIT VALUE
CALCULATIONS
Formula and Illustration for Determining the Net Investment Factor
Net Investment Factor = (A + B - C) - E
-----------
D
<TABLE>
<S> <C>
Where: A = The net asset value of an underlying fund share
as of the end of 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 1.55% on an annual basis for the first seven years
and
</TABLE>
-20-
<PAGE>
1.40% thereafter. On a daily basis, E equals .0000421409 for the
first seven years and .0000380909 thereafter.
<TABLE>
<S> <C>
Then, the net investment factor = (11.57 + 0 - 0) - .0000421409 = Z = 1.0148701398
---------------
(11.40)
for the first seven years, and (11.57 + 0 - 0) - 0000380909 = 1.0148741898 thereafter.
---------------
11.40
</TABLE>
FORMULA AND ILLUSTRATION FOR DETERMINING ACCUMULATION UNIT VALUE
Accumulation Unit Value = A * B
<TABLE>
<S> <C>
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
</TABLE>
Then, the accumulation unit value = $ X * Y = $ Z
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
(c) is the investment result adjustment factor for the valuation
period.
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 a 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 net investment factor for the target
series subaccounts is very similar to the net investment factor for the mutual
fund account, except that it is based upon the value of the assets in the
subaccount, instead of the net asset value for a mutual fund share. The net
investment factor includes a charge for mortality and expense risks, that is,
the mortality and expense risk fee, and administrative charge.
The dollar amount of subsequent variable annuity payments will depend upon
changes in applicable annuity unit values.
-21-
<PAGE>
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.
ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE
and Variable Annuity Payments
FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE
Annuity Unit Value = A * B * 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 * Y * Z = $ Q
FORMULA AND ILLUSTRATION FOR DETERMINING AMOUNT OF
FIRST MONTHLY VARIABLE ANNUITY PAYMENT
First monthly variable annuity payment = A * 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 * $ 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
-22-
<PAGE>
FAMILY INCOME PROTECTOR - HYPOTHETICAL ILLUSTRATION
---------------------------------------------------
The amounts shown below are hypothetical guaranteed minimum monthly payment
amounts under the "family income protector" for a $100,000 premium when annuity
payments do not begin until the rider anniversary indicated in the left-hand
column. These figures assume that there were no subsequent premium payments, or
withdrawals, that there were no premium taxes and that the $100,000 premium is
subject to the family income protector. Six different annuity payment options
are illustrated: a male annuitant, a female annuitant and a joint and survivor
annuity, each on a Life Only and a Life with 10-Year Certain basis. These
hypothetical illustrations assume that the annuitant is (or both annuitants are)
60 years old when the rider is issued, that the annual growth rate is 6.0% (once
established an annual growth rate will not change during the life of the family
income protector rider), and that there was no upgrade of the minimum
annuitization value. The figures below, which are the amount of the first
monthly payment, are based on an assumed investment return of 3%. Subsequent
payments will never be less than the amount of the first payment (although
subsequent payments are calculated using a 5% assumed investment return).
Illustrations of guaranteed minimum payments based on other assumptions will be
provided upon request.
Life Only = Life Annuity with No Period Certain Life 10 = Life Annuity
with 10 Years Certain
<TABLE>
<CAPTION>
========================================================================================================
Rider Anniversary at Male Female Joint & Survivor
- -------------------- ---- ------ ----------------
Exercise Date
- --------------------------------------------------------------------------------------------------------
Life Only Life 10 Life Only Life 10 Life Only Life 10
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
10 (age 70) $1,135 $1,067 $ 976 $ 949 $ 854 $ 852
- --------------------------------------------------------------------------------------------------------
15 1,833 1,634 1,562 1,469 1,332 1,318
- --------------------------------------------------------------------------------------------------------
20 (age 80) 3,049 2,479 2,597 2,286 2,145 2,078
========================================================================================================
</TABLE>
This hypothetical illustration should not be deemed representative of past or
future performance of any underlying variable investment option.
Withdrawals will affect the minimum annuitization value as follows: Each policy
year, withdrawals up to the limit of the total free amount (the minimum
annuitization value on the last policy anniversary multiplied by the annual
growth rate) reduce the minimum annuitization value on a dollar-for-dollar
basis. Withdrawals over this free amount will reduce the minimum annuitization
value on a pro rata basis by an amount equal to the minimum annuitization value
immediately prior to the excess withdrawal multiplied by the percentage
reduction in the policy value resulting from the excess withdrawal. The free
amount will always be a relatively small fraction of the minimum annuitization
value.
The amount of the first payment provided by the family income protector will be
determined by multiplying each $1,000 of minimum annuitization value by the
applicable annuity factor shown on Schedule I of the family income protector
rider. The applicable annuity factor depends upon the annuitant's (and joint
annuitant's, if any) sex (or without regard to gender if required by law), age,
and the family income protector payment option selected and is based on a
guaranteed interest rate of 3% and the "1983 Table a" mortality table improved
to the year 2000 with projection Scale G. Subsequent payments will be
calculated as described in the family income protector rider using a 5% assumed
investment return. Subsequent payments may fluctuate annually in accordance
with the investment performance of the annuity subaccounts. However, subsequent
payments are guaranteed to never be less than the initial payment.
The stabilized payment on each subsequent policy anniversary after annuitization
using the family income protector will equal the greater of the initial payment
or the payment supportable by the annuity units in the selected subaccounts.
The supportable payment is equal to the number of variable annuity units in the
selected subaccounts multiplied by the variable annuity unit values in those
subaccounts on the date the payment is made. The variable annuity unit values
used to calculate the supportable payment will assume a 5% assumed investment
return. If the supportable payment at any payment date during a policy year is
greater than the stabilized payment for that policy year, the excess will be
used to purchase additional annuity units. Conversely, if the supportable
payment at any payment date during a policy year is less than the stabilized
payment for that policy
-23-
<PAGE>
year, there will be a reduction in the number of annuity units credited to the
policy to fund the deficiency. In the case of a reduction, you will not
participate as fully in the future investment performance of the subaccounts you
selected since fewer annuity units are credited to your policy. Purchases and
reductions will be allocated to each subaccount on a proportionate basis.
PFL bears the risk that it will need to make payments if all annuity units have
been used in an attempt to maintain the stabilized payment at the initial
payment level. In such an event, PFL will make all future payments equal to the
initial payment. Once all the annuity units have been used, the amount of your
payment will not increase or decrease and will not depend upon the performance
of any subaccounts. To compensate PFL for this risk, a stabilized payment fee
will be deducted.
HISTORICAL PERFORMANCE DATA
MONEY MARKET YIELDS
PFL may from time to time disclose the current annualized yield of the Endeavor
Money Market Subaccount, which invests in the Endeavor 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 Endeavor 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 and
income other than investment income) at the end of the 7-day period in the value
of a hypothetical account having a balance of 1 unit of the Endeavor 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 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) * (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 and income other than investment income) 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
Endeavor Money Market Subaccount will be lower than the yield for the Endeavor
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 Endeavor 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))/365/7/ - 1
-24-
<PAGE>
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 and income other than investment income) 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.
The yield on amounts held in the Endeavor 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 Endeavor Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Endeavor Money Market Portfolio, the types and quality of portfolio
securities held by the Endeavor Money Market Portfolio and its operating
expenses. For the seven days ended December 31, 1998, the yield of the Endeavor
Money Market Subaccount was 3.083%, and the effective yield was 3.130% for the
5% Annually Compounding Death Benefit and the Double Enhanced Death Benefit. For
the seven days ended December 31, 1998, the yield of the Endeavor Money Market
Subaccount was 3.236%, and the effective yield was 3.288% for the Return of
Premium Death Benefit.
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 series subaccounts
(except the Endeavor 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 and expense risk fee; and (iii) the distribution financing charge. The
30-day yield is calculated according to the following formula:
Yield = 2 * ((((NI - ES)/(U - 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 series
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. The types and quality of its investments and its
operating expenses affect a subaccount's actual yield.
-25-
<PAGE>
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 series 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 series 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 series subaccount will also reflect the manager's fee and other
operating expenses. Total return calculations will reflect the effect of
surrender charges that may be applicable to a particular period. 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.
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. The
non-standard format will be identical to the standard format except that the
surrender charge percentage will be assumed to be 0%.
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.
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<PAGE>
ADJUSTED HISTORICAL 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.
THE TARGET ACCOUNT
WHAT IS THE INVESTMENT STRATEGY?
The objective of each of the target series subaccounts is to provide an above-
average total return through a combination of dividend income and capital
appreciation. While the objectives of the target series subaccounts are the
same, each target series subaccount follows a different investment strategy (set
forth below) in order to achieve its stated objective.
Each target series subaccount will initially invest in equal amounts in the
common stock described below for each target series subaccount (the "common
shares") determined as of a specified business day (initial stock selection
date). The Dow 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. The Dow 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 Dow Target 10 Subaccount. These stocks will be held for approximately one
year.
At the initial stock selection date, a percentage relationship among the number
of common shares in a target series subaccount will be established. When
additional funds are deposited into the target series 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 series
subaccount will likewise attempt to replicate the percentage relationship of
common shares. The percentage relationship among the number of common shares in
the target series 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 series subaccount will fluctuate during the year, above and
below the proportion established on a stock selection date. On the last business
day of the 12-month period following the preceding stock selection date (annual
stock selection date), a new percentage relationship will be established among
the number of common shares described above for each target series subaccount on
such date. Common shares may be sold or new equity securities bought so that the
target series subaccount is equally invested in the common stock of each company
meeting the target series subaccount's investment criteria. Thus the target
series 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 series
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 series subaccount, including any additional common shares
purchased thereafter, until the next annual stock selection date.
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<PAGE>
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
series 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 series
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 series subaccount's
selection criteria at that time, and therefore, such common shares would no
longer be chosen for inclusion in the target series 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 series subaccount until the next
annual stock selection date.
DETERMINATION OF UNIT VALUE; VALUATION OF SECURITIES
PFL determines the unit value of each target series subaccount each business
day. This daily determination of unit value is made by dividing the total assets
of a target series subaccount, less all of its liabilities, by the total number
of units outstanding at the time the determination is made. This 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. 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 series subaccounts.
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.
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<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- -------------------- -------------------
<S> <C> <C>
*Vincent J. McGuinness, President, Chief Financial From February, 1997 to December 1997,
Jr. (34) Officer (Treasurer), and Executive Vice-President, Chief of Operations
Manager since March, 1997, Director, since December,
1997, Chief Operating Officer since June,
1998, Chief Financial Officer of Endeavor
Group; from September, 1996 to June, 1997,
and since June 1998, Chief Financial Officer,
since May, 1996, Director, and from June,
1997 to October 1998, Executive Vice
President --Administration and since October
1998, President of Endeavor Management Co.;
since August, 1996, Chief Financial Officer
of VJM Corporation; from May, 1996 to January
1997, Executive Vice President and Director
of Sales, Western Division of Endeavor Group;
since May, 1996, Chief Financial Officer of
McGuinness & Associates; from July, 1993 to
August, 1995 Rocky Mountain Regional
Marketing Director for Endeavor Group;
President, Chief Financial Officer, and
Trustee of Endeavor Series Trust.
*Vincent J. McGuinness (64) Manager Chairman, Chief Executive Officer 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 and until October 1998,
Endeavor Management Co. and, since February,
1996, McGuinness & Associates; Trustee,
Endeavor Series Trust.
Timothy A. Devine (64) Manager Vice President, Plant Control, Inc.
1424 Dolphin Terrace (landscape contracting and maintenance);
Corona del Mar, California Trustee, Endeavor Series Trust.
92625
Thomas J. Hawekotte (64) Manager President, Thomas Hawekotte, P.C. (law
1200 Lake Shore Drive practice); Trustee, Endeavor Series Trust.
Chicago, Illinois 60610
Steven L. Klosterman (47) Manager Since July, 1995, President of Klosterman
5973 Avenida Encinas, #300 Capital Corporation (investment adviser);
Carlsbad, California 92008 Investment Counselor, Robert J. Metcalf &
Associates, Inc. (investment adviser) from
August, 1990 to June, 1995; Trustee, Endeavor
Series Trust.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS HELD WITH REGISTRANT DURING PAST 5 YEARS
--------------------- -------------------- -------------------
<S> <C> <C>
Halbert D. Lindquist (53) Manager President, Lindquist, Stephenson & White
1650 E. Fort Lowell Road (investment adviser) and since December, 1987
Suite 203 Tucson Asset Management Inc. (commodity
Tucson, Arizona 85719-2324 trading advisor), and since November, 1987,
Presidio Government Securities, Incorporated
(broker-dealer); since January 1998, Chief
Investment Officer, Blackstone Alternative
Asset Management, Trustee, Endeavor Series
Trust.
Keith H. Wood (63) Manager Since 1972, Chairman and Chief Executive
Officer of Jamison, Eaton & Wood (investment
adviser) and since 1978 to December 1997,
President of Ivory & Sime International, Inc.
(investment adviser); Trustee, Endeavor
Series Trust.
Peter F. Muratore (67) Manager From June, 1989 to March 1998, President of
Too Far OCC Distributors (broker/dealer), a
Posthouse Road subsidiary of Oppenheimer Capital.
Morristown, NJ 07960
*William. L. Busler (56) Manager President, PFL Life Insurance Company;
4333 Edgewood Road N.E. Trustee, Endeavor Series Trust.
Cedar Rapids, Iowa 52499-0001
Michael Pond (45) Executive Vice President - Since November 1, 1998, Executive Vice
Administration and President - Administrator and Compliance of
Compliance Endeavor Group and Endeavor Management Co.
and Chief Investment Officer of Endeavor
Management Co. From November, 1991 to
November, 1996, Chairman and President, the
Preferred Group of Mutual Funds; from
October, 1989 to November, 1996, President of
Caterpillar Securities, Inc. and Caterpillar
Investment Manager, Ltd.
Pamela A. Shelton (50) 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.;
Secretary, Endeavor Series Trust.
</TABLE>
____________
* An "interested person" of the target account as defined in the 1940
Act.
+ Vincent J. McGuinness, Jr. is the son of Vincent J. McGuinness.
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<PAGE>
The "rules and regulations" 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 rules and regulations 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 period ending December 31, 1998, the following
compensation was paid to members of the Board of Managers:
<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation From Account and Fund
NAME OF PERSON From Account Complex Paid to MANAGERS
- ------------------ ------------- --------------------------
<S> <C> <C>
Vincent J. McGuinness............................... -0- -0-
Timothy A. Devine................................... $700.00 $13,075.00
Thomas J. Hawekotte................................. $700.00 $13,075.00
Steven L. Klosterman................................ $700.00 $13,075.00
Halbert D. Lindquist................................ $350.00 $ 8,225.00
R. Daniel Olmstead (retired as of 12/31/98)......... $700.00 $13,075.00
Keith H. Wood....................................... $700.00 $13,075.00
Vincent J. McGuinness, Jr........................... -0- -0-
William L. Busler................................... -0- -0-
Peter F. Muratore $700.00 $ 6,700.00
</TABLE>
THE INVESTMENT ADVISORY SERVICES
First Trust Advisors L.P. (the "adviser") is the target account's investment
adviser. The adviser manages the assets of each target series 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 Management Co., the target account's manager.
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. Nike Securities
Corporation is an Illinois corporation controlled by Robert Donald Van Kampen.
Under the advisory agreement, the adviser provides each target series subaccount
with discretionary investment services. Specifically, the adviser is responsible
for supervising and directing the investments of each target series subaccount
in accordance with each target series 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 series subaccount.
As compensation for its services, the adviser receives a fee of 0.35% of the
average daily net assets of each target series subaccount, which is paid by the
manager. Each target series subaccount's advisory agreement also provides that
the adviser, its directors, officers, employees, and certain other persons
performing specific functions for the target series subaccounts will only be
liable to the target series subaccount for losses resulting from willful
misfeasance, bad faith, gross negligence, or reckless disregard of duty. The
amount that Endeavor Management Co. paid to the adviser during 1998 was
$19,594.
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 series subaccounts in that they have the same
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<PAGE>
investment objectives as the target series 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 $11 billion in
First Trust unit investment trusts have been deposited.
THE MANAGER
The target account is managed by Endeavor Management Co. ("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. 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 and Chief Executive
Officer of Endeavor Management Co.
The manager is responsible for providing investment management to the target
account and in the exercise of such responsibility selects an investment adviser
for each of the target series 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, transfer agent and administrator. Pursuant to an
administration agreement, First Data Investor Services Group, Inc. assists the
manager in the performance of its administrative responsibilities to the target
account. For its administrative responsibilities, the target account pays First
Data Investor Services Group a flat fee of $10,000 per annum per subaccount and
any out-of-pocket fees of the expenses.
As compensation for its services, the manager receives a fee equal to 0.75% of
the average daily net assets of each target series subaccount. The amount that
the target account paid the manager during 1998 was $38,590.
OPERATING EXPENSES .
In addition to the management fees, the target account pays all expenses not
assumed by the manager, including, without 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 series 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 series subaccount or the nature of
the services performed and relative applicability to each target series
subaccount. The manager has agreed to limit each target series subaccount's
management fee and operating expenses during its first year of operations to an
annual rate of 1.30% of the target series 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.)
TRANSFER AGENT AND CUSTODIAN
Boston Safe Deposit and Trust Company hold all cash and securities of each
target series subaccount as custodian. First Data Investor Services Group,
located at 4400 Computer Drive, Westborough, Massachusetts 01581, serves as
transfer agent for the target account.
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<PAGE>
BROKERAGE ALLOCATION
The adviser invests all assets of the target series subaccounts in common stock
and incurs brokerage costs in connection therewith.
Allocations of transactions by the target series 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
series 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 series
subaccounts pays a brokerage commission will be effected at the best price an
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
or activities in support of sales of the policies. The target account has
adopted a Brokerage Enhancement Plan, whereby all or a portion of certain
brokerage commissions paid by the target series subaccounts may be allocated or
credited to the distributor or other entities marketing the policies, to help
finance sales activities.
The target account did not pay compensation to any affiliated broker of Endeavor
Management Co. or First Trust Advisors L.P. during 1998.
Fundamental policies of the target series subaccounts may not be changed without
the approval of the lesser of (1) 67% of the persons holding voting interests
(generally 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.
FUNDAMENTAL POLICIES
As a matter of fundamental policy, each target series subaccount may not:
(1) Borrowing. Borrow money, except each target series subaccount may borrow
in amounts not exceeding 30% of its total assets valued at market. Each target
series 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 series 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 series 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 series subaccount's total assets, valued at market;
(5) Real Estate. Purchase or sell real estate;
(6) Senior Securities. Issue senior securities (except permitted
borrowings);
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<PAGE>
(7) Short Sales. Effect short sales of securities; or
(8) Underwriting. Underwrite securities issued by other persons, except to the
extent the target series 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 series subaccount
may engage in futures and options transactions and hold warrants.
The investment objective of each target series subaccount is also a fundamental
policy and may not be changed without the necessary approval described
above.
OPERATING POLICIES
a matter of operating policy, each target series subaccount may not: 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 series 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 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 stated 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
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<PAGE>
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 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.
-35-
<PAGE>
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 series subaccount may also lend common shares to broker-dealers and
financial institutions to realize additional income. As an operating policy, the
target series 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 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
series subaccount must receive any dividends or interest paid by the issuer on
such securities; (c) each target series 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 series subaccount must receive either
interest from the investment of collateral or a fixed fee from the
borrower.
Securities loaned by a target series subaccount remain subject to fluctuations
in market value. A target series 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 series subaccount may experience delays in, or be prevented from,
recovering the collateral. During the period that the target series subaccount
seeks to enforce its rights against the borrower, the collateral and the
securities loaned remain subject to fluctuations in market value. The target
series 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 series subaccount may also incur
expenses in enforcing its rights. If a target series 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.
TAX LIMITATION.
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 target series subaccounts. To qualify as "adequately diversified,"
each subaccount may have:
. No more than 55% of the value of its total assets represented by any
one investment;
. No more than 70% of the value of its total assets represented by any
Two investment;
. No more than 80% of the value of its total assets represented by any
three
investments; and
. No more than 90% of the value of its total assets represented by any
four investments.
The target account, through the target series subaccounts, intends to comply
with the section 817(h) diversification requirements. AUSA Life has entered
into an agreement with the manager, who in turn, has entered into a contract
with the adviser, that requires the target series subaccounts be operated in
compliance with Treasury regulations. Therefore, each target series subaccount
may deviate from its strategy to the extent necessary to comply with these
requirements.
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
-36-
<PAGE>
of the ratings is to reflect the financial strength and/or claims-paying ability
of PFL. The ratings should not be considered as bearing on the investment
performance of 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).
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 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. Owners will also receive
confirmation of each financial transaction and any other reports required by law
or regulation.
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.
AFSG Securities Corporation, an affiliate of PFL, is the principal underwriter
of the policies and may enter into agreements with broker-dealers for the
distribution of the policies. Prior to April 30, 1998, AEGON USA Securities,
Inc. (also an affiliate of PFL) was the principal underwriter. During 1998,
1997, and 1996, the amount paid to AEGON USA Securities, Inc. and/or the broker-
dealers for their services was $8,891,105.79, $29,678,498, and $19,668,001,
respectively. During 1998 the amount paid to AFSG Securities Corporation was
$13,075,039.78.
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
-37-
<PAGE>
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.
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.
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, 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
-38-
<PAGE>
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 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.
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.
OTHER PRODUCTS
PFL makes other variable annuity policies available that may also be funded
through the mutual fund account and/or the target account. These variable
annuity policies may have different features, such as different investment
options or charges.
CUSTODY OF ASSETS
The assets of each of the mutual fund subaccounts and the target series
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 series 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
Sutherland Asbill & Brennan LLP, of Washington D.C has provided legal advice
relating to certain matters under the federal securities laws applicable to the
issue and sale of the policies to PFL.
INDEPENDENT AUDITORS
The Financial Statements of PFL as of December 31, 1998 and 1997, and for each
of the three years in the period ended December 31, 1998, and the Financial
Statements of certain subaccounts of PFL Endeavor VA Separate Account (which
comprises The Endeavor ML Variable Annuity) at December 31, 1998 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.
The Financial Statements of the target account at December 31, 1998, and for the
period then ended included in this Statement of Additional Information have been
audited by Ernst & Young LLP.
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
-39-
<PAGE>
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.
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 Variable Annuity Account (which
comprises a portion of the PFL Endeavor VA Separate Account) and the Financial
Statements of The PFL Endeavor Target 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.
