PFL ENDEAVOR TARGET ACCOUNT, DEFS14A, 2000-08-14

PFL ENDEAVOR TARGET ACCOUNT
DEFS14A, 2000-08-14

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<PAGE>

SCHEDULE 14A
(Rule 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. 1)

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]

Check the Appropriate Box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))

PFL Endeavor Target Account
(Name of Registrant as Specified in Its Charter)

N/A
---------------
(Name of Person Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0

[ ] Fee paid previously with preliminary material

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

(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A

<PAGE>

PFL ENDEAVOR TARGET ACCOUNT
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625
August 18, 2000

Dear Policy Owner:

As the owner of an Endeavor variable annuity policy (the "Policy") issued by
PFL Life Insurance Company ("PFL Life"), some or all of your Policy value is
invested in the PFL Endeavor Target Account (the "Target Account"). The Board
of Managers of the Target Account has called a Special Meeting of Policy
Owners on September 25, 2000, at 10:00 Central Time, and you have the right to
vote at that Special Meeting. Before the Special Meeting, the Board would like
your vote on the important proposal described in the accompanying Notice of
Special Meeting and Proxy Statement. You will be asked to vote on one proposal
regarding the Target Account:

To approve or disapprove a change in the Target Account's investment
objective whereby the Target Account will invest exclusively in shares
of the Capital Guardian U.S. Equity Portfolio of Endeavor Series Trust.

The Board of Managers believes that this change in investment objective is
in Policy Owners' best interests and recommends that the Policy Owners of each
subaccount approve the proposal.

YOUR VOTE IS IMPORTANT! Please take the time to familiarize yourself with
the proposal, and to sign and return your proxy card(s) in the enclosed
postage-paid envelope today. You may receive more than one proxy card if you
have Policy value in more than one Target Series. Please sign and return each
card you receive. You may also vote by calling toll-free 1-888-221-0697, or
via the Internet at www.proxyweb.com, if eligible. Instructions on how to
complete the proxy card, vote by telephone, or via the Internet are included
immediately after the Notice of Special Meeting.

If you have any questions about the proxy, please call our proxy solicitor,
D.F. King & Co., Inc., at 1-888-242-8149. If we do not receive your completed
proxy card(s) within a week or two, the proxy solicitor may contact you to
remind you to vote.

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

Sincerely,

/s/ Vincent J. McGuinness, Jr.
Vincent J. McGuinness, Jr.
President
<PAGE>

PFL ENDEAVOR TARGET ACCOUNT
2101 East Coast Highway
Suite 300
Corona del Mar, California 92625

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)

NOTICE OF SPECIAL MEETING OF POLICY OWNERS

To the Policy Owners of PFL Endeavor Target Account:

The Board of Managers of the PFL Endeavor Target Account (the "Target
Account"), a managed separate account established under Iowa law by PFL Life
Insurance Company, HEREBY GIVE NOTICE THAT a Special Meeting of the Target
Account's Policy Owners will be held at the offices of PFL Life Insurance
Company, 4333 Edgewood Road NE, Cedar Rapids 52402 on September 25, 2000 at
10:00 a.m. Central Time and any adjournments thereof (collectively, the
"Special Meeting") for the following purposes:

1. To approve or disapprove a change in the Target Account's investment
objective whereby the Target Account will invest exclusively in shares
of the Capital Guardian U.S. Equity Portfolio of Endeavor Series Trust.

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

The Board of Managers has fixed the close of business on July 28, 2000 as
the record date for determining Policy Owners entitled to notice of and to
vote at the Special Meeting.

YOUR VOTE IS IMPORTANT! Whether you expect to attend the Special Meeting or
not, please complete, sign, date and promptly return the accompanying Proxy
Card(s) in the enclosed envelope, which needs no postage if mailed in the
United States, or follow the instructions in the materials relating to
telephone or internet voting. The following page of this Notice provides
instructions on how to cast your vote.

By order of the Board of Managers

Gail Hanson
Secretary

August 18, 2000
<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be helpful to you
and may avoid the time and expense to the Target Account involved in
validating your vote if you fail to execute your proxy card properly.

