AUSA ENDEAVOR TARGET ACCOUNT
485BPOS, 2000-04-28
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<PAGE>


                   As filed with the Securities and Exchange
                       Commission on April 28, 2000

                                                                       333-76803
                                                                       811-09305

                      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. 1

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

                              Amendment No. 2

                         AUSA ENDEAVOR TARGET ACCOUNT
                          (Exact Name of Registrant)

                       AUSA LIFE INSURANCE COMPANY, INC.
                          (Name of Insurance Company)
                               666 Fifth Avenue
                           New York, New York 10103
                                (212) 246-5234


Name and Address of Agent for Service:         Copy to:
Frank A. Camp, Esquire                         Frederick R. Bellamy, Esquire
AUSA Life Insurance Company, Inc.              Sutherland Asbill and Brennan LLP
4333 Edgewood Road N.E.                        1275 Pennsylvania Avenue, N.W.
Cedar Rapids, Iowa  52499-0001                 Washington, D.C.  20004-2404


TITLE OF SECURITIES BEING REGISTERED:
Flexible Premium Variable Annuity Policies

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:


          It is proposed that this filing become effective:

              immediately upon filing pursuant to paragraph (b) of Rule 485
          ---

           X  on May 1, 2000 pursuant to paragraph (b) of Rule 485
          ---

              60 days after filing pursuant to paragraph (a)(1) of Rule 485
          ---

              on ________________ pursuant to paragraph (a)(1) of Rule 485
          ---

              75 days after filing pursuant to paragraph (a)(2)
          ---

              on ________________ pursuant to paragraph (a)(2) 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>

                                                  THE ENDEAVOR VARIABLE ANNUITY

                                                                 Issued Through
                                         AUSA ENDEAVOR VARIABLE ANNUITY ACCOUNT
                                                                            and
                                                   AUSA ENDEAVOR TARGET ACCOUNT
                                                                             by
                                              AUSA LIFE INSURANCE COMPANY, INC.

Prospectus

May 1, 2000

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, 2000. Please call us at (800) 525-6205 or write us at: AUSA Life
Insurance Company, Inc., 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 variable annuity 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 separate account investment choices:

 .  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 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.

This 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 an
interest rate that is guaranteed by AUSA Life Insurance Company, Inc. (AUSA
Life). You can choose any combination of these investment choices.

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

TRANSAMERICA VARIABLE

INSURANCE FUND, INC.

 Transamerica VIF Growth Portfolio

VARIABLE INSURANCE PRODUCTS FUND

(VIP) - SERVICE CLASS 2

 Fidelity - VIP Equity-Income Portfolio

VARIABLE INSURANCE PRODUCTS FUND II

(VIP II) - SERVICE CLASS 2

 Fidelity - VIP II Contrafund(R) Portfolio

VARIABLE INSURANCE PRODUCTS FUND III (VIP III) - SERVICE CLASS 2

 Fidelity - VIP III Growth Opportunities Portfolio

 Fidelity - VIP III Mid Cap Portfolio

WRL SERIES FUND, INC.

 WRL Alger Aggressive Growth

 WRL Goldman Sachs Growth

 WRL Janus Global

 WRL NWQ Value Equity

 WRL Pilgrim Baxter Mid Cap Growth

 WRL Salomon All Cap

 WRL T. Rowe Price Dividend Growth

 WRL T. Rowe Price Small Cap

THE TARGET ACCOUNT
 The DowSM Target 10 (January Series)
 The DowSM Target 5 (January Series)
<PAGE>

TABLE OF CONTENTS                                                           Page

<TABLE>
<S>                                                                          <C>
GLOSSARY OF TERMS...........................................................   3

SUMMARY.....................................................................   4

ANNUITY POLICY FEE TABLE....................................................   8

EXAMPLES....................................................................  12

1.THE ANNUITY POLICY........................................................  14

2.PURCHASE..................................................................  14
  Policy Issue Requirements.................................................  14
  Premium Payments..........................................................  14
  Initial Premium Requirements..............................................  14
  Additional Premium Payments...............................................  14
  Maximum Total Premium Payments............................................  15
  Allocation of Premium Payments............................................  15
  Policy Value..............................................................  15

3.INVESTMENT CHOICES........................................................  15
  The Separate Accounts.....................................................  15
  The Mutual Fund Account...................................................  15
  The Target Account........................................................  16
  The Fixed Account.........................................................  21
  Transfers.................................................................  21

4.PERFORMANCE...............................................................  22

5.EXPENSES..................................................................  23
  Surrender Charges.........................................................  23
  Mortality and Expense Risk Fee............................................  23
  Administrative Charges....................................................  24
  Premium Taxes.............................................................  24
  Federal, State and Local Taxes............................................  24
  Transfer Fee..............................................................  24
  Portfolio Management Fees.................................................  24
  Target Account Fees.......................................................  24

6.ACCESS TO YOUR MONEY......................................................  25
  Surrenders................................................................  25
  Delay of Payment and Transfers............................................  25

7. ANNUITY PAYMENTS (THE INCOME PHASE)......................................  25
  Annuity Payment Options...................................................  26

8.DEATH BENEFIT.............................................................  27
  When We Pay A Death Benefit...............................................  27
  When We Do Not Pay A Death Benefit........................................  27
  Amount of Death Benefit...................................................  28
</TABLE>
<TABLE>
<S>                                                                          <C>
  Guaranteed Minimum Death Benefit..........................................  28
  Adjusted Partial Withdrawal...............................................  28

9.TAXES.....................................................................  28
  Annuity Policies in General...............................................  29
  Qualified and Nonqualified Policies.......................................  29
  Withdrawals - Qualified Policies..........................................  29
  Withdrawals - 403(b) Policies.............................................  29
  Tax Status of the Policy..................................................  30
  Withdrawals - Nonqualified Policies.......................................  30
  Taxation of Death Benefit Proceeds........................................  31
  Annuity Payments..........................................................  31
  Transfers, Assignments or Exchanges of Policies...........................  31
  Possible Tax Law Changes..................................................  31

10.ADDITIONAL FEATURES......................................................  32
  Systematic Payout Option..................................................  32
  Dollar Cost Averaging Program.............................................  32
  Asset Rebalancing.........................................................  32

11.OTHER INFORMATION........................................................  33
  Ownership.................................................................  33
  Assignment................................................................  33
  AUSA Life Insurance Company, Inc..........................................  33
  The Mutual Fund Account...................................................  33
  The Target Account........................................................  33
  Mixed and Shared Funding..................................................  33
  Reinstatements............................................................  34
  Voting Rights.............................................................  34
  Distributor of the Policies...............................................  34
  Variations in Policy Provisions...........................................  35
  IMSA......................................................................  35
  Legal Proceedings.........................................................  35
  Financial Statements......................................................  35

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION................  35

APPENDIX A
Condensed Financial Information
  The Mutual Fund Account...................................................  36

APPENDIX B
Historical Performance Data
  The Mutual Fund Account...................................................  39
Historical Performance Data
  The Target Strategies and The Dow Jones Industrial Average................
</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 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 AUSA Life. In no event
will this date be later than the last day of the policy month following
annuitant's 90th birthday.

Annuity Payment Option--A method of receiving a stream of annuity payments
selected by the owner.

Cash Value--The policy value less the surrender charge, service charge, and
premium tax charge, if any.

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.

Fixed Account--A part of the general account of AUSA Life. General account
assets consist of all of the assets of AUSA Life that are not in the mutual
fund account or the target account.

Guaranteed Period Option--The one year guaranteed interest rate period of the
fixed account which AUSA Life may offer into which premiums may be paid or
amounts transferred.

Initial Stock Selection Date--The date is December 31, 1999 for the January
Series.

Mutual Fund Account--AUSA Endeavor Variable Annuity Account, a separate account
established and registered as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"), to which premium payments
under the policies may be allocated.

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--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--The policy form refers to this as "annuity purchase value." The
value in the policy that may be used to purchase a stream of annuity payments.
On or before the annuity commencement date, this is an amount equal to:
 .  the premiums paid; minus
 .  partial withdrawals taken; plus

 .  interest credited in the fixed account; plus or minus
 .  accumulated gains or losses in the mutual fund account and the target
   account; minus
 .  any applicable service charges, premium taxes, and transfer fees.

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 SAI contains a more extensive Glossary.)

                                       3
<PAGE>

SUMMARY

The sections in this summary correspond to sections in this prospectus, which
discuss the topics in more detail.

1. THE ANNUITY POLICY

The flexible premium variable annuity policy offered by AUSA Life Insurance
Company, Inc. (AUSA Life, we, us or our) provides a way for you to invest on a
tax-deferred basis in the following investment choices: twenty-six subaccounts
of the mutual fund account, two subaccounts of the target account, and a fixed
account of AUSA Life. The policy is intended to accumulate money for retirement
or other long- term investment purposes.

This policy offers twenty-eight subaccounts in both the mutual fund account and
the target account that are listed in Section 3. 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 AUSA Life guarantees. 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 ordinary 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. 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 may also buy a tax deferred
403(b) annuity policy with $50 or more. You can add as little as $50 at any
time during the accumulation phase.

3. INVESTMENT OPTIONS

You can allocate your premium payments to one or more of the investment choices
listed below.

The following twenty-six mutual fund portfolios are described in the underlying
fund prospectuses:

Dreyfus Small Cap Value Portfolio
Dreyfus U.S. Government Securities Portfolio
Endeavor Asset Allocation Portfolio
Endeavor Money Market Portfolio
Endeavor Enhanced Index Portfolio
Endeavor High Yield Portfolio
Endeavor Janus Growth Portfolio
Endeavor Opportunity Value
Endeavor Value Equity Portfolio

Endeavor Select Portfolio(/1/)
T. Rowe Price Equity Income Portfolio
T. Rowe Price Growth Stock Portfolio
T. Rowe Price International Stock Portfolio

Transamerica - VIF Growth Portfolio

Fidelity - VIP Equity-Income Portfolio - Service Class 2

Fidelity - VIP II Contrafund(R) Portfolio - Service Class 2

Fidelity - VIP III Growth Opportunities Portfolio - Service Class 2

Fidelity - VIP III Mid Cap Portfolio - Service Class 2

WRL Alger Aggressive Growth

WRL Goldman Sachs Growth

WRL Janus Global

WRL NWQ Value Equity

WRL Pilgrim Baxter Mid Cap Growth

WRL Salomon All Cap

WRL T. Rowe Price Dividend Growth

WRL T. Rowe Price Small Cap

(/1/)Formerly known as Endeavor Select 50 Portfolio.

                                       4
<PAGE>

The following two target series subaccounts are described later in this
prospectus:

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.

4. 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 SAI. This
data does not indicate future performance.

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.

We deduct daily mortality and expense risk fees and administrative charges each
year from the assets in each mutual fund subaccount and target series
subaccount.

The charges are the following annual percentages of assets:
 .  1.55% in the first seven policy years and 1.40% thereafter, for the Annual
   Step-Up Death Benefit; and
 .  1.40% in the first seven policy years and 1.25% thereafter, for the Return
   of Premium Death Benefit.

During the accumulation phase, we deduct an annual service charge of no more
than $35 from the policy value on each policy anniversary. The charge is waived
if the sum of all premium payments, minus all partial withdrawals, is at least
$50,000.

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.

The value of the net assets of the mutual fund subaccounts will reflect the
management fee and other expenses incurred by the underlying portfolios. The
value of the net assets of the target series subaccounts will reflect the
management fee and other expenses incurred by the manager in operating each
target series subaccount.

6. ACCESS TO YOUR MONEY

You can generally take out $500 or more anytime during the accumulation phase
(except under certain qualified policies). After one year, you may take out up
to 10% of the policy value free of surrender charges once each year. Amounts
withdrawn in the first year, or in excess of the 10% free amount, may be
subject to a surrender charge. You may also have to pay income tax and a tax
penalty on any money you take out. Access to amounts held in qualified policies
may be restricted or prohibited.

Access to amounts held on qualified plans may be restricted or prohibited.

7. 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.

8. 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

                                       5
<PAGE>

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:
 .  Annual Step-Up
 .  Return of Premium

Charges are lower for the Return of Premium Death Benefit, than they are for
the Annual Step-Up Death Benefit.

If an owner is not the annuitant, no death benefit is paid if that owner dies.

9. 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 ordinary 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.

10. 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 (at least $500)
   automatically transferred from the fixed account, the Endeavor Money Market
   Subaccount, or the Dreyfus U.S. Government Securities Subaccount, either
   monthly or quarterly, into your choice of mutual fund subaccounts or target
   series subaccounts. This feature is called "dollar cost averaging."
 .  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."

The dollar cost averaging and asset rebalancing features are inconsistent with
the target series subaccounts' investment strategy.

These features may not be suitable for your particular situation.

11. OTHER INFORMATION

Right to Cancel Period. You may return your policy for a refund within 20 days
after you receive it. The amount of the refund will be the total of all premium
payments made and the accumulated gains or losses in the policy value, if any.
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.

No Probate. Usually, when the annuitant dies, 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. The tax-deferred feature is
most attractive to people in high federal and state tax brackets. The tax
deferral features of variable annuities are unnecessary when purchased to fund
a qualified plan. 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.

There are various additional fees and charges associated with variable
annuities. You should consider whether the features and benefits of this

                                       6
<PAGE>


policy, such as the opportunity for lifetime income payments, a guaranteed
death benefit. and the guaranteed level of certain charges, make this policy
appropriate for your needs.