-40-
<PAGE>
FINANCIAL STATEMENTS--STATUTORY BASIS
PFL LIFE INSURANCE COMPANY
Years ended December 31, 1998, 1997 and 1996
with Report of Independent Auditors
<PAGE>
PFL LIFE INSURANCE COMPANY
FINANCIAL STATEMENTS--STATUTORY BASIS
Years ended December 31, 1998, 1997 and 1996
Contents
<TABLE>
<S> <C>
Report of Independent Auditors.............................................. 1
Audited Financial Statements
Balance Sheets--Statutory Basis........................................... 2
Statements of Operations--Statutory Basis................................. 3
Statements of Changes in Capital and Surplus--Statutory Basis............. 4
Statements of Cash Flows--Statutory Basis................................. 5
Notes to Financial Statements--Statutory Basis............................ 6
Statutory-Basis Financial Statement Schedules
Summary of Investments--Other Than Investments in Related Parties......... 24
Supplementary Insurance Information....................................... 25
Reinsurance............................................................... 26
</TABLE>
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Report of Independent Auditors
The Board of Directors
PFL Life Insurance Company
We have audited the accompanying statutory-basis balance sheets of PFL Life
Insurance Company as of December 31, 1998 and 1997, and the related statutory-
basis statements of operations, changes in capital and surplus, and cash flows
for each of the three years in the period ended December 31, 1998. Our audits
also included the accompanying statutory-basis financial statement schedules
required by Article 7 of Regulation S-X. These financial statements and
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As described in Note 1 to the financial statements, the Company presents its
financial statements in conformity with accounting practices prescribed or
permitted by the Insurance Division, Department of Commerce, of the State of
Iowa, which practices differ from generally accepted accounting principles.
The variances between such practices and generally accepted accounting
principles also are described in Note 1. The effects on the financial
statements of these variances are not reasonably determinable but are presumed
to be material.
In our opinion, because of the effects of the matters described in the
preceding paragraph, the financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of PFL Life Insurance Company at December 31, 1998 and
1997, or the results of its operations or its cash flows for each of the three
years in the period ended December 31, 1998.
However, in our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of PFL Life Insurance
Company at December 31, 1998 and 1997, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1998 in conformity with accounting practices prescribed or permitted by the
Insurance Division, Department of Commerce, of the State of Iowa. Also, in our
opinion, the related financial statement schedules, when considered in
relation to the basic statutory-basis financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
/s/ Ernst & Young LLP
Des Moines, Iowa
February 19, 1999
1
<PAGE>
PFL LIFE INSURANCE COMPANY
BALANCE SHEETS--STATUTORY BASIS
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
December 31
---------------------
1998 1997
---------- ----------
ADMITTED ASSETS
---------------
<S> <C> <C>
Cash and invested assets:
Cash and short-term investments............................ $ 83,289 $ 23,939
Bonds...................................................... 4,822,442 4,913,144
Stocks:
Preferred................................................ 14,754 2,750
Common (cost: 1998--$34,731; 1997--$33,058).............. 49,448 42,345
Affiliated entities (cost: 1998--$8,060; 1997--$10,798).. 5,613 8,031
Mortgage loans on real estate.............................. 1,012,433 935,207
Real estate, at cost less accumulated depreciation ($9,500
in 1998; $8,655 in 1997):
Home office properties................................... 8,056 8,283
Properties acquired in satisfaction of debt.............. 11,778 11,814
Investment properties.................................... 44,325 36,416
Policy loans............................................... 60,058 57,136
Other invested assets...................................... 76,482 29,864
---------- ----------
Total cash and invested assets......................... 6,188,678 6,068,929
Premiums deferred and uncollected........................... 15,318 16,101
Accrued investment income................................... 65,308 69,662
Receivable from affiliate................................... 643 --
Federal income taxes recoverable............................ 639 --
Transfers from separate accounts............................ 70,866 60,193
Other assets................................................ 29,511 37,624
Separate account assets..................................... 3,348,611 2,517,365
---------- ----------
Total admitted assets.................................. $9,719,574 $8,769,874
========== ==========
<CAPTION>
LIABILITIES AND CAPITAL AND SURPLUS
-----------------------------------
<S> <C> <C>
Liabilities:
Aggregate reserves for policies and contracts:
Life..................................................... $1,357,175 $ 884,018
Annuity.................................................. 3,925,293 4,204,125
Accident and health...................................... 205,736 169,328
Policy and contract claim reserves:
Life..................................................... 9,101 8,635
Accident and health...................................... 48,906 57,713
Other policyholders' funds................................. 162,266 143,831
Remittances and items not allocated........................ 19,690 153,745
Asset valuation reserve.................................... 91,588 69,825
Interest maintenance reserve............................... 50,575 30,287
Federal income taxes payable............................... -- 1,889
Short-term notes payable to affiliates..................... 9,421 16,400
Other liabilities.......................................... 76,766 75,070
Payable for securities..................................... 57,645 --
Payable to affiliates...................................... -- 13,240
Separate account liabilities............................... 3,342,884 2,512,406
---------- ----------
Total liabilities...................................... 9,357,046 8,340,512
Commitments and contingencies
Capital and surplus:
Common stock, $10 par value, 500 shares authorized, 266
issued and outstanding.................................... 2,660 2,660
Paid-in surplus............................................ 154,282 154,282
Unassigned surplus......................................... 205,586 272,420
---------- ----------
Total capital and surplus.............................. 362,528 429,362
---------- ----------
Total liabilities and capital and surplus.............. $9,719,574 $8,769,874
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations, net
of reinsurance:
Life.................................. $ 516,111 $ 202,435 $ 204,872
Annuity............................... 667,920 657,695 725,966
Accident and health................... 178,593 207,982 227,862
Net investment income................... 446,984 446,424 428,337
Amortization of interest maintenance re-
serve.................................. 8,656 3,645 2,434
Commissions and expense allowances on
reinsurance ceded...................... 32,781 49,859 73,931
---------- ---------- ----------
1,851,045 1,568,040 1,663,402
Benefits and expenses:
Benefits paid or provided for:
Life and accident and health bene-
fits................................. 135,184 146,583 147,024
Surrender benefits.................... 732,796 658,071 512,810
Other benefits........................ 152,209 126,495 101,288
Increase (decrease) in aggregate
reserves for policies and contracts:
Life.................................. 473,158 149,575 140,126
Annuity............................... (278,665) (203,139) 188,002
Accident and health................... 36,407 30,059 26,790
Other................................. 17,550 16,998 19,969
---------- ---------- ----------
1,268,639 924,642 1,136,009
Insurance expenses:
Commissions............................. 136,569 157,300 177,466
General insurance expenses.............. 48,018 57,571 57,282
Taxes, licenses and fees................ 19,166 8,715 13,889
Net transfers to separate accounts...... 265,702 297,480 171,785
Other expenses.......................... 1,016 119 526
---------- ---------- ----------
470,471 521,185 420,948
---------- ---------- ----------
1,739,110 1,445,827 1,556,957
---------- ---------- ----------
Gain from operations before federal income
tax expense and net realized capital
gains (losses) on investments............ 111,935 122,213 106,445
Federal income tax expense................ 49,835 43,381 41,177
---------- ---------- ----------
Gain from operations before net realized
capital gains (losses) on investments.... 62,100 78,832 65,268
Net realized capital gains (losses) on
investments (net of related federal
income taxes and amounts transferred to
interest maintenance reserve)............ 3,398 7,159 (3,503)
---------- ---------- ----------
Net income................................ $ 65,498 $ 85,991 $ 61,765
========== ========== ==========
</TABLE>
See accompanying notes.
3
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Total
Capital
Common Paid-in Unassigned and
Stock Surplus Surplus Surplus
------ -------- ---------- ---------
<S> <C> <C> <C> <C>
Balance at January 1, 1996............... $2,660 $154,129 $ 220,739 $ 377,528
Net income............................. -- -- 61,765 61,765
Change in net unrealized capital
gains................................. -- -- 2,351 2,351
Change in non-admitted assets.......... -- -- (148) (148)
Change in asset valuation reserve...... -- -- (10,930) (10,930)
Dividend to stockholder................ -- -- (20,000) (20,000)
Prior period adjustment................ -- -- 5,025 5,025
Surplus effect of sales of divisions... -- -- (384) (384)
Surplus effect of ceding commissions
associated with the sale of a
division.............................. -- -- 29 29
Amendment of reinsurance agreement..... -- -- 421 421
Change in liability for reinsurance in
unauthorized companies................ -- -- 2,690 2,690
------ -------- --------- ---------
Balance at December 31, 1996............. 2,660 154,129 261,558 418,347
Capital contribution................... -- 153 -- 153
Net income............................. -- -- 85,991 85,991
Change in net unrealized capital
gains................................. -- -- 3,592 3,592
Change in non-admitted assets.......... -- -- (481) (481)
Change in asset valuation reserve...... -- -- (14,974) (14,974)
Dividend to stockholder................ -- -- (62,000) (62,000)
Surplus effect of sale of a division... -- -- (161) (161)
Surplus effect of ceding commissions
associated with the sale of a
division.............................. -- -- 5 5
Amendment of reinsurance agreement..... -- -- 389 389
Surplus effect of reinsurance
agreement............................. -- -- 402 402
Change in liability for reinsurance in
unauthorized companies................ -- -- (1,901) (1,901)
------ -------- --------- ---------
Balance at December 31, 1997............. 2,660 154,282 272,420 429,362
Net income............................. -- -- 65,498 65,498
Change in net unrealized capital
gains................................. -- -- 4,504 4,504
Change in non-admitted assets.......... -- -- (260) (260)
Change in asset valuation reserve...... -- -- (21,763) (21,763)
Dividend to stockholder................ -- -- (120,000) (120,000)
Increase in liability for reinsurance
in unauthorized companies............. -- -- 2,036 2,036
Tax benefit on stock options
exercised............................. -- -- 2,476 2,476
Change in surplus in separate
accounts.............................. -- -- 675 675
------ -------- --------- ---------
Balance at December 31, 1998............. $2,660 $154,282 $ 205,586 $ 362,528
====== ======== ========= =========
</TABLE>
See accompanying notes.
4
<PAGE>
PFL LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS--STATUTORY BASIS
(Dollars in thousands)
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities
Premiums and other considerations, net
of reinsurance......................... $ 1,396,428 $ 1,119,936 $ 1,240,748
Net investment income................... 469,246 452,091 431,456
Life and accident and health claims..... (138,249) (154,383) (147,556)
Surrender benefits and other fund
withdrawals............................ (732,796) (658,071) (512,810)
Other benefits to policyholders......... (152,167) (126,462) (101,254)
Commissions, other expenses and other
taxes.................................. (197,135) (225,042) (248,321)
Net transfers to separate accounts...... (276,375) (319,146) (210,312)
Federal income taxes.................... (72,176) (47,909) (35,551)
Cash paid in conjunction with an
amendment of a reinsurance agreement... -- (4,826) (5,812)
Cash received in connection with a
reinsurance agreement.................. -- 1,477 --
Other, net.............................. (93,095) 89,693 (41,677)
Net cash provided by operating
activities............................. 203,681 127,358 368,911
Investing Activities
Proceeds from investments sold, matured
or repaid:
Bonds and preferred stocks............ 3,347,174 3,284,095 2,112,831
Common stocks......................... 34,564 34,004 27,214
Mortgage loans on real estate......... 192,210 138,162 74,351
Real estate........................... 5,624 6,897 18,077
Cash received from ceding commissions
associated with the sale of a
division............................. -- 8 45
Other................................. 7,210 57,683 22,568
----------- ----------- -----------
3,586,782 3,520,849 2,255,086
Cost of investments acquired:
Bonds and preferred stocks............ (3,251,822) (3,411,442) (2,270,105)
Common stocks......................... (36,379) (37,339) (29,799)
Mortgage loans on real estate......... (257,039) (159,577) (324,381)
Real estate........................... (11,458) (2,013) (222)
Policy loans.......................... (2,922) (2,922) (1,539)
Cash paid in association with the sale
of a division........................ -- (591) (662)
Other................................. (44,514) (15,674) (6,404)
----------- ----------- -----------
(3,604,134) (3,629,558) (2,633,112)
----------- ----------- -----------
Net cash used in investing activities... (17,352) (108,709) (378,026)
Financing Activities
Issuance (repayment) of short-term
intercompany notes payable............. $ (6,979) $ 16,400 $ --
Capital contribution.................... -- 153 --
Dividends to stockholder................ (120,000) (62,000) (20,000)
----------- ----------- -----------
Net cash used in financing activities... (126,979) (45,447) (20,000)
----------- ----------- -----------
Increase (decrease) in cash and short-
term investments....................... 59,350 (26,798) (29,115)
Cash and short-term investments at
beginning of year...................... 23,939 50,737 79,852
----------- ----------- -----------
Cash and short-term investments at end
of year................................ $ 83,289 $ 23,939 $ 50,737
=========== =========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS
(Dollars in thousands)
December 31, 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
PFL Life Insurance Company ("the Company") is a stock life insurance company
and is a wholly-owned subsidiary of First AUSA Life Insurance Company ("First
AUSA"), which, in turn, is a wholly-owned subsidiary of AEGON USA, Inc.
("AEGON"). AEGON is an indirect wholly-owned subsidiary of AEGON N.V., a
holding company organized under the laws of The Netherlands.
In connection with the sale of certain affiliated business units, the
Company has assumed various blocks of business from these former affiliates
through mergers. In addition, the Company has canceled or entered into several
coinsurance and reinsurance agreements with affiliates and non-affiliates. The
following is a description of those transactions:
. During 1996, the Company sold its North Richland Hills, Texas health
administrative operations known as The Insurance Center. The transaction
resulted in the transfer of substantially all employees and office
facilities to United Insurance Companies, Inc. ("UICI"). All inforce
business will continue to be shared by UICI and the Company and its
affiliates through the existing coinsurance agreements. After a short
transition period, all new business produced by United Group Association,
an independent insurance agency, will be written by the insurance
subsidiaries of UICI and will not be shared with the Company and its
affiliates through coinsurance arrangements. As a result of the sale,
during 1996 the Company transferred $123 in assets, substantially all of
which was cash, and $70 of liabilities. The difference between the assets
and liabilities of $(53) plus a tax credit of $19 was charged directly to
unassigned surplus. During 1997, the Company transferred $591 in assets,
substantially all of which was cash and $343 of liabilities. The difference
between the assets and liabilities of $(248) net of a tax credit of $87 was
charged directly to unassigned surplus.
. On January 1, 1994, the Company entered into an agreement with a non-
affiliate reinsurer to annually increase reinsurance ceded (primarily group
health business) by 2 1/2% through 1997. As a result, during 1996, the
Company transferred $5,991 in assets, including $5,812 of cash and short-
term investments and liabilities of $6,146. The difference between the
assets and liabilities of $155, plus a tax credit of $266 was credited
directly to unassigned surplus. During 1997, the Company transferred $5,045
in assets, including $4,826 of cash and short-term investments, and
liabilities of $5,164. The difference between the assets and liabilities of
$119 plus a tax credit of $270 was credited directly to unassigned surplus.
. During 1993, the Company sold the Oakbrook Division (primarily group health
business). The initial transfer of risk occurred through an indemnity
reinsurance agreement. The policies will then be assumed by the reinsurer
by novation as state regulatory and policyholder approvals are received.
During 1996, the Company paid $539 in association with this sale; the
payment, net of a tax credit of $189, was charged directly to unassigned
surplus. In addition, the Company received from the third party
administrator a ceding commission of one percent of the premiums collected
between January 1, 1994 and December 31, 1996. As a result of the sale, in
1996, the Company received $45 for ceding commissions; the commissions net
of the related tax effect of $(16) were charged directly to unassigned
surplus. Also, during 1996, the Company paid $539 in association with this
sale; this payment, net of a tax credit of $189, was charged directly to
unassigned surplus. In 1997,
6
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the Company received $8 for ceding commissions; the commissions net of the
related tax effect of $3 were credited directly to unassigned surplus.
. During 1997, the Company entered into a reinsurance agreement with a non-
affiliate. As a result of the agreement, the Company received $1,480 of
assets, including $1,477 of cash and short-term securities, and $861 of
liabilities. The difference between the assets and liabilities of $619, net
of a tax effect of $217 was credited directly to unassigned surplus.
Nature of Business
The Company sells individual non-participating whole life, endowment and
term contracts, as well as a broad line of single fixed and flexible premium
annuity products. In addition, the Company offers group life, universal life,
and individual and specialty health coverages. The Company is licensed in 49
states and the District of Columbia. Sales of the Company's products are
primarily through the Company's agents and financial institutions.
Basis of Presentation
The preparation of financial statements of insurance companies requires
management to make estimates and assumptions that affect amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
Significant estimates and assumptions are utilized in the calculation of
aggregate policy reserves, policy and contract claim reserves, guaranty fund
assessment accruals and valuation allowances on investments. It is reasonably
possible that actual experience could differ from the estimates and
assumptions utilized which could have a material impact on the financial
statements.
The accompanying financial statements have been prepared on the basis of
accounting practices prescribed or permitted by the Insurance Division,
Department of Commerce, of the State of Iowa ("Insurance Department"), which
practices differ in some respects from generally accepted accounting
principles. The more significant of these differences are as follows: (a)
bonds are generally reported at amortized cost rather than segregating the
portfolio into held-to-maturity (reported at amortized cost), available-for-
sale (reported at fair value), and trading (reported at fair value)
classifications; (b) acquisition costs of acquiring new business are charged
to current operations as incurred rather than deferred and amortized over the
life of the policies; (c) policy reserves on traditional life products are
based on statutory mortality rates and interest which may differ from reserves
based on reasonable assumptions of expected mortality, interest, and
withdrawals which include a provision for possible unfavorable deviation from
such assumptions; (d) policy reserves on certain investment products use
discounting methodologies based on statutory interest rates rather than full
account values; (e) reinsurance amounts are netted against the corresponding
asset or liability rather than shown as gross amounts on the balance sheet;
(f) deferred income taxes are not provided for the difference between the
financial statement and income tax bases of assets and liabilities; (g) net
realized gains or losses attributed to changes in the level of interest rates
in the market are deferred and amortized over the remaining life of the bond
or mortgage loan, rather than recognized as gains or losses in the statement
of operations when the sale is completed; (h) potential declines in the
estimated realizable value of investments are provided for through the
establishment of a formula-determined statutory investment reserve (reported
as a liability), changes to which are charged directly to surplus, rather than
through recognition in the statement of operations for declines in value, when
such declines are judged to be other than temporary; (i) certain assets
designated as "non-admitted assets" have been charged to surplus rather than
being reported as assets; (j) revenues for universal life and investment
products
7
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
consist of premiums received rather than policy charges for the cost of
insurance, policy administration charges, amortization of policy initiation
fees and surrender charges assessed; (k) pension expense is recorded as
amounts are paid; (l) adjustments to federal income taxes of prior years are
charged or credited directly to unassigned surplus, rather than reported as a
component of expense in the statement of operations; (m) gains or losses on
dispositions of business are charged or credited directly to unassigned
surplus rather than being reported in the statement of operations; and (n) a
liability is established for "unauthorized reinsurers" and changes in this
liability are charged or credited directly to unassigned surplus. The effects
of these variances have not been determined by the Company but are presumed to
be material.
In 1998, the National Association of Insurance Commissioners ("NAIC")
adopted codified statutory accounting principles ("Codification").
Codification will likely change, to some extent, prescribed statutory
accounting practices and may result in changes to the accounting practices
that the Company uses to prepare its statutory-basis financial statements.
Codification will require adoption by the various states before it becomes the
prescribed statutory basis of accounting for insurance companies domesticated
within those states. Accordingly, before Codification becomes effective for
the Company, the State of Iowa must adopt Codification as the prescribed basis
of accounting on which domestic insurers must report their statutory-basis
results to the Insurance Department. At this time, it is unclear whether the
State of Iowa will adopt Codification. However, based on current guidance,
management believes that the impact of Codification will not be material to
the Company's statutory-basis financial statements.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturity of one year or less when
purchased to be cash equivalents.
Investments
Investments in bonds (except those to which the Securities Valuation Office
of the NAIC has ascribed a value), mortgage loans on real estate and short-
term investments are reported at cost adjusted for amortization of premiums
and accrual of discounts. Amortization is computed using methods which result
in a level yield over the expected life of the investment. The Company reviews
its prepayment assumptions on mortgage and other asset-backed securities at
regular intervals and adjusts amortization rates retrospectively when such
assumptions are changed due to experience and/or expected future patterns.
Investments in preferred stocks in good standing are reported at cost.
Investments in preferred stocks not in good standing are reported at the lower
of cost or market. Common stocks of unaffiliated and affiliated companies,
which includes shares of mutual funds and real estate investment trusts, are
carried at market value. Real estate is reported at cost less allowances for
depreciation. Depreciation is computed principally by the straight-line
method. Policy loans are reported at unpaid principal. Other invested assets
consist principally of investments in various joint ventures and are recorded
at equity in underlying net assets. Other "admitted assets" are valued,
principally at cost, as required or permitted by Iowa Insurance Laws.
Net realized capital gains and losses are determined on the basis of
specific identification and are recorded net of related federal income taxes.
The Asset Valuation Reserve ("AVR") is established by the Company to provide
for potential losses in the event of default by issuers of certain invested
assets. These amounts are determined using a formula prescribed by the NAIC
and are reported as a liability. The formula for the AVR provides for a
corresponding adjustment for realized gains and losses. Under
8
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
a formula prescribed by the NAIC, the Company defers, in the Interest
Maintenance Reserve ("IMR"), the portion of realized gains and losses on sales
of fixed income investments, principally bonds and mortgage loans,
attributable to changes in the general level of interest rates and amortizes
those deferrals over the remaining period to maturity of the security.
Interest income is recognized on an accrual basis. The Company does not
accrue income on bonds in default, mortgage loans on real estate in default
and/or foreclosure or which are delinquent more than twelve months, or on real
estate where rent is in arrears for more than three months. Further, income is
not accrued when collection is uncertain. At December 31, 1998, 1997 and 1996,
the Company excluded investment income due and accrued of $102, $177 and
$1,541, respectively, with respect to such practices.
The Company uses interest rate swaps and caps as part of its overall
interest rate risk management strategy for certain life insurance and annuity
products. The Company entered into several interest rate swap contracts to
modify the interest rate characteristics of the underlying liabilities. The
net interest effect of such swap transactions is reported as an adjustment of
interest income from the hedged items as incurred.