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

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

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

<TABLE>
<CAPTION>
Registration (Policy Owners) Valid Signature
---------------------------- ---------------

<S> <C>
Corporate Accounts
------------------
(1) ABC Corp...................................... ABC Corp.
(2) ABC Corp...................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer....................... John Doe
(4) ABC Corp. Profit Sharing Plan................. John Doe, Trustee

Trust Accounts
--------------
(1) ABC Trust..................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78................................ Jane B. Doe

Custodial or Estate Accounts
----------------------------
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA................. John B. Smith
(2) Estate of John B. Smith....................... John B. Smith, Jr., Executor
</TABLE>

INSTRUCTIONS FOR TELEPHONE VOTING

To vote your proxy by telephone follow the four easy steps below.

1. Read the accompanying proxy information and ballot.

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

3. Dial 1-888-221-0697.

4. Follow the simple recorded instructions.
<PAGE>

INSTRUCTIONS FOR VOTING OVER THE INTERNET

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

1. Read the accompanying proxy information and ballot.

2. Go to www.proxyweb.com.

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

4. Follow the simple online instructions.

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

PFL ENDEAVOR TARGET ACCOUNT

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)

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

PROXY STATEMENT

SPECIAL MEETING OF POLICY OWNERS
September 25, 2000

The Board of Managers of the PFL Endeavor Target Account (the "Target
Account") is furnishing this Proxy Statement in connection with the
solicitation of proxies from each of the four Series, or subaccounts (the
"Subaccounts") of the Target Account. The Board of Managers (the "Board")
intends to use the proxies at a Special Meeting of Policy Owners of the Target
Account to be held at 10:00 a.m. Central Time on September 25, 2000 at the
offices of PFL Life Insurance Company, 4333 Edgewood Rd. NE, Cedar Rapids
52402 and any adjournments thereof (collectively, the "Special Meeting"). A
notice of the Special Meeting and a proxy card accompany this Proxy Statement.
This Proxy Statement and the accompanying Notice of Special Meeting and proxy
card(s) are first being mailed to Policy Owners on or about August 18, 2000.

The Board has retained D. F. King & Co., Inc. as the Target Account's proxy
solicitor for the Special Meeting of Policy Owners. In addition to soliciting
proxies by mail, beginning on or about August 28, 2000 proxy solicitations may
also be made by telephone, e-mail or personal interviews conducted by officers
of the Target Account; regular employees of the Target Account's manager,
Endeavor Management Co. (the "Manager"); PFPC Inc., 53 State Street, Boston,
Massachusetts; D. F. King & Co., Inc., or other representatives of the Target
Account.

The Target Account and the Manager will equally share the proxy solicitation
costs (approximately $20,000), and the expenses incurred for preparing this
Proxy Statement and its enclosures. You can obtain a free copy of the Target
Account's most recent annual and semi-annual report by writing the Target
Account at 2101 East Coast Highway, Suite 300, Corona del Mar, CA 92625, or by
calling 1-800-854-8393.

Your investment in the Target Account is measured by units ("Units"). If you
properly execute and return the enclosed proxy in time to be voted at the
Special Meeting, PFL Life Insurance Company ("PFL Life") will vote the Units
represented by the proxy in accordance with the instructions marked therein.
Unless you mark instructions to the contrary on the proxy, PFL Life will vote
FOR the matter listed in the accompanying Notice of Special Meeting of Policy
Owners.

Any Policy Owner who has given a proxy has the right to revoke it at any
time prior to its exercise either by attending the Special Meeting and voting
his or her Units in person, or by submitting a letter of revocation or a
later-dated proxy to the Target Account at the above address prior to the date
of the Special Meeting.

1
<PAGE>

If a quorum is not present at the Special Meeting, or if a quorum is present
but the Board does not receive sufficient votes to approve or disapprove the
proposal, the persons named as proxies on the enclosed proxy card may propose
one or more adjournments of the Special Meeting to permit further solicitation
of proxies. Abstentions will not count as votes "FOR" or "AGAINST" the proposal
to be voted on at the Special Meeting; however, abstentions will count in
determining whether a quorum is present at the Special Meeting. The Board may
consider the following factors in determining whether to adjourn the Special
Meeting:

. the nature of the proposal that is the subject of the Special Meeting;

. the percentage of votes actually cast;

. the percentage of negative votes actually cast;

. the nature of any further solicitation and the information to be
provided to Policy Owners with respect to the reasons for the
solicitation.