Financial Statements. Financial Statements for AUSA Life and the mutual fund
subaccounts are in the SAI. There are no financial statements for the target
account because it had not commenced operations as of December 31, 1999.

12. INQUIRIES

If you need more information, please contact us at:

Service Office:
Financial Markets Division
Variable Annuity Department
AUSA Life Insurance Company, Inc.
4333 Edgewood Road N.E.
P.O. Box 3183
Cedar Rapids, IA 52406-3183

You may check your policy at www.ausalife.com/fmd. Follow the logon procedures.
You will need your pre-assigned Personal Identification Number ("PIN") to
access information about your policy.

Administrative Office:
AUSA Life Insurance Company, Inc.
666 Fifth Avenue, 25th Floor
New York, NY 10103
Home Office:
4 Manhattanville Road
Purchase, NY 10577

                                       7
<PAGE>

                            ANNUITY POLICY FEE TABLE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
       Policy Owner Transaction Expenses
- ------------------------------------------------
<S>                                          <C>
Sales Load On Purchase Payments............    0
Maximum Surrender Charge
 (as a % of premium withdrawal)(/1/)(/2/)..   7%
</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>
<TABLE>
  <S>                             <C>
  Annual Service Charge(/1/).....   $35 Per Policy
  Transfer Fee(/1/).............. Currently No Fee
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   Portfolio Annual
    Expenses(/4/)
 (as a percentage of
  average net assets
  and after expense
   reimbursements)
- --------------------
                                                                            Total
                                                                  Total    Account
                                                        Rule    Portfolio    and
                                  Management  Other     12b-1    Annual   Portfolio
                                     Fees    Expenses Fees(/5/) Expenses  Expenses
- -----------------------------------------------------------------------------------
  <S>                             <C>        <C>      <C>       <C>       <C>
  Dreyfus Small Cap Value(/6/)..     0.80%     0.10%    0.32%     1.22%     2.77%
  Dreyfus U.S. Government
   Securities(/7/)..............     0.65%     0.12%     --       0.77%     2.32%
  Endeavor Asset
   Allocation(/8/)..............     0.75%     0.10%    0.02%     0.87%     2.42%
  Endeavor Money Market.........     0.50%     0.05%     --       0.55%     2.10%
  Endeavor Enhanced Index.......     0.75%     0.03%     --       0.78%     2.33%
  Endeavor High Yield(/9/)......    0.746%    0.504%     --       1.25%     2.80%
  Endeavor Janus Growth(/10/)...    0.775%     0.05%     --       0.83%     2.38%
  Endeavor Opportunity
   Value(/11/)..................     0.80%     0.05%    0.06%     0.91%     2.46%
  Endeavor Value Equity(/12/)...     0.80%     0.07%    0.08%     0.95%     2.50%
  Endeavor Select...............     1.00%     0.39%     --       1.39%     2.94%
  T. Rowe Price Equity
   Income(/13/).................     0.80%     0.07%    0.01%     0.88%     2.43%
  T. Rowe Price Growth
   Stock(/14/)..................     0.80%     0.07%    0.01%     0.88%     2.43%
  T. Rowe Price International
   Stock(/15/)..................     0.90%     0.10%     --       1.00%     2.55%
  Transamerica VIF
   Growth(/16/).................     0.70%     0.15%     --       0.85%     2.40%
  Fidelity - VIP Equity-Income -
   Service Class 2(/17/)........     0.48%     0.10%    0.25%     0.83%     2.38%
  Fidelity - VIP II
   Contrafund(R) -
   Service Class 2(/17/)........     0.58%     0.12%    0.25%     0.95%     2.50%
  Fidelity - VIP III Growth
   Opportunities - Service Class
   2(/17/)......................     0.58%     0.13%    0.25%     0.96%     2.51%
  Fidelity - VIP III Mid Cap -
   Service Class 2(/17/)........     0.57%     0.43%    0.25%     1.25%     2.80%
  WRL Alger Aggressive Growth...     0.80%     0.09%     --       0.89%     2.44%
  WRL Goldman Sachs
   Growth(/18/)(/19/)...........     0.90%     0.10%     --       1.00%     2.55%
  WRL Janus Global(/20/)........     0.80%     0.12%     --       0.92%     2.47%
  WRL NWQ Value Equity..........     0.80%     0.10%     --       0.90%     2.45%
  WRL Pilgrim Baxter Mid Cap
   Growth(/18/)(/21/)...........     0.90%     0.10%     --       1.00%     2.55%
  WRL Salomon All
   Cap(/18/)(/22/)..............     0.90%     0.10%     --       1.00%     2.55%
  WRL T. Rowe Price Dividend
   Growth(/18/)(/23/)...........     0.90%     0.10%     --       1.00%     2.55%
  WRL T. Rowe Price Small
   Cap(/18/)(/24/)..............     0.75%     0.25%     --       1.00%     2.55%
  The DowSM Target 10
   (January)(/25/)(/26/)(/27/)..     0.69%     0.51%     --       1.20%     2.75%
  The DowSM Target 5
   (January)(/25/)(/26/)(/28/)..     0.69%     0.52%     --       1.21%     2.76%
</TABLE>
- --------------------------------------------------------------------------------

                                       8
<PAGE>


(/1/)The surrender charge and transfer fee, if any are imposed, apply to each
     policy, regardless of how the policy value is allocated among the mutual
     fund account, the target account and the fixed account. The annual service
     charge, if any is imposed, applies only to 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. If applicable,
     a surrender charge will only be applied to withdrawals that exceed the
     amount available under certain listed exceptions. There is no transfer fee
     for the first 12 transfers per year. For additional transfers, AUSA Life
     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% during the first year after the premium
     payment was made to 0% after the seventh year after the premium payment
     was made.

(/3/)Mortality and expense risk fees and the administrative charges shown are
     for the Annual Step-Up Death Benefit which apply during the first seven
     policy years. After the seventh policy year the total separate account
     charges are 1.40%. The corresponding fees for the Return of Premium Death
     Benefit are 1.40% during the first seven policy years and 1.25%
     thereafter. The administrative charge may be increased in the future.
     However, in no event will the total separate account charges exceed 1.55%
     before the annuity commencement date. And, in no event will the total
     separate account charges exceed 1.40% on or after the annuity commencement
     date, regardless of the death benefit that was in effect prior to
     commencement of annuity payments.

(/4/)The fee table information relating to the underlying funds was provided to
     AUSA Life by the underlying funds, their investment advisers or managers,
     and AUSA Life has not independently verified such information. Actual
     future expenses of the portfolios may be greater or less than those shown
     in the Table.

(/5/)The Board of Trustees of Endeavor Series Trust (the "Trust") and the Board
     of Managers of the target account have authorized an arrangement whereby,
     subject to best price and execution, executing brokers will share
     commissions with the Trust's or the target account's affiliated broker.
     Under supervision of the Trustees and the Managers, the affiliated broker
     will use the "recaptured commissions" to promote marketing of the Trust's
     shares and investments in the target account. The staff of the Securities
     and Exchange Commission believes that, through the use of these recaptured
     commissions, the Trust and the target account are indirectly paying for
     distribution expenses, and therefore, such amounts are shown as 12b-1 fees
     in the above table. This use of recaptured commissions to promote the sale
     of the Trust's shares and investments in the target account involves no
     additional costs to the Trust, to the target account or any owner.
     Endeavor Series Trust and the target account, based on advice of counsel,
     do 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. For more
     information on the target account Brokerage Enhancement Plan, see the
     target account's section of this prospectus.

(/6/)For the Dreyfus Small Cap Value Portfolio, the management fees were 0.80%
     and other expenses before reimbursements were 0.10%. Therefore, Total
     Portfolio Annual Expenses before reimbursements (reduced by custodial
     offset arrangements) for the period ended December 31, 1999 were 0.90%.

(/7/)For the Dreyfus U.S. Government Securities Portfolio, the management fees
     were 0.65% and other expenses (reduced by custodial offset arrangements)
     were 0.08%. Therefore, Total Portfolio Annual Expenses for the period
     ended December 31, 1999 were 0.73%.

(/8/)For the Endeavor Asset Allocation Portfolio, the management fees were
     0.75% and other expenses before reimbursements were 0.09%. Therefore,
     Total Portfolio Annual Expenses and other expenses before reimbursements
     (reduced by custodial offset arrangements) for the period ended December
     31, 1999 were 0.84%.

(/9/)For the Endeavor High Yield Portfolio, the management fees before waivers
     were 0.775% (after waivers 0.746%.) and other expenses were 0.47%.
     Therefore, Total Portfolio Annual Expenses after waivers (reduced by
     custodial offset arrangements) for the period ended December 31, 1999 were
     1.22%.


                                       9
<PAGE>


(/10/)For the Endeavor Janus Growth Portfolio, the management fees before
      waivers were 0.80% (after waivers 0.775%) and other expenses were 0.055%.
      Therefore, Total Portfolio Annual Expenses after waivers (reduced by
      custodial offset arrangements) for the period ended December 31, 1999
      were 0.83%.

(/11/)For the Endeavor Opportunity Value Portfolio, the management fees were
      0.80% and other expenses before reimbursements were 0.05%. Therefore,
      Total Portfolio Annual Expenses before reimbursements (reduced by
      custodial offset arrangements) for the period ended December 31, 1999
      were 0.85%.

(/12/)For the Endeavor Value Equity Portfolio, the management fees were 0.80%
      and other expenses before reimbursements were 0.08%. Therefore, Total
      Portfolio Annual Expenses before reimbursements (reduced by custodial
      offset arrangements) for the period ended December 31, 1999 were 0.88%.

(/13/)For the T. Rowe Price Equity Income Portfolio, the management fees were
      0.80% and other expenses before reimbursements were 0.07%. Therefore,
      Total Portfolio Annual Expenses before reimbursements (reduced by
      custodial offset arrangements) for the period ended December 31, 1999
      were 0.87%.

(/14/)For the T. Rowe Price Growth Stock, the management fees were 0.80% and
      other expenses before reimbursements were 0.08%. Therefore, Total
      Portfolio Annual Expenses before reimbursements (reduced by custodial
      offset arrangements) for the period ended December 31, 1999 were 0.87%.

(/15/)For the T. Rowe Price International Stock Portfolio, the management fees
      were 0.90% and other expenses (reduced by custodial offset arrangements)
      were 0.01%. Therefore, Total Portfolio Annual Expenses for the period
      ended December 31, 1999 were 0.91%.

(/16/)For the Transamerica VIF Growth Portfolio, the management fees before
      waivers were 0.75% and other expenses before reimbursements were 0.15%.
      Therefore, Total Portfolio Annual Expenses before waivers and other
      expenses before reimbursements (reduced by custodial offset arrangements)
      for the period ended December 31, 1999 were 0.90%.

(/17/)Service Class 2 expenses are based on estimated expenses for the first
      year. VIP expenses are without any reimbursement.

(/18/)Because WRL Goldman Sachs Growth, WRL Pilgrim Baxter Mid Cap Growth, WRL
      Salomon All Cap, WRL T. Rowe Price Dividend Growth and WRL T. Rowe Price
      Small Cap commenced operations on May 3, 1999, the percentages set forth
      as "Other Expenses" and "Total Portfolio Annual Expenses" are estimated.

(/19/)For WRL Goldman Sachs Growth, the management fees before waivers were
      0.90% and other expenses before reimbursements were 1.78%. Therefore,
      Total Portfolio Annual Expenses before waivers and other expenses before
      reimbursements (reduced by custodial offset arrangements) for the period
      ended December 31, 1999 were 2.68%.

(/20/)For WRL Janus Global, the investment adviser currently waives 0.025% of
      its advisory fee on portfolio average daily net assets over $2 billion
      (net fee 0.775%). This waiver is voluntary and will be terminated on June
      25, 2000.

(/21/)For WRL Pilgrim Baxter Mid Cap Growth, the management fees before waivers
      were 0.90% and other expenses before reimbursements were 0.50%.
      Therefore, Total Portfolio Annual Expenses before waivers and other
      expenses before reimbursements (reduced by custodial offset arrangements)
      for the period ended December 31, 1999 were 1.40%.

(/22/)For WRL Salomon All Cap, the management fees before waivers were 0.90%
      and other expenses before reimbursements were 1.97%. Therefore, Total
      Portfolio Annual Expenses before waivers and other expenses before
      reimbursements (reduced by custodial offset arrangements) for the period
      ended December 31, 1999 were 2.87%.

(/23/)For WRL T. Rowe Price Dividend Growth, the management fees before waivers
      were 0.90% and other expenses before reimbursements were 1.45%.
      Therefore, Total Portfolio Annual Expenses before waivers and other
      expenses before reimbursements (reduced by custodial offset arrangements)
      for the period ended December 31, 1999 were 2.35%.

(/24/)For WRL T. Rowe Price Small Cap, the management fees before waivers were
      0.75% and other expenses before reimbursements were 1.71%. Therefore,
      Total Portfolio Annual Expenses before waivers and other expenses before
      reimbursements (reduced by custodial offset arrangements) for the period
      ended December 31, 1999 were 2.46%.

                                       10
<PAGE>


(/25/)For the target account, 0.15% of the mortality and expense risk fee
      included under "Total Separate Account Annual Expenses" in this table is
      deducted pursuant to a 12b-1 plan.

(/26/)In addition to the managerment fees, the target account pays all expenses
      not assumed by the manager. The manager has agreed to limit each target
      series subaccount's management fees and operating expenses 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 and administrative charge.) (See the SAI for more
      details.) Without this limitation, the management fees and operating
      expenses for the January Series are estimated to be 1.30% for the first
      year of operations.