The Company has entered into an interest rate cap agreement to hedge the
exposure of changing interest rates. The cash flows from the interest rate cap
will help offset losses that might occur from changes in interest rates. The
cost of such agreement is included in interest expense ratably during the life
of the agreement. Income received as a result of the cap agreement will be
recognized in investment income as earned. Unamortized cost of the agreements
is included in other invested assets.
Aggregate Policy Reserves
Life, annuity and accident and health benefit reserves are developed by
actuarial methods and are determined based on published tables based on
statutorily specified interest rates and valuation methods that will provide,
in the aggregate, reserves that are greater than or equal to the minimum
required by law.
The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary
Mortality and American Experience Mortality Tables. The reserves are
calculated using interest rates ranging from 2.00 to 6.00 percent and are
computed principally on the Net Level Premium Valuation and the Commissioners'
Reserve Valuation Methods. Reserves for universal life policies are based on
account balances adjusted for the Commissioners' Reserve Valuation Method.
Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with life contingencies are
equal to the present value of future payments assuming interest rates ranging
from 2.50 to 11.25 percent and mortality rates, where appropriate, from a
variety of tables.
Accident and health policy reserves are equal to the greater of the gross
unearned premiums or any required midterminal reserves plus net unearned
premiums and the present value of amounts not yet due on both reported and
unreported claims.
9
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Policy and Contract Claim Reserves
Claim reserves represent the estimated accrued liability for claims reported
to the Company and claims incurred but not yet reported through the statement
date. These reserves are estimated using either individual case-basis
valuations or statistical analysis techniques. These estimates are subject to
the effects of trends in claim severity and frequency. The estimates are
continually reviewed and adjusted as necessary as experience develops or new
information becomes available.
Separate Accounts
Assets held in trust for purchases of variable annuity contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. The assets in the separate accounts are valued at
market. Income and gains and losses with respect to the assets in the separate
accounts accrue to the benefit of the policyholders and, accordingly, the
operations of the separate accounts are not included in the accompanying
financial statements. The separate accounts do not have any minimum guarantees
and the investment risks associated with market value changes are borne
entirely by the policyholders. The Company received variable contract premiums
of $345,319, $281,095 and $227,864 in 1998, 1997 and 1996, respectively. All
variable account contracts are subject to discretionary withdrawal by the
policyholder at the market value of the underlying assets less the current
surrender charge.
Stock Option Plan
AEGON N.V. sponsors a stock option plan for eligible employees of the
Company. Under this plan, certain employees have indicated a preference to
immediately sell shares received as a result of their exercise of the stock
options; in these situations, AEGON N.V. has settled such options in cash
rather than issuing stock to these employees. These cash settlements are paid
by the Company, and AEGON N.V. subsequently reimburses the Company for such
payments. Under statutory accounting principles, the Company does not record
any expense related to this plan, as the expense is recognized by AEGON N.V.
However, the Company is allowed to record a deduction in the consolidated tax
return filed by the Company and certain affiliates. The tax benefit of this
deduction has been credited directly to surplus.
Reclassifications
Certain reclassifications have been made to the 1997 and 1996 financial
statements to conform to the 1998 presentation.
2. FAIR VALUES OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standard ("SFAS") No. 107, Disclosures
about Fair Value of Financial Instruments, requires disclosure of fair value
information about financial instruments, whether or not recognized in the
statutory-basis balance sheet, for which it is practicable to estimate that
value. SFAS No. 119, Disclosures about Derivative Financial Instruments and
Fair Value of Financial Instruments, requires additional disclosure about
derivatives. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by
comparisons to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument. SFAS No. 107 and No. 119 exclude
certain financial instruments and all nonfinancial instruments from their
disclosure requirements and allow companies to forego the
10
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
disclosures when those estimates can only be made at excessive cost.
Accordingly, the aggregate fair value amounts presented do not represent the
underlying value of the Company.
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash and short-term investments: The carrying amounts reported in the
balance sheet for these instruments approximate their fair values.
Investment securities: Fair values for fixed maturity securities
(including redeemable preferred stocks) are based on quoted market prices,
where available. For fixed maturity securities not actively traded, fair
values are estimated using values obtained from independent pricing
services or, in the case of private placements, are estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
The fair values for equity securities, including affiliated mutual funds
and real estate investment trusts, are based on quoted market prices.
Mortgage loans and policy loans: The fair values for mortgage loans are
estimated utilizing discounted cash flow analyses, using interest rates
reflective of current market conditions and the risk characteristics of the
loans. The fair value of policy loans is assumed to equal their carrying
value.
Investment contracts: Fair values for the Company's liabilities under
investment-type insurance contracts are estimated using discounted cash
flow calculations, based on interest rates currently being offered for
similar contracts with maturities consistent with those remaining for the
contracts being valued.
Interest rate cap and interest rate swaps: Estimated fair value of the
interest rate cap is based upon the latest quoted market price. Estimated
fair value of interest rate swaps are based upon the pricing differential
for similar swap agreements.
Fair values for the Company's insurance contracts other than investment
contracts are not required to be disclosed. However, the fair values of
liabilities under all insurance contracts are taken into consideration in the
Company's overall management of interest rate risk, which minimizes exposure
to changing interest rates through the matching of investment maturities with
amounts due under insurance contracts.
11
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
The following sets forth a comparison of the fair values and carrying values
of the Company's financial instruments subject to the provisions of SFAS No.
107 and No. 119:
<TABLE>
<CAPTION>
December 31
-------------------------------------------
1998 1997
--------------------- ---------------------
Carrying Carrying
Value Fair Value Value Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Admitted Assets
Cash and short-term investments.... $ 83,289 $ 83,289 $ 23,939 $ 23,939
Bonds.............................. 4,822,442 4,900,516 4,913,144 5,046,527
Preferred stocks................... 14,754 14,738 2,750 8,029
Common stocks...................... 49,448 49,448 42,345 42,345
Affiliated common stock............ 5,613 5,613 8,031 8,031
Mortgage loans on real estate...... 1,012,433 1,089,315 935,207 983,720
Policy loans....................... 60,058 60,058 57,136 57,136
Interest rate cap.................. 4,445 725 5,618 1,513
Interest rate swaps................ 1,916 6,667 -- 2,546
Separate account assets............ 3,348,611 3,348,611 2,517,365 2,517,365
Liabilities
Investment contract liabilities.... 4,084,683 4,017,509 4,345,181 4,283,461
Separate account liabilities....... 3,271,005 3,213,251 2,452,205 2,452,205
</TABLE>
3. INVESTMENTS
The carrying value and estimated fair value of investments in debt securities
were as follows:
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated
Value Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1998
Bonds:
United States Government and
agencies........................ $ 150,085 $ 2,841 $ 321 $ 152,605
State, municipal and other
government...................... 62,948 918 1,651 62,215
Public utilities................. 139,732 5,053 2,555 142,230
Industrial and miscellaneous..... 2,068,086 78,141 34,493 2,111,734
Mortgage and other asset-backed
securities...................... 2,401,591 45,185 15,044 2,431,732
---------- -------- ------- ----------
4,822,442 132,138 54,064 4,900,516
Preferred stocks................... 14,754 75 91 14,738
---------- -------- ------- ----------
$4,837,196 $132,213 $54,155 $4,915,254
========== ======== ======= ==========
</TABLE>
12
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
<TABLE>
<CAPTION>
Gross Gross
Carrying Unrealized Unrealized Estimated
Value Gains Losses Fair Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
December 31, 1997
Bonds:
United States Government and
agencies........................ $ 188,241 $ 2,562 $ 21 $ 190,782
State, municipal and other
government...................... 61,532 2,584 1,774 62,342
Public utilities................. 121,582 5,384 2,952 124,014
Industrial and miscellaneous..... 1,955,587 85,233 7,752 2,033,068
Mortgage and other asset-backed
securities...................... 2,586,202 55,382 5,263 2,636,321
---------- -------- ------- ----------
4,913,144 151,145 17,762 5,046,527
Preferred stocks................... 2,750 5,279 -- 8,029
---------- -------- ------- ----------
$4,915,894 $156,424 $17,762 $5,054,556
========== ======== ======= ==========
</TABLE>
The carrying value and estimated fair value of bonds at December 31, 1998,
by contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
Carrying Estimated
Value Fair Value
---------- ----------
<S> <C> <C>
Due in one year or less............................... $ 151,747 $ 148,410
Due after one year through five years................. 1,211,064 1,232,329
Due after five years through ten years................ 753,543 761,787
Due after ten years................................... 304,497 326,258
---------- ----------
2,420,851 2,468,784
Mortgage and other asset-backed securities............ 2,401,591 2,431,732
---------- ----------
$4,822,442 $4,900,516
========== ==========
</TABLE>
A detail of net investment income is presented below:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Interest on bonds and notes......................... $374,478 $373,496 $364,356
Dividends on equity investments..................... 1,357 1,460 1,436
Interest on mortgage loans.......................... 77,960 80,266 69,418
Rental income on real estate........................ 6,553 7,501 9,526
Interest on policy loans............................ 4,080 3,400 3,273
Other investment income............................. 2,576 613 1,799
-------- -------- --------
Gross investment income............................. 467,004 466,736 449,808
Investment expenses................................. 20,020 20,312 21,471
-------- -------- --------
Net investment income............................... $446,984 $446,424 $428,337
======== ======== ========
</TABLE>
13
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Proceeds from sales and maturities of debt securities and related gross
realized gains and losses were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
----------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Proceeds.................................... $3,347,174 $3,284,095 $2,112,831
========== ========== ==========
Gross realized gains........................ $ 48,760 $ 30,094 $ 19,876
Gross realized losses....................... (8,072) (17,265) (19,634)
---------- ---------- ----------
Net realized gains.......................... $ 40,688 $ 12,829 $ 242
========== ========== ==========
</TABLE>
At December 31, 1998, investments with an aggregate carrying value of
$5,935,160 were on deposit with regulatory authorities or were restrictively
held in bank custodial accounts for the benefit of such regulatory authorities
as required by statute.
Realized investment gains (losses) and changes in unrealized gains (losses)
for investments are summarized below:
<TABLE>
<CAPTION>
Realized
---------------------------
Year Ended December 31
---------------------------
1998 1997 1996
-------- -------- -------
<S> <C> <C> <C>
Debt securities................................... $ 40,688 $ 12,829 $ 242
Short-term investments............................ 1,533 (19) (197)
Equity securities................................. (879) 6,972 1,798
Mortgage loans on real estate..................... 12,637 2,252 (5,530)
Real estate....................................... 3,176 4,252 1,210
Other invested assets............................. (2,523) 1,632 12
-------- -------- -------
54,632 27,918 (2,465)
Tax effect........................................ (22,290) (10,572) (1,235)
Transfer to interest maintenance reserve.......... (28,944) (10,187) 197
-------- -------- -------
Net realized gains (losses)....................... $ 3,398 $ 7,159 $(3,503)
======== ======== =======
</TABLE>
<TABLE>
<CAPTION>
Change in Unrealized
---------------------------
Year Ended December 31
---------------------------
1998 1997 1996
-------- ------- ---------
<S> <C> <C> <C>
Debt securities.................................. $(60,604) $40,289 $(115,867)
Equity securities................................ 5,750 5,653 2,929
-------- ------- ---------
Change in unrealized appreciation
(depreciation).................................. $(54,854) $45,942 $(112,938)
======== ======= =========
</TABLE>
Gross unrealized gains and gross unrealized losses on equity securities were
as follows:
<TABLE>
<CAPTION>
December 31
-------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Unrealized gains..................................... $15,980 $10,356 $ 9,590
Unrealized losses.................................... (3,710) (3,836) (8,723)
------- ------- -------
Net unrealized gains................................. $12,270 $ 6,520 $ 867
======= ======= =======
</TABLE>
14
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
During 1998, the Company issued mortgage loans with interest rates ranging
from 5.88% to 7.86%. The maximum percentage of any one mortgage loan to the
value of the underlying real estate at origination was 90% for commercial
loans and 95% for residential loans. Mortgage loans with a carrying value of
$245 were non-income producing for the previous twelve months. Accrued
interest of $89 related to these mortgage loans was excluded from investment
income. The Company requires all mortgaged properties to carry fire insurance
equal to the value of the underlying property.
At December 31, 1998 and 1997, the Company held a mortgage loan loss reserve
in the asset valuation reserve of $16,104 and $11,985, respectively. The
mortgage loan portfolio is diversified by geographic region and specific
collateral property type as follows:
Geographic Distribution
<TABLE>
<CAPTION>
December 31
-------------
1998 1997
----- -----
<S> <C> <C>
South Atlantic............................ 32% 29%
E. North Central.......................... 16 12
Pacific................................... 15 15
Mountain.................................. 10 10
Middle Atlantic........................... 10 7
W. South Central.......................... 6 9
W. North Central.......................... 5 6
E. South Central.......................... 3 8
New England............................... 3 4
</TABLE>
Property Type Distribution
<TABLE>
<CAPTION>
December 31
-------------
1998 1997
----- -----
<S> <C> <C>
Retail.................................... 35% 35%
Office.................................... 30 31
Industrial................................ 21 6
Apartment................................. 12 14
Other..................................... 2 14
</TABLE>
At December 31, 1998, the Company had no investments (excluding U.S.
Government guaranteed or insured issues) which individually represented more
than ten percent of capital and surplus and the asset valuation reserve.
The Company utilizes a variety of off-balance sheet financial instruments as
part of its efforts to hedge and manage fluctuations in the market value of
its investment portfolio attributable to changes in general interest rate
levels and to manage duration mismatch of assets and liabilities. These
instruments include interest rate exchange agreements (swaps and caps),
options, and commitments to extend credit and all involve elements of credit
and market risks in excess of the amounts recognized in the accompanying
financial statements at a given point in time. The contract or notional
amounts of those instruments reflect the extent of involvement in the various
types of financial instruments.
The Company's exposure to credit risk is the risk of loss from a
counterparty failing to perform according to the terms of the contract. That
exposure includes settlement risk (i.e., the risk that the
15
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
counterparty defaults after the Company has delivered funds or securities
under terms of the contract) that would result in an accounting loss and
replacement cost risk (i.e., the cost to replace the contract at current
market rates should the counterparty default prior to settlement date). Credit
loss exposure resulting from nonperformance by a counterparty for commitments
to extend credit is represented by the contractual amounts of the instruments.
At December 31, 1998 and 1997, the Company's outstanding financial
instruments with on and off-balance sheet risks, shown in notional amounts,
are summarized as follows:
<TABLE>
<CAPTION>
Notional Amount
-----------------
1998 1997
-------- --------
<S> <C> <C>
Derivative securities:
Interest rate swaps:
Receive fixed--pay floating............................... $100,000 $100,000
Receive floating (uncapped)--pay floating (capped)........ 53,011 67,229
Receive floating (LIBOR)--pay floating (S&P).............. 60,000 --
Interest rate cap agreements................................ 500,000 500,000
</TABLE>
4. REINSURANCE
The Company reinsures portions of risk on certain insurance policies which
exceed its established limits, thereby providing a greater diversification of
risk and minimizing exposure on larger risks. The Company remains contingently
liable with respect to any insurance ceded, and this would become an actual
liability in the event that the assuming insurance company became unable to
meet its obligation under the reinsurance treaty.
Reinsurance assumption and cession treaties are transacted primarily with
affiliates. Premiums earned reflect the following reinsurance assumed and
ceded amounts:
<TABLE>
<CAPTION>
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Direct premiums............................. $1,533,822 $1,312,446 $1,457,450
Reinsurance assumed......................... 2,366 2,038 1,796
Reinsurance ceded........................... (173,564) (246,372) (300,546)
---------- ---------- ----------
Net premiums earned......................... $1,362,624 $1,068,112 $1,158,700
========== ========== ==========
</TABLE>
The Company received reinsurance recoveries in the amount of $173,297,
$183,638 and $168,155 during 1998, 1997 and 1996, respectively. At December
31, 1998 and 1997, estimated amounts recoverable from reinsurers that have
been deducted from policy and contract claim reserves totaled $47,956 and
$60,437, respectively. The aggregate reserves for policies and contracts were
reduced for reserve credits for reinsurance ceded at December 31, 1998 and
1997 of $2,163,905 and $2,434,130, respectively.
At December 31, 1998, amounts recoverable from unauthorized reinsurers of
$55,379 (1997--$73,080) and reserve credits for reinsurance ceded of $49,835
(1997--$78,838) were associated with a single reinsurer and its affiliates.
The Company holds collateral under these reinsurance agreements in the form of
trust agreements totaling $106,226 at December 31, 1998 that can be drawn on
for amounts that remain unpaid for more than 120 days.
16
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
5. INCOME TAXES
For federal income tax purposes, the Company joins in a consolidated tax
return filing with certain affiliated companies. Under the terms of a tax-
sharing agreement between the Company and its affiliates, the Company computes
federal income tax expense as if it were filing a separate income tax return,
except that tax credits and net operating loss carryforwards are determined on
the basis of the consolidated group. Additionally, the alternative minimum tax
is computed for the consolidated group and the resulting tax, if any, is
allocated back to the separate companies on the basis of the separate
companies' alternative minimum taxable income.
Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to gain from operations before federal
income tax expense and net realized capital gains (losses) on investments for
the following reasons:
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
Computed tax at federal statutory rate (35%)......... $39,177 $42,775 $37,256
Tax reserve adjustment............................... 607 2,004 2,211
Excess tax depreciation.............................. (223) (392) (384)
Deferred acquisition costs--tax basis................ 11,827 4,308 5,583
Prior year under (over) accrual...................... 1,750 (1,016) (499)
Dividend received deduction.......................... (1,053) (941) (454)
Charitable contribution.............................. -- (848) --
Other items--net..................................... (2,250) (2,509) (2,536)
------- ------- -------
Federal income tax expense........................... $49,835 $43,381 $41,177
======= ======= =======
</TABLE>
Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation but
was accumulated for income tax purposes in a memorandum account referred to as
the policyholders' surplus account. No federal income taxes have been provided
for in the financial statements on income deferred in the policyholders'
surplus account ($20,387 at December 31, 1998). To the extent dividends are
paid from the amount accumulated in the policyholders' surplus account, net
earnings would be reduced by the amount of tax required to be paid. Should the
entire amount in the policyholders' surplus account become taxable, the tax
thereon computed at current rates would amount to approximately $7,135.
The Company's federal income tax returns have been examined and closing
agreements have been executed with the Internal Revenue Service through 1987.
During 1996, there was a $5,025 prior period adjustment to the tax accrual.
This included a $2,100 writeoff of an intangible asset for tax purposes, and a
federal income tax refund of $1,829 for tax years 1984 through 1986 and
related interest of $1,686, net of a tax effect of $590. An examination is
underway for years 1993 through 1995.
6. POLICY AND CONTRACT ATTRIBUTES
A portion of the Company's policy reserves and other policyholders' funds
(including separate account liabilities) relates to liabilities established on
a variety of the Company's products that are not subject to significant
mortality or morbidity risk; however, there may be certain restrictions placed
upon
17
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the amount of funds that can be withdrawn without penalty. The amount of
reserves on these products, by withdrawal characteristics, are summarized as
follows:
<TABLE>
<CAPTION>
December 31
-------------------------------------
1998 1997
------------------ ------------------
Percent Percent
of of
Amount Total Amount Total
---------- ------- ---------- -------
<S> <C> <C> <C> <C>
Subject to discretionary withdrawal with
market value adjustment................. $ 82,048 1% $ 8,912 0%
Subject to discretionary withdrawal at
book value less surrender charge........ 515,778 5 755,300 8
Subject to discretionary withdrawal at
market value............................ 3,211,896 34 2,454,845 27
Subject to discretionary withdrawal at
book value (minimal or no charges or
adjustments)............................ 5,519,265 58 5,821,049 63
Not subject to discretionary withdrawal
provision............................... 228,030 2 203,522 2
---------- --- ---------- ---
9,557,017 100% 9,243,628 100%
Less reinsurance ceded................... 2,124,769 2,372,495
---------- ----------
Total policy reserves on annuities and
deposit fund liabilities................ $7,432,248 $6,871,134
========== ==========
</TABLE>
A reconciliation of the amounts transferred to and from the separate accounts
is presented below:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Transfers as reported in the summary of operations
of the separate accounts statement:
Transfers to separate accounts.................... $345,319 $281,095 $227,864
Transfers from separate accounts.................. 79,808 9,819 75,172
-------- -------- --------
Net transfers to separate accounts.................. 265,511 271,276 152,692
Reconciling adjustments--charges for investment
management, administration fees and contract
guarantees......................................... 191 26,204 19,093
-------- -------- --------
Transfers as reported in the summary of operations
of the life, accident and health annual statement.. $265,702 $297,480 $171,785
======== ======== ========
</TABLE>
18
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Reserves on the Company's traditional life products are computed using mean
reserving methodologies. These methodologies result in the establishment of
assets for the amount of the net valuation premiums that are anticipated to be
received between the policy's paid-through date to the policy's next
anniversary date. At December 31, 1998 and 1997, these assets (which are
reported as premiums deferred and uncollected) and the amounts of the related
gross premiums and loadings, are as follows:
<TABLE>
<CAPTION>
Gross Loading Net
------- ------- -------
<S> <C> <C> <C>
December 31, 1998
Life and annuity:
Ordinary direct first year business................ $ 3,346 $2,500 $ 846
Ordinary direct renewal business................... 21,435 6,365 15,070
Group life direct business......................... 1,171 536 635
Reinsurance ceded.................................. (1,367) (44) (1,323)
------- ------ -------
24,585 9,357 15,228
Accident and health:
Direct............................................. 108 -- 108
Reinsurance ceded.................................. (18) -- (18)
------- ------ -------
Total accident and health............................ 90 -- 90
------- ------ -------
$24,675 $9,357 $15,318
======= ====== =======
December 31, 1997
Life and annuity:
Ordinary direct first year business................ $ 2,316 $1,698 $ 618
Ordinary direct renewal business................... 22,724 6,834 15,890
Group life direct business......................... 1,523 646 877
Reinsurance ceded.................................. (1,464) (81) (1,383)
------- ------ -------
25,099 9,097 16,002
Accident and health:
Direct............................................. 148 -- 148
Reinsurance ceded.................................. (49) -- (49)
------- ------ -------
Total accident and health............................ 99 -- 99
------- ------ -------
$25,198 $9,097 $16,101
======= ====== =======
</TABLE>
At December 31, 1998 and 1997, the Company had insurance in force
aggregating $44,233 and $69,271, respectively, in which the gross premiums are
less than the net premiums required by the standard valuation standards
established by the Insurance Division, Department of Commerce, of the State of
Iowa. The Company established policy reserves of $998 and $1,128 to cover
these deficiencies at December 31, 1998 and 1997, respectively.