Any adjournment will require the affirmative vote of a majority of those
Units represented at the Special Meeting in person or by proxy. Under the
Target Account's Rules and Regulations, a quorum is constituted by the
presence, in person or by proxy, of the holders of a majority of the
outstanding Units of the Target Account entitled to vote at the Special
Meeting.

The Board of Managers has set the close of business on July 28, 2000 as the
record date (the "Record Date") for determining Policy Owners of the Target
Account entitled to notice of and to vote at the Special Meeting.

2
<PAGE>

PROPOSAL

To approve or disapprove a change in the Target Account's investment
objective whereby the Target Account will invest exclusively in shares of the
Capital Guardian U.S. Equity Portfolio of Endeavor Series Trust.

The Target Account currently is a managed separate account consisting of
four target series subaccounts. The current investment objective of each
target series subaccount is to provide an above-average total return through a
combination of dividend income and capital appreciation. To pursue this
investment objective:

each of the DowSM Target 10 Subaccounts invests in the common stock of the
ten companies in the Dow Jones Industrial Average that have the highest
dividend yield as of a specified business day and holds those stocks for
the following 12-month period; and

each of the DowSM Target 5 Subaccounts invests in the common stock of the
five companies with the lowest per share stock price of the ten companies
in the Dow Jones Industrial Average that have the highest dividend yield as
of a specified business day and holds those stocks for the following 12-
month period.

To date, the investment results of the Target series subaccounts have been
very poor. For the one year ending July 31, 2000, the subaccounts have all
lost value--from 15% to over 32%, as shown in the following table/1/:

<TABLE>
<CAPTION>
PFL Endeavor Non Standard Average Annual and Total Return to July 31, 2000
-------------------------------------------------------------------------
Variable Annuity (1.40%)
Performance Values Total
(Without Surrender charge) Total Return Average Return Return
-----------------------------------------------------------------------------------------------
Since Since Portfolio
Year One Portfolio Portfolio Inception
Fund Name: Month Quarter to Date Year Inception Inception Date
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
DowSM Target 5 (July Series) -0.34% -12.87% -9.57% -21.56% -6.34% -12.76% Jul-01-1998
DowSM Target 10 (July Series) 1.83% -6.80% -9.83% -15.73% -4.26% -8.68% Jul-01-1998
DowSM Target 5 (Jan Series) -1.41% -1.14% -18.31% -32.27% -17.10% -25.55% Jan-04-1999
DowSM Target 10 (Jan Series) 2.61% -5.08% -14.13% -21.76% -10.13% -15.47% Jan-04-1999
</TABLE>

The Board believes that the Target Account's investment strategy, of
investing in the highest yielding stocks of the Dow Jones Industrial Average,
results in missing some of the best investment opportunities available,
perhaps because the nature and financial behavior of the companies in the Dow
Jones Industrial Average has changed. Many "new economy' companies, some of
which are represented in the Dow Jones Industrial Average, do not always have
the same financial practices, such a paying regular dividends, as many "old
economy' industrial companies. Therefore, the Board believes that the Target
Account's prospects for improved investment performance are not good.

Upon further review, the Board believes that current and future owners of
interests in the Target Account would be better served if the Target Account
changed its investment objective. The Board proposes that instead of
functioning as a management investment company comprising four subaccounts
investing in individual companies according to the "target" strategies, the
Target Account should become a unit investment trust
--------
/1/These figures are for the Endeavor Variable Annuity, with the Return of
Premium death benefit, and do not reflect the surrender charge. The
performance figures would be even worse for other death benefits, and if
the surrender charge was reflected. The figures are nearly the same for the
Endeavor ML Variable Annuity and the Endeavor Platinum Variable Annuity.

3
<PAGE>

investment company with one subaccount investing exclusively in shares of a
single portfolio of Endeavor Series Trust--the Capital Guardian U.S. Equity
Portfolio (the "Portfolio").