(/27/)For The Dow SM Target 10 (January), the management fees before waivers
      were 0.75% and other expenses before reimbursements were 0.43%.
      Therefore, Total Portfolio Annual Expenses before waivers and other
      expenses before reimbursements (reduced by custodial offset arrangements)
      for the period ended December 31, 1999 were 1.18%.

(/28/) For The Dow SM Target 5 (January), the management fees before waivers
   were 0.75% and other expenses before reimbursements were 0.46%. Therefore,
   Total Portfolio Annual Expenses before waivers and other expenses before
   reimbursements (reduced by custodial offset arrangements) for the period
   ended December 31, 1999 were 1.21%.

                                       11
<PAGE>

EXAMPLES

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 mutual fund subaccount or target series subaccount.

The expenses reflect different mortality and expense risk fees depending on
which death benefit you select:
A = Annual Step-Up Death Benefit (1.40% in the first seven policy years and
  1.25% thereafter)
B = Return of Premium Death Benefit (1.25% in the first seven policy years and
  1.10% thereafter)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                                                          If the Policy is
                                                            annuitized at
                                     If the Policy           the end of
                                    is surrendered      the applicable time
                                      at the end            period or if
                                   of the applicable    the policy is still in
                                      time period.      the accumulation 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>
  Dreyfus Small Cap Value      A  $ 98 $132  $175  $308  $28   $87  $148  $308
                              -------------------------------------------------
                               B  $ 97 $127  $167  $294  $27   $83  $141  $294
- -------------------------------------------------------------------------------
  Dreyfus U.S. Government
   Securities                  A  $ 94 $118  $152  $264  $24   $74  $126  $264
                              -------------------------------------------------
                               B  $ 92 $114  $145  $249  $22   $69  $118  $249
- -------------------------------------------------------------------------------
  Endeavor Asset Allocation    A  $ 95 $121  $157  $274  $25   $77  $131  $274
                              -------------------------------------------------
                               B  $ 93 $117  $150  $259  $23   $72  $123  $259
- -------------------------------------------------------------------------------
  Endeavor Money Market        A  $ 92 $111  $141  $241  $22   $67  $115  $241
                              -------------------------------------------------
                               B  $ 90 $107  $134  $226  $20   $62  $107  $226
- -------------------------------------------------------------------------------
  Endeavor Enhanced Index      A  $ 94 $118  $153  $265  $24   $74  $126  $265
                              -------------------------------------------------
                               B  $ 92 $114  $145  $250  $22   $69  $119  $250
- -------------------------------------------------------------------------------
  Endeavor High Yield          A  $ 99 $133  $176  $311  $29   $88  $150  $311
                              -------------------------------------------------
                               B  $ 97 $128  $169  $297  $27   $83  $142  $297
- -------------------------------------------------------------------------------
  Endeavor Janus Growth        A  $ 94 $120  $155  $270  $24   $75  $129  $270
                              -------------------------------------------------
                               B  $ 93 $115  $148  $255  $23   $71  $121  $255
- -------------------------------------------------------------------------------
  Endeavor Opportunity Value   A  $ 95 $122  $159  $278  $25   $78  $133  $278
                              -------------------------------------------------
                               B  $ 94 $118  $152  $263  $24   $73  $125  $263
- -------------------------------------------------------------------------------
  Endeavor Value Equity        A  $ 96 $124  $161  $282  $26   $79  $135  $282
                              -------------------------------------------------
                               B  $ 94 $119  $154  $267  $24   $74  $127  $267
- -------------------------------------------------------------------------------
  Endeavor Select              A  $100 $137  $183  $324  $30   $92  $157  $324
                              -------------------------------------------------
                               B  $ 99 $132  $176  $310  $29   $88  $149  $310
- -------------------------------------------------------------------------------
  T. Rowe Price Equity
   Income                      A  $ 95 $121  $158  $275  $25   $77  $131  $275
                              -------------------------------------------------
                               B  $ 93 $117  $150  $260  $23   $72  $124  $260
- -------------------------------------------------------------------------------
  T. Rowe Price Growth Stock   A  $ 95 $121  $158  $275  $25   $77  $131  $275
                              -------------------------------------------------
                               B  $ 93 $117  $150  $260  $23   $72  $124  $260
- -------------------------------------------------------------------------------
  T. Rowe Price
   International Stock         A  $ 96 $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $ 95 $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  Transamerica VIF Growth      A  $ 95 $121  $156  $272  $25   $76  $130  $272
                              -------------------------------------------------
                               B  $ 93 $116  $149  $257  $23   $71  $122  $257
- -------------------------------------------------------------------------------
  Fidelity -- VIP Equity-
   Income Service Class 2      A  $ 94 $120  $155  $270  $24   $75  $129  $270
                              -------------------------------------------------
                               B  $ 93 $115  $148  $255  $23   $71  $121  $255
- -------------------------------------------------------------------------------
  Fidelity -- VIP II
   Contrafund(R) Service
   Class 2                     A  $ 96 $124  $161  $282  $26   $79  $135  $282
                              -------------------------------------------------
                               B  $ 94 $119  $154  $267  $24   $74  $127  $267
- -------------------------------------------------------------------------------
  Fidelity -- VIP III Growth
   Opportunities               A  $ 96 $124  $162  $283  $26   $79  $135  $283
                              -------------------------------------------------
   Service Class 2             B  $ 94 $119  $154  $268  $24   $75  $128  $268
</TABLE>
- --------------------------------------------------------------------------------

                                       12
<PAGE>

EXAMPLES continued

<TABLE>
<CAPTION>
                                                             If the Policy
                                                            is annuitized at
                                      If the Policy            the end of
                                      is surrendered      the applicable time
                                      at the end of         period or if the
                                      the applicable       Policy is still in
                                       time period      the accumulation 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>
  Fidelity - VIP III Mid Cap
   Service Class 2             A  $99  $133  $176  $311  $29   $88  $150  $311
                              -------------------------------------------------
                               B  $97  $128  $169  $297  $27   $83  $142  $297
- -------------------------------------------------------------------------------
  WRL Alger Aggressive
   Growth                      A  $95  $122  $158  $276  $25   $77  $132  $276
                              -------------------------------------------------
                               B  $94  $117  $151  $261  $24   $73  $124  $261
- -------------------------------------------------------------------------------
  WRL Goldman Sachs Growth     A  $96  $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $95  $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  WRL Janus Global             A  $95  $123  $160  $279  $25   $78  $133  $279
                              -------------------------------------------------
                               B  $94  $118  $152  $264  $24   $74  $126  $264
- -------------------------------------------------------------------------------
  WRL NWQ Value Equity         A  $95  $122  $159  $277  $25   $77  $132  $277
                              -------------------------------------------------
                               B  $94  $118  $151  $262  $24   $73  $125  $262
- -------------------------------------------------------------------------------
  WRL Pilgrim Baxter Mid Cap
   Growth                      A  $96  $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $95  $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  WRL Salomon All Cap          A  $96  $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $95  $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  WRL T. Rowe Price Dividend
   Growth                      A  $96  $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $95  $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  WRL T. Rowe Price Small
   Cap                         A  $96  $125  $164  $287  $26   $80  $137  $287
                              -------------------------------------------------
                               B  $95  $121  $156  $272  $25   $76  $130  $272
- -------------------------------------------------------------------------------
  The DowSM Target 10
   (January Series)            A  $98  $131  $174  $306  $28   $86  $147  $306
                              -------------------------------------------------
                               B  $97  $127  $166  $292  $27   $82  $140  $292
- -------------------------------------------------------------------------------
  The DowSM Target 5
   (January Series)            A  $98  $131  $174  $307  $28   $87  $148  $307
                              -------------------------------------------------
                               B  $97  $127  $167  $293  $27   $82  $140  $293
</TABLE>
- --------------------------------------------------------------------------------

The above tables will assist you in understanding the costs and expenses that
you will bear, directly or indirectly. These include the 1999 expenses of the
underlying portfolios, except for Endeavor Janus Growth, WRL Goldman Sachs
Growth,WRL Pilgrim Baxter Mid Cap Growth, WRL Salomon All Cap, WRL T. Rowe
Price Dividend Growth, and WRL T. Rowe Price Small Cap and the target series
subaccounts (whose expenses listed above are estimated 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 lesser than those shown. The
assumed 5% annual return is hypothetical and should not be considered a
representation of past or future annual returns, which could be greater or less
than the assumed rate.

In these examples, the $35 annual service charge is reflected as a charge of
0.0358% based on an average policy value of $97,708.00. Normally, the service
charge would be waived if the premium payment, less partial withdrawals, is at
least $50,000 on a policy anniversary. However, $35 has been included in these
examples for illustrative purposes.

Financial Information. Condensed financial information for the mutual fund
subaccounts are in Appendix A to this prospectus. The target account had not
commenced operations as of December 31, 1999, therefore comparable data is not
available.

                                       13
<PAGE>

1. THE ANNUITY POLICY

This prospectus describes The Endeavor Variable Annuity policy offered by AUSA
Life Insurance Company, Inc.

An annuity is a policy between you, the owner, and an insurance company (in
this case AUSA Life), 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 (if any) 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.

The policy 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 invest
in the mutual fund account or the target account, 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 mutual fund account or the target
account 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 a one year
interest rate that AUSA Life guarantees will not decrease during each one year
period.

2. PURCHASE

Policy Issue Requirements

AUSA Life will not issue a policy unless:
 .  AUSA Life receives all information needed to issue the policy,
 .  AUSA Life receives a minimum initial premium payment;

 .  The annuitant and any joint owner are age 84 or younger; and
 .  You meet our underwriting standards.

Premium Payments

You should make checks for premium payments payable only to AUSA Life Insurance
Company, Inc. and send them to the administrative and service office. Your
check must be honored in order for AUSA Life 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. The initial premium payment for
policies issued under section 403(b) of the Internal Revenue Code is $50. 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

                                       14
<PAGE>


additional premium payments to your policy as of the business day we receive
your premium and required information. Additional premium payments must be
received before the New York Stock Exchange closes to get same-day pricing of
the additional premium payment.

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 payments 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.

If you allocate premium payment to the dollar cost averaging fixed account, you
must give us instructions 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. The allocation change will apply to premium payments
received on or 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.

3. INVESTMENT CHOICES

The Separate Accounts

There are currently twenty-eight variable subaccounts available under the
policies. There are twenty-six subaccounts of the mutual fund account and two
subaccounts of the target account.

The Mutual Fund Account

The mutual fund subaccounts invest in shares of the various underlying fund
portfolios. The companies that provide investment advice and administrative
services for the underlying fund portfolios offered through this policy are
listed below. The following mutual fund investment choices are currently
offered through this policy:

ENDEAVOR SERIES TRUST
Subadvised by The Dreyfus Corporation
  Dreyfus U.S. Government Securities Portfolio
  Dreyfus Small Cap Value Portfolio
Subadvised by Morgan Stanley Asset Management
  Endeavor Asset Allocation Portfolio
  Endeavor Money Market Portfolio
Subadvised by J.P. Morgan Investment Management Inc.
  Endeavor Enhanced Index Portfolio
Subadvised by Massachusetts Financial Services Company
  Endeavor High Yield Portfolio
Subadvised by Janus Capital Corporation
  Endeavor Janus Growth Portfolio
Subadvised by OpCap Advisors
  Endeavor Opportunity Value Portfolio
  Endeavor Value Equity Portfolio
Subadvised by Montgomery Asset Management, LLC
  Endeavor Select 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

TRANSAMERICA VARIABLE INSURANCE FUND, INC.

Managed by Transamerica Investment Management, LLC

  Transamerica VIF Growth Portfolio

VARIABLE INSURANCE PRODUCTS FUND - SERVICE CLASS 2

Managed by Fidelity Management & Research Company

  Fidelity - VIP Equity-Income Portfolio

                                       15
<PAGE>


VARIABLE INSURANCE PRODUCTS FUND II - SERVICE CLASS 2

Managed by Fidelity Management & Research Company

  Fidelity - VIP II Contrafund(R) Portfolio

VARIABLE INSURANCE PRODUCTS FUND III - SERVICE CLASS 2

Managed by Fidelity Management & Research Company

  Fidelity - VIP III Growth Opportunities Portfolio

  Fidelity - VIP III Mid Cap Portfolio

WRL SERIES FUND, INC.

Subadvised by Fred Alger Management, Inc.

  WRL Alger Aggressive Growth

Subadvised by Goldman Sachs Asset Management

  WRL Goldman Sachs Growth

Subadvised by Janus Capital Corporation

  WRL Janus Global

Subadvised by NWQ Investment Management Company, Inc.

  WRL NWQ Value Equity

Subadvised by Pilgrim Baxter & Associates, Ltd.

  WRL Pilgrim Baxter Mid Cap Growth

Subadvised by Salomon Brothers Asset Management Inc

  WRL Salomon All Cap

Subadvised by T. Rowe Price Associates, Inc.

  WRL T. Rowe Price Dividend Growth

  WRL T. Rowe Price Small Cap

The general public may not purchase shares of these underlying fund 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 the investment results of the
underlying fund portfolios to be the same as those of other portfolios or
mutual funds.

More detailed information, including an explanation of the portfolio's
investment objectives, may be found in the current prospectuses for the
underlying funds, which are attached to this prospectus. You should read the
prospectuses for the underlying funds carefully before you invest.