7. DIVIDEND RESTRICTIONS
The Company is subject to limitations, imposed by the State of Iowa, on the
payment of dividends to its parent company. Generally, dividends during any
twelve-month period may not be paid, without prior regulatory approval, in
excess of the greater of (a) 10 percent of statutory capital and surplus as of
the preceding December 31, or (b) statutory gain from operations for the
preceding year. Subject to
19
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
the availability of unassigned surplus at the time of such dividend, the
maximum payment which may be made in 1999, without the prior approval of
insurance regulatory authorities, is $62,100.
The Company paid dividends to its parent of $120,000, $62,000 and $20,000 in
1998, 1997 and 1996, respectively.
8. RETIREMENT AND COMPENSATION PLANS
The Company's employees participate in a qualified benefit pension plan
sponsored by AEGON. The Company has no legal obligation for the plan. The
Company recognizes pension expense equal to its allocation from AEGON. The
pension expense is allocated among the participating companies based on the
FASB No. 87 expense as a percent of salaries. The benefits are based on years
of service and the employee's compensation during the highest five consecutive
years of employment. Pension expense aggregated $380, $422 and $1,056 for the
years ended December 31, 1998, 1997 and 1996, respectively. The plan is
subject to the reporting and disclosure requirements of the Employee
Retirement and Income Security Act of 1974.
The Company's employees also participate in a contributory defined
contribution plan sponsored by AEGON which is qualified under Section 401(k)
of the Internal Revenue Service Code. Employees of the Company who customarily
work at least 1,000 hours during each calendar year and meet the other
eligibility requirements, are participants of the plan. Participants may elect
to contribute up to fifteen percent of their salary to the plan. The Company
will match an amount up to three percent of the participant's salary.
Participants may direct all of their contributions and plan balances to be
invested in a variety of investment options. The plan is subject to the
reporting and disclosure requirements of the Employee Retirement and Income
Security Act of 1974. Expense related to this plan was $233, $226 and $297 for
the years ended December 31, 1998, 1997 and 1996, respectively.
AEGON sponsors supplemental retirement plans to provide the Company's senior
management with benefits in excess of normal pension benefits. The plans are
noncontributory, and benefits are based on years of service and the employee's
compensation level. The plans are unfunded and nonqualified under the Internal
Revenue Service Code. In addition, AEGON has established incentive deferred
compensation plans for certain key employees of the Company. AEGON also
sponsors an employee stock option plan for individuals employed at least three
years and a stock purchase plan for its producers, with the participating
affiliated companies establishing their own eligibility criteria, producer
contribution limits and company matching formula. These plans have been
accrued or funded as deemed appropriate by management of AEGON and the
Company.
In addition to pension benefits, the Company participates in plans sponsored
by AEGON that provide postretirement medical, dental and life insurance
benefits to employees meeting certain eligibility requirements. Portions of
the medical and dental plans are contributory. The expenses of the
postretirement plans calculated on the pay-as-you-go basis are charged to
affiliates in accordance with an intercompany cost sharing arrangement. The
Company expensed $62, $62 and $184 for the years ended December 31, 1998, 1997
and 1996, respectively.
9. RELATED PARTY TRANSACTIONS
The Company shares certain offices, employees and general expenses with
affiliated companies.
The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1998,
1997 and 1996, the Company paid $18,706, $18,705 and $17,028, respectively,
for these services, which approximates their costs to the affiliates.
20
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
Payables to affiliates bear interest at the thirty-day commercial paper rate
of 4.95% at December 31, 1998. During 1998, 1997 and 1996, the Company paid
net interest of $1,491, $1,188 and $174, respectively, to affiliates.
During 1997, the Company received a capital contribution of $153 in cash
from its parent.
At December 31, 1998 and 1997, the Company has short-term notes payable to
an affiliate of $9,421 and $16,400, respectively. Interest on these notes
accrues at rates ranging from 5.13% to 5.52% at December 31, 1998 and at 5.60%
at December 31, 1997.
During 1998, the Company issued life insurance policies to certain
affiliated companies, covering the lives of certain employees of those
affiliates. Premiums of $174,000 related to these policies were recognized
during the year, and aggregate reserves for policies and contracts are
$181,720 at December 31, 1998.
10. COMMITMENTS AND CONTINGENCIES
The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages, in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of
available facts, that damages arising from such demands will not be material
to the Company's financial position.
The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance
companies for the benefit of policyholders and claimants in the event of
insolvency of other insurance companies. Assessments are charged to operations
when received by the Company except where right of offset against other taxes
paid is allowed by law; amounts available for future offsets are recorded as
an asset on the Company's balance sheet. Potential future obligations for
unknown insolvencies are not determinable by the Company. The future
obligation has been based on the most recent information available from the
National Organization of Life and Health Insurance Guaranty Associations. The
Company has established a reserve of $17,901 and $17,700 and an offsetting
premium tax benefit of $7,631 and $7,984 at December 31, 1998 and 1997,
respectively, for its estimated share of future guaranty fund assessments
related to several major insurer insolvencies. The guaranty fund expense
(benefit) was $1,985, $(975) and $2,617 for December 31, 1998, 1997 and 1996,
respectively.
11. YEAR 2000 (UNAUDITED)
The term Year 2000 issue generally refers to the improper processing of
dates and incorrect date calculations that might occur in computer software
and hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations
and decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software
that has date-sensitive coding might recognize a code of 00 as the year 1900
rather than the year 2000.
The Company has developed a Year 2000 Project Plan (the "Plan") to address
the Year 2000 issue as it affects the Company's internal IT ("Information
Technology") and non-IT systems, and to assess Year 2000 issues relating to
third parties with whom the Company has critical relationships.
The Plan for addressing internal systems generally includes an assessment of
internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected
21
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
systems and equipment; remediation of identified systems and equipment;
internal testing and certification that each internal system is Year 2000
compliant; and a review of existing and revised business resumption and
contingency plans to address potential Year 2000 issues. The Company has
remediated and tested substantially all of its mission-critical internal IT
systems as of December 31, 1998. The Company continues to remediate and test
certain non-critical internal IT systems, internal non-IT systems and will
continue with a revalidation testing program throughout 1999.
The Company's Year 2000 issues are more complex because a number of its
systems interface with other systems not under the Company's control. The
Company's most significant interfaces and uses of third-party vendor systems
are in the bank, financial services and trust areas. The Company utilizes
various banks to handle numerous types of financial and sales transactions.
Several of these banks also provide trustee and custodial services for the
Company's investment holdings and transactions. These services are critical to
a financial services company such as the Company as its business centers
around cash receipts and disbursements to policyholders and the investment of
policyholder funds. The Company has received written confirmation from its
vendor banks regarding their status on Year 2000. The banks indicate their
dedication to resolving any Year 2000 issues related to their systems and
services prior to December 31, 1999. The Company anticipates that a
considerable effort will be necessary to ensure that its corrected or new
systems can properly interface with those business partners with whom it
transmits and receives data and other information (external systems). The
Company has undertaken specific testing regimes with these third-party
business partners and expects to continue working with its business partners
on any interfacing of systems. However, the timing of external system
compliance cannot currently be predicted with accuracy because the
implementation of Year 2000 readiness will vary from one company to another.
The Company does have some exposure to date-sensitive embedded technology
such as micro-controllers, but the Company views this exposure as minimal.
Unlike other industries that may be equipment intensive, like manufacturing,
the Company is a life insurance, and financial services organization providing
insurance annuities and pension products to its customers. As such, the
primary equipment and electronic devices in use are computers and telephone-
related equipment. This type of hardware can have date-sensitive embedded
technology which could have Year 2000 problems. Because of this exposure, the
Company has reviewed its computer hardware and telephone systems, with
assistance from the applicable vendors, and has upgraded, or replaced, or is
in the process of replacing any equipment that will not properly process date-
sensitive data in the Year 2000 or beyond.
For the Company, a reasonably likely worst case scenario might include one
or more of the Company's significant policyholder systems being non-compliant.
Such an event could result in a material disruption of the Company's
operations. Specifically, a number of the Company's operations could
experience an interruption in the ability to collect and process premiums or
deposits, process claim payments, accurately maintain policyholder
information, accurately maintain accounting records, and/or perform adequate
customer service. Should the worst case scenario occur, it could, dependent
upon its duration, have a material impact on the Company's business and
financial condition. Simple failures can be repaired and returned to
production within a matter of hours with no material impact. Unanticipated
failures with a longer service disruption period could have a more serious
impact. For this reason, the Company is placing significant emphasis on risk
management and Year 2000 business resumption contingency planning in 1999 by
modifying its existing business resumption and disaster recovery plans to
address potential Year 2000 issues.
The actions taken by management under the Year 2000 Project Plans are
intended to significantly reduce the Company's risk of a material business
interruption based on the Year 2000 issues. It should
22
<PAGE>
PFL LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS--(Continued)
be noted that the Year 2000 computer problem, and its resolution, is complex
and multifaceted, and any company's success cannot be conclusively known until
the Year 2000 is reached. In spite of its efforts or results, the Company's
ability to function unaffected to and through the Year 2000 may be adversely
affected by actions (or failure to act) of third parties beyond our knowledge
or control. It is anticipated that there may be problems that will have to be
resolved in the ordinary course of business on and after the Year 2000.
However, the Company does not believe that the problems will have a material
adverse affect on the Company's operations or financial condition.
23
<PAGE>
PFL LIFE INSURANCE COMPANY
SUMMARY OF INVESTMENTS--OTHER THAN
INVESTMENTS IN RELATED PARTIES
December 31, 1998
(Dollars in thousands)
SCHEDULE I
<TABLE>
<CAPTION>
Amount at Which
Market Shown in the
Type of Investment Cost(1) Value Balance Sheet
------------------ ---------- ---------- ---------------
<S> <C> <C> <C>
Fixed Maturities
Bonds:
United States Government and government
agencies and authorities.............. $ 926,370 $ 943,313 $ 926,370
States, municipalities and political
subdivisions.......................... 107,975 114,146 107,975
Foreign governments.................... 54,670 53,950 54,670
Public utilities....................... 139,732 142,230 139,732
All other corporate bonds.............. 3,593,695 3,646,877 3,593,695
Redeemable preferred stock............... 14,754 14,738 14,754
---------- ---------- ----------
Total fixed maturities................... 4,837,196 4,915,254 4,837,196
Equity Securities
Common stocks:
Affiliated entities.................... 8,060 5,613 5,613
Banks, trust and insurance............. 5,935 7,193 7,193
Industrial, miscellaneous and all
other................................. 28,796 42,255 42,255
---------- ---------- ----------
Total equity securities.................. 42,791 55,061 55,061
Mortgage loans on real estate............ 1,012,433 1,012,433
Real estate.............................. 52,381 52,381
Real estate acquired in satisfaction of
debt.................................... 11,778 11,778
Policy loans............................. 60,058 60,058
Other long-term investments.............. 76,482 76,482
Cash and short-term investments.......... 83,289 83,289
---------- ----------
Total investments........................ $6,176,408 $6,188,678
========== ==========
</TABLE>
- -------------------------
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments and adjusted for amortization of premiums or
accrual of discounts.
24
<PAGE>
PFL LIFE INSURANCE COMPANY
SUPPLEMENTARY INSURANCE INFORMATION
(Dollars in thousands)
SCHEDULE III
<TABLE>
<CAPTION>
Future Benefits,
Policy Claims
Benefits Policy and Net Losses and Other
and Unearned Contract Premium Investment Settlement Operating Premiums
Expenses Premiums Liabilities Revenue Income* Expenses Expenses* Written
---------- -------- ----------- ---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended December 31,
1998
Individual life......... $1,355,283 $ -- $ 8,976 $ 514,194 $ 85,258 $ 545,720 $ 87,455 --
Individual health....... 94,294 9,631 12,123 68,963 8,004 48,144 30,442 $ 68,745
Group life and health... 93,405 10,298 36,908 111,547 11,426 82,690 54,352 108,769
Annuity................. 3,925,293 -- -- 667,920 342,296 592,085 298,222 --
---------- ------- ------- ---------- -------- ---------- --------
$5,468,275 $19,929 $58,007 $1,362,624 $446,984 $1,268,639 $470,471
========== ======= ======= ========== ======== ========== ========
Year Ended December 31,
1997
Individual life......... $ 882,003 $ -- $ 8,550 $ 200,175 $ 75,914 $ 211,921 $ 36,185 --
Individual health....... 62,033 9,207 12,821 63,548 5,934 37,706 29,216 $ 63,383
Group life and health... 88,211 11,892 44,977 146,694 11,888 103,581 91,568 143,580
Annuity................. 4,204,125 -- -- 657,695 352,688 571,434 364,216 --
---------- ------- ------- ---------- -------- ---------- --------
$5,236,372 $21,099 $66,348 $1,068,112 $446,424 $ 924,642 $521,185
========== ======= ======= ========== ======== ========== ========
Year Ended December 31,
1996
Individual life......... $ 734,350 $ -- $ 7,240 $ 202,082 $ 66,538 $ 197,526 $ 38,067 --
Individual health....... 39,219 8,680 13,631 55,871 5,263 32,903 29,511 $ 55,678
Group life and health... 78,418 14,702 53,486 174,781 12,877 105,459 122,953 171,320
Annuity................. 4,408,419 -- -- 725,966 343,659 800,121 230,417 --
---------- ------- ------- ---------- -------- ---------- --------
$5,260,406 $23,382 $74,357 $1,158,700 $428,337 $1,136,009 $420,948
========== ======= ======= ========== ======== ========== ========
</TABLE>
- -------------
* Allocations of net investment income and other operating expenses are based
on a number of assumptions and estimates, and the results would change if
different methods were applied.
25
<PAGE>
PFL LIFE INSURANCE COMPANY
REINSURANCE
(Dollars in thousands)
SCHEDULE IV
<TABLE>
<CAPTION>
Assumed Percentage
Ceded to From of Amount
Gross Other Other Net Assumed
Amount Companies Companies Amount to Net
---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year Ended December 31,
1998
Life insurance in force.. $6,384,095 $438,590 $39,116 $5,984,621 .6%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 515,164 $ 3,692 $ 2,366 $ 513,838 .5%
Individual health...... 76,438 7,475 -- 68,963 --
Group life and health.. 255,848 144,301 -- 111,547 --
Annuity................ 686,372 18,096 -- 668,276 --
---------- -------- ------- ---------- ---
$1,533,822 $173,564 $ 2,366 $1,362,624 .2%
========== ======== ======= ========== ===
Year Ended December 31,
1997
Life insurance in force.. $5,025,027 $420,519 $35,486 $4,639,994 .8%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 201,691 $ 3,554 $ 2,038 $ 200,175 1.0%
Individual health...... 73,593 10,045 -- 63,548 --
Group life and health.. 339,269 192,575 -- 146,694 --
Annuity................ 697,893 40,198 -- 657,695 --
---------- -------- ------- ---------- ---
$1,312,446 $246,372 $ 2,038 $1,068,112 .2%
========== ======== ======= ========== ===
Year Ended December 31,
1996
Life insurance in force.. $4,863,416 $477,112 $30,685 $4,416,989 .7%
========== ======== ======= ========== ===
Premiums:
Individual life........ $ 204,144 $ 3,858 $ 1,796 $ 202,082 .9%
Individual health...... 68,699 12,828 -- 55,871 --
Group life and health.. 390,296 215,515 -- 174,781 --
Annuity................ 794,311 68,345 -- 725,966 --
---------- -------- ------- ---------- ---
$1,457,450 $300,546 $ 1,796 $1,158,700 .2%
========== ======== ======= ========== ===
</TABLE>
26
<PAGE>
Financial Statements
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Year ended December 31, 1998
with Report of Independent Auditors
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Financial Statements
Year ended December 31, 1998
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors...............................1
Financial Statements
Balance Sheet................................................2
Statement of Operations......................................6
Statements of Changes in Contract Owners' Equity............10
Notes to Financial Statements...............................17
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors and Contract Owners
of The Endeavor ML Variable Annuity,
PFL Life Insurance Company
We have audited the accompanying balance sheet of the subaccounts of PFL
Endeavor VA Separate Account, which are available for investment by The Endeavor
ML Variable Annuity contract owners, as of December 31, 1998, and the related
statements of operations for the year then ended and changes in contract owners'
equity for the year then ended and for the period July 2, 1997 (commencement of
operations) through December 31, 1997. These financial statements are the
responsibility of the Variable Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of mutual fund shares owned as of December 31, 1998 by
correspondence with the mutual funds' transfer agent. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the subaccounts of the PFL
Endeavor VA Separate Account, which are available for investment by The Endeavor
ML Variable Annuity contract owners, at December 31, 1998, and the results of
their operations and changes in their contract owners' equity for the year then
ended and for the period July 2, 1997 through December 31, 1997 in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Des Moines, Iowa
January 29, 1999
1
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
Endeavor
Money
Market
Total Subaccount
----------------------------------
Assets
<S> <C> <C>
Cash $ 11 $ -
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio 2,285,142 2,285,142
Endeavor Asset Allocation Portfolio 7,972,159 -
T. Rowe Price International Stock Portfolio 5,949,019 -
Endeavor Value Equity Portfolio 7,870,256 -
Dreyfus Small Cap Value Portfolio 8,510,908 -
Dreyfus U. S. Government Securities Portfolio 4,814,299 -
T. Rowe Price Equity Income Portfolio 13,030,090 -
T. Rowe Price Growth Stock Portfolio 11,925,818 -
Endeavor Opportunity Value Portfolio 5,938,738 -
Endeavor Enhanced Index Portfolio 8,166,022 -
Endeavor Select 50 Portfolio 2,562,426 -
Endeavor High Yield Portfolio 383,613 -
WRL Series Fund, Inc.:
Growth Portfolio 17,816,193 -
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund 7,413,673 -
Developing Capital Markets Focus Fund 882,349 -
Basic Value Focus Fund 7,453,052 -
----------------------------------
Total investments in mutual funds 112,973,757 2,285,142
----------------------------------
Total assets $112,973,768 $2,285,142
==================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 152 $ 9
----------------------------------
Total liabilities 152 9
Contract owners' equity:
Deferred annuity contracts terminable by owners 112,973,616 2,285,133
----------------------------------
Total liabilities and contract owners' equity $112,973,768 $2,285,142
==================================
</TABLE>
See accompanying notes.
2
<PAGE>
<TABLE>
<CAPTION>
Endeavor T. Rowe Price
Asset International Endeavor
Allocation Stock Value Equity
Subaccount Subaccount Subaccount
------------------------------------------------------
Assets
<S> <S> <C> <C>
Cash $ - $ 2 $ -
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - -
Endeavor Asset Allocation Portfolio 7,972,159 - -
T. Rowe Price International Stock Portfolio - 5,949,019 -
Endeavor Value Equity Portfolio - - 7,870,256
Dreyfus Small Cap Value Portfolio - - -
Dreyfus U. S. Government Securities Portfolio - - -
T. Rowe Price Equity Income Portfolio - - -
T. Rowe Price Growth Stock Portfolio - - -
Endeavor Opportunity Value Portfolio - - -
Endeavor Enhanced Index Portfolio - - -
Endeavor Select 50 Portfolio - - -
Endeavor High Yield Portfolio - - -
WRL Series Fund, Inc.:
Growth Portfolio - - -
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund - - -
Developing Capital Markets Focus Fund - - -
Basic Value Focus Fund - - -
Total investments in mutual funds 7,972,159 5,949,019 7,870,256
------------------------------------------------------
Total assets $7,972,159 $5,949,021 $7,870,256
======================================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable
$ 2 $ - $ -
Total liabilities ------------------------------------------------------
2 - -
Contract owners' equity:
Deferred annuity contracts terminable by owners 7,972,157 5,949,021 7,870,256
------------------------------------------------------
Total liabilities and contract owners' equity $7,972,159 $5,949,021 $7,870,256
======================================================
<CAPTION>
Dreyfus Dreyfus U. S.
Small Cap Government T. Rowe Price
Value Securities Equity Income
Subaccount Subaccount Subaccount
------------------------------------------------------
Assets
<S> <C> <C> <C>
Cash $ - $ - $ -
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - -
Endeavor Asset Allocation Portfolio - - -
T. Rowe Price International Stock Portfolio - - -
Endeavor Value Equity Portfolio - - -
Dreyfus Small Cap Value Portfolio 8,510,908 - -
Dreyfus U. S. Government Securities Portfolio - 4,814,299 -
T. Rowe Price Equity Income Portfolio - - 13,030,090
T. Rowe Price Growth Stock Portfolio - - -
Endeavor Opportunity Value Portfolio - - -
Endeavor Enhanced Index Portfolio - - -
Endeavor Select 50 Portfolio - - -
Endeavor High Yield Portfolio - - -
WRL Series Fund, Inc.:
Growth Portfolio - - -
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund - - -
Developing Capital Markets Focus Fund - - -
Basic Value Focus Fund - - -
Total investments in mutual funds 8,510,908 4,814,299 13,030,090
-------------------------------------------------
Total assets $8,510,908 $4,814,299 $13,030,090
=================================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 3 $ - $ 3
-------------------------------------------------
Total liabilities 3 - 3
Contract owners' equity:
Deferred annuity contracts terminable by owners 8,510,905 4,814,299 13,030,087
-------------------------------------------------
Total liabilities and contract owners' equity $8,510,908 $4,814,299 $13,030,090
=================================================
</TABLE>
See accompanying notes.