The Portfolio is a newly established portfolio of Endeavor Series Trust. The
Portfolio's investment objective is to provide long-term growth of capital.
Capital Guardian Trust Company ("Capital Guardian"), 333 South Hope Street,
Los Angeles, CA 90071, will serve as the Portfolio's investment adviser.
Capital Guardian will make the day-to-day investment decisions, arrange for
the execution of portfolio transactions, and generally manage the Portfolio's
investments. Capital Guardian is an indirect subsidiary of the Capital Group
Companies, Inc. Capital Guardian has been providing investment management
services since 1968 and managed approximately $123 billion in investments as
of December 31, 1999.

The Portfolio will invest primarily in common stocks (or securities
convertible or exchangeable into common stocks) and preferred stocks of U.S.
companies and securities whose principal markets are in the U.S. (including
American Depositary Receipts), and other U.S. registered foreign securities,
with market capitalization greater than $1 billion at the time of purchase.
The Portfolio may invest up to 15% of its total assets in securities of
issuers domiciled outside the U.S. and not included in the Standard & Poor's
500 Composite Stock Price Index (the "S&P 500 Index"). In selecting
investments, greater consideration is given to potential appreciation and
future dividends than to current income.

Based on the research carried out by Capital Guardian's analysts, portfolio
managers look across industry sectors in selecting stocks for the Portfolio.
With a long-term perspective, portfolio managers look for quality companies at
attractive prices that will outperform their peers over time. The Portfolio
may purchase both "value" and "growth" stocks. In keeping with the Capital
Guardian's bottom-up philosophy, the weighting for any given sector reflects
the portfolio managers' and analysts' assessments and outlooks for individual
companies within that sector. Weightings are arrived at through individual
stock selection rather than through top-down judgments.

To meet redemption requests or pending investment of its assets or during
unusual market conditions, the Portfolio may invest all or a portion of its
assets in preferred stocks, bonds, cash and cash equivalents. The investment
adviser's judgment regarding the current investment outlook will determine the
relative amounts to be invested in these different asset classes.

The Target Account's Board of Managers consists mostly of the same people as
the Board of Trustees of the Endeavor Series Trust. In addition, the Target
Account's Manager, Endeavor Management Co. (an affiliate of PFL Life), is also
the Manager of the Endeavor Series Trust. As such, the Manager has overall
responsibility for the general management and administration of the Portfolio.
The Manager monitors Capital Guardian's investment program and pays Capital
Guardian's fee. The annual management fee, as a percentage of the Portfolio's
average daily net assets, that the Manager will receive from the Portfolio for
its services is 0.90% of the first $150 million of net assets; 0.875% of net
assets over $150 million up to $300 million; 0.825% of net assets over $300
million up to $500 million; 0.80% of net assets over $500 million. The Manager
then pays Capital Guardian a fee as a percentage of the Portfolio's average
daily net assets as follows: 0.50% of the first $150 million of net assets;
0.45% of net assets over $150 million up to $300 million; 0.35% of net assets
over $300 million up to $500 million; 0.30% of net assets over $500 million.
It is estimated that the operating expenses for the first year of operations
for the Portfolio would be 0.10% of the Portfolio's average daily net assets.

4
<PAGE>

Currently, each Target Sub-Account pays the Manager a management fee of
0.75% per year of average net assets; operating expenses for 1999 ranged from
0.32% to 0.52% of average net assets. Therefore, it is anticipated that the
total expenses the Policy Owners bear, directly or indirectly, will be less if
the proposal is approved and implemented. Current and pro forma fee tables and
expense examples are in Appendix A hereto.

Restructuring the Target Account

Currently, the Target Account is an actively managed fund (a management
investment company) investing directly in a portfolio of securities. If Policy
Owners in each subaccount of the Target Account approve the proposed change in
investment objective, then the Target Account will be restructured into a
passive account (a unit investment trust investment company) that no longer
holds a portfolio of securities directly, but will hold securities indirectly
through the intermediate vehicle of the Endeavor Series Trust. The
restructuring will involve:

. selling the assets in each of the four Target Account subaccounts;

. using the cash proceeds to purchase an equivalent amount of shares of
the Portfolio;

. combining the four subaccounts into a single subaccount; and

. designating that subaccount as a subaccount of the PFL Endeavor VA
Separate Account.