We may receive expense reimbursements or other revenues from the underlying
funds or their managers. The amount of these reimbursements or revenues, if
any, may be different for different funds and portfolios and may be based on
the amount of assets that AUSA Life or the mutual fund account invests in the
underlying fund portfolios.

We do not guarantee that any of the mutual fund subaccounts will always be
available for premium payments, allocations, or transfers. See the SAI for more
information concerning the possible addition, deletion or substitution of
investments.

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 (January Series)
  The Dow SM Target 5 (January Series)

General. The target account is a managed separate account and is currently
divided into two target series subaccounts. There is currently The DowSM Target
10 Subaccount (January Series) and The DowSM Target 5 Subaccount (January
Series). Additional target series subaccounts may be established in the future
at the discretion of AUSA Life. Each target series subaccount invests according
to specific investment strategies.

Under New York law, the assets of the target account are owned by AUSA Life,
but they are held separately from the other assets of AUSA Life. 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 AUSA Life. 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 AUSA Life.

                                       16
<PAGE>

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 AUSA Life's general
account assets or any other account or subaccount maintained by AUSA Life.

Management of the Target Account. The investments and administration of each
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, and an affiliate of AUSA Life, 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. The manager has the ultimate responsibility
to oversee the adviser and recommend its hiring, termination and replacement.

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 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.

There are currently two target series subaccounts. There are The Dow SM Target
10 Subaccount (January Series) and The Dow SM Target 5 Subaccount (January
Series), each with an initial stock selection date of December 31, 1999.

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).

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

                                       17
<PAGE>

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 shares 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 shares 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").

The Dow SM Target 10 Subaccount and The Dow SM Target 5 Subaccount 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 is an investment in 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 AverageSM. 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
New York 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 comprise the DJIA
as of March 23, 2000.

ALCOA Inc.
American Express Company
AT&T Corporation
Boeing Company
Caterpillar Inc.

Citigroup Inc.
Coca Cola Company
Walt Disney Company
E.I. du Pont de Nemours & Company
Eastman Kodak Company
Exxon Mobil Corporation
General Electric Company
General Motors Corporation
Hewlett Packard Company

Home Depot Inc.

Honeywell International

Intel Corporation
International Business Machines Corporation
International Paper Company
Johnson & Johnson
J.P. Morgan & Company, Inc.
McDonald's Corporation
Merck & Company, Inc.

                                       18
<PAGE>


Microsoft Corporation
Minnesota Mining & Manufacturing Company
Philip Morris Companies, Inc.
Procter & Gamble Company

S B C Communications Inc.
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 AUSA Life 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, AUSA
Life or the owners of the target account into consideration in determining,
composing or calculating the Dow Jones Industrial AverageSM. 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 AverageSM 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, AUSA Life, owners of the target account or any other
person or entity from the use of the Dow Jones Industrial AverageSM 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 AverageSM 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 SAI. You should read the SAI 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.

Even though 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:

                                       19
<PAGE>

 .  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 and gains from the subaccount's 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.
AUSA Life 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 DowSM 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.

No target series subaccount is 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.

Neither AUSA Life, nor the manager, shall not be liable in any way for any
default, failure or defect in any common share.

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.

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

                                       20
<PAGE>

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.

Brokerage Enhancement Plan. The target account has adopted, but is not
currently participating in, a Brokerage Enhancement Plan (the "Plan") for each
of its subaccounts in accordance with the substantive provisions of Rule 12b-1
under the Investment Company Act of 1940. The Plan uses available brokerage
commissions to promote the sale and distribution of interests in the
subaccount's shares. Under the Plan, the target account is using recaptured
commissions to pay for distribution expenses. Except for recaptured commissions
(unlike asset based charges imposed by many mutual funds for sales expenses)
the subaccounts do not incur any asset based or additional fees or charges
under the Plan.

Under the Plan, the manager is authorized to direct investment advisers to use
certain broker/dealers for securities transactions. (The duty of best price and
execution still applies to these transactions.) These broker/dealers have
agreed to give a percentage of their commission from the sale and purchase of
securities to Transamerica Capital, Inc., the target account's distributor and
an affiliate of AUSA Life.

Transamerica Capital, Inc. will not make any profit from participating in the
Plan. It is obligated to use any money given to it under the Plan for
distribution expenses (other than a minimal amount to defray its legal and
administrative costs). The rest will be spent on activities that are meant to
result in the sale of the policies, including:
 .  holding or participating in seminars and sales meetings promoting the
   subaccounts;
 .  paying marketing fees requested by broker/dealers who sell policies;
 .  training sales personnel;
 .  compensating broker/dealers and/or registered representatives in connection
   with the allocation of cash values and premiums to the target account;
 .  printing and mailing prospectuses, statements of additional information and
   reports to prospective owners; and
 .  creating and mailing advertising and sales literature.

The Fixed Account

Premium payments allocated and amounts transferred to the fixed account become
part of AUSA Life's general account. Interests in the general account have not
been registered under the Securities Act of 1933 (the "1933 Act"), nor is the
general account registered as an investment company under the 1940 Act.
Accordingly, neither the general account nor any interests therein are
generally subject to the provisions of the 1933 or 1940 Acts. AUSA Life 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, 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.

If you select the fixed account, your money will be placed with the other
general assets of AUSA Life. 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 to or from any mutual
fund subaccount, target series subaccount, or the fixed account as often as you
wish within certain limitations.

                                       21
<PAGE>

Transfers from the guaranteed period option of the fixed account are limited as
follows:

 .  Within 30 days prior to the end of the guaranteed period you must notify us
   that you wish to transfer the amount in that guaranteed period option to
   another investment choice.
 .  Transfers of amounts equal to interest credited in the one year guaranteed
   period option may be made to any subaccount prior to the end of the
   guaranteed period on a monthly, quarterly, semi-annual or annual basis. This
   may affect your overall interest-crediting rate, because transfers are
   deemed to come from the oldest premium payment first.
 .  Transfers of other amounts from the one year guaranteed period option prior
   to the end of the guaranteed period option are limited to 25% of the policy
   value in that guaranteed period option, less any previous transfer during
   the current policy year.

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,
target series subaccount, or guaranteed period option policy value. 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.

Currently, there is no charge for transfers and no limit on the number of
transfers during the accumulation phase. However, in the future, the number of
transfers permitted may be limited and a $10 charge per transfer may apply. We
reserve the right to prohibit transfers to the fixed account if we are
crediting an effective annual interest rate of 3.0% (the guaranteed minimum).

The policy you are purchasing was not designed for professional market timing
organizations or other persons that use programmed, large, or frequent
transfers. The use of such transfers may be disruptive to an underlying fund
portfolio. We reserve the right to reject any premium payment or transfer
request from any person, if, in our judgment, an underlying fund portfolio
would be unable to invest effectively in accordance with its investment
objectives and policies or would otherwise be potentially adversely affected or
if an underlying portfolio would reject our purchase order.

4. PERFORMANCE

AUSA Life periodically advertises performance of the various 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 the mutual fund subaccounts, 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 the mutual fund subaccounts, for certain investment
portfolios,

                                       22
<PAGE>

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.

Additional performance information regarding the target series subaccount is in
Appendix B and in the SAI.

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
(restrictions may apply to qualified policies). Cash value is the policy value
decreased by any applicable surrender charge, service charge, and premium tax
charge. 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 free percentage is not cumulative, so not withdrawing anything in
one year does not increase the free percentage for subsequent years.) The
following schedule shows the surrender charges that apply during the seven
years following each premium payment:

<TABLE>
<CAPTION>
                                                            Surrender Charge
                                                           (as a percentage of
 Number of Years Since                                       premium payment
 Premium Payment Date                                          withdrawn)
- ------------------------------------------------------------------------------
 <S>                                                       <C>
         0 - 1                                                      7%
         1 - 2                                                      6%
         2 - 3                                                      5%
         3 - 4                                                      4%
         4 - 5                                                      3%
         5 - 6                                                      2%
         6 - 7                                                      1%
       7 or more                                                    0%
</TABLE>

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 $1,200 on the remaining $20,000
(6% of $30,000--$10,000).

You will receive the full amount of a requested partial withdrawal because we
deduct any applicable surrender charge from your remaining 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.

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 Annual Step-Up Death Benefit, the mortality
and expense risk fee is at an annual rate of 1.40% of assets for the first
seven policy years and 1.25% of assets thereafter. For the Return of Premium
Death Benefit the mortality and expense risk fee is at an annual rate of 1.25%
of assets for the first seven policy years and 1.10% thereafter. This annual
fee is assessed daily based on the net asset value of each mutual fund
subaccount and target series subaccount.

                                       23
<PAGE>

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 at an annual rate of 0.15% of the daily net asset
value of the mutual fund account and the target account.

In addition, an annual service charge of the lesser of $35 or 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 premium(s), less all
partial withdrawals, is at least $50,000.

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 a charge for 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 additional 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.

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 prospectuses for the underlying funds.

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

                                       24
<PAGE>

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.

6. ACCESS TO YOUR MONEY

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 systematic payouts.

Surrenders

If you want to make a complete withdrawal, you will receive the cash value of
your policy.

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.

After one year, you may take out up to 10% of your policy value free of
surrender charges once each year. Remember that any withdrawal you take will
reduce the policy value, and might reduce the amount of the death benefit. See
Section 8, Death Benefit, for more details.

Withdrawals may be subject to a surrender charge. Income taxes, federal tax
penalties and certain restrictions may apply to any withdrawals you make.

Withdrawals from qualified policies may be restricted or prohibited.

During the income phase, you will receive annuity payments under the annuity
payment option you select; however, you generally may not take any other
withdrawals, either complete or partial.

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 AUSA Life
receives all required information. AUSA Life may 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. We
may defer payment of any amount until your premium check has cleared your bank.

7. 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 notice of
the change. The latest annuity commencement date generally cannot be after the
policy month following the month in which the annuitant attains age 90.

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 become the new annuitant).

Unless you specify otherwise, the annuitant will receive the annuity payments.
After the annuitant's death, the beneficiary will receive any remaining
guaranteed payments.

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<PAGE>

Annuity Payment Options

The policy provides five annuity payment options that are described below. You
may choose any combination of annuity payment options. We will use your policy
value to provide these annuity payments. If the policy value on the annuity
commencement date is less than $2,000, AUSA Life 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. (We
reserve the right to change the frequency if payments would be less than $50.)

Unless you choose to receive variable payments under annuity payment options 3
or 5, the amount 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 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 AUSA Life agree to. You and AUSA Life
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 annuitant and a joint
   annuitant of your selection. Payments will be made as long as either person
   is living.
Variable Payments

 .  Payments are made during the joint lifetime of the annuitant and a joint
   annuitant of your selection. Payments will be made as long as either person
   is living.

Other annuity payment options may be arranged by agreement with AUSA Life.

                                       26
<PAGE>


NOTE CAREFULLY:

IF:
 .  you choose Life Income with No Period Certain or a Joint and Survivor
   Annuity; and

 .  the annuitant(s) dies before the due date of the second (third, fourth,
   etc.) annuity payment;
THEN:

 .  we may make only one (two, three, etc.) annuity payments.

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 person receiving payments is responsible for
keeping AUSA Life informed of their current address.

8. 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. All future surrender charges will be waived.

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 SAI.

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;
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.

                                       27
<PAGE>

IF:
 .  you are not the annuitant; and
 .  you die prior to the annuity commencement date;
THEN:

 .  the new owner (unless it is a spouse) must generally surrender the policy
   within five years of your death for the policy value.

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 AUSA Life 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 AUSA Life.

Amount of Death Benefit

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 greater of:
 .  the policy value on the date we receive the required information; or
 .  the 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 following two
guaranteed minimum death benefit options listed below.

After the policy is issued, you cannot make an election and the death benefit
cannot be changed.

A.Annual Step-Up Death Benefit

  The Annual Step-Up Death Benefit is:
  .  the largest policy value on the date of issue or on any policy
     anniversary prior to the earlier of the date of death or the owner's
     81st birthday; plus
  .  premium payments less any partial withdrawals taken, subsequent to the
     date of the policy anniversary with the largest policy value.

  The Annual Step-Up Death Benefit is not available if the owner or annuitant
  is 81 or older on the policy date.

B.Return of Premium Death Benefit

  The Return of Premium Death Benefit is:
  .  total premium payments; less
  .  any 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 on the policy application.

IF, under both 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 an explanation
of this adjustment in the SAI.

9. TAXES

NOTE: AUSA Life has prepared the following information on federal income taxes
as a general discussion of the subject. It is not intended as tax

                                       28
<PAGE>

advice to any individual. You should consult your own tax adviser about your
own circumstances. AUSA Life has included an additional discussion regarding
taxes in the SAI.

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--Qualified Policies

The information herein 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 date. The terms of the plan may limit the rights
otherwise available to you under the policies. We have provided more
information in the SAI.

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 withdrawal from certain 403(b) policies.
Withdrawals can generally only be made when an owner:

                                       29
<PAGE>

 .  reaches age 59 1/2
 .  leaves his/her job;
 .  dies;
 .  becomes disabled (as that term is defined in the Internal Revenue Code); or

 .  declares 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 is a
nonqualified policy that 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. AUSA
Life has entered into agreements with each underlying fund which requires the
portfolios to be operated in compliance with the Treasury regulations. AUSA
Life has entered into an agreement with First Trust Advisers, L.P., the
subadviser of the target account, which requires the target series subaccounts
to be operated in compliance with the Treasury regulations. The subadviser
reserves the right to depart from either target series subaccount's investment
strategy in order to meet these diversification requirements.

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.

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 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.
AUSA Life 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 target account.