3
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Balance Sheet (continued)
<TABLE>
<CAPTION>
T. Rowe Price
Growth Stock Endeavor
Subaccount Opportunity
Value Subaccount
---------------------------------------
Assets
<S> <C> <C>
Cash $ 1 $ 4
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - -
Endeavor Asset Allocation Portfolio - -
T. Rowe Price International Stock Portfolio - -
Endeavor Value Equity Portfolio - -
Dreyfus Small Cap Value Portfolio - -
Dreyfus U. S. Government Securities Portfolio - -
T. Rowe Price Equity Income Portfolio - -
T. Rowe Growth Stock Portfolio 11,925,818 -
Endeavor Opportunity Value Portfolio - 5,938,738
Endeavor Enhanced Index Portfolio - -
Endeavor Select 50 Portfolio - -
Endeavor High Yield Portfolio - -
WRL Series Fund, Inc.:
Growth Portfolio - -
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund - -
Developing Capital Markets Focus Fund - -
Basic Value Focus Fund - -
---------------------------------------
Total investments in mutual funds 11,925,818 5,938,738
---------------------------------------
Total assets $11,925,819 $5,938,742
=======================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ - $ -
---------------------------------------
Total liabilities - -
Contract owners' equity:
Deferred annuity contracts terminable by owners 11,925,819 5,938,742
---------------------------------------
Total liabilities and contract owners' equity $11,925,819 $5,938,742
=======================================
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
Endeavor
Enhanced Endeavor Endeavor
Index Select 50 High Yield Growth
Subaccount Subaccount Subaccount Subaccount
---------------------------------------------------------------------------
Assets
<S> <S> <C> <C> <C>
Cash $ - $ - $ - $ 4
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - - -
Endeavor Asset Allocation Portfolio - - - -
T. Rowe Price International Stock Portfolio - - - -
Endeavor Value Equity Portfolio - - - -
Dreyfus Small Cap Value Portfolio - - - -
Dreyfus U. S. Government Securities Portfolio - - - -
T. Rowe Price Equity Income Portfolio - - - -
T. Rowe Growth Stock Portfolio - - - -
Endeavor Opportunity Value Portfolio - - - -
Endeavor Enhanced Index Portfolio 8,166,022 - - -
Endeavor Select 50 Portfolio - 2,562,426 - -
Endeavor High Yield Portfolio - - 383,613 -
WRL Series Fund, Inc.:
Growth Portfolio - - - 17,816,193
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund - - - -
Developing Capital Markets Focus Fund - - - -
Basic Value Focus Fund - - - -
-------------------------------------------------------------------------
Total investments in mutual funds 8,166,022 2,562,426 383,613 17,816,193
-------------------------------------------------------------------------
Total assets $8,166,022 $2,562,426 $383,613 $17,816,197
=========================================================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 2 $ 55 $ 1 $ -
-------------------------------------------------------------------------
Total liabilities 2 55 1 -
Contract owners' equity:
Deferred annuity contracts terminable by owners 8,166,020 2,562,371 383,612 17,816,197
-------------------------------------------------------------------------
Total liabilities and contract owners' equity $8,166,022 $2,562,426 $383,613 $17,816,197
=========================================================================
<CAPTION>
High Developing
Current Capital
Income Markets Focus Basic Value
Subaccount Subaccount Focus Subaccount
-------------------------------------------------
Assets
<S> <C> <C> <C>
Cash $ - $ - $ -
Investments in mutual funds, at current market value:
Endeavor Series Trust:
Endeavor Money Market Portfolio - - -
Endeavor Asset Allocation Portfolio - - -
T. Rowe Price International Stock Portfolio - - -
Endeavor Value Equity Portfolio - - -
Dreyfus Small Cap Value Portfolio - - -
Dreyfus U. S. Government Securities Portfolio - - -
T. Rowe Price Equity Income Portfolio - - -
T. Rowe Growth Stock Portfolio - - -
Endeavor Opportunity Value Portfolio - - -
Endeavor Enhanced Index Portfolio - - -
Endeavor Select 50 Portfolio - - -
Endeavor High Yield Portfolio - - -
WRL Series Fund, Inc.:
Growth Portfolio - - -
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund 7,413,673 - -
Developing Capital Markets Focus Fund - 882,349 -
Basic Value Focus Fund - - 7,453,052
-------------------------------------------------
Total investments in mutual funds 7,413,673 882,349 7,453,052
-------------------------------------------------
Total assets $7,413,673 $882,349 $7,453,052
=================================================
Liabilities and contract owners' equity
Liabilities:
Contract terminations payable $ 15 $ - $ 62
-------------------------------------------------
Total liabilities 15 - 62
Contract owners' equity:
Deferred annuity contracts terminable by owners 7,413,658 882,349 7,452,990
-------------------------------------------------
Total liabilities and contract owners' equity $7,413,673 $882,349 $7,453,052
=================================================
</TABLE>
See accompanying notes.
5
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statement of Operations
Year ended December 31, 1998, except as noted
<TABLE>
<CAPTION>
Endeavor
Money
Market
Total Subaccount
-----------------------------------
Net investment income (loss)
Income:
<S> <C> <C>
Dividends $ 2,923,336 $ 74,577
Expenses:
Administration fee 10,753 179
Mortality and expense risk charge 996,222 23,077
-----------------------------------
Net investment income (loss) 1,916,361 51,321
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 10,486,985 1,552,747
Cost of investments sold 10,903,335 1,552,747
-----------------------------------
Net realized capital gain (loss) from sales of investments (416,350) -
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period (229,122) -
End of the period 7,130,601 -
-----------------------------------
Net change in unrealized appreciation/depreciation of investments 7,359,723 -
-----------------------------------
Net realized and unrealized capital gain (loss) from investments 6,943,373 -
-----------------------------------
Increase (decrease) from operations $ 8,859,734 $ 51,321
===================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
6
<PAGE>
<TABLE>
<CAPTION>
Endeavor T. Rowe Price
Asset International Endeavor
Allocation Stock Value Equity
Subaccount Subaccount Subaccount
---------------------------------------------------
Net investment income (loss)
Income:
<S> <S> <C> <C>
Dividends $419,327 $ 60,334 $119,370
Expenses:
Administration fee 1,018 1,011 692
Mortality and expense risk charge 68,862 65,523 72,903
--------------------------------------------------
Net investment income (loss) 349,447 (6,200) 45,775
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 488,873 726,552 457,072
Cost of investments sold 482,517 751,602 441,863
--------------------------------------------------
Net realized capital gain (loss) from sales of investments 6,356 (25,050) 15,209
Net change in unrealized appreciation/depreciation of investments: 10,233 (84,863) 49,138
Beginning of the period 364,626 410,143 195,745
End of the period --------------------------------------------------
Net change in unrealized appreciation/depreciation of investments 354,393 495,006 146,607
--------------------------------------------------
Net realized and unrealized capital gain (loss) from investments 360,749 469,956 161,816
--------------------------------------------------
Increase (decrease) from operations $710,196 $463,756 $207,591
==================================================
<CAPTION>
Dreyfus U. S.
Dreyfus Small Government T. Rowe Price
Cap Value Securities Equity Income
Subaccount Subaccount Subaccount
-------------------------------------------------------
Net investment income (loss)
Income:
<S> <C> <C> <C>
Dividends $ 734,144 $ 67,583 $345,145
Expenses:
Administration fee 1,098 228 1,235
Mortality and expense risk charge 89,019 35,699 119,629
-------------------------------------------------------
Net investment income (loss) 644,027 31,656 224,281
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 1,104,863 665,314 870,863
Cost of investments sold 1,446,826 640,946 822,260
-------------------------------------------------------
Net realized capital gain (loss) from sales of investments (341,963) 24,368 48,603
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period (56,942) 12,568 138,559
End of the period (552,080) 93,076 453,344
-------------------------------------------------------
Net change in unrealized appreciation/depreciation of investments (495,138) 80,508 314,785
-------------------------------------------------------
Net realized and unrealized capital gain (loss) from investments (837,101) 104,876 363,388
-------------------------------------------------------
Increase (decrease) from operations $ (193,074) $136,532 $587,669
=======================================================
</TABLE>
See accompanying notes.
7
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statement of Operations (continued)
<TABLE>
<CAPTION>
Endeavor
T. Rowe Price Opportunity
Growth Stock Value
Subaccount Subaccount
---------------------------------------
Net investment income (loss)
Income:
<S> <C> <C>
Dividends $ 237,821 $ 44,911
Expenses:
Administration fees 1,036 474
Mortality and expense risk charge 96,308 56,941
---------------------------------------
Net investment income (loss) 140,477 (12,504)
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 498,442 309,396
Cost of investments sold 449,594 295,072
---------------------------------------
Net realized capital gain (loss) from sales of investments 48,848 14,324
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period 79,647 14,982
End of the period 1,535,618 14,349
---------------------------------------
Net change in unrealized appreciation/depreciation of investments 1,455,971 (633)
---------------------------------------
Net realized and unrealized capital gain (loss) from investments 1,504,819 13,691
---------------------------------------
Increase (decrease) from operations $1,645,296 $ 1,187
=======================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
8
<PAGE>
<TABLE>
<CAPTION>
Endeavor Endeavor Endeavor
Enhanced Select 50 High Yield
Index Subaccount Subaccount Growth
Subaccount (1) (2) Subaccount
--------------------------------------------------------------
Net investment income (loss)
Income:
<S> <C> <C> <C> <C>
Dividends $ 14,874 $ - $ - $ 93,150
Expenses:
Administration fees 487 23 - 1,608
Mortality and expense risk charge 61,680 20,564 1,263 132,501
--------------------------------------------------------------
Net investment income (loss) (47,293) (20,587) (1,263) (40,959)
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 512,616 317,963 23,695 1,033,370
Cost of investments sold 456,209 324,799 25,587 914,720
--------------------------------------------------------------
Net realized capital gain (loss) from sales of investments 56,407 (6,836) (1,892) 118,650
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period
End of the period 42,978 - - (304,808)
1,157,511 74,974 13,143 4,210,495
--------------------------------------------------------------
change in unrealized appreciation/depreciation of investments 1,114,533 74,974 13,143 4,515,303
--------------------------------------------------------------
Net realized and unrealized capital gain (loss) from investments 1,170,940 68,138 11,251 4,633,953
--------------------------------------------------------------
Increase (decrease) from operations $1,123,647 $ 47,551 $ 9,988 $4,592,994
==============================================================
</TABLE>
<TABLE>
<CAPTION>
High Capital
Current Markets Basic Value
Income Focus Focus
Subaccount Subaccount Subaccount
---------------------------------------------------
Net investment income (loss)
Income:
<S> <C> <C> <C>
Dividends $ 469,778 $8,867 $233,455
Expenses:
Administration fees 783 118 763
Mortality and expense risk charge 72,859 12,040 67,354
---------------------------------------------------
Net investment income (loss) 396,136 (3,291) 165,338
---------------------------------------------------
Net realized and unrealized capital gain (loss) from investments
Net realized capital gain (loss) from sales of investments:
Proceeds from sales 768,564 471,000 685,655
Cost of investments sold 870,383 644,704 783,506
---------------------------------------------------
Net realized capital gain (loss) from sales of investments (101,819) (173,704) (97,851)
Net change in unrealized appreciation/depreciation of investments:
Beginning of the period (5,935) (94,832) (29,847)
End of the period (664,011) (217,296) 40,964
---------------------------------------------------
Net change in unrealized appreciation/depreciation of investments (658,076) (122,464) 70,811
---------------------------------------------------
Net realized and unrealized capital gain (loss) from investments (759,895) (296,168) (27,040)
---------------------------------------------------
Increase (decrease) from operations $(363,759) $(299,459) $138,298
===================================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
9
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statements of Changes in Contract Owners' Equity
Year ended December 31, 1998 and the period from July 2, 1997
(commencement of operations) through December 31, 1997, except as noted
<TABLE>
<CAPTION>
Total Endeavor Money Market Subaccount
------------------------------------- -----------------------------------
1998 1997 1998 1997
------------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 1,916,361 $ 222,618 $ 51,321 $ 6,575
Net realized capital gain (loss) (416,350) (10,172) - -
Net change in unrealized appreciation/
depreciation of investments 7,359,723 (229,122) - -
------------------------------------- -----------------------------------
Increase (decrease) from operations 8,859,734 (16,676) 51,321 6,575
Contract transactions:
Net contract purchase payments 39,981,476 17,481,257 1,804,285 1,013,022
Transfer payments from (to) other
subaccounts or general account 40,839,198 8,187,911 80,181 (510,554)
Contract terminations, withdrawals and other
deductions (2,250,802) (108,482) (157,625) (2,072)
------------------------------------- -----------------------------------
Increase from contract transactions 78,569,872 25,560,686 1,726,841 500,396
------------------------------------- -----------------------------------
Net increase in contract owners' equity 87,429,606 25,544,010 1,778,162 506,971
Contract owners' equity:
Beginning of the period 25,544,010 - 506,971 -
------------------------------------- -----------------------------------
End of the period $112,973,616 $25,544,010 $2,285,133 $ 506,971
===================================== ===================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
10
<PAGE>
<TABLE>
<CAPTION>
Endeavor Asset Allocation T. Rowe Price International Stock
Subaccount Subaccount
--------------------------------- -------------------------------------
1998 1997 1998 1997
--------------------------------- --------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 349,447 $ (3,956) $ (6,200) $ (8,872)
Net realized capital gain (loss) 6,356 291 (25,050) (9,017)
Net change in unrealized appreciation/
depreciation of investments 354,393 10,233 495,006 (84,863)
--------------------------------- --------------------------------------
Increase (decrease) from operations 710,196 6,568 463,756 (102,752)
Contract transactions:
Net contract purchase payments 2,598,582 794,387 1,033,058 1,695,062
Transfer payments from (to) other
subaccounts or general account 3,290,707 738,373 2,187,777 862,237
Contract terminations, withdrawals and other
deductions (162,084) (4,572) (179,109) (11,008)
--------------------------------- --------------------------------------
Increase from contract transactions 5,727,205 1,528,188 3,041,726 2,546,291
--------------------------------- --------------------------------------
Net increase in contract owners' equity 6,437,401 1,534,756 3,505,482 2,443,539
Contract owners' equity:
Beginning of the period 1,534,756 - 2,443,539 -
--------------------------------- --------------------------------------
End of the period $7,972,157 $1,534,756 $5,949,021 $2,443,539
<CAPTION> ================================= ======================================
Endeavor
Value Equity Subaccount
-------------------------------------
1998 1997
-------------------------------------
<S> <C> <C>
Operations:
Net investment income (loss) $ 45,775 $ (5,999)
Net realized capital gain (loss) 15,209 1,327
Net change in unrealized appreciation/
depreciation of investments 146,607 49,138
-------------------------------------
Increase (decrease) from operations 207,591 44,466
Contract transactions:
Net contract purchase payments 3,256,698 1,347,831
Transfer payments from (to) other
subaccounts or general account 2,633,332 449,017
Contract terminations, withdrawals and other
deductions (65,388) (3,291)
-------------------------------------
Increase from contract transactions 5,824,642 1,793,557
-------------------------------------
Net increase in contract owners' equity 6,032,233 1,838,023
Contract owners' equity:
Beginning of the period 1,838,023 -
-------------------------------------
End of the period $7,870,256 $1,838,023
=====================================
</TABLE>
See accompanying notes.
11
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
Dreyfus Small Cap Value Subaccount Dreyfus U. S. Government
Securities Subaccount
----------------------------------- -----------------------------------
1998 1997 1998 1997
----------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ 644,027 $ (9,681) $ 31,656 $ (1,736)
Net realized capital gain (loss) (341,963) 1,426 24,368 174
Net change in unrealized appreciation/
depreciation of investments (495,138) (56,942) 80,508 12,568
----------------------------------- -----------------------------------
Increase (decrease) from operations (193,074) (65,197) 136,532 11,006
Contract transactions:
Net contract purchase payments 2,579,315 2,307,625 1,840,411 287,490
Transfer payments from (to) other
subaccounts or general account 3,192,530 976,339 2,418,528 181,904
Contract terminations, withdrawals and
other deductions (271,369) (15,264) (59,142) (2,430)
----------------------------------- -----------------------------------
Increase from contract transactions 5,500,476 3,268,700 4,199,797 466,964
----------------------------------- -----------------------------------
Net increase in contract owners' equity 5,307,402 3,203,503 4,336,329 477,970
Contract owners' equity:
Beginning of the period 3,203,503 - 477,970 -
----------------------------------- -----------------------------------
End of the period $8,510,905 $3,203,503 $4,814,299 $477,970
=================================== ===================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
12
<PAGE>
<TABLE>
<CAPTION>
T. Rowe Price Equity Income T. Rowe Price Growth Stock
Subaccount Subaccount
------------------------------ ----------------------------
1998 1997 1998 1997
------------------------------ ---------------------------
<S> <C>
Operations:
Net investment income (loss) $ 224,281 $ (9,495) $ 140,477 $ (6,539)
Net realized capital gain (loss) 48,603 1,904 48,848 402
Net change in unrealized appreciation/
depreciation of investments 314,785 138,559 1,455,971 79,647
------------------------------ ---------------------------
Increase (decrease) from operations 587,669 130,968 1,645,296 73,510
Contract transactions:
Net contract purchase payments 4,720,603 1,859,574 4,221,988 1,728,051
Transfer payments from (to) other
subaccounts or general account 4,925,191 1,120,565 3,845,353 535,354
Contract terminations, withdrawals and
other deductions (290,766) (23,717) (114,339) (9,394)
------------------------------ ---------------------------
Increase from contract transactions 9,355,028 2,956,422 7,953,002 2,254,011
------------------------------ ---------------------------
Net increase in contract owners' equity 9,942,697 3,087,390 9,598,298 2,327,521
Contract owners' equity:
Beginning of the period 3,087,390 - 2,327,521 -
------------------------------ ---------------------------
End of the period $13,030,087 $3,087,390 $11,925,819 $2,327,521
============================== ===========================
<CAPTION>
Endeavor
Opportunity Value Subaccount
---------------------------
1998 1997
--------------------------
Operations:
Net investment income (loss) $ (12,504) $ (3,163)
Net realized capital gain (loss) 14,324 352
Net change in unrealized appreciation/
depreciation of investments (633) 14,982
--------------------------
Increase (decrease) from operations 1,187 12,171
Contract transactions:
Net contract purchase payments 2,834,478 781,291
Transfer payments from (to) other
subaccounts or general account 1,919,107 485,950
Contract terminations, withdrawals and
other deductions (90,309) (5,133)
--------------------------
Increase from contract transactions 4,663,276 1,262,108
--------------------------
Net increase in contract owners' equity 4,664,463 1,274,279
Contract owners' equity:
Beginning of the period 1,274,279 -
--------------------------
End of the period $5,938,742 $1,274,279
==========================
</TABLE>
See accompanying notes.
13
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
Endeavor Enhanced Endeavor Select Endeavor High
Index Subaccount 50 Subaccount Yield Subaccount
-------------------------------- ------------------- -------------------
1998 1997 1998 (1) 1998 (2)
-------------------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ (47,293) $ (5,696) $ (20,587) $ (1,263)
Net realized capital gain (loss) 56,407 123 (6,836) (1,892)
Net change in unrealized appreciation/
depreciation of investments 1,114,533 42,978 74,974 13,143
-------------------------------- ------------------- -------------------
Increase (decrease) from operations 1,123,647 37,405 47,551 9,988
Contract transactions:
Net contract purchase payments 3,314,042 1,129,258 1,822,818 285,792
Transfer payments from (to) other
subaccounts or general account 2,226,570 493,744 693,965 87,832
Contract terminations,
withdrawals and other deductions (153,627) (5,019) (1,963) -
-------------------------------- ------------------- -------------------
Increase from contract transactions 5,386,985 1,617,983 2,514,820 373,624
-------------------------------- ------------------- -------------------
Net increase in contract owners'
equity 6,510,632 1,655,388 2,562,371 383,612
Contract owners' equity:
Beginning of the period 1,655,388 - - -
-------------------------------- ------------------- -------------------
End of the period $8,166,020 $1,655,388 $2,562,371 $383,612
================================ =================== ===================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
14
<PAGE>
<TABLE>
<CAPTION>
High Current Income Developing Capital Markets
Growth Subaccount Subaccount Focus Subaccount
------------------------- ------------------------ ------------------------
1998 1997 1998 1997 1998 1997
------------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss) $ (40,959) $ 255,676 $ 396,136 $ 22,779 $ (3,291) $ (2,988)
Net realized capital gain (loss) 118,650 (174) (101,819) 24 (173,704) (9,013)
Net change in unrealized appreciation/
depreciation of investments 4,515,303 (304,808) (658,076) (5,935) (122,464) (94,832)
------------------------- ------------------------ ------------------------
Increase (decrease) from operations 4,592,994 (49,306) (363,759) 16,868 (299,459) (106,833)
Contract transactions:
Net contract purchase payments 5,602,811 2,390,827 1,724,497 868,938 174,872 510,032
Transfer payments from (to) other
subaccounts or general account 5,034,772 761,341 4,279,386 997,009 292,614 321,334
Contract terminations,
withdrawals and other deductions (510,596) (6,646) (105,358) (3,923) (1,283) (8,928)
------------------------- ------------------------ ------------------------
Increase from contract transactions 10,126,987 3,145,522 5,898,525 1,862,024 466,203 822,438
------------------------- ------------------------ ------------------------
Net increase in contract owners'
equity 14,719,981 3,096,216 5,534,766 1,878,892 166,744 715,605
Contract owners' equity:
Beginning of the period 3,096,216 - 1,878,892 - 715,605 -
------------------------- ------------------------ ------------------------
End of the period $17,816,197 $3,096,216 $7,413,658 $1,878,892 $ 882,349 $ 715,605
========================= ======================== ========================
</TABLE>
See accompanying notes.
15
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Statements of Changes in Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
Basic Value Focus Subaccount
-----------------------------------
1998 1997
-----------------------------------
<S> <C> <C>
Operations:
Net investment income (loss) $ 165,338 $ (4,287)
Net realized capital gain (loss) (97,851) 2,009
Net change in unrealized appreciation/depreciation of investments 70,811 (29,847)
-----------------------------------
Increase (decrease) from operations 138,298 (32,125)
Contract transactions:
Net contract purchase payments 2,167,226 767,869
Transfer payments from (to) other subaccounts or general account 3,731,353 775,298
Contract terminations, withdrawals and other deductions (87,844) (7,085)
-----------------------------------
Increase from contract transactions 5,810,735 1,536,082
-----------------------------------
Net increase in contract owners' equity 5,949,033 1,503,957
Contract owners' equity:
Beginning of the period 1,503,957 -
-----------------------------------
End of the period $7,452,990 $1,503,957
===================================
</TABLE>
(1) Commencement of operations, February 2, 1998.
(2) Commencement of operations, June 2, 1998.
See accompanying notes.
16
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements
December 31, 1998
1. Organization and Summary of Significant Accounting Policies
Organization
PFL Endeavor VA Separate Account (the "Mutual Fund Account") is a segregated
investment account of PFL Life Insurance Company ("PFL Life"), an indirect,
wholly-owned subsidiary of AEGON N.V., a holding company organized under the
laws of The Netherlands.