Following the restructuring, the net asset value per share of the Portfolio
will determine the value of a unit in the subaccount of the Target Account.
The total value of a Policy Owner's interests in the Target Account
immediately before the restructuring will be the same as the value of such
interests immediately after the restructuring. PFL will pay any brokerage
commissions related to the liquidation of the Target Account's assets. These
changes will not create any tax consequences to Policy Owners

It is anticipated that the restructuring will occur on October 9, 2000, or
as soon thereafter as practicable following Policy Owner approval.

Consideration by the Board of Managers

The Board believes that changing the Target Account's investment objective
will benefit Policy Owners. On July 24, 2000, the Board, including the members
who are not "interested" persons of the Target Account, the Endeavor Series
Trust, or Capital Guardian, voted to approve the restructuring and change in
investment objective. Before deciding on investing in the Portfolio, the Board
considered such information as they deemed reasonably necessary to enable them
to evaluate Capital Guardian's capabilities.

The material factors the Board considered included:

1. the prior performance of the Target Account;

2. the nature and quality of services to be rendered by Capital Guardian;

3. Capital Guardian's prior experience managing other registered
investment companies and institutional private accounts that have
investment objectives, policies, strategies and risks substantially
similar to those of the Portfolio;

4. the fee to be paid to Capital Guardian.

The Board was satisfied that Capital Guardian (1) was knowledgeable and
experienced in the operations of the relevant financial markets and in the
laws that are applicable to such operations, and (2) had the personnel,
financial resources and standing in the financial community to enable it to
manage the Portfolio adequately.

5
<PAGE>

After careful consideration, the Board believes that changing the Target
Account's investment objective and restructuring the Target Account is in the
best interests of Policy Owners.

Required Vote

Approval of the proposal with respect to a subaccount (each subaccount votes
separately) requires a Majority Vote of the Units of that Subaccount. When
used in this proxy statement, a "Majority Vote" means the affirmative vote of
the lesser of:

. 67% or more of the voting Units present at the Special Meeting, if more
than 50% of the outstanding Units are present or represented by proxy;
or

. more than 50% of the total outstanding Units.

If the Policy Owners in all subaccounts do not approve the proposal, the
Board will consider other possible courses of action which are in the best
interests of Policy Owners.

The Board of Managers recommends that the Policy Owners of each Subaccount
vote "FOR" the proposal.

OTHER INFORMATION

As of the Record Date, the following number of Units of each Subaccount were
outstanding:

<TABLE>
<S> <C>
.Dow/SM/ Target 10 (July Series) Subaccount: 12,271,118.645
.Dow/SM/ Target 5 (July Series) Subaccount: 12,265,874.518
.Dow/SM/ Target 10 (January Series) Subaccount: 8,398,624.221
.Dow/SM/ Target 5 (January Series) Subaccount: 7,099,351.158
</TABLE>

Each full Unit is entitled to one full vote and each fractional unit is
entitled to a proportionate share of one vote.

As of the Record Date, there were no Policy Owners known to the Target
Account to beneficially own more than 5% of the Units of any Subaccount.

As of the Record Date, the officers and the members of the Board as a group
beneficially owned less than 1% of the Units of each Subaccount.

In order that your Units may be represented at the Special Meeting, the
Board requests that you:

. indicate your instructions on the enclosed proxy card(s);

. date and sign the proxy card(s);

. mail the proxy card(s) promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and

. allow sufficient time for the proxy card(s) to be received on or before
5:00 p.m. Pacific Time on September 22, 2000.

6
<PAGE>

You may also vote by telephone or via the internet. Instructions for voting
by telephone or via the internet appear immediately after the Notice of Special
Meeting at the front of this proxy statement.

AFSG Securities Corporation, 4333 Edgewood Road NE, Cedar Rapids, IA 52499-
0001, is the underwriter of the Units of each Subaccount. PFL Life Insurance
Company, 4333 Edgewood Road NE, Cedar Rapids, IA 52499-0001, has responsibility
for the administration of the policies and the Target Account. PFL Life
Insurance Company has contracted with PFPC Inc., Mail Zone BOS610, 101 Federal
Street, Boston, MA 02110, to provide administrative services with respect to
the operations and investments of the Target Account.