Distribution Requirements. The policy must meet certain distribution
requirements at the death of an owner in order to be treated as an annuity
policy. These distribution requirements are discussed in the SAI. AUSA Life may
modify the policy to attempt to maintain favorable tax treatment.

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. 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 an owner dies;
 .  paid if the taxpayer becomes totally disabled (as that term is defined in
   the Internal Revenue Code);

                                       30
<PAGE>

 .  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 nonqualified 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 distribution occurs.

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 contract" remains
generally the total premium payments (less amounts received which were not
includable in gross income).

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 payee 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 with
respect to the potential tax effects of such a transaction.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always
the possibility that the tax treatment of the policy could change by

                                       31
<PAGE>


legislation or otherwise. You should consult a tax adviser with respect to
legal developments and their effect on the policy.

10. ADDITIONAL FEATURES

Systematic Payout Option

You can select at any time (during the accumulation phase) to receive regular
payments from your policy by using the systematic payout option. Under this
option, you can receive up to 10% (annually) of the policy value free of
surrender charges. Payments can be made monthly, quarterly, semi-annually, or
annually. Each payment must be at least $50. Monthly and quarterly payments
must be made by electronic funds transfer directly to your checking or savings
account. There is no charge for this benefit.

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. There is no
charge for this program.

Complete and clear instructions must be received before a dollar cost averaging
program will begin. The instructions must include:

 .  the subaccounts into which money from the dollar cost averaging fixed
   account (or other subaccount(s) used for dollar cost averaging) is to be
   transferred; and

 .  either the dollar amount to transfer monthly or quarterly (each transfer
   must be at least $500) or the number of transfers (minimum of 6 monthly or 4
   quarterly and maximum of 24 monthly or 8 quarterly).

Transfers must begin within 30 days. We will make the transfers on the 28th day
of the applicable month. You may change your allocations at anytime.

Only one dollar cost averaging program can run at one time. This means that any
addition to a dollar cost averaging program must change either the length of
the program or the dollar amount of the transfers. New instructions must be
received each time there is an addition to a dollar cost averaging program.

Any amount in the dollar cost averaging fixed account (or other subaccount(s)
used for dollar cost averaging) for which we have not received complete and
clear instructions will remain in the dollar cost averaging fixed account (or
other such subaccount) until we receive the instructions. If we have not
received complete and clear instructions within 30 days, the interest credited
in the dollar cost averaging fixed account may be adjusted downward, but not
below the guaranteed effective annual interest rate of 3%.

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. If you request a transfer, we will honor the
requested transfer and discontinue asset rebalancing. New instructions are
required to start asset rebalancing. Asset rebalancing ignores amounts in the
fixed account. You can choose to rebalance monthly, quarterly, semi-annually,
or annually.

                                       32
<PAGE>


11. 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. AUSA Life 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. There
may be limitations on your ability to assign a policy. An assignment may have
tax consequences.

AUSA Life Insurance Company, Inc.

AUSA Life Insurance Company, Inc. was incorporated under the laws of the State
of New York on October 3, 1947. It is engaged in the sale of life and health
insurance and annuity policies. AUSA Life is a Transamerica Company and 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. AUSA Life is licensed in the District of Columbia, and in all states
except Hawaii.

All obligations arising under the policies, including the promise to make
annuity payments, are general corporate obligations of AUSA Life.

The Mutual Fund Account

AUSA Life established a mutual fund account, called the AUSA Endeavor Variable
Annuity Account, under the laws of the State of New York on September 27, 1994.
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 1940 Act. However, the SEC does not supervise the
management, the investment practices, or the policies of the mutual fund
account or AUSA Life. 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 AUSA Life's other income, gains or losses.

The assets of the mutual fund account are held in AUSA Life's name on behalf of
the mutual fund account and belong to AUSA Life. However, those assets that
underlie the policies are not chargeable with liabilities arising out of any
other business AUSA Life may conduct. The mutual fund account includes other
subaccounts that are not available under these policies.

The Target Account

AUSA Life established the AUSA Endeavor Target Account under the laws of the
state of New York on March 24, 1998. The target account is registered with the
SEC under the 1940 Act as an open-end management investment company and meets
the definition of a separate account under federal securities laws. However,
the SEC does not supervise the management or the investment practices or
policies of the target account or AUSA Life.

The DowSM Target 10 Subaccount (January Series) and the DowSM Target 5
Subaccount (January Series) are non-diversified target series subaccounts of
the target account.

Mixed and Shared Funding

Before making a decision concerning the allocation of premium payments to a
particular mutual fund subaccount, please read the prospectuses for the
underlying funds. 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
                                       33
<PAGE>


company. Since the portfolios of the underlying funds are available to
registered separate accounts offering variable annuity products of AUSA Life,
as well as variable annuity and variable life products of other insurance
companies, there is a possibility that a material conflict may arise between
the interests of this mutual fund account and one or more of the other accounts
of another participating insurance company. In the event of a material
conflict, the affected insurance companies, including AUSA Life, 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. AUSA Life 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 management 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.

In response to an exemptive application filed by the manager, the SEC has
issued an exemptive order that will permit the manager, subject to certain
conditions, and without the approval of owners who have an interest in a target
series subaccount to: (a) employ a new unaffiliated investment adviser for a
target series subaccount pursuant to the terms of a new investment advisory
agreement, in each case either as a replacement for an existing investment
adviser or as an additional investment adviser; (b) change the terms of any
investment advisory agreement; and (c) continue the employment of an existing
investment adviser on the same advisory contract terms where a contract has
been assigned because of a change in control of the investment adviser. In such
circumstances, owners who have an interest in a target series subaccount would
receive notice of such action, including the information concerning the
investment adviser that normally is provided in a proxy statement. The
exemptive order also permits disclosure of fees paid to multiple unaffiliated
investment advisers on an aggregate basis only.

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
AUSA Life, it is a Transamerica Company and 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

                                       34
<PAGE>

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 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. AUSA Life may also
pay compensation to financial institutions for their services in connection
with the sale and servicing of the policies.

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.

IMSA

AUSA Life is a member of the Insurance Marketplace Standards Association
(IMSA). IMSA is an independent, voluntary organization of life insurance
companies. It promotes ethical standards in the sales and advertising of
individual life insurance and annuity products. Companies must undergo a
rigorous self and independent assessment of their practices to become a member
of IMSA. The IMSA logo in our sales literature shows our ongoing commitment to
these standards.

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. AUSA
Life, 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, AUSA Life
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 AUSA Life.

Financial Statements

The financial statements of AUSA Life and the mutual fund subaccounts are
included in the SAI. There are no financial statements for the target series
subaccounts because the target account had not commenced operations as of
December 31, 1999.

TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION

<TABLE>
<S>                                      <C>
Glossary of Special Terms
The Policy--General Provisions
Certain Federal Income Tax Consequences
Investment Experience
Historical Performance Data
The Target Account
Published Ratings
State Regulation of AUSA Life
Administration
Records and Reports
Distribution of the Policies
Voting Rights
Other Products
Custody of Assets
Legal Matters
Independent Auditors
Other Information
Financial Statements
</TABLE>

                                       35
<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.

                          Annual Step-Up Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.55%)

<TABLE>
<CAPTION>
                                         Accumulation Accumulation  Number of
                                          Unit Value   Unit Value  Accumulation
                                         at Beginning    at End    Units at End
                                           of Year      of Year      of Year
- -------------------------------------------------------------------------------
  <S>                                    <C>          <C>          <C>
  Dreyfus Small Cap Value Subaccount
   1999................................   $ 1.781675   $ 2.270110   92,417.541
   1998(/6/)...........................   $ 1.780884   $ 1.781675  119,463.216
- -------------------------------------------------------------------------------
  Dreyfus U.S. Government Securities
   Subaccount
   1999................................   $ 1.283673   $ 1.253119  123,620.377
   1998(/6/)...........................   $ 1.231625   $ 1.283673   38,151.310
- -------------------------------------------------------------------------------
  Endeavor Asset Allocation Subaccount
   1999................................   $ 2.529863   $ 3.148754   77,640.163
   1998(/6/)...........................   $ 2.168718   $ 2.529863   31,242.813
- -------------------------------------------------------------------------------
  Endeavor Money Market Subaccount
   1999................................   $ 1.236621   $ 1.275724  219,081.992
   1998(/6/)...........................   $ 1.196982   $ 1.236621   52,322.018
- -------------------------------------------------------------------------------
  Endeavor Enhanced Index Subaccount
   1999................................   $ 1.574026   $ 1.831468  511,192.617
   1998(/6/)...........................   $ 1.199020   $ 1.574026  202,995.681
- -------------------------------------------------------------------------------
  Endeavor High Yield Subaccount
   1999(/7/)...........................   $ 1.000000   $ 1.000739    1,010.192
- -------------------------------------------------------------------------------
  Endeavor Janus Growth Subaccount
   1999................................   $31.822714   $49.862043   55,903.910
   1998(/6/)...........................   $19.428802   $31.822714   18,019.791
- -------------------------------------------------------------------------------
  Endeavor Opportunity Value Subaccount
   1999................................   $ 1.197263   $ 1.235481   89,492.709
   1998(/6/)...........................   $ 1.136598   $ 1.197263   70,958.668
- -------------------------------------------------------------------------------
  Endeavor Value Equity Subaccount
   1999................................   $ 2.207657   $ 2.107532  173,486.830
   1998(/6/)...........................   $ 2.022644   $ 2.207657  106,211.103
- -------------------------------------------------------------------------------
  Endeavor Select Subaccount
   1999(/7/)...........................   $ 1.000000   $ 1.530432    8,817.278
- -------------------------------------------------------------------------------
  T. Rowe Price Equity Income
   Subaccount
   1999................................   $ 2.060734   $ 2.099660  331,752.822
   1998(/6/)...........................   $ 1.885394   $ 2.060734  145,891.829
- -------------------------------------------------------------------------------
  T. Rowe Price Growth Stock Subaccount
   1999................................   $ 2.586964   $ 3.112902  380,267.267
   1998(/6/)...........................   $ 2.011973   $ 2.586964  206,657.078
- -------------------------------------------------------------------------------
  T. Rowe Price International Stock
   Subaccount
   1999................................   $ 1.529380   $ 1.993345  113,650.831
   1998(/6/)...........................   $ 1.313338   $ 1.529380   39,361.912
</TABLE>

                                       36
<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    at End    Units at End
                                          of Year      of Year       of Year
- -------------------------------------------------------------------------------
  <S>                                   <C>          <C>          <C>
  Dreyfus Small Cap Value Subaccount
   1999...............................   $ 1.785929   $ 2.278888  2,799,571.395
   1998...............................   $ 1.851229   $ 1.785929  2,915,575.262
   1997...............................   $ 1.496065   $ 1.851229  2,294,637.110
   1996...............................   $ 1.206843   $ 1.496065  1,239,443.264
   1995...............................   $ 1.072941   $ 1.206843    535,283.029
- -------------------------------------------------------------------------------
  Dreyfus U.S. Government Securities
   Subaccount
   1999...............................   $ 1.286733   $ 1.255919  1,896,613.591
   1998...............................   $ 1.215033   $ 1.286733  1,728,824.679
   1997...............................   $ 1.128769   $ 1.215033  1,093,934.793
   1996...............................   $ 1.124292   $ 1.128769    589,779.900
   1995(/1/)..........................   $ 0.985803   $ 1.124292    204,813.593
- -------------------------------------------------------------------------------
  Endeavor Asset Allocation Subaccount
   1999...............................   $ 2.535888   $ 3.160924  2,173,009.491
   1998...............................   $ 2.171948   $ 2.535888  2,197,971.735
   1997...............................   $ 1.833135   $ 2.171948  1,871,808.286
   1996...............................   $ 1.577873   $ 1.833135  1,123,469.170
   1995...............................   $ 1.301669   $ 1.577873    607,869.454
- -------------------------------------------------------------------------------
  Endeavor Money Market Subaccount
   1999...............................   $ 1.239556   $ 1.280646  1,064,268.075
   1998...............................   $ 1.196418   $ 1.239556  1,017,991.339
   1997...............................   $ 1.154219   $ 1.196418    611,981.762
   1996...............................   $ 1.115718   $ 1.154219    665,174.123
   1995...............................   $ 1.072424   $ 1.115718    271,034.756
- -------------------------------------------------------------------------------
  Endeavor Enhanced Index Subaccount
   1999...............................   $ 1.577775   $ 1.838549  1,383,754.938
   1998...............................   $ 1.217647   $ 1.577775  1,007,218.727
   1997(/5/)..........................   $ 1.000000   $ 1.217647    422,227.210
- -------------------------------------------------------------------------------
  Endeavor High Yield Subaccount
   1999(/7/)..........................   $ 1.000000   $ 1.003083      1,008.622
- -------------------------------------------------------------------------------
  Endeavor Janus Growth Subaccount
   1999...............................   $31.898334   $50.054351    644,989.894
   1998...............................   $19.665157   $31.898334    636,917.148
   1997...............................   $16.964068   $19.665157    557,897.978
   1996...............................   $14.583843   $16.964068    306,855.075
   1995...............................   $10.051117   $14.583843     97,436.321
- -------------------------------------------------------------------------------
  Endeavor Opportunity Value
   Subaccount
   1999...............................   $ 1.200101   $ 1.240246    931,919.689
   1998...............................   $ 1.156993   $ 1.200101    886,891.881
   1997...............................   $ 1.004355   $ 1.156993    869,832.105
   1996(/4/)..........................   $ 1.000000   $ 1.004355    178,913.412
- -------------------------------------------------------------------------------
  Endeavor Value Equity Subaccount
   1999...............................   $ 2.212928   $ 2.115695  3,372,816.213
   1998...............................   $ 2.086130   $ 2.212928  3,668,656.747
   1997...............................   $ 1.694854   $ 2.086130  2,981,906.712
   1996...............................   $ 1.387903   $ 1.694854  1,565,599.143
   1995...............................   $ 1.045610   $ 1.387903    547,233.586
- -------------------------------------------------------------------------------
  Endeavor Select Subaccount
   1999(/7/)..........................   $ 1.000000   $ 1.534754     33,757.092
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
                                       Accumulation Accumulation   Number of
                                        Unit Value   Unit Value  Accumulation
                                       at Beginning    at End    Units at End
                                         of Year      of Year       of Year
- ------------------------------------------------------------------------------
  <S>                                  <C>          <C>          <C>
  T. Rowe Price Equity Income
   Subaccount
   1999...............................  $2.065623    $2.107761   3,519,301.115
   1998...............................  $1.925022    $2.065623   3,702,824.740
   1997...............................  $1.521680    $1.925022   2,982,510.532
   1996...............................  $1.287240    $1.521680   1,387,607.312
   1995(/2/)..........................  $1.000000    $1.287240     293,619.530
- ------------------------------------------------------------------------------
  T. Rowe Price Growth Stock
   Subaccount
   1999...............................  $2.593121    $3.124914   2,752,366.635
   1998...............................  $2.043480    $2.593121   2,640,487.984
   1997...............................  $1.611613    $2.043480   1,925,118.021
   1996...............................  $1.353339    $1.611613     964,658.085
   1995(/3/)..........................  $1.000000    $1.353339     189,613.999
- ------------------------------------------------------------------------------
  T. Rowe Price International Stock
   Subaccount
   1999...............................  $1.533035    $2.001071   4,799,569.572
   1998...............................  $1.346560    $1.533035   4,958,037.992
   1997...............................  $1.330640    $1.346560   4,334,553.810
   1996...............................  $1.171039    $1.330640   2,084,832.841
   1995...............................  $1.073958    $1.171039     681,093.799
</TABLE>