The Mutual Fund Account is registered with the Securities and Exchange
Commission as a Unit Investment Trust pursuant to provisions of the Investment
Company Act of 1940. The Mutual Fund Account consists of sixteen investment
subaccounts, twelve of which are invested in specified portfolios of the
Endeavor Series Trust, three of which are invested in the Merrill Lynch Variable
Series Funds, Inc. and one of which is invested in the Growth Portfolio of the
WRL Series Fund, Inc. Activity in these sixteen investment subaccounts is
available to contract owners of The Endeavor ML Variable Annuity. The Endeavor
Series Trust portfolios and the Growth Portfolio of the WRL Series Fund, Inc. of
the Mutual Fund Account are also available to the contract owners of The
Endeavor Variable Annuity and The Endeavor Platinum Variable Annuity, also
issued by PFL Life.
The subaccounts commenced operations on July 2, 1997, with the exception of the
Endeavor Select 50 Subaccount and the Endeavor High Yield Subaccount which
commenced operations on February 2, 1998 and June 2, 1998, respectively.
Effective May 1, 1998, the names of the TCW Money Market, TCW Managed Asset
Allocation, Value Equity, Opportunity Value, and Enhanced Index portfolios and
subaccounts were changed to Endeavor Money Market, Endeavor Asset Allocation,
Endeavor Value Equity, Endeavor Opportunity Value, and Endeavor Enhanced Index
portfolios and subaccounts, respectively. The investment advisor of the Endeavor
Series Trust is Endeavor Management Co. The investment advisor for the WRL
Series Fund, Inc. is WRL Investment Management Inc., a subsidiary of Western
Reserve Life Assurance Co. of Ohio, an affiliate of PFL Life. The investment
advisor of the Merrill Lynch Variable Series Funds, Inc. is Merrill Lynch Asset
Management L.P.
Investments
Net purchase payments received by the Mutual Fund Account for the Endeavor ML
Variable Annuity are invested in the portfolios of the Endeavor Series Trust,
the Growth Portfolio of the WRL Series Funds, and the funds of the Merrill Lynch
Series Funds, Inc. (collectively, the "Series Funds") as selected by the
contract owner. Investments are stated at the closing net asset values per share
on December 31, 1998.
17
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
1. Organization and Summary of Significant Accounting Policies (continued)
Realized capital gains and losses from the sale of shares in the Series Funds
are determined on the first-in, first-out basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date. Unrealized gains or losses
from the investments in the Series Funds are credited or charged to contract
owners' equity.
Dividend Income
Dividends received from the Series Funds investments are reinvested to purchase
additional mutual fund shares.
2. Investments
A summary of the mutual fund investments at December 31, 1998 follows:
<TABLE>
<CAPTION>
Net Asset
Number of Value Per Market
Shares Held Share Value Cost
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Endeavor Series Trust:
Endeavor Money Market Portfolio 2,285,141.660 $ 1.00 $ 2,285,142 $ 2,285,142
Endeavor Asset Allocation Portfolio 333,702.745 23.89 7,972,159 7,607,533
T. Rowe Price International Stock Portfolio 367,450.190 16.19 5,949,019 5,538,876
Endeavor Value Equity Portfolio 363,019.173 21.68 7,870,256 7,674,511
Dreyfus Small Cap Value Portfolio 601,902.960 14.14 8,510,908 9,062,988
Dreyfus U. S. Government Securities
Portfolio 390,771.053 12.32 4,814,299 4,721,223
T. Rowe Price Equity Income Portfolio 650,204.103 20.04 13,030,090 12,576,746
T. Rowe Price Growth Stock Portfolio 465,852.264 25.60 11,925,818 10,390,200
Endeavor Opportunity Value Portfolio 485,985.127 12.22 5,938,738 5,924,389
Endeavor Enhanced Index Portfolio 507,837.164 16.08 8,166,022 7,008,511
Endeavor Select 50 Portfolio 240,377.705 10.66 2,562,426 2,487,452
Endeavor High Yield Portfolio 39,588.547 9.69 383,613 370,470
WRL Series Fund, Inc.:
Growth Portfolio 297,237.649 59.939219 17,816,193 13,605,698
Merrill Lynch Variable Series Funds, Inc.:
High Current Income Fund 733,301.021 10.11 7,413,673 8,077,684
Developing Capital Markets Focus Fund 137,223.829 6.43 882,349 1,099,645
Basic Value Focus Fund 508,047.149 14.67 7,453,052 7,412,088
--------------------------------
$112,973,757 $105,843,156
================================
</TABLE>
18
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
2. Investments (continued)
The aggregate cost of purchases and proceeds from sales of investments were as
follows:
<TABLE>
<CAPTION>
Period ended December 31
1998 1997
------------------------------------- ----------------------------------
Purchases Sales Purchases Sales
------------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Endeavor Series Trust:
Endeavor Money Market Portfolio $ 3,330,920 $ 1,552,747 $ 1,087,284 $580,315
Endeavor Asset Allocation Portfolio 6,565,495 488,873 1,556,259 31,995
T. Rowe Price International Stock
Portfolio 3,762,010 726,552 2,618,700 81,215
Endeavor Value Equity Portfolio 6,327,438 457,072 1,810,623 23,014
Dreyfus Small Cap Value Portfolio 7,249,271 1,104,863 3,282,577 23,460
Dreyfus U. S. Government Securities
Portfolio 4,896,767 665,314 474,201 8,973
T. Rowe Price Equity Income
Portfolio 10,450,104 870,863 2,976,855 29,857
T. Rowe Price Growth Stock Portfolio 8,591,850 498,442 2,263,425 15,883
Endeavor Opportunity Value Portfolio 4,960,140 309,396 1,269,245 10,276
Endeavor Enhanced Index Portfolio 5,852,261 512,616 1,618,423 6,087
Endeavor Select 50 Portfolio 2,812,251 317,963 - -
Endeavor High Yield Portfolio 396,057 23,695 - -
WRL Series Fund, Inc.:
Growth Portfolio 11,119,284 1,033,370 3,423,203 21,895
Merrill Lynch Variable Series Funds,
Inc.:
High Current Income Fund 7,063,232 768,564 1,891,462 6,651
Developing Capital Markets Focus
Fund 933,880 471,000 861,927 42,445
Basic Value Focus Fund 6,661,744 685,655 1,559,751 27,910
------------------------------- ---------------------------------
$90,972,704 $10,486,985 $26,693,935 $909,976
=============================== =================================
</TABLE>
19
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity
A summary of deferred annuity contracts terminable by owners at December 31,
1998 follows:
<TABLE>
<CAPTION>
Return of Premium Death Benefit
------------------------------------------------------
Accumulation Accumulation Total Contract
Subaccount Units Owned Unit Value Value
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 1,488,032.472 1.236824 $ 1,840,434
Endeavor Asset Allocation 2,567,841.512 2.530280 6,497,358
T. Rowe Price International Stock 3,171,012.285 1.529630 4,850,476
Endeavor Value Equity 3,058,826.681 2.208027 6,753,972
Dreyfus Small Cap Value 4,007,192.724 1.781970 7,140,697
Dreyfus U. S. Government Securities 2,530,595.105 1.283878 3,248,975
T. Rowe Price Equity Income 5,183,438.967 2.061049 10,683,322
T. Rowe Price Growth Stock 3,959,439.113 2.587405 10,244,673
Endeavor Opportunity Value 4,355,754.613 1.197456 5,215,825
Endeavor Enhanced Index 4,212,857.466 1.574288 6,632,251
Endeavor Select 50 2,154,769.996 1.051197 2,265,088
Endeavor High Yield 277,923.144 0.960378 266,911
Growth 468,647.981 31.827882 14,916,073
High Current Income 5,690,546.719 0.989413 5,630,301
Developing Capital Markets Focus 1,369,352.447 0.539622 738,933
Basic Value Focus 5,316,789.797 1.126397 5,988,816
-------------
$92,914,105
=============
</TABLE>
20
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
5% Annually Compounding Death Benefit and Double
Enhanced Death Benefit
------------------------------------------------------
Accumulation Accumulation Total Contract
Subaccount Units Owned Unit Value Value
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Endeavor Money Market 358,756.987 1.239556 $ 444,699
Endeavor Asset Allocation 581,570.894 2.535888 1,474,799
T. Rowe Price International Stock 716,581.848 1.533035 1,098,545
Endeavor Value Equity 504,437.700 2.212928 1,116,284
Dreyfus Small Cap Value 767,224.503 1.785929 1,370,208
Dreyfus U. S. Government Securities 1,216,510.180 1.286733 1,565,324
T. Rowe Price Equity Income 1,136,105.291 2.065623 2,346,765
T. Rowe Price Growth Stock 648,309.723 2.593121 1,681,146
Endeavor Opportunity Value 602,380.346 1.200101 722,917
Endeavor Enhanced Index 972,108.717 1.577775 1,533,769
Endeavor Select 50 282,424.968 1.052609 297,283
Endeavor High Yield 121,411.851 0.961203 116,701
Growth 90,917.724 31.898334 2,900,124
High Current Income 1,798,460.840 0.991602 1,783,357
Developing Capital Markets Focus 265,187.471 0.540808 143,416
Basic Value Focus 1,297,000.676 1.128892 1,464,174
-------------
$20,059,511
=============
</TABLE>
21
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
At December 31, 1998 contract owners' equity was comprised of:
<TABLE>
<CAPTION>
Endeavor Money Endeavor Asset T. Rowe Price Endeavor
Market Allocation International Value Equity
Total Subaccount Subaccount Stock Subaccount Subaccount
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit transactions,
accumulated net
investment income and
realized capital gains $105,843,015 $2,285,133 $7,607,531 $5,538,878 $7,674,511
Adjustment for
appreciation
(depreciation) to
market value 7,130,601 - 364,626 410,143 195,745
----------------------------------------------------------------------------------------
Total contract owners'
equity $112,973,616 $2,285,133 $7,972,157 $5,949,021 $7,870,256
========================================================================================
<CAPTION>
Dreyfus U. S.
Dreyfus Small Government T. Rowe Price T. Rowe Price Endeavor
Cap Value Securities Equity Income Growth Stock Opportunity
Subaccount Subaccount Subaccount Subaccount Value Subaccount
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit transactions,
accumulated net
investment income and
realized capital gains $9,062,985 $4,721,223 $12,576,743 $10,390,201 $5,924,393
Adjustment for
appreciation
(depreciation) to
market value (552,080) 93,076 453,344 1,535,618 14,349
------------------------------------------------------------------------------------------
Total contract owners'
equity $8,510,905 $4,814,299 $13,030,087 $11,925,819 $5,938,742
==========================================================================================
</TABLE>
22
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
Endeavor
Enhanced Index Endeavor Select Endeavor High Growth
Subaccount 50 Subaccount Yield Subaccount Subaccount
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit transactions, accumulated net
investment income and realized
capital gains $7,008,509 $2,487,397 $370,469 $13,605,702
Adjustment for appreciation
(depreciation) to market value 1,157,511 74,974 13,143 4,210,495
-----------------------------------------------------------------------
Total contract owners' equity $8,166,020 $2,562,371 $383,612 $17,816,197
=======================================================================
</TABLE>
<TABLE>
<CAPTION>
High Current Developing
Income Capital Markets Basic Value
Subaccount Focus Subaccount Focus Subaccount
--------------------------------------------------------
<S> <C> <C> <C>
Unit transactions, accumulated net investment income
and realized capital gains $8,077,669 $1,099,645 $7,412,026
Adjustment for appreciation (depreciation) to market
value (664,011) (217,296) 40,964
--------------------------------------------------------
Total contract owners' equity $7,413,658 $ 882,349 $7,452,990
========================================================
</TABLE>
23
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
A summary of changes in contract owners' account units follows:
<TABLE>
<CAPTION>
Endeavor Money Endeavor Asset T. Rowe Price Endeavor Dreyfus Small
Market Allocation International Value Equity Cap Value
Subaccount Subaccount Stock Subaccount Subaccount Subaccount
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Units outstanding at
July 2, 1997 - - - - -
Units purchased 856,545 367,347 1,191,744 661,561 1,217,677
Units redeemed and
transferred (432,631) 339,692 623,960 220,018 513,757
-----------------------------------------------------------------------------------------
Units outstanding at
December 31, 1997 423,914 707,039 1,815,704 881,579 1,731,434
Units purchased 1,487,348 1,149,076 746,202 1,592,370 1,532,802
Units redeemed and
transferred (64,473) 1,293,297 1,325,688 1,089,315 1,510,181
-----------------------------------------------------------------------------------------
Units outstanding at
December 31, 1998 1,846,789 3,149,412 3,887,594 3,563,264 4,774,417
=========================================================================================
<CAPTION>
Dreyfus U. S.
Government T. Rowe Price T. Rowe Price Endeavor Endeavor
Securities Equity Income Growth Stock Opportunity Enhanced Index
Subaccount Subaccount Subaccount Value Subaccount Subaccount
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Units outstanding at
July 2, 1997 - - - - -
Units purchased 241,481 1,010,820 872,725 681,160 946,622
Units redeemed and
transferred 152,083 593,888 266,901 420,815 413,494
------------------------------------------------------------------------------------------
Units outstanding at
December 31, 1997 393,564 1,604,708 1,139,626 1,101,975 1,360,116
Units purchased 1,744,597 2,522,299 1,957,627 2,399,424 2,402,882
Units redeemed and
transferred 1,608,944 2,192,537 1,510,496 1,456,736 1,421,968
------------------------------------------------------------------------------------------
Units outstanding at
December 31, 1998 3,747,105 6,319,544 4,607,749 4,958,135 5,184,966
==========================================================================================
</TABLE>
24
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
3. Contract Owners' Equity (continued)
<TABLE>
<CAPTION>
Developing
Endeavor High Current Capital Basic Value
Select 50 Endeavor High Growth Income Markets Focus Focus
Subaccount Yield Subaccount Subaccount Subaccount Subaccount Subaccount
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Units outstanding at
July 2, 1997 - - - - - -
Units purchased - - 119,298 845,593 544,241 710,989
Units redeemed
and transferred - - 38,248 966,474 377,748 727,792
---------------------------------------------------------------------------------------------------
Units outstanding at
December 31, 1997 - - 157,546 1,812,067 921,989 1,438,781
Units purchased 1,757,749 313,529 238,081 1,878,705 249,351 2,100,810
Units redeemed
and transferred 679,446 85,806 163,939 3,798,236 463,200 3,074,199
---------------------------------------------------------------------------------------------------
Units outstanding at
December 31, 1998 2,437,195 399,335 559,566 7,489,008 1,634,540 6,613,790
===================================================================================================
</TABLE>
4. Administrative, Mortality and Expense Risk Charge
Administrative charges include an annual charge of the lesser of 2% of the
policy value or $35 per contract which will commence on the first policy
anniversary of each contract owner's account. This charge is waived if the sum
of the premium payments less the sum of the partial withdrawals equals or
exceeds $50,000 on the policy anniversary. PFL Life also deducts a daily charge
equal to an annual rate of .15% of the contract owners' account for
administrative expenses. In addition, during the first seven policy years, PFL
deducts a daily distribution finance charge equal to an effective annual rate of
.15% of the contract owners' account.
PFL Life deducts a daily charge for assuming certain mortality and expense
risks. For the 5% Annually Compounding Death Benefit and Double Enhanced Death
Benefit, this charge is equal to an effective annual rate of 1.25% of the value
of the contract owners' individual account. For the Return of Premium Death
Benefit, the corresponding charge is equal to an effective annual rate of 1.10%
of the contract owners' individual account.
25
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
5. Taxes
Operations of the Mutual Fund Account form a part of PFL Life, which is taxed as
a life insurance company under Subchapter L of the Internal Revenue Code of
1986, as amended (the "Code"). The operations of the Mutual Fund Account are
accounted for separately from other operations of PFL Life for purposes of
federal income taxation. The Mutual Fund Account is not separately taxable as a
regulated investment company under Subchapter M of the Code and is not otherwise
taxable as an entity separate from PFL Life. Under existing federal income tax
laws, the income of the Mutual Fund Account, to the extent applied to increase
reserves under the variable annuity contracts, is not taxable to PFL Life.
6. Year 2000 (Unaudited)
The term Year 2000 Issue generally refers to the improper processing of dates
and incorrect date calculations that might occur in computer software and
hardware and embedded systems as the Year 2000 is approached. The use of
computer programs that rely on two-digit date fields to perform computations and
decision-making functions may cause systems to malfunction when processing
information involving dates after 1999. For example, any computer software that
has date-sensitive coding might recognize a code of 00 as the year 1900 rather
than the year 2000.
PFL Life has developed a Year 2000 Project Plan (the Plan) to address the Year
2000 issue as it affects PFL Life's internal IT and non-IT systems, and to
assess Year 2000 issues relating to third parties with whom PFL Life has
critical relationships.
The Plan for addressing internal systems generally includes an assessment of
internal IT and non-IT systems and equipment affected by the Year 2000 issue;
definition of strategies to address affected systems and equipment; remediation
of identified systems and equipment; internal testing and certification that
each internal system is Year 2000 compliant; and a review of existing and
revised business resumption and contingency plans to address potential Year 2000
issues. PFL Life has remediated and tested substantially all of its mission-
critical internal IT systems as of December 31, 1998. PFL Life continues to
remediate and test certain non-critical internal IT systems, internal non-IT
systems and will continue with a revalidation testing program throughout 1999.
PFL Life's Year 2000 issues are more complex because a number of its systems
interface with other systems not under PFL Life's control. PFL Life's most
significant interfaces and uses of third-party vendor systems are in the bank,
financial services and trust areas. PFL Life utilizes various banks to handle
numerous types of financial and sales transactions. Several of these banks also
provide trustee and custodial services for PFL Life's investment holdings and
transactions. These services are critical to a financial
26
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
6. Year 2000 (Unaudited) (continued)
services company such as PFL Life as its business centers around cash receipts
and disbursements to policyholders and the investment of policyholder funds. PFL
Life has received written confirmation from its vendor banks regarding their
status on Year 2000. The banks indicate their dedication to resolving any Year
2000 issues related to their systems and services prior to December 31, 1999.
PFL Life anticipates that a considerable effort will be necessary to ensure that
its corrected or new systems can properly interface with those business partners
with whom it transmits and receives data and other information (external
systems). PFL Life has undertaken specific testing regimes with these third-
party business partners and expects to continue working with its business
partners on any interfacing of systems. However, the timing of external system
compliance cannot currently be predicted with accuracy because the
implementation of Year 2000 readiness will vary from one company to another.
PFL Life does have some exposure to date sensitive embedded technology such as
micro-controllers, but PFL Life views this exposure as minimal. Unlike other
industries that may be equipment intensive, like manufacturing, PFL Life is a
life insurance and financial services organization providing insurance,
annuities and pension products to its customers. As such, the primary equipment
and electronic devices in use are computers and telephone related equipment.
This type of hardware can have date sensitive embedded technology which could
have Year 2000 problems. Because of this exposure, PFL Life has reviewed its
computer hardware and telephone systems, with assistance from the applicable
vendors, and has upgraded, or replaced, or is in the process of replacing any
equipment that will not properly process date sensitive data in the Year 2000 or
beyond. This undertaking has been substantially completed for all operations.
For PFL Life, a reasonably likely worst case scenario might include one or more
of PFL Life's significant policyholder systems being non-compliant. Such an
event could result in a material disruption of PFL Life's operations.
Specifically, a number of PFL Life's operations could experience an interruption
in the ability to collect and process premiums or deposits, process claim
payments, accurately maintain policyholder information, accurately maintain
accounting records, and or perform adequate customer service. Should the worst
case scenario occur, it could, dependent upon its duration, have a material
impact on PFL Life's business and financial condition. Simple failures can be
repaired and returned to production within a matter of hours with no material
impact. Unanticipated failures with a longer service disruption period could
have a more serious impact. For this reason, PFL Life is placing significant
emphasis on risk management and Year 2000 business resumption contingency
planning in 1999 by modifying its existing business resumption and disaster
recovery plans to address potential Year 2000 issues.
27
<PAGE>
PFL Endeavor VA Separate Account -
The Endeavor ML Variable Annuity
Notes to Financial Statements (continued)
6. Year 2000 (Unaudited) (continued)
The actions taken by management under the Year 2000 Project Plans are intended
to significantly reduce PFL Life's risk of a material business interruption
based on the Year 2000 issues. It should be noted that the Year 2000 computer
problem, and its resolution, is complex and multifaceted, and any company's
success cannot be conclusively known until the Year 2000 is reached. In spite of
its efforts or results, PFL Life's ability to function unaffected to and through
the Year 2000 may be adversely affected by actions (or failure to act) of third
parties beyond our knowledge or control. It is anticipated that there may be
problems that will have to be resolved in the ordinary course of business on and
after the Year 2000. However, PFL Life does not believe that the problems will
have a material adverse affect on PFL Life's operations or financial condition.
28
<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:
(1) Resolution of the Board of Directors of PFL Life Insurance
Company authorizing the establishment of the Target Account.
(Note 8)
(2) Rules and Regulations of the Target Account. (Note 11)
(3)(a) Custodian Agreement between the Target Account and Boston Safe
Deposit and Trust Company. (Note 11)
(3)(b) Not Applicable.
(4)(a) Management Agreement between the Target Account and Endeavor
Investment Advisers. (Note 11)
(4)(b)(1) Investment Advisory Agreement between Endeavor Investment
Advisers and First Trust Advisers L.P. (DJIA Target 5) (Note
11)
(4)(b)(2) Investment Advisory Agreement between Endeavor Investment
Advisers and First Trust Advisers L.P. (DJIA Target 10) (Note
11)
(5)(a) Principal Underwriting Agreement by and between PFL Life
Insurance Company on its own behalf and on behalf of the
Target Account, and AEG0N USA Securities, Inc. (Note 2)
(5)(a)(1) Principal Underwriting Agreement by and between PFL Life
Insurance Company on its own behalf and on behalf of the
Target Account, and AFSG Securities Corporation. (Note 9)
(5)(a)(2) Termination of Principal Underwriting Agreement by and between
AGEON USA Securities, Inc., formerly known as, MidAmerica
Management Corporation and PFL Life Insurance Company on its
own behalf and on the behalf of PFL Endeavor Variable Annuity
Account. (Note 11)
(5)(b) Form of Broker-Dealer Supervision and Sales Agreement by and
between AFSG Securities Corporation and the Broker-Dealer.