Submission of Policy Owners' Proposals

The Target Account is not generally required to hold annual or special
meetings of Policy Owners. Policy Owners wishing to submit proposals for
inclusion in a proxy statement for a subsequent Policy Owners' meeting should
send their written proposals to the Secretary of the Target Account, c/o PFPC
Inc., Mail Zone BOS610, 101 Federal Street, Boston, MA 02110. Any such proposal
must be received a reasonable time before a solicitation of proxies is made for
such meeting.

Policy Owners' Request for Special Meeting

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

Other Matters to Come Before the Meeting

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

It is important that Policy Owners promptly return proxies. Policy Owners who
do not expect to attend the meeting are therefore urged to complete, sign,
date, and return the proxy as soon as possible in the enclosed postage paid
envelope.

7
<PAGE>

APPENDIX A

Fee Table and Expense Example Comparisons

The following tables show the fees and expenses for the Endeavor Variable
Annuity Target Account as they now are, and what the combined fees and
expenses of both the Account and the Capital Guardian U.S. Equity Portfolio
are projected to be if the Proposal is approved and implemented ("pro forma").
There are two sets of the tables, for different versions of the Endeavor
Variable annuity (one for Endeavor and Endeavor ML versions, and one set for
the Endeavor Platinum).

CURRENT ANNUITY POLICY FEE TABLE-Endeavor Platinum
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Policy Owner Transaction Expenses
-----------------------------------------
<S> <C>
Sales Load on Purchase
Payments............... 0
Annual Service Charge... $35 Per Policy
Transfer Fee............ Currently No Fee
</TABLE>
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of average account
value)
<S> <C>
Mortality and Expense Risk
Fee/2/ ....................... 1.25%
Administrative Charge.......... 0.15%
Distribution Financing Charge.. 0.25%
------
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES...................... 1.65%
</TABLE>

Portfolio Annual Expenses
(as a percentage of average net assets and after expense reimbursements)
<TABLE>
-------------------------------------------------------------------------
<CAPTION>
Total
Portfolio
Management Other Rule Annual
Fees Expenses 12b-1 Fees Expenses
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Dow/SM/ Target 10 (January) 0.69% 0.51% -- 1.20%
The Dow/SM/ Target 5 (January) 0.69% 0.52% -- 1.21%
The Dow/SM/ Target 10 (July) 0.75% 0.38% -- 1.13%
The Dow/SM/ Target 5 (July) 0.75% 0.32% -- 1.07%
</TABLE>

--------
/2/This fee is 1.10% for the Return of Premium Death Benefit.

A-1
<PAGE>

EXAMPLES--Current (Endeavor Platinum)

You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, and assuming the entire policy value
is in the applicable target series subaccount, and assuming the family income
protector benefit has not been selected:

The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Return of Premium Death Benefit (1.10% charge)
B = 5% Annually Compounding Death Benefit or the Double Enhanced Death Benefit
(1.25% charge)
<TABLE>
<CAPTION>
1 3 5 10
Subaccounts Year Years Years Years
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Dow/SM/ Target 10 (January Series) A $27 $84 $144 $305
---------------------
B $29 $89 $151 $319
------------------------------------------------------------------
The Dow/SM/ Target 5 (January Series) A $28 $85 $144 $306
---------------------
B $29 $89 $152 $320
------------------------------------------------------------------
The Dow/SM/ Target 10 (July Series) A $27 $82 $140 $298
---------------------
B $28 $87 $148 $313
------------------------------------------------------------------
The Dow/SM/ Target 5 (July Series) A $26 $80 $137 $292
---------------------
B $28 $85 $145 $307
</TABLE>
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
0.0181% based on average policy value of $193,841.00.

These examples do not reflect the annual fee of 0.30% of the minimum
annuitization value for the family income protector rider. The above expense
figures would be approximately $3 per year higher if you elected that rider.