(/1/) Period from June 16, 1995 through December 31, 1995
(/2/) Period from June 28, 1995 through December 31, 1995
(/3/) Period from April 28, 1995 through December 31, 1995
(/4/) Period from December 13, 1996 through December 31, 1996.
(/5/) Period from May 1, 1997 through December 31, 1997.
(/6/) Period from January 14, 1998 through December 31, 1998.

(/7/) Period from June 21, 1999 through December 31, 1999.

The Transamerica VIF Growth Subaccount, Fidelity--VIP Equity-Income Subaccount,
Fidelity--VIP II Contrafund(R) Subaccount, Fidelity--VIP III Growth
Opportunities Subaccount, Fidelity--VIP III Mid Cap Subaccount, WRL Alger
Aggressive Growth Subaccount, WRL Goldman Sachs Growth Subaccount, WRL Janus
Global Subaccount, WRL NWQ Value Equity Subaccount, WRL Pilgrim Baxter Mid Cap
Growth Subaccount , WRL Salomon All Cap Subaccount, WRL T. Rowe Price Dividend
Growth Subaccount and WRL T. Rowe Price Small Cap Subaccount had not commenced
operations as of December 31, 1999, therefore, comparable data is not
available.

The target account had not commenced operations as of December 31, 1999,
therefore comparable data is not available.

                                       38
<PAGE>

                                   APPENDIX B

                          HISTORICAL PERFORMANCE DATA
                            THE MUTUAL FUND ACCOUNT

Standard Performance Data

AUSA Life may advertise historical yields and total returns for the subaccounts
of the mutual fund account. In addition, AUSA Life may advertise the effective
yield of the subaccount investing in the Endeavor Money Market Portfolio (the
"Endeavor Money Market Subaccount"). These figures will be 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. The
yield calculations also do not reflect the effect of any surrender charge that
may be applicable to a particular policy. To the extent that a premium tax
and/or surrender charge 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 service office of AUSA
Life 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, 1999, and for the one and five year periods ended
December 31, 1999, are shown in Table 1 below. Total returns shown reflect
deductions for the mortality and expense risk fee and administrative charges.
Performance figures may reflect the 1.25% mortality and expense risk fee for
the Annual Step-Up 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.

                                       39
<PAGE>


                                TABLE 1--A
                   Standard Average Annual Total Returns(/1/)

                       (Assuming A Surrender Charge)
- --------------------------------------------------------------------------------
                         Annual Step--Up Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                  Inception
                                                    of the
                                 1 Year   5 Year  Subaccount    Subaccount
                                 Ended    Ended       to         Inception
          Subaccount            12/31/99 12/31/99  12/31/99        Date
- ------------------------------------------------------------------------------
<S>                             <C>      <C>      <C>        <C>
Dreyfus Small Cap Value(/2/)...  22.14%    N/A      15.88%    January 1, 1995
Dreyfus U.S. Government
 Securities.................... (7.83%)    N/A      2.87%      June 16, 1995
Endeavor Asset Allocation......  19.17%    N/A      19.05%    January 1, 1995
Endeavor Enhanced Index........  11.02%    N/A      24.36%      May 1, 1997
Endeavor High Yield............   N/A      N/A     (5.93%)     June 21, 1999
Endeavor Janus Growth..........  51.59%    N/A      37.56%    January 1, 1995
Endeavor Opportunity Value..... (2.23%)    N/A      6.15%    December 13, 1996
Endeavor Value Equity.......... (10.00%)   N/A      14.75%    January 1, 1995
Endeavor Select................   N/A      N/A      20.07%     June 21, 1999
T. Rowe Price Equity Income.... (3.54%)    N/A      14.58%     June 28, 1995
T. Rowe Price Growth Stock.....  15.01%    N/A      23.47%    April 28, 1995
T. Rowe Price International
 Stock.........................  25.08%    N/A      12.85%    January 1, 1995
Transamerica VIF Growth........   N/A      N/A       N/A        May 1, 2000
Fidelity--VIP Equity-Income--
 Service Class 2...............   N/A      N/A       N/A        May 1, 2000
Fidelity--VIP II
 Contrafund(R)--Service Class
 2.............................   N/A      N/A       N/A        May 1, 2000
Fidelity--VIP III Growth
 Opportunities--Service Class
 2.............................   N/A      N/A       N/A        May 1, 2000
Fidelity--VIP III Mid Cap--
 Service Class 2...............   N/A      N/A       N/A        May 1, 2000
WRL Alger Aggressive Growth....   N/A      N/A       N/A        May 1, 2000
WRL Goldman Sachs Growth.......   N/A      N/A       N/A        May 1, 2000
WRL Janus Global...............   N/A      N/A       N/A        May 1, 2000
WRL NWQ Value Equity...........   N/A      N/A       N/A        May 1, 2000
WRL Pilgrim Baxter Mid Cap
 Growth........................   N/A      N/A       N/A        May 1, 2000
WRL Salomon All Cap............   N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Dividend
 Growth........................   N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Small Cap....   N/A      N/A       N/A        May 1, 2000
</TABLE>

                                       40
<PAGE>


                                TABLE 1--B

                Standard Average Annual Total Returns(/1/)

                       (Assuming A Surrender Charge)
- --------------------------------------------------------------------------------
                        Return of Premium Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Inception
                                                     of the
                                  1 Year   5 Year  Subaccount    Subaccount
                                  Ended    Ended       to         Inception
          Subaccount             12/31/98 12/31/98  12/31/98        Date
- -------------------------------------------------------------------------------
<S>                              <C>      <C>      <C>        <C>
Dreyfus Small Cap Value(/2/)...   22.33%    N/A      16.05%    January 1, 1995
Dreyfus U.S. Government
 Securities....................  (7.85%)    N/A      2.99%      June 16, 1995
Endeavor Asset Allocation......   19.36%    N/A      19.23%    January 1, 1995
Endeavor Enhanced Index........   11.19%    N/A      24.54%      May 1, 1997
Endeavor High Yield............    N/A      N/A     (5.85%)     June 21, 1999
Endeavor Janus Growth(/3/).....   51.82%    N/A      37.77%    January 1, 1995
Endeavor Opportunity Value.....  (2.07%)    N/A      6.31%    December 13, 1996
Endeavor Value Equity..........  (9.86%)    N/A      14.92%    January 1, 1995
Endeavor Select................    N/A      N/A      20.17%     June 21, 1999
T. Rowe Price Equity Income....  (3.39%)    N/A      14.75%     June 28, 1995
T. Rowe Price Growth Stock.....   15.19%    N/A      23.66%    April 28, 1995
T. Rowe Price International
 Stock(/4/)....................   25.28%    N/A      13.02%    January 1, 1995
Transamerica VIF Growth(/5/)...    N/A      N/A       N/A        May 1, 2000
Fidelity--VIP Equity-Income--
 Service Class 2(/5/)..........    N/A      N/A       N/A        May 1, 2000
Fidelity--VIP II
 Contrafund(R)--Service Class
 2(/5/)........................    N/A      N/A       N/A        May 1, 2000
Fidelity--VIP III Growth
 Opportunities--Service Class
 2(/5/)........................    N/A      N/A       N/A        May 1, 2000
Fidelity--VIP III Mid Cap--
 Service Class 2(/5/)..........    N/A      N/A       N/A        May 1, 2000
WRL Alger Aggressive
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL Goldman Sachs Growth(/5/)..    N/A      N/A       N/A        May 1, 2000
WRL Janus Global(/5/)..........    N/A      N/A       N/A        May 1, 2000
WRL NWQ Value Equity(/5/)......    N/A      N/A       N/A        May 1, 2000
WRL Pilgrim Baxter Mid Cap
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL Salomon All Cap(/5/).......    N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Dividend
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Small
 Cap(/5/)......................    N/A      N/A       N/A        May 1, 2000
</TABLE>

(/1/) These calculations also assume the policy has been in effect for less than
      eight years and that annuity payments have not commenced. Policies in
      effect for more than seven years would experience lower mortality and
      expense risk fees and therefore the yield and/or total return of such
      policies would be increased. In no event will policies which have reached
      the annuity commencement date reflect a return based on a mortality and
      expense risk fee and administrative charge of more than 1.40%, regardless
      of the death benefit option in effect just prior to the commencement of
      annuity payments.
(/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 Janus Growth Portfolio were
      removed and replaced with shares of the Endeavor Janus Growth Portfolio.
      The Endeavor Janus Growth Portfolio has the same investment objectives,
      the same investment adviser (Janus Capital Corporation) and the same
      advisory fees as the WRL Janus Growth Portfolio. Performance prior to
      May 1, 1999 reflects performance of the annuity subaccount assuming it
      was invested in the WRL Janus Growth Portfolio.

(/4/) 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).

(/5/) The Transamerica VIF Growth Subaccount, Fidelity--VIP Equity-Income
      Subaccount, Fidelity--VIP II Contrafund(R) Subaccount, Fidelity--VIP III
      Growth Opportunities Subaccount, Fidelity--VIP III Mid Cap Subaccount, WRL
      Alger Aggressive Growth Subaccount, WRL Goldman Sachs Growth Subaccount,
      WRL Janus Global Subaccount, WRL NWQ Value Equity Subaccount, WRL Pilgrim
      Baxter Mid Cap Growth Subaccount, WRL Salomon All Cap Subaccount, WRL T.
      Rowe Price Dividend Growth Subaccount, and WRL T. Rowe Price Small Cap
      Subaccount had not commenced operations as of December 31, 1999,
      therefore, comparable information is not available.

                                       41
<PAGE>

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

Non-Standard Performance Data

In addition to the standard data discussed above, similar performance data for
other periods may also be shown.

AUSA Life may present the total return data described above on a non-standard
basis. This means that the data may not be reduced by all the fees and charges
under the policy and that the data may be presented for different time periods
and for different premium payment amounts. Non-standardized performance data
will only be disclosed if standardized performance data for the required
periods is also disclosed. Table 2 shows average annual total returns of the
mutual fund subaccount since their inception reduced by all fees and charges
under the policy except surrender charges.