(Note 9)
(6)(a) Form of Policy for the Endeavor Variable Annuity. (Note 2)
(6)(b) Form of Policy Endorsement (Required Distributions) (Note 2)
(6)(c) Form of Policy Endorsement (Death Benefits) (Note 3)
(6)(d) Form of Policy Endorsement (Nursing Care) (Note 4)
(6)(e) Form of Policy Endorsement (Death Benefit) (Note 5)
(6)(f) Form of Policy for the Endeavor Variable Annuity. (Note 6)
(6)(g) Form of Policy Endorsement. (Nursing Care) (Note 6)
(6)(h) Form of Policy for the Endeavor FI Variable Annuity. (Note 7)
(6)(i) Form of Policy Endorsement for Endeavor FI. (Nursing Care)
(Note 7)
(6)(j) Form of Policy Endorsement. (Nursing Care) (Note 7)
<PAGE>
(6)(k) Form of Policy for the Endeavor Variable Annuity. (Note 9)
(6)(l) Form of Policy Endorsement (New Separate Accounts and Annuity
Commencement Date). (Note 9)
(6)(m) Form of Policy Endorsement for the PFL Endeavor and PFL Endeavor
ML Variable Annuity. (GMIB) (Note 11)
(7)(a) Form of Application for the PFL Endeavor Variable Annuity.
(Note 7)
(7)(b) Form of Application for the PFL Endeavor FI Variable Annuity.
(Note 7)
(7)(c) Form of Application for the Endeavor ML Variable Annuity.
(Note 7)
(7)(d) Form of Application for the PFL Endeavor Variable Annuity.
(Note 9)
(7)(e) Form of Application for ML PFL Endeavor Variable Annuity
(Note 11)
(7)(f) Form of Application for the PFL Endeavor ML Variable Annuity
(Note 11)
(8)(a) Articles of Incorporation of PFL Life Insurance Company. (Note 9)
(8)(b) Bylaws of PFL Life Insurance Company. (Note 9)
(9) Not Applicable.
(10) Not Applicable.
(11)(a) Distribution Plan (Note 11).
(11)(b) Administrative Services Agreement with First Data Investors
Services Group (Note 11)
(11)(c) Brokerage Enhancement Plan. (Note 11)
(11)(d) Sublicense Agreement between Dow Jones, First Trust Advisers L.P.
and the Target Account. (Note 12)
(11)(e) Distribution Agreement. (Note 11)
(12) Opinion and Consent of Counsel. (Note 9)
(13)(a) Opinion and Consent of Actuary. (Note 11)
(13)(b) Consent of Independent Auditors. (Note 12)
(14) Not Applicable.
(15) Not Applicable.
(16) Performance Data Calculations. (Note 12)
(17) Financial Data Schedules. (Note 12)
- ----------------------
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. 2 to Form N-4 Registration
Statement (File No. 33-33085) on April 1, 1991 and is filed
herewith.
Note 3. Filed with Post-Effective Amendment No. 3 to Form N-4 Registration
Statement (File No. 33-33085) on April 29, 1992 and is filed
herewith.
Note 4. Filed with Post-Effective Amendment No. 7 to Form N-4 Registration
Statement (File No. 33-33085) on March 29, 1994 and is filed
herewith.
Note 5. Filed with Post-Effective Amendment No. 10 to Form N-4 Registration
Statement (File No. 33-33085) on April 27, 1995 and incorporated
herein by reference.
<PAGE>
Note 6. Filed with Post-Effective Amendment No. 12 to Form N-4 Registration
Statement (File No. 33-33085) on February 28, 1997 and incorporated
herein by reference.
Note 7. Filed with Post-Effective Amendment No. 13 to Form N-4 Registration
Statement (File No. 33-33085) on April 29, 1997.
Note 8. Filed with the initial filing of Form N-3 Registration Statement (File
No. 333-36297) on September 24, 1997 and incorporated herein by
reference.
Note 9. Filed with the initial filing of Form N-3 Registration Statement (File
No. 333-47027) on February 27, 1998.
Note 10. Filed with Pre-Effective Amendment No. 1 to this form N-3 Registration
Statement (File. No. 333-47027) on April 29, 1998
Note 11. Filed with Post-Effective Amendment No. 1 to this Form N-3
Registration Statement (File No. 333-47027) on September 28, 1998.
Note 12 Filed herewith.
<PAGE>
Item 29. Directors and Officers of the Insurance Company
<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices with Insurance Positions and Offices with
Address Company Registrant
- ------- ------- ----------
<C> <S> <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
4333 Edgewood Road N.E. Chief Operating Officer
Cedar Rapids, Iowa
52499-0001
Craig D. Vermie Director, Vice President, Secretary
4333 Edgewood Road N.E. and General Counsel
Cedar Rapids, Iowa
52499-0001
Douglas C. Kolsrud Director, Senior Vice President, and
4333 Edgewood Road N.E. Chief Investment Office, Corporate
Cedar Rapids, Iowa Actuary
52499-0001
Larry N. Norman Director, and Executive Vice President
4333 Edgewood Road N.E.
Cedar Rapids, Iowa
52499-0001
Robert J. Kontz Vice President and
4333 Edgewood Road N.E. Corporate Controller
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>
Item 30. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant
<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Incorporation Securities Owned Business
- ---- ------------- ---------------- --------
<S> <C> <C> <C>
AEGON N.V. Netherlands 53.63% of Vereniging Holding company
Corporation AEGON Netherlands
Membership Association
Groninger Financieringen B.V. Netherlands 100% of AEGON N.V. Holding company
Corporation Netherlands Corporation
AEGON Netherland N.V. Netherlands 100% of AEGON N.V. Holding company
Corporation Netherlands Corporation
AEGON Nevak Holding B.V. Netherlands 100% of AEGON N.V. Holding company
Corporation Netherlands Corporation
AEGON International N.V. Netherlands 100% of AEGON N.V. Holding company
Corporation Netherlands Corporation
Voting Trust Delaware Voting Trust
Trustees:
K.J. Storm
Donald J. Shepard
H.B. Van Wijk
Dennis Hersch
AEGON U.S. Holding Delaware 100% of Voting Trust Holding company
Corporation
Short Hills Management New Jersey 100% of AEGON U.S. Holding company
Company Holding Corporation
CORPA Reinsurance New York 100% of AEGON U.S. Holding company
Company Holding Corporation
AEGON Management Indiana 100% of AEGON U.S. Holding company
Company Holding Corporation
RCC North America Inc. Delaware 100% of AEGON U.S. Holding company
Holding Corporation
AEGON USA, Inc. Iowa 100% AEGON U.S. Holding company
Holding Corporation
AUSA Holding Company Maryland 100% AEGON USA, Inc. Holding company
Monumental General Insurance Maryland 100% AUSA Holding Co. Holding company
Group, Inc.
Trip Mate Insurance Agency, Inc. Kansas 100% Monumental General Sale/admin. of travel
Insurance Group, Inc. insurance
Monumental General Maryland 100% Monumental General Provides management srvcs.
Administrators, Inc. Insurance Group, Inc. to unaffiliated third party
administrator
Executive Management and Maryland 100% Monumental General Provides actuarial consulting
Consultant Services, Inc. Administrators, Inc. services
Monumental General Mass Maryland 100% Monumental General Marketing arm for sale of
Marketing, Inc. Insurance Group, Inc. mass marketed insurance
coverages
Diversified Investment Delaware 100% AUSA Holding Co. Registered investment advisor
Advisors, Inc.
Diversified Investors Securities Delaware 100% Diversified Investment Broker-Dealer
Corp. Advisors, Inc.
AEGON USA Securities, Inc. Iowa 100% AUSA Holding Co. Broker-Dealer
Supplemental Ins. Division, Inc. Tennessee 100% AUSA Holding Co. Insurance
Creditor Resources, Inc. Michigan 100% AUSA Holding Co. Credit insurance
CRC Creditor Resources Canada 100% Creditor Resources, Inc. Insurance agency
Canadian Dealer Network Inc.
AEGON USA Investment Iowa 100% AUSA Holding Co. Investment advisor
Management, Inc.
AEGON USA Realty Iowa 100% AUSA Holding Co. Provides real estate
Advisors, Inc. administrative and real
estate investment services
Quantra Corporation Delaware 100% AEGON USA Realty Real estate and financial
Advisors, Inc. software production and sales
Quantra Software Corporation Delaware 100% Quantra Corporation Manufacture and sell
mortgage loan and security
management software
Landauer Realty Advisors, Inc. Iowa 100% AEGON USA Realty Real estate counseling
Advisors, Inc.
Landauer Associates, Inc. Delaware 100% AEGON USA Realty Real estate counseling
Advisors, Inc.
Realty Information Systems, Inc. Iowa 100% AEGON USA Realty Information Systems for
Advisors, Inc. real estate investment
management
AEGON USA Realty Iowa 100% AEGON USA Real estate management
Management, Inc Realty Advisors, Inc.
USP Real Estate Investment Trust Iowa 21.89% First AUSA Life Ins. Co. Real estate investment trust
13.11% PFL Life Ins. Co.
4.86% Bankers United Life
Assurance Co.
RCC Properties Limited Iowa AEGON USA Realty Advisors, Limited Partnership
Partnership Inc. is General Partner and 5%
owner.
AUSA Financial Markets, Inc. Iowa 100% AUSA Holding Co. Marketing
Endeavor Investment Advisors California 49.9% AUSA Financial General Partnership
Markets, Inc.
Universal Benefits Corporation Iowa 100% AUSA Holding Co. Third party administrator
Investors Warranty of Iowa 100% AUSA Holding Co. Provider of automobile
America, Inc. extended maintenance
contracts
Massachusetts Fidelity Trust Co. Iowa 100% AUSA Holding Co. Trust company
Money Services, Inc. Delaware 100% AUSA Holding Co. Provides financial counseling
for employees and agents of
affiliated companies
Zahorik Company, Inc. California 100% AUSA Holding Co. Broker-Dealer
ZCI, Inc. Alabama 100% Zahorik Company, Inc. Insurance agency
AEGON Asset Management Delaware 100% AUSA Holding Co. Registered investment advisor
Services, Inc.
Intersecurities, Inc. Delaware 100% AUSA Holding Co. Broker-Dealer
ISI Insurance Agency, Inc. California 100% Intersecurities, Inc. Insurance agency
ISI Insurance Agency Ohio 100% ISI Insurance Agency, Inc. Insurance agency
of Ohio, Inc.
ISI Insurance Agency Texas 100% ISI Insurance Agency, Inc. Insurance agency
of Texas, Inc.
ISI Insurance Agency Massachusetts 100% ISI Insurance Agency Inc. Insurance Agency
of Massachusetts, Inc.
Associated Mariner Financial Michigan 100% Intersecurities, Inc. Holding co./management
Group, Inc. services
Mariner Financial Services, Inc. Michigan 100% Associated Mariner Broker/Dealer
Financial Group, Inc.
Mariner Planning Corporation Michigan 100% Mariner Financial Financial planning
Services, Inc.
Associated Mariner Agency, Inc. Michigan 100% Associated Mariner Insurance agency
Financial Group, Inc.
Associated Mariner Agency Hawaii 100% Associated Mariner Insurance agency
of Hawaii, Inc. Agency, Inc.
Associated Mariner Ins. Agency Massachusetts 100% Associated Mariner Insurance agency
of Massachusetts, Inc. Agency, Inc.
Associated Mariner Agency Ohio 100% Associated Mariner Insurance agency
Ohio, Inc. Agency, Inc.
Associated Mariner Agency Texas 100% Associated Mariner Insurance agency
Texas, Inc. Agency, Inc.
Associated Mariner Agency New Mexico 100% Associated Mariner Insurance agency
New Mexico, Inc. Agency, Inc.
Mariner Mortgage Corp. Michigan 100% Associated Mariner Mortgage origination
Financial Group, Inc.
Idex Investor Services, Inc. Florida 100% AUSA Holding Co. Shareholder services
Idex Management, Inc. Delaware 50% AUSA Holding Co. Investment advisor
50% Janus Capital Corp.
IDEX II Series Fund Massachusetts Various Mutual fund
First AUSA Life Insurance Maryland 100% AEGON USA, Inc. Insurance holding company
Company
AUSA Life Insurance New York 100% First AUSA Life Insurance
Company, Inc. Insurance Company
Life Investors Insurance Iowa 100% First AUSA Life Ins. Co. Insurance
Company of America
Aegon Equity Group, Inc. Florida 100% Western Reserve Life Insurance Agency
Assurance Co. of Ohio
Bankers United Life Iowa 100% Life Investors Ins. Insurance
Assurance Company Company of America
Life Investors Agency Iowa 100% Life Investors Ins. Marketing
Group, Inc. Company of America
PFL Life Insurance Company Iowa 100% First AUSA Life Ins. Co. Insurance
AEGON Financial Services Minnesota 100% PFL Life Insurance Co. Marketing
Group, Inc.
AEGON Assignment Corporation Kentucky 100% AEGON Financial Administrator of structured
of Kentucky Services Group, Inc. settlements
Life Investors Alliance, LLC Delaware 100% LIICA Purchase, own, and hold
the equity interest of
other entities
Southwest Equity Life Ins. Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.
Iowa Fidelity Life Insurance Co. Arizona 100% of Common Voting Stock Insurance
First AUSA Life Ins. Co.
Western Reserve Life Assurance Ohio 100% First AUSA Life Ins. Co. Insurance
Co. of Ohio
WRL Series Fund, Inc. Maryland Various Mutual fund
WRL Investment Services, Inc. Florida 100% Western Reserve Life Provides administration for
Assurance Co. of Ohio affiliated mutual fund
WRL Investment Florida 100% Western Reserve Life Registered investment advisor
Management, Inc. Assurance Co. of Ohio
Aegon Assignment Corporation Illinois 100% Aegon Financial Services Administrator of Structured
Group, Inc. Settlements
Monumental Life Insurance Co. Maryland 100% First AUSA Life Ins. Co. Insurance
AEGON Special Markets Maryland 100% Monumental Life Ins. Co. Marketing
Group, Inc.
Monumental General Casualty Co. Maryland 100% First AUSA Life Ins. Co. Insurance
United Financial Services, Inc. Maryland 100% First AUSA Life Ins. Co. General agency
Bankers Financial Life Ins. Co. Arizona 100% First AUSA Life Ins. Co. Insurance
The Whitestone Corporation Maryland 100% First AUSA Life Ins. Co. Insurance agency
Cadet Holding Corp. Iowa 100% First AUSA Life Holding company
Insurance Company
Commonwealth General Delaware 100% AEGON USA Holding company
Corporation ("CGC")
PB Series Trust Massachusetts N/A Mutual fund
Monumental Agency Group, Inc. Kentucky 100% CGC Provider of srvcs. to ins. cos.
Benefit Plans, Inc. Delaware 100% CGC TPA for Peoples Security Life
Insurance Company
Durco Agency, Inc. Virginia 100% Benefit Plans, Inc. General agent
Commonwealth General. Kentucky 100% CGC Administrator of structured
Assignment Corporation settlements
AFSG Securities Corporation Pennsylvania 100% CGC Broker-Dealer
PB Investment Advisors, Inc. Delaware 100% CGC Registered investment advisor
Diversified Financial Products Inc. Delaware 100% CGC Provider of investment,
marketing and admin.
services to ins. cos.
AEGON USA Real Estate Delaware 100% Diversified Financial Real estate and mortgage
Services, Inc. Products Inc. holding company
Capital Real Estate Delaware 100% CGC Furniture and equiment lessor
Development Corporation
Capital General Development Delaware 100% CGC Holding company
Corporation
Ammest Realty Corporation Texas 100% Peoples Security Life Special purpose subsidiary
Insurance Company
JMH Operating Company, Inc. Mississippi 100% Peoples Security Life Real estate holdings
Insurance Company
Independence Automobile Florida 100% Capital Security Automobile Club
Association, Inc. Life Insurance Company
Independence Automobile Georgia 100% Capital Security Automobile Club
Club, Inc. Life Insurance Company
Capital 200 Block Corporation Delaware 100% CGC Real estate holdings
Capital Broadway Corporation Kentucky 100% CGC Real estate holdings
Southlife, Inc. Tennessee 100% CGC Investment subsidiary
Ampac Insurance Agency, Inc. Pennsylvania 100% CGC Provider of management
(EIN 23-1720755) support services
National Home Life Corporation Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
Compass Rose Development Pennsylvania 100% Ampac Insurance Special-purpose subsidiary
Corporation Agency, Inc.
Frazer Association Consultants, Illinois 100% Ampac Insurance TPA license-holder
Inc. Agency, Inc.
Valley Forge Associates, Inc. Pennsylvania 100% Ampac Insurance Furniture & equipment lessor
Agency, Inc.
Veterans Benefits Plans, Inc. Pennsylvania 100% Ampac Insurance Administator of group
Agency, Inc. insurance programs
Veterans Insurance Services, Inc. Delaware 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
Financial Planning Services, Inc. Dist. Columbia 100% Ampac Insurance Special-purpose subsidiary
Agency, Inc.
Academy Insurance Group, Inc. Delaware 100% CGC Holding company
Academy Life Insurance Co. Missouri 100% Academy Insurance Insurance company
Group, Inc.
Pension Life Insurance New Jersey 100% Academy Insurance Insurance company
Company of America Group, Inc.
Academy Services, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ammest Development Corp. Inc. Kansas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ammest Insurance Agency, Inc. California 100% Academy Insurance General agent
Group, Inc.
Ammest Massachusetts Massachusetts 100% Academy Insurance Special-purpose subsidiary
Insurance Agency, Inc. Group, Inc.
Ammest Realty, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Ampac, Inc. Texas 100% Academy Insurance Managing general agent
Group, Inc.
Ampac Insurance Agency, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
(EIN 23-2364438) Group, Inc.
Data/Mark Services, Inc. Delaware 100% Academy Insurance Provider of mgmt. services
Group, Inc.
Force Financial Group, Inc. Delaware 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Force Financial Services, Inc. Massachusetts 100% Force Fin. Group, Inc. Special-purpose subsidiary
Military Associates, Inc. Pennsylvania 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
NCOA Motor Club, Inc. Georgia 100% Academy Insurance Automobile club
Group, Inc.
NCOAA Management Company Texas 100% Academy Insurance Special-purpose subsidiary
Group, Inc.
Unicom Administrative Pennsylvania 100% Academy Insurance Provider of admin. services
Services, Inc. Group, Inc.
Unicom Administrative Germany 100%Unicom Administrative Provider of admin. servcies
Services, GmbH Services, Inc.
Capital Liberty, L.P. Delaware 79.2% Commonwealth Life Holding Company
Insurance Company
19.8% Peoples Security Life
Insurance Company
1% CGC
Commonwealth General LLC Turks & 100% CGC Special-purpose subsidiary
Caicos Islands
Peoples Benefit Life Missouri 3.7% CGC Insurance company
Insurance Company 20% Capital Liberty, L.P.
76.3% Monumental Life Ins. Co.
Veterans Life Insurance Co. Illinois 100% Providian Life and Insurance company
Health Insurance Company
Peoples Benefit Services, Inc. Pennsylvania 100% Veterans Life Ins. Co. Special-purpose subsidiary
</TABLE>
Item 31. Number of Contract Owners
As of December 31, 1998, there were 1,418 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.
<PAGE>
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 Management Co.
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).
Advisers - First Trust Advisers L.P.
The list required by Item 33 of partners, officers and directors of the
Adviser 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 Adviser pursuant to the Investment Advisers Act of 1940
(SEC No. 801-39950).
Item 34. Principal Underwriters
AFSG Securities Corporation
4333 Edgewood Road, N.E.
Cedar Rapids, IA 52499-0001
The directors and officers of AFSG Securities Corporation are as follows:
<TABLE>
<CAPTION>
Positions and Offices with Positions and Offices with
Name Underwriter Registrant
- ---- ----------- ----------
<S> <C>
Larry N. Norman Director and President
Frank A. Camp Director and Secretary
Lisa Wachendorf Vice President and Chief
Compliance Officer
Debra C. Cubero Vice President
Priscilla Hechler Assistant Vice President
and Assistant Secretary
Thomas Pierpan Assistant Vice President
and Assistant Secretary
Anne Spaes Vice President
Sarah J. Strange Director and Vice President
Darin Smith Assistant Vice President
and Assistant Secretary
Robert Warner Assistant Compliance
Officer
Emily Bates Assistant Treasurer
Clifton Flenniken Assistant Treasurer
</TABLE>
<PAGE>
Linda Gilmer Treasurer / Controller
Priscilla Hechler Assistant Vice President
and Assistant Secretary
Thomas Pierpan Assistant Vice President
and Assistant Secretary
The principal business address of each person listed is AFSG Securities
Corporation, 4333 Edgewood Road N.E., Cedar Rapids, IA 52499-0001.
AFSG Securities Corporation, the broker/dealer, received $626,924 from the
Registrant from July 1,1998 through December 31, 1998, for its services in
distributing the Policies. No other commission or compensation was received by
the principal underwriter, directly or indirectly, from the Registrant during
the fiscal year.
AFSG Securities Corporation serves as the principal underwriter for the PFL
Endeavor VA Separate Account, the PFL Retirement Builder Variable Annuity
Account, the PFL Life Variable Annuity Account A, the PFL Wright Variable
Annuity Account and the AUSA Endeavor Variable Annuity Account. These accounts
are separate accounts of PFL Life Insurance Company of AUSA Life Insurance
Company, Inc. AFSG Securities Corporation also serves as principal underwriter
for Separate Account I, Separate Account II, Separate Account IV and Separate
Account V of Peoples Benefit Life Insurance Company, and for Separate Account B
and Separate Account C of AUSA Life Insurance Company, Inc.
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.
(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.
<PAGE>
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 Registrant hereby certifies that this Amendment to the Registration
Statement meets the requirements for effectiveness pursuant to paragraph (b) of
Rule 485 and has caused this Registration Statement to be signed on its behalf,
in the City of Corona Del Mar and State of California, on this 27th day of
April, 1999.
PFL ENDEAVOR TARGET ACCOUNT
By: /s/ Vincent J. McGuinness, Jr.
-------------------------------
Vincent J. McGuinness, Jr.