A-2
<PAGE>

CURRENT ANNUITY POLICY FEE TABLE-Endeavor and Endeavor ML Policies
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Policy Owner Transaction Expenses
------------------------------------------
<S> <C>
Sales Load on Purchase
Payments............... 0
Maximum Surrender Charge
(as a % of Premium
Payments Surrendered).. 7%
Annual Service Charge... $35 Per Policy
Transfer Fee............ Currently No Fee
</TABLE>
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of average account
value)
<S> <C>
Mortality and Expense Risk
Fee/3/ ....................... 1.40%
Administrative Charge.......... 0.15%
-----
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES...................... 1.55%
</TABLE>

--------
/3/This fee is 1.25% for the Return of Premium Death Benefit.

A-3
<PAGE>

EXAMPLES--Current (Endeavor and Endeavor ML)

You would pay the following expenses on a $1,000 investment, assuming a
hypothetical 5% annual return on assets, and assuming the entire policy value
is in the applicable subaccount, and assuming the family income protector
benefit has not been selected:

The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Return of Premium Death Benefit (1.25%)
B = 5% Annually Compounding Death Benefit, Greater of 5% Annually Compounding
through age 80 Death Benefit or Annual Step-Up through age 80 Death
Benefit, or Monthly Step-Up through age 80 Death Benefit (1.40%)
<TABLE>
<CAPTION>
If the Policy is
annuitized at the end
of the applicable time
If the Policy is period or if the
surrendered at the end Policy is simply in
of the applicable the annuitization
time period. phase.
--------------------------------------
1 3 5 10 1 3 5 10
Subaccounts Year Years Years Years Year Years Years Years
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The DowSM Target 10
(January Series) A $97 $135 $184 $296 $27 $82 $140 $296
------------------------------------------
B $98 $140 $191 $311 $28 $86 $147 $311
------------------------------------------------------------------------------
The DowSM Target 5
(January Series) A $97 $136 $184 $297 $27 $82 $140 $297
------------------------------------------
B $98 $140 $192 $312 $28 $87 $147 $312
------------------------------------------------------------------------------
The DowSM Target 10 (July
Series) A $96 $133 $180 $290 $26 $80 $136 $290
------------------------------------------
B $97 $138 $188 $304 $27 $84 $144 $304
------------------------------------------------------------------------------
The DowSM Target 5 (July
Series) A $95 $131 $177 $284 $25 $78 $133 $284
------------------------------------------
B $97 $136 $185 $298 $27 $82 $141 $298
</TABLE>
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
0.0299% based on average policy value of $116,930.00.

A-4
<PAGE>

PRO FORMA ANNUITY POLICY FEE TABLE-Endeavor Platinum
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Policy Owner Transaction Expenses
-----------------------------------------
<S> <C>
Sales Load on Purchase
Payments............... 0
Annual Service Charge... $35 Per Policy
Transfer Fee............ Currently No Fee
</TABLE>
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of average account
value)
<S> <C>
Mortality and Expense Risk
Fee/4/ ....................... 1.25%
Administrative Charge.......... 0.15%
Distribution Financing Charge.. 0.25%
-----
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES...................... 1.65%
</TABLE>

Portfolio Annual Expenses
(as a percentage of average net assets and after expense reimbursements)
<TABLE>
------------------------------------------------------------------------
<CAPTION>
Total
Portfolio
Management Other Rule Annual
Fees Expenses 12b-1 Fees Expenses
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Guardian U.S. Equity 0.90%/5/ 0.10% -- 1.00%
</TABLE>
"Other Expenses" are estimated for the first year of operations and are net of
any expense reimbursements.

--------
/4/This fee is 1.10% for the Return of Premium Death Benefit.
/5/As noted in the proxy statement, there are breakpoints, or reductions, in
this fee when the assets in the portfolio reach $90 million. Currently, the
assets in the Target Account are approximately $40 million.

A-5
<PAGE>

EXAMPLES--Pro Forma (Endeavor Platinum)

<TABLE>
<CAPTION>
1 3 5 10
Subaccounts Year Years Years Years
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Guardian U.S. Equity A $26 $78 $134 $285
-------------
B $27 $83 $141 $300
</TABLE>

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
0.0181% based on average policy value of $193,841.00.