                                TABLE 2 - A

              Non--Standard Average Annual Total Returns(/1/)
                         (Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
                         Annual Step - Up Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Inception
                                                     of the
                                  1 Year   5 Year  Subaccount    Subaccount
                                  Ended    Ended       to         Inception
Subaccount                       12/31/99 12/31/99  12/31/99        Date
- -------------------------------------------------------------------------------
<S>                              <C>      <C>      <C>        <C>
Dreyfus Small Cap Value(/2/)...   27.41%    N/A      16.09%    January 1, 1995
Dreyfus U.S.Government
 Securities....................  (2.38%)    N/A      3.43%      June 16, 1995
Endeavor Asset Allocation......   24.46%    N/A      19.24%    January 1, 1995
Endeavor Enhanced Index........   16.36%    N/A      25.45%      May 1, 1997
Endeavor High Yield............    N/A      N/A      1.09%      June 21, 1999
Endeavor Janus Growth(/3/).....   56.69%    N/A      37.66%    January 1, 1995
Endeavor Opportunity Value.....   3.19%     N/A      7.19%    December 13, 1996
Endeavor Value Equity..........  (4.54%)    N/A      14.97%    January 1, 1995
Endeavor Select................    N/A      N/A      27.09%     June 21, 1999
T.Rowe Price Equity Income.....   1.89%     N/A      14.95%     June 28, 1995
T. Rowe Price Growth Stock.....   20.33%    N/A      23.73%    April 28, 1995
T. Rowe Price International
 Stock(/4/)....................   30.34%    N/A      13.09%    January 1, 1995
Transamerica VIF Growth(/5/)...    N/A      N/A       N/A        May 1, 2000
Fidelity - VIP Equity-Income -
  Service Class 2(/5/).........    N/A      N/A       N/A        May 1, 2000
Fidelity - VIP II
 Contrafund(R) - Service Class
 2(/5/)........................    N/A      N/A       N/A        May 1, 2000
Fidelity - VIP III Growth
 Opportunities - Service
 Class 2(/5/)..................    N/A      N/A       N/A        May 1, 2000
Fidelity - VIP III Mid Cap -
  Service Class 2(/5/).........    N/A      N/A       N/A        May 1, 2000
WRL Alger Aggressive
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL Goldman Sachs Growth(/5/)..    N/A      N/A       N/A        May 1, 2000
WRL Janus Global(/5/)..........    N/A      N/A       N/A        May 1, 2000
WRL NWQ Value Equity(/5/)......    N/A      N/A       N/A        May 1, 2000
WRL Pilgrim Baxter Mid Cap
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL Salomon All Cap(/5/).......    N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Dividend
 Growth(/5/)...................    N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Small
 Cap(/5/)......................    N/A      N/A       N/A        May 1, 2000
</TABLE>
- --------------------------------------------------------------------------------

                                       42
<PAGE>


                                TABLE 2 - B

              Non-Standard Average Annual Total Returns(/1/)

                      (Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
                        Return of Premium Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                        Inception
                                                          of the
                                       1 Year   5 Year  Subaccount    Subaccount
                                       Ended    Ended       to         Inception
Subaccount                            12/31/99 12/31/99  12/31/99        Date
- ------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>        <C>
Dreyfus Small Cap Value(/2/)...        27.60%    N/A      16.26%    January 1, 1995
Dreyfus U.S.Government
 Securities....................       (2.39%)    N/A      3.54%      June 16, 1995
Endeavor Asset Allocation......        24.65%    N/A      19.42%    January 1, 1995
Endeavor Enhanced Index........        16.53%    N/A      25.63%      May 1, 1997
Endeavor High Yield............         N/A      N/A      1.17%      June 21, 1999
Endeavor Janus Growth(/3/).....        56.92%    N/A      37.83%    January 1, 1995
Endeavor Opportunity Value.....        3.35%     N/A      7.35%    December 13, 1996
Endeavor Value Equity..........       (4.39%)    N/A      15.14%    January 1, 1995
Endeavor Select................         N/A      N/A      27.19%     June 21, 1999
T. Rowe Price Equity Income....        2.04%     N/A      15.12%     June 28, 1995
T. Rowe Price Growth Stock.....        20.51%    N/A      23.91%    April 28, 1995
T. Rowe Price International
 Stock(/4/)....................        30.53%    N/A      13.25%    January 1, 1995
Transamerica VIF Growth(/5/)...         N/A      N/A       N/A        May 1, 2000
Fidelity - VIP Equity-Income -
  Service Class 2(/5/).........         N/A      N/A       N/A        May 1, 2000
Fidelity - VIP II
 Contrafund(R) -  Service Class
 2(/5/)........................         N/A      N/A       N/A        May 1, 2000
Fidelity - VIP III Growth
 Opportunities - Service Class2(/5/)    N/A      N/A       N/A        May 1, 2000
Fidelity - VIP III Mid Cap -
  Service Class 2(/5/).........         N/A      N/A       N/A        May 1, 2000
WRL Alger Aggressive
 Growth(/5/)...................         N/A      N/A       N/A        May 1, 2000
WRL Goldman Sachs Growth(/5/)..         N/A      N/A       N/A        May 1, 2000
WRL Janus Global(/5/)..........         N/A      N/A       N/A        May 1, 2000
WRL NWQ Value Equity(/5/)......         N/A      N/A       N/A        May 1, 2000
WRL Pilgrim Baxter Mid Cap
 Growth(/5/)...................         N/A      N/A       N/A        May 1, 2000
WRL Salomon All Cap(/5/).......         N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Dividend
 Growth(/5/)...................         N/A      N/A       N/A        May 1, 2000
WRL T. Rowe Price Small
 Cap(/5/)......................         N/A      N/A       N/A        May 1, 2000
</TABLE>

(/1/) These calculations also assume the policy has been in effect for less than
      eight years and that annuity payments have not commenced. Policies in
      effect for more than seven years would experience lower mortality and
      expense risk fees and therefore the yield and/or total return of such
      policies would be increased. In no event will policies which have reached
      the annuity commencement date reflect a return based on a mortality and
      expense risk fee and administrative charge of more than 1.40%, regardless
      of the death benefit option in effect just prior to the commencement of
      annuity payments.
(/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 Janus Growth Portfolio were
      removed and replaced with shares of the Endeavor Janus Growth Portfolio.
      The Endeavor Janus Growth Portfolio has the same investment objectives,
      the same investment adviser (Janus Capital Corportion) and the same
      advisory fees as the WRL Janus Growth Portfolio. Performance prior to
      May 1, 1999 reflects performance of the annuity subaccount assuming it
      was invested in the WRL Janus Growth Portfolio.

(/4/) 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).

(/5/) The Transamerica VIF Growth Subaccount, Fidelity - VIP Equity-Income
      Subaccount, Fidelity - VIP II Contrafund(R) Subaccount, Fidelity - VIP III
      Growth Opportunities Subaccount, Fidelity - VIP III Mid Cap Subaccount,
      WRL Alger Aggressive Growth Subaccount, WRL Goldman Sachs Growth
      Subaccount, WRL Janus Global Subaccount, WRL NWQ Value Equity Subaccount,
      WRL Pilgrim Baxter Mid Cap Growth Subaccount, WRL Salomon All Cap
      Subaccount, WRL T. Rowe Price Dividend Growth Subaccount, and WRL T. Rowe
      Price Small Cap Subaccount had not commenced operations as of
      December 31, 1999, therefore, comparable information is not available.


                                       43
<PAGE>

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

Adjusted Historical Performance Data. AUSA Life may present historic
performance data for the underlying portfolios since their inception reduced by
some or all of the fees and charges under the policy. Such adjusted historic
performance includes data that precedes the inception dates of the mutual fund
subaccounts. This data is designed to show the performance that would have
resulted if the policy had been in existence during that time.

For instance, as shown in Table 3 below, AUSA Life may disclose average annual
total returns for the portfolios reduced by all fees and charges under the
policy, as if the policy had been in existence since the inception of the
portfolio. Such fees and charges include the mortality and expense risk fee,
administrative charge and surrender charges. Table 3 assumes that the policy is
not surrendered, and therefore the surrender charge is not deducted.

The following information is based on the method of calculation described in
the Statement of Additional Information. The adjusted historical average annual
total returns for periods ended December 31, 1999, were as follows:

                                TABLE 3 - A
             Adjusted Historical Average Annual Total Returns(/1/)
                         (Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
                          Annual Step-Up Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.55%)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                               Corresponding
                                                  10 Year        Portfolio
           Portfolio             1 Year  5 Year or Inception  Inception Date
- ------------------------------------------------------------------------------
<S>                              <C>     <C>    <C>          <C>
Dreyfus Small Cap Value(/2/).... 27.41%  16.09%    12.99%       May 4, 1993
Dreyfus U.S.Government
 Securities..................... (2.38%) 4.84%     4.01%        May 9, 1994
Endeavor Asset Allocation....... 24.46%  19.15%    13.91%      April 8, 1991
Endeavor Enhanced Index......... 16.36%   N/A      25.45%       May 1, 1997
Endeavor High Yield.............  4.20%   N/A      0.05%       June 2, 1998
Endeavor Janus Growth........... 56.69%  37.66%    35.08%       May 1, 1999
Endeavor Opportunity Value......  3.19%   N/A      6.99%     November 18, 1996
Endeavor Value Equity........... (4.54%) 14.99%    11.88%      May 27, 1993
Endeavor Select................. 45.59%   N/A      24.96%    February 2, 1998
T. Rowe Price Equity Income.....  1.89%   N/A      15.94%     January 3, 1995
T. Rowe Price Growth Stock...... 20.33%   N/A      25.45%     January 3, 1995
T. Rowe Price International
 Stock(/3/)..................... 30.34%  13.09%    8.10%       April 8, 1991
Transamerica VIF Growth(/4/).... 35.72%  45.88%   27.77%+    February 26, 1969
Fidelity - VIP Equity-Income -
  Service Class 2(/5/)..........  4.63%  16.76%   12.72%+     October 9, 1986
Fidelity - VIP II
 Contrafund(R) - Service Class
 2(/5/)......................... 22.27%   N/A      25.76%     January 3, 1995
Fidelity - VIP III Growth
 Opportunities - Service Class
 2(/5/).........................  2.58%   N/A      19.66%     January 3, 1995
Fidelity - VIP III Mid Cap -
  Service Class 2(/5/).......... 46.72%   N/A      50.74%    December 28, 1998
WRL Alger Aggressive Growth..... 66.50%  34.56%    28.38%      March 1, 1994
WRL Goldman Sachs Growth........   N/A    N/A      16.62%       May 3, 1999
WRL Janus Global................ 68.58%  30.94%    25.98%    December 3, 1992
WRL NWQ Value Equity............  6.29%   N/A      9.07%        May 1, 1996
WRL Pilgrim Baxter Mid Cap
 Growth.........................   N/A    N/A      76.30%       May 3, 1999
WRL Salomon All Cap.............   N/A    N/A      14.41%       May 3, 1999
WRL T. Rowe Price Dividend
 Growth.........................   N/A    N/A     (8.36%)       May 3, 1999
WRL T. Rowe Price Small Cap.....   N/A    N/A      37.13%       May 3, 1999
- ------------------------------------------------------------------------------
+ Ten Year Date
</TABLE>

                                       44
<PAGE>


                                TABLE 3--B
             Adjusted Historical Average Annual Total Returns(/1/)
                         (Assuming No Surrender Charge)
- --------------------------------------------------------------------------------
                        Return of Premium Death Benefit
               (Total Mutual Fund Account Annual Expenses: 1.40%)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Corresponding
                                                  10 Year or     Portfolio
            Portfolio              1 Year  5 Year Inception   Inception Date
- ------------------------------------------------------------------------------
<S>                                <C>     <C>    <C>        <C>
Dreyfus Small Cap Value(/2/)...... 27.60%  16.26%   13.16%      May 4, 1993
Dreyfus U.S.Government
 Securities....................... (2.39%) 4.96%    4.14%       May 9, 1994
Endeavor Asset Allocation......... 24.65%  19.42%   14.08%     April 8, 1991
Endeavor Enhanced Index........... 16.53%   N/A     25.63%      May 1, 1997
Endeavor High Yield...............  4.36%   N/A     0.19%      June 2, 1998
Endeavor Janus Growth............. 56.92%  37.86%   35.21%      May 1, 1999
Endeavor Opportunity Value........  3.35%   N/A     7.15%    November 18, 1996
Endeavor Value Equity............. (4.39%) 15.14%   12.02%     May 27, 1993
Endeavor Select................... 45.80%   N/A     25.15%   February 2, 1998
T.Rowe Price Equity Income........  2.04%   N/A     16.10%    January 3, 1995
T. Rowe Price Growth Stock........ 20.51%   N/A     25.63%    January 3, 1995
T. Rowe Price International
 Stock(/3/)....................... 30.53%  13.25%   8.26%      April 8, 1991
Transamerica VIF Growth(/4/)...... 35.92%  39.58%  25.07%+   February 26, 1969
Fidelity - VIP Equity-Income -
  Service Class 2(/5/)............  4.78%  16.94%  12.89%+    October 9, 1986
Fidelity - VIP II Contrafund(R) -
  Service Class 2(/5/)............ 22.45%   N/A     25.95%    January 3, 1995
Fidelity - VIP III Growth
 Opportunities - Service Class
 2(/5/)...........................  2.74%   N/A     19.83%    January 3, 1995
Fidelity - VIP III Mid Cap -
  Service Class 2(/5/)............ 46.94%   N/A     50.96%   December 28, 1998
WRL Alger Aggressive Growth....... 66.75%  34.76%   28.57%     March 1, 1994
WRL Goldman Sachs Growth..........   N/A    N/A     16.74%      May 3, 1999
WRL Janus Global.................. 68.82%  31.13%   26.17%   December 3, 1992
WRL NWQ Value Equity..............  6.45%   N/A     9.24%       May 1, 1996
WRL Pilgrim Baxter Mid Cap
 Growth...........................   N/A    N/A     76.46%      May 3, 1999
WRL Salomon All Cap...............   N/A    N/A     14.52%      May 3, 1999
WRL T. Rowe Price Dividend
 Growth...........................   N/A    N/A    (8.26%)      May 3, 1999
WRL T. Rowe Price Small Cap.......   N/A    N/A     37.26%      May 3, 1999
- ------------------------------------------------------------------------------
</TABLE>
+ Ten Year Date

(/1/) The calculation of total return performance for periods prior to inception
      of the subaccounts reflects deductions for the mortality and expense risk
      fee and administrative charge on a monthly basis, rather than a daily
      basis. The monthly deduction is made at the beginning of each month and
      generally approximates the performance that would have resulted if the
      subaccounts had actually been in existence since the Inception of the
      Portfolio.
(/2/) 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 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).