President
PFL LIFE INSURANCE COMPANY
By: /s/ William L. Busler
----------------------
William L. Busler
President
As required by the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities and on the duties indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent J. McGuinness Manager April 27, 1999
- ------------------------------
Vincent J. McGuinness
/s/ Timothy A. Devine Manager April 27, 1999
- ------------------------------
Timothy A. Devine
/s/ Thomas J. Hawekotte Manager April 27, 1999
- ------------------------------
Thomas J. Hawekotte
/s/ Steven L. Klosterman Manager April 27, 1999
- ------------------------------
Steven L. Klosterman
/s/ Halbert D. Linquist Manager April 27, 1999
- ------------------------------
Halbert D. Linquist
/s/ Peter F. Muratore Manager April 27, 1999
- ------------------------------
Peter F. Muratore
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Vincent J. McGuinness, Jr. Manager, Treasurer, April 27, 1999
- ------------------------------ and Chief
Vincent J. McGuinness, Jr. Financial Officer
/s/ Keith H. Wood Manager April 27, 1999
- ------------------------------
Keith H. Wood
/s/ William L. Busler Manager April 27, 1999
- ------------------------------
William L. Busler
/s/ Robert Hickey Power of Attorney April 27, 1999
- ------------------------------
Robert Hickey
</TABLE>
<PAGE>
REGISTRATION NO.
333-47027
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
EXHIBITS
TO
FORM N-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOR
PFL ENDEAVOR TARGET ACCOUNT
_______________
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No. *
- ----------- ---------------------- ----------
(11)(d) Sublicense Agreement by and among PFL Life
Insurance Company, First Trust Advisors L.P.
and Dow Jones & Company, Inc.
(13)(b) Consent of Independent Auditors
(16) Performance Data Calculations
(17) Financial Data Schedules
* Page numbers included only in manually executed original, in compliance with
Rule 403(d).
<PAGE>
Exhibit (11)(d)
--------------
Sublicense Agreement by and among PFL Life Insurance Company, First Trust
Advisors L.P. and Dow Jones & Company, Inc.
<PAGE>
SUBLICENSE AGREEMENT
This Sublicense Agreement (the "Sublicense Agreement"), dated as of June
15, 1998, is made by and among PFL Life Insurance Company, on behalf of PFL
Endeavor Target Account, a separate account established by the Board of
Directors of PFL Life Insurance Company (the "Sublicensee"), First Trust
Advisors L.P. ("Licensee") and Dow Jones & Company, Inc. ("Licensor").
WHEREAS, pursuant to that certain License Agreement dated as of November
11, 1997, as amended, by and between Licensor and Licensee (the "License
Agreement"), Licensor has granted Licensee a license to use certain copyright,
trademark and proprietary rights and trade secrets of Licensor (the "Dow Jones
Marks") in connection with the issuance, distribution, marketing and/or
promotion of the specific products described in Appendix A attached to the
License Agreement and incorporated herein (the "Products");
WHEREAS, Sublicensee wishes to issue and/or sell the Products and to use
and refer to the Dow Jones Marks in connection with the marketing and promotion
of the Products; and
WHEREAS, all capitalized terms used herein shall have the meanings assigned
to them in the License Agreement unless otherwise defined herein.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
1. License. Pursuant to Section 1(d) of the License Agreement, Licensor
hereby grants to Sublicensee a non-exclusive and non-transferable sublicense to
use the Dow Jones Marks in connection with the issuance, distribution, marketing
and/or promotion of the specific Products described in Appendix A to the License
Agreement.
2. Term. The term of the Sublicense Agreement (the "Sublicense Term")
shall commence as of the effective date set forth above and shall remain in full
force and effect for the term of the License Agreement unless (i) terminated
earlier automatically upon termination of the Investment Advisory Agreement
dated June 15, 1998 between Licensee and Endeavor Investment Advisors, or (ii)
extended upon the mutual consent of all three (3) parties hereto.
3. Sublicensee Obligations. The Sublicensee acknowledges that it has
received and read a copy of the License Agreement (excluding Schedule B) and
agrees to be bound to Licensor and Licensee under this Agreement as if
Sublicensee were the Licensee under the License Agreement by all of the
provisions therein including without limitation, all of the provisions imposing
any obligations on the Licensee (including without limitation the
indemnification obligations in Section 9), insofar as such provisions relate to
or such obligations arise out of or relate to the Products to be issued,
marketed and/or sold by the Sublicensee as described in Appendix A to the
License Agreement,
<PAGE>
other than the obligation to pay the License Fees imposed by Section 3 of the
License Agreement, which shall be paid by Licensee.
4. Sublicensee as Principal. Sublicensee agrees that its obligations
under the License Agreement pursuant to Section 4 hereof are as a principal and
shall be unaffected by any defense or claim that Licensee may have against
Licensor.
5. Governing Law. This Sublicense Agreement shall be construed in
accordance with the laws of the State of New York without reference to or
inclusion of the principles of choice of law or conflicts of law of that
jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this Sublicense
Agreement as of the date first set forth above.
PFL LIFE INSURANCE COMPANY,
on behalf of PFL Endeavor Target Account
/s/ Ronald L. Ziegler
-----------------------------------------
By: Ronald L. Ziegler
--------------------------------------
Title: VP & Actuary
-----------------------------------
FIRST TRUST ADVISORS, L.P.
-----------------------------------------
By: [SIGNATURE APPEARS HERE]
--------------------------------------
Title:
-----------------------------------
DOW JONES & COMPANY, INC.
/s/ David E. Moran
-----------------------------------------
By: David E. Moran
--------------------------------------
Title: Vice President
-----------------------------------
<PAGE>
Exhibit (13)(b)
---------------
Consent of Independent Auditors
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
in the Statements of Additional Information and to the use of our reports (1)
dated January 29, 1999 with respect to the financial statements of certain
subaccounts of PFL Endeavor VA Separate Account, which are available for
investment by The Endeavor Variable Annuity contract owners, (2) dated January
29, 1999 with respect to the financial statements of the subaccounts of PFL
Endeavor VA Separate Account, which are available for investment by The Endeavor
ML Variable Annuity contract owners, (3) dated January 29, 1999 with respect to
the financial statements of PFL Endeavor Target Account, and (4) dated February
19, 1999 with respect to the statutory-basis financial statements and schedules
of PFL Life Insurance Company, included in Post-Effective Amendment No. 2 to the
Registration Statement (Form N-3 No. 333-47027) and related Prospectuses of The
Endeavor Variable Annuity and The Endeavor ML Variable Annuity.
Des Moines, Iowa
April 27, 1999
<PAGE>
Exhibit 16
----------
Performance Data Calculations
<PAGE>
ENDEAVOR (PFL) -DOW TARGET 5
PERFORMANCE CALCULATIONS Surrender provisions:
Year Rate
Initial investment $1,000 1 7.00%
AUV 1.000000 2 6.00%
Units purchased 1,000.000 3 5.00%
4 4.00%
Additional .15% M&E factor 0.000000 5 3.00%
Contract Charge Factor 0.00038 0.00038 6 2.00%
7 1.00%
<TABLE>
<CAPTION>
Contract Contract Ending
Actual Acct Value Charge Charge Adjusted Redeemable Surrender W/D ERV Avg Ann
AUV # Units Before Chrge Factor Deduction Acct Value Value Charge Available W/ Surr n W/ Surr
TOTAL RETURN 5.11%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/1/98 1.000000 1000 1,000.00 1,000.00 1,121.12 7.00% 10.00% 1,051.12 0.50 5.11%
7/31/98 1.022706 1000 1,022.71 0.00003123 0.031233 1,022.68 1,121.12 7.00% 10.00% 1,049.53 0.42 2.63%
8/31/98 0.881723 1000 881.72 0.00003227 0.033006 881.66 1,121.12 7.00% 10.00% 1,059.40 0.33 20.16%
9/30/98 0.977250 1000 977.25 0.00003123 0.027537 977.16 1,121.12 7.00% 10.00% 1,052.72 0.25 7.73%
10/31/98 1.039694 1000 1,039.69 0.00003227 0.031537 1,039.56 1,121.12 7.00% 10.00% 1,048.35 0.17 0.85%
11/30/98 1.089014 1000 1,089.01 0.00003123 0.032468 1,088.84 1,121.12 7.00% 10.00% 1,044.90 0.08 -4.04%
12/31/98 1.121334 1000 1,121.33 0.00003227 0.035141 1,121.12 1,121.12 7.00% 10.00% 1,042.64 0.00 -7.00%
12/31/98 1,121.12
<CAPTION>
ERV of ERV of
Avg Ann $1,000 $1,000
W/O Surr W/ Surr W/O Surr
TOTAL RETURN 12.11%
<S> <C> <C> <C>
7/1/98 12.11% 1,025.31 1,059.00 1
7/31/98 9.63% 1,010.92 1,039.28 1
8/31/98 27.16% 1,063.31 1,083.62 1
9/30/98 14.73% 1,018.95 1,035.25 1
10/31/98 7.85% 1,001.41 1,012.70 1
11/30/98 2.96% 996.51 1,002.48 1
12/31/98 0.00% 1,000.00 1,000.00 1
12/31/98
</TABLE>
<PAGE>
ENDEAVOR (PFL) -DOW TARGET 10
<TABLE>
<CAPTION>
PERFORMANCE CALCULATIONS Fund #173 Surrender provisions:
Year Rate
<S> <C> <C> <C>
Initial investment $1,000 1 7.00%
AUV 1.000000 2 6.00%
Units purchased 1,000.000 3 5.00%
4 4.00%
Additional .15% M&E factor 0.000000 5 3.00%
Contract Charge Factor 0.00038 0.00038 6 2.00%
7 1.00%
<CAPTION>
Contract Contract Ending
Actual Acct Value Charge Charge Adjusted Redeemable Surrender W/D
AUV # Units Before Chrge Factor Deduction Acct Value Value Charge Available
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
07/01/98 1.000000 1000 1,000.00 1,000.00 1,034.56 7.00% 10.00%
07/31/98 1.013844 1000 1,013.84 0.00003123 0.031233 1,013.81 1,034.56 7.00% 10.00%
08/31/98 0.885934 1000 885.93 0.00003227 0.03272 885.87 1,034.56 7.00% 10.00%
09/30/98 0.951695 1000 951.70 0.00003123 0.027668 951.61 1,034.56 7.00% 10.00%
10/31/98 0.995403 1000 995.40 0.00003227 0.030712 995.27 1,034.56 7.00% 10.00%
11/30/98 1.033999 1000 1,034.00 0.00003123 0.031085 1,033.84 1,034.56 7.00% 10.00%
12/31/98 1.034764 1000 1,034.76 0.00003227 0.033366 1,034.56 1,034.56 7.00% 10.00%
12/31/98 1,033.80
</TABLE>
ERV of ERV of
ERV Avg Ann Avg Ann $1,000 $1,000
W/ Surr n W/ Surr W/O Surr W/ Surr W/O Surr
TOTAL RETURN -3.54% 3.46%
07/01/98 964.56 0.50 -3.54% 3.46% 982.07 1,017.18 1
07/31/98 963.59 0.42 -4.95% 2.05% 978.93 1,008.53 1
08/31/98 972.55 0.33 9.78% 16.78% 1,031.69 1,053.23 1
09/30/98 967.95 0.25 1.72% 8.72% 1,004.30 1,021.29 1
10/31/98 964.89 0.17 -3.05% 3.95% 994.83 1,006.49 1
11/30/98 962.19 0.08 -6.93% 0.07% 993.92 1,000.06 1
12/31/98 962.14 0.00 -7.00% 0.00% 1,000.00 1,000.00 1
<PAGE>
ENDEAVOR (PFL)-DOW TARGET 5
<TABLE>
<CAPTION>
PERFORMANCE CALCULATIONS Fund #172 Surrender provisions:
Year Rate
<S> <C> <C> <C>
Initial investment $1,000 1 7.00%
AUV 1.000000 2 6.00%
Units purchased 1,000.000 3 5.00%
4 4.00%
Additional .15% M&E factor 0.000000 5 3.00%
Contract Charge Factor 0.00038 0.00038 6 2.00%
7 1.00%
<CAPTION>
Contract Contract Ending
Actual Acct Value Charge Charge Adjusted Redeemable Surrender W/D
AUV # Units Before Chrge Factor Deduction Acct Value Value Charge Available
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
07/01/98 1.000000 1000 1,000.00 1,000.00 1,121.96 7.00% 10.00%
07/31/98 1.022832 1000 1,022.83 0.00003123 0.031233 1,022.80 1,121.96 7.00% 10.00%
08/31/98 0.881944 1000 881.94 0.00003227 0.03301 881.88 1,121.96 7.00% 10.00%
09/30/98 0.977612 1000 977.61 0.00003123 0.027544 977.52 1,121.96 7.00% 10.00%
10/31/98 1.040206 1000 1,040.21 0.00003227 0.031548 1,040.08 1,121.96 7.00% 10.00%
11/30/98 1.089689 1000 1,089.69 0.00003123 0.032485 1,089.52 1,121.96 7.00% 10.00%
12/31/98 1.122170 1000 1,122.17 0.00003227 0.035163 1,121.96 1,121.96 7.00% 10.00%
12/31/98 1,121.96
</TABLE>
ERV of ERV of
ERV Avg Ann Avg Ann $1,000 $1,000
W/ Surr n W/ Surr W/O Surr W/ Surr W/O Surr
TOTAL RETURN 5.20% 12.20%
07/01/98 1,051.96 0.50 5.20% 12.20% 1,025.72 1,059.39 1
07/31/98 1,050.36 0.42 2.70% 9.70% 1,011.21 1,039.55 1
08/31/98 1,060.23 0.33 20.22% 27.22% 1,063.50 1,083.81 1
09/30/98 1,053.53 0.25 7.78% 14.78% 1,019.06 1,035.35 1
10/31/98 1,049.15 0.17 0.87% 7.87% 1,001.45 1,012.75 1
11/30/98 1,045.69 0.08 -4.02% 2.98% 996.52 1,002.50 1
12/31/98 1,043.42 0.00 -7.00% 0.00% 1,000.00 1,000.00 1
<PAGE>
ENDEAVOR (PFL) -DOW TARGET 10
PERFORMANCE CALCULATIONS Surrender provisions:
Year Rate
Initial investment $1,000 1 7.00%
AUV 1.000000 2 6.00%
Units purchased 1,000.000 3 5.00%
4 4.00%
Additional .15% M&E factor 0.000000 5 3.00%
Contract Charge Factor 0.00038 6 2.00%
7 1.00%
<TABLE>
<CAPTION>
Contract Contract Ending
Actual Acct Value Charge Charge Adjusted Redeemable Surrender W/D ERV Avg Ann
AUV # Units Before Chrge Factor Deduction Acct Value Value Charge Available W/ Surr n W/ Surr
TOTAL RETURN -3.54%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7/1/98 1.000000 1000 1,000.00 1,000.00 1,034.56 7.00% 10.00% 964.56 0.50 -3.54%
7/31/98 1.013844 1000 1,013.84 0.00003123 0.031233 1,013.81 1,034.56 7.00% 10.00% 963.59 0.42 -4.95%
8/31/98 0.885934 1000 885.93 0.00003227 0.03272 885.87 1,034.56 7.00% 10.00% 972.55 0.33 9.78%
9/30/98 0.951695 1000 951.70 0.00003123 0.027668 951.61 1,034.56 7.00% 10.00% 967.95 0.25 1.72%
10/31/98 0.995403 1000 995.40 0.00003227 0.030712 995.27 1,034.56 7.00% 10.00% 964.89 0.17 -3.05%
11/30/98 1.033999 1000 1,034.00 0.00003123 0.031085 1,033.84 1,034.56 7.00% 10.00% 962.19 0.08 -6.93%
12/31/98 1.034764 1000 1,034.76 0.00003227 0.033366 1,034.56 1,034.56 7.00% 10.00% 962.14 0.00 -7.00%
12/31/98 1,034.56
<CAPTION>
ERV of ERV of
Avg Ann $1,000 $1,000
W/O Surr W/ Surr W/O Surr
TOTAL RETURN 3.46%
<S> <C> <C> <C>
7/1/98 3.46% 982.07 1,017.18
7/31/98 2.05% 978.93 1,008.53
8/31/98 16.78% 1,031.69 1,053.23
9/30/98 8.72% 1,004.30 1,021.29
10/31/98 3.95% 994.83 1,006.49
11/30/98 0.07% 993.92 1,000.06
12/31/98 0.00% 1,000.00 1,000.00
12/31/98
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 571
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
<INVESTMENTS-AT-VALUE> 14,760,335
<RECEIVABLES> 41,577
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,801,912
<PAYABLE-FOR-SECURITIES> 545,311
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 545,311
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,036,348
<SHARES-COMMON-STOCK> 12,713,886
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,220,253
<NET-ASSETS> 14,256,601
<DIVIDEND-INCOME> 96,171
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 91,350
<NET-INVESTMENT-INCOME> 4,821
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1,220,253
<NET-CHANGE-FROM-OPS> 1,225,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,713,886
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,256,601
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,054
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 91,350
<AVERAGE-NET-ASSETS> 6,481,925
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.12
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.12
<EXPENSE-RATIO> 1.34
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 572
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
<INVESTMENTS-AT-VALUE> 14,760,335
<RECEIVABLES> 41,577
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,801,912
<PAYABLE-FOR-SECURITIES> 545,311
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 545,311
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,036,348
<SHARES-COMMON-STOCK> 12,713,886
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,220,253
<NET-ASSETS> 14,256,601
<DIVIDEND-INCOME> 96,171
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 91,350
<NET-INVESTMENT-INCOME> 4,821
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1,220,253
<NET-CHANGE-FROM-OPS> 1,225,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,713,886
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,256,601
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,054
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 91,350
<AVERAGE-NET-ASSETS> 6,481,925
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.09
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.12
<EXPENSE-RATIO> 1.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 573
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
<INVESTMENTS-AT-VALUE> 14,760,335
<RECEIVABLES> 41,577
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 14,801,912
<PAYABLE-FOR-SECURITIES> 545,311
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 545,311
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 13,036,348
<SHARES-COMMON-STOCK> 12,713,886
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,220,253
<NET-ASSETS> 14,256,601
<DIVIDEND-INCOME> 96,171
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 91,350
<NET-INVESTMENT-INCOME> 4,821
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 1,220,253
<NET-CHANGE-FROM-OPS> 1,225,074
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,713,886
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,256,601
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 24,054
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 91,350
<AVERAGE-NET-ASSETS> 6,481,925
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 574
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS D
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
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<RECEIVABLES> 41,577
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<TOTAL-ASSETS> 14,801,912
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<ACCUM-APPREC-OR-DEPREC> 1,220,253
<NET-ASSETS> 14,256,601
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<NUMBER-OF-SHARES-SOLD> 12,713,886
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 575
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS E
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
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<NET-ASSETS> 14,256,601
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<NET-INVESTMENT-INCOME> 4,821
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<NET-CHANGE-FROM-OPS> 1,225,074
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<NUMBER-OF-SHARES-SOLD> 12,713,886
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<GROSS-EXPENSE> 91,350
<AVERAGE-NET-ASSETS> 6,481,925
<PER-SHARE-NAV-BEGIN> 1.00
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 576
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 5-JULY SERIES CLASS F
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 13,540,082
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<RECEIVABLES> 41,577
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<OTHER-ITEMS-ASSETS> 0
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<SHARES-COMMON-STOCK> 12,713,886
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 14,256,601
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<INTEREST-INCOME> 0
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<NET-INVESTMENT-INCOME> 4,821
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<NET-CHANGE-FROM-OPS> 1,225,074
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<NUMBER-OF-SHARES-SOLD> 12,713,886
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<AVERAGE-NET-ASSETS> 6,481,925
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 171
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS A
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
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<RECEIVABLES> 36,286
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<PAYABLE-FOR-SECURITIES> 272,462
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<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 9,891,569
<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 10,227,732
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<INTEREST-INCOME> 0
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<EXPENSES-NET> 68,034
<NET-INVESTMENT-INCOME> 5,440
<REALIZED-GAINS-CURRENT> 0
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<NET-CHANGE-FROM-OPS> 394,798
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<NUMBER-OF-SHARES-SOLD> 9,891,569
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<NET-CHANGE-IN-ASSETS> 10,227,732
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<GROSS-EXPENSE> 68,034
<AVERAGE-NET-ASSETS> 4,874,117
<PER-SHARE-NAV-BEGIN> 1.00
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<PER-SHARE-NAV-END> 1.03
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 172
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS B
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
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<RECEIVABLES> 36,286
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<OTHER-ITEMS-ASSETS> 0
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<SENIOR-EQUITY> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 10,227,732
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<NET-INVESTMENT-INCOME> 5,440
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<NET-CHANGE-FROM-OPS> 394,798
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<NUMBER-OF-SHARES-SOLD> 9,891,569
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<AVERAGE-NET-ASSETS> 4,874,117
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 173
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS C
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
<INVESTMENTS-AT-VALUE> 10,661,016
<RECEIVABLES> 36,286
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,697,302
<PAYABLE-FOR-SECURITIES> 272,462
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<OTHER-ITEMS-LIABILITIES> 197,108
<TOTAL-LIABILITIES> 469,570
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,838,374
<SHARES-COMMON-STOCK> 9,891,569
<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 10,227,732
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<EXPENSES-NET> 68,034
<NET-INVESTMENT-INCOME> 5,440
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<NUMBER-OF-SHARES-SOLD> 9,891,569
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<NET-CHANGE-IN-ASSETS> 10,227,732
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<AVERAGE-NET-ASSETS> 4,874,117
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<PER-SHARE-NAV-END> 1.03
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 174
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS D
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
<INVESTMENTS-AT-VALUE> 10,661,016
<RECEIVABLES> 36,286
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,697,302
<PAYABLE-FOR-SECURITIES> 272,462
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<TOTAL-LIABILITIES> 469,570
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,838,374
<SHARES-COMMON-STOCK> 9,891,569
<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-NII> 0
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<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 10,227,732
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<NET-INVESTMENT-INCOME> 5,440
<REALIZED-GAINS-CURRENT> 0
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<NUMBER-OF-SHARES-SOLD> 9,891,569
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<AVERAGE-NET-ASSETS> 4,874,117
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 175
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS E
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
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<RECEIVABLES> 36,286
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<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,697,302
<PAYABLE-FOR-SECURITIES> 272,462
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<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,838,374
<SHARES-COMMON-STOCK> 9,891,569
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<ACCUM-APPREC-OR-DEPREC> 389,358
<NET-ASSETS> 10,227,732
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<NUMBER-OF-SHARES-SOLD> 9,891,569
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<AVERAGE-NET-ASSETS> 4,874,117
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</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 176
<NAME> PFL ENDEAVOR TARGET ACCOUNT DOW TARGET 10-JULY SERIES CLASS F
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 10,271,658
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<NET-ASSETS> 10,227,732
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<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,227,732
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 17,928
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 68,034
<AVERAGE-NET-ASSETS> 4,874,117
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.03
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 1.03
<EXPENSE-RATIO> 1.43
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