A-6
<PAGE>

PRO FORMA ANNUITY POLICY FEE TABLE-Endeavor and Endeavor ML Policies
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Policy Owner Transaction Expenses
-------------------------------------------
<S> <C>
Sales Load on Purchase
Payments............... 0
Maximum Surrender Charge
(as a % of Premium
Payments Surrendered).. 7%
Annual Service Charge... $35 Per Policy
Transfer Fee............ Currently No Fee
</TABLE>
<TABLE>
<CAPTION>
Separate Account Annual Expenses
(as a percentage of average account
value)
<S> <C>
Mortality and Expense Risk
Fee/6/ ....................... 1.40%
Administrative Charge.......... 0.15%
-----
TOTAL SEPARATE ACCOUNT ANNUAL
EXPENSES...................... 1.55%
</TABLE>

Portfolio Annual Expenses
(as a percentage of average net assets and after expense reimbursements)
<TABLE>
------------------------------------------------------------------------
<CAPTION>
Total
Portfolio
Management Other Rule Annual
Fees Expenses 12b-1 Fees Expenses
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Guardian U.S. Equity 0.90%/7/ 0.10% -- 1.00%
</TABLE>
"Other Expenses" are estimated for the first year of operations and are net of
any expense reimbursements.

--------
/6/This fee is 1.25% for the Return of Premium Death Benefit.
/7/As noted in the proxy statement, there are breakpoints, or reductions, in
this fee when the assets in the portfolio reach $90 million. Currently, the
assets in the Target Account are approximately $40 million.

A-7
<PAGE>

EXAMPLES - Pro Forma (Endeavor and Endeavor ML)

In the examples, the $35 annual service charge is reflected as a charge of
0.0299% based on average policy value of $116,930.00.

A-8
<PAGE>

PFL ENDEAVOR TARGET ACCOUNT

--------------------------------------------------------------------------------
The Dow(SM) Target 10 (January Series) The Dow(SM) Target 10 (July Series)
The Dow(SM) Target 5 (January Series) The Dow(SM) Target 5 (July Series)
--------------------------------------------------------------------------------

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

Proxy solicited by the Board of Managers for a Special Meeting of Policy Owners
of PFL Endeavor Target Account to be held on _____________________, 2000.

[Policy Owner] Proxy Number: __________________
[Address] Policy Number: __________________
[City, State, Zip Code] Units: ___________________

The undersigned Policy Owner, annuitant or participant of PFL Endeavor Target
Account, having received Notice of the Special Meeting of Policy Owners of the
Target Account and the Proxy Statement accompanying such Notice, each dated
___________________, 2000, hereby constitutes and appoints PFL Life Insurance
Company as true and lawful attorneys of the undersigned, with full powers of
substitution and revocation, to attend and to cast all votes entitled to be cast
by the undersigned, for and in the name, place and stead of the undersigned, at
the Special Meeting of Target Account Policy Owners to be held on
___________________, 2000 at ______ Central Time, at 4225 Edgewood Road NE,
Cedar Rapids, Iowa 52499-0001, and at any and all adjournments thereof, with all
powers the undersigned would possess if personally present.

All previous proxies given with respect to all votes entitled to be cast by the
undersigned at the Special Meeting are hereby revoked. The proxies will vote in
the manner directed herein, or, if no direction has been indicated, "FOR" the
proposal. The Board of Managers recommends that this proxy be marked "FOR" the
proposal. This proxy may be revoked at any time prior to the Special Meeting by
executing a subsequent proxy, or by notifying the Secretary of the Target
Account in writing, or by voting in person at the Special Meeting.

Please mark, sign, date, and return all proxy forms promptly in the enclosed
envelope. Please sign exactly as your name appears on this form. To vote on the
proposal, using blue or black ink, indicate your choice by marking an "X" in the
appropriate box as follows: [X]

The proxy form must be signed and dated for your vote to be counted.

--------------------------------------------------------------------------------
For Against Abstain
--------------------------------------------------------------------------------
To approve or disapprove a change in the Target [_] [_] [_]
Account's investment objective whereby the Target
Account will invest exclusively in shares of the
Capital Guardian U.S. Equity Portfolio of Endeavor
Series Trust.
--------------------------------------------------------------------------------

Signature: __________________________ Signature: ____________________________

Dated: ________________, 2000