(/4/) The Growth Portfolio of the Transamerica Variable Insurance Fund, Inc., is
      the successor to Separate Account Fund C of Transamerica Occidental Life
      Insurance Company, a management investment company funding variable
      annuities, through a reorganization on November 1, 1996. Accordingly, the
      performance data for the Transamerica VIF Growth Portfolio include
      performance of its predecessor.

(/5/) Returns prior to January 12, 2000 for the portfolios are based on
      historical returns for Initial Class Shares.

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

                                       45
<PAGE>

                          HISTORICAL PERFORMANCE DATA

          THE TARGET STRATEGIES AND THE DOW JONES INDUSTRIAL AVERAGESM

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 the impact of the target account's expenses, brokerage commissions,
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 any charges
(eg., brokerage commissions, management fees) were reflected in the
hypothetical returns, the returns would be lower than those presented here.

                                       46
<PAGE>

                        COMPARISON OF TOTAL RETURN(/2/)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        Strategy Total Returns
                                   --------------------------------
                                   10 Highest    5 Lowest Priced
                                    Dividend    of the 10 Highest      Index
                                    Yielding         Dividend       Total Return
Year                               Stocks(/1/) Yielding Stocks(/1/)     DJIA
- --------------------------------------------------------------------------------
<S>                                <C>         <C>                  <C>
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 %
1999..............................    5.06%          (7.28%)           27.06%
- --------------------------------------------------------------------------------
</TABLE>

(/1/) The Ten Highest Dividend Yielding Stocks and the Five Lowest Priced Stocks
      of the Ten Highest Dividend Yielding Stocks in the DJIA for any given
      period were selected by ranking the dividend yields for each of the stocks
      in the index, as of the beginning of the period, and dividing by the
      stock's market value on the first trading day on the exchange where that
      stock principally trades in the given period.

(/2/) Total Return represents the sum of the percentage change in market value
      of each group of stocks between the first trading day of a period and the
      total dividends paid on each group of stocks during the period divided by
      the opening market value of each group of stocks as of the first trading
      day of a period. Total Return does not take into consideration any sales
      charges, commissions, expenses or taxes. Total Return 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 19.01%,
      while the Five Lowest Priced Stocks of the Ten Highest Dividend Yielding
      Stocks in the DJIA achieved an average annual total return of 20.97%. In
      addition, over this period, the individual strategies achieved a greater
      average annual total return than that of the DJIA, which was 16.83%.
      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.

                                       47
<PAGE>


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 10,
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 founded 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

                                  [GRAPH]
                           [PLOT POINTS TO COME]

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, 1975 through December 31, 1999 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.

Standard Performance Data

AUSA Life 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.

                                       48
<PAGE>

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 SAI.

Non-Standard Performance Data

AUSA Life 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 SAI.

                                       49
<PAGE>

                      STATEMENT OF ADDITIONAL INFORMATION

                         THE ENDEAVOR VARIABLE ANNUITY

                                 Issued through

                             AUSA ENDEAVOR VARIABLE
                                ANNUITY ACCOUNT

                                      and

                          AUSA ENDEAVOR TARGET ACCOUNT

                                   Offered by
                       AUSA LIFE INSURANCE COMPANY, INC.

                                666 Fifth Avenue
                            New York, New York 10103

This Statement of Additional Information expands upon subjects discussed in the
current prospectus for the Endeavor Variable Annuity offered by AUSA Life
Insurance Company, Inc. ("AUSA Life"). You may obtain a copy of the prospectus
dated May 1, 2000, by calling 1-800-525-6205, or by writing to the 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 (SAI) is not a prospectus and should
be read only in conjunction with the prospectuses for the policy and the
underlying fund portfolios.

Dated: May 1, 2000
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
GLOSSARY OF TERMS...........................................................   4
THE POLICY--GENERAL PROVISIONS..............................................   6
  Owner.....................................................................   6
  Entire Policy.............................................................   6
  Misstatement of Age or Sex................................................   6
  Addition, Deletion, Substitution of Investments...........................   7
  Reallocation of Policy Values After the Annuity Commencement Date.........   7
  Annuity Payment Options...................................................   8
  Death Benefit.............................................................   9
  Death of Owner............................................................  11
  Assignment................................................................  11
  Evidence of Survival......................................................  11
  Non-Participating.........................................................  11
  Amendments................................................................  11
  Employee and Agent Purchases..............................................  12
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.....................................  12
  Tax Status of the Policy..................................................  12
  Taxation of AUSA Life.....................................................  15
INVESTMENT EXPERIENCE.......................................................  15
  Accumulation Units........................................................  15
  Annuity Unit Value and Annuity Payment Rates..............................  17
HISTORICAL PERFORMANCE DATA.................................................  19
  Money Market Yields.......................................................  19
  Other Subaccount Yields...................................................  20
  Total Returns.............................................................  21
  Other Performance Data....................................................  21
  Adjusted Historical Performance Data--The Mutual Fund Account.............  22
THE TARGET ACCOUNT..........................................................  22
  Investment Strategy.......................................................  22
  Determination of Unit Value; Valuation of Securities......................  23
  The Board of Managers.....................................................  23
  The Investment Advisory Services..........................................  27
  The Manager...............................................................  27
  Operating Expenses........................................................  28
  Transfer Agent and Custodian..............................................  28
  Brokerage Allocation......................................................  28
  Investment Restrictions...................................................  29
  Fundamental Policies......................................................  29
  Operating Policies........................................................  29
  Options and Futures Strategies............................................  30
  Securities Lending........................................................  32
  Tax Limitation............................................................  32
PUBLISHED RATINGS...........................................................  33
STATE REGULATION OF AUSA LIFE...............................................  33
RECORDS AND REPORTS.........................................................  33
DISTRIBUTION OF THE POLICIES................................................  33
VOTING RIGHTS...............................................................  34
  The Mutual Fund Account...................................................  34
  The Target Account........................................................  34
OTHER PRODUCTS..............................................................  35
</TABLE>

                                      -2-
<PAGE>

<TABLE>
<S>                                                                          <C>
CUSTODY OF ASSETS...........................................................  35
LEGAL MATTERS...............................................................  36
INDEPENDENT AUDITORS........................................................  36
OTHER INFORMATION...........................................................  36
FINANCIAL STATEMENTS........................................................  36
</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 target account before the annuity
commencement date.

Annual Stock Selection Date--The last business day of a specified 12-month
period.

Annuitant--The person 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 AUSA Life. In no event
will this date be later than the last day of the policy month following
annuitant's 90th birthday.

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 additional 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 less the surrender charge, service charge, and
premium tax 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.

Excess Premium Withdrawals--The amount of a premium payment withdrawal which is
more than the amount that may be taken free from surrender charge.

Fixed Account--A part of the general account of AUSA Life. General account
assets consist of all of the assets of AUSA Life that are not in separate
accounts.

Guaranteed Period Option--The one year guaranteed interest rate period of the
fixed account, which AUSA Life may offer, into which premiums may be paid or
amounts transferred.

Initial Stock Selection Date--The date is December 31, 1999 for the January
Series.

Mutual Fund Account--AUSA Endeavor Variable Annuity Account, a separate account
established and registered as a unit investment trust under the Investment
Company Act of 1940, as amended (the "1940 Act"), to which premium payments
under the policies may be allocated.

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.


                                      -4-
<PAGE>


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 or other information.

Policy Value--The policy form refers to this as "annuity purchase value." The
value in the policy that may be used to purchase a stream of annuity payments.
On or before the annuity commencement date, this is an amount equal to:

  .  the premiums paid; minus

  .  partial withdrawals taken; plus

  .  interest credited in the fixed account; plus or minus

  .  accumulated gains or losses in the mutual fund account and the target
     account; minus

  .  any applicable service charges, premium taxes, and transfer fees.

Policy Year--A policy year begins on the date of issue and on each policy
anniversary.

Premium Payment--An amount paid to AUSA Life 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.

Service Charge--An annual charge on each policy anniversary for policy
maintenance and related administrative expenses. This annual charge is the
lesser of 2% of the policy value or $35.

Service Office--Financial Markets Division--Variable Annuity Dept., 4333
Edgewood Road, N.E., Cedar Rapids, Iowa 52499-0001.

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 excess premium withdrawal, which is
deducted by AUSA Life upon surrender or partial withdrawal from the policy. The
surrender charge percentage ranges from 7% to 0% depending upon the length of
time from the date of each premium payment to the date of withdrawal.

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 specified stock selection date.

Valuation Period--The period of time from one determination of accumulation
unit 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 AUSA Life the information it requires and is received at the service
office. For some transactions, AUSA Life may accept an electronic notice. Such
electronic notice must meet the requirements AUSA Life establishes for such
notices. Telephone instructions are not permitted.

                                      -5-
<PAGE>

In order to supplement the description in the prospectus, the following
provides additional information about AUSA Life and the policy, which may be of
interest to a prospective purchaser.

                         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 AUSA Life'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.

A successor owner can be named in the application or in a written notice. The
successor owner will become the new owner upon the owner's death, if the owner
predeceases the annuitant. If no successor owner survives the owner and the
owner predeceases the annuitant, the owner's 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 AUSA Life 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 AUSA Life.

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 adverse tax consequences.

When there is a change of owner or successor owner, the change will not be
effective until it is recorded in our records. Once recorded, it will take
effect as of the date the owner signs the written notice, subject to any
payment AUSA Life has made or action AUSA Life 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 the owner's death.

Entire Policy

The policy, any endorsements thereon, and the applications constitute the
entire contract between AUSA Life 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.

Misstatement of Age or Sex

If the age or sex of the annuitant has been misstated, AUSA Life will change
the annuity benefit payable to that which the premium payments would have
purchased for the correct age or sex. The dollar

                                      -6-
<PAGE>

amount of any underpayment made by AUSA Life shall be paid in full with the
next payment due such person or the beneficiary. The dollar amount of any
overpayment made by AUSA Life 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 may be
established at any time by the submission of proof satisfactory to AUSA Life.

Addition, Deletion, or Substitution of Investments

AUSA Life 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. AUSA Life retains the right, subject to any
applicable law, to make certain changes in the mutual fund account and its
investments. AUSA Life 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 AUSA Life'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. AUSA Life retains the right, subject to any applicable law, to make
certain changes in the target account and its investments. AUSA Life reserves
the right to eliminate a target series subaccount if, in AUSA Life'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 AUSA Life,
marketing, tax, investment or other conditions warrant. Any new subaccounts may
be made available to existing owners on a basis to be determined by AUSA Life.
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. AUSA Life 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, AUSA Life will notify you
and request a reallocation of the amounts invested in the eliminated
subaccount. If no such reallocation is provided by you, AUSA Life 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, AUSA Life 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,
AUSA Life also may transfer the assets of the mutual fund account or target
account associated with the policies to another account or accounts.

Reallocation of Annuity Units After the Annuity Commencement Date

After the annuity commencement date, the owner 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

                                      -7-
<PAGE>


or the fixed account. The reallocation shall be based on the relative value of
the annuity units of the 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 subaccount from which the transfer is being made. If the monthly income
of the annuity units remaining in a subaccount after a reallocation is less
than $10, AUSA Life reserves the right to include the value of those annuity
units as part of the transfer. The request must be in writing to AUSA Life's
service office. There is no charge assessed in connection with such
reallocation. A reallocation of annuity units may be made up to four times in
any given policy year.

After the annuity commencement date, no transfers may be made from the fixed
account to the mutual fund account or the target 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
AUSA Life at its 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 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 the target 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 AUSA Life 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 AUSA Life in writing and AUSA
Life 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 with projection using
projection Scale G factors, assuming a maturity date in the year 2000. ("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
and the target account 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:

<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 AUSA Life
</TABLE>


                                      -8-
<PAGE>

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. This amount 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 as of the
first business day of each month.

Death Benefit

Adjusted Partial Withdrawal. The amount of your guaranteed minimum death
benefit is reduced due to an adjusted partial withdrawal. The reduction amount
depends on the relationship between your guaranteed minimum death benefit and
policy value. The adjusted partial withdrawal in the guaranteed minimum death
benefit is the sum of (1) and (2), where:
  (1) The surrender-charge-free withdrawal amount taken; and
  (2) The amount that an excess partial withdrawal (the portion of a
  withdrawal that can be subject to a surrender charge) reduces the policy
  value times [(a) divided by (b)] where:
    (a) is the amount of the death benefit prior to the excess partial
    withdrawal; and
    (b) is the policy value prior to the excess partial withdrawal.

The following examples describe the effect of a withdrawal on the guaranteed
minimum death benefit and policy value.

                                   Example 1
<TABLE>
- -------------------------------------------------------------------------------
  <C>     <S>
  $75,000 current guaranteed minimum death benefit before withdrawal
- -------------------------------------------------------------------------------
  $50,000 current policy value before withdrawal
- -------------------------------------------------------------------------------
  $75,000 current death benefit (larger of policy value and guaranteed minimum
          death benefit)
- -------------------------------------------------------------------------------
       6% current surrender charge percentage
- -------------------------------------------------------------------------------
  $15,000 requested withdrawal
- -------------------------------------------------------------------------------
  $ 5,000 surrender charge-free amount (assumes 10% free percentage is
          available)
- -------------------------------------------------------------------------------
  $10,000 excess partial withdrawal--(amount subject to surrender charge)
- -------------------------------------------------------------------------------
  $   600 surrender charge on (excess partial withdrawal) = 0.06 * 10,000
- -------------------------------------------------------------------------------
  $10,600 reduction in policy value due to excess partial withdrawal = 10,000 +
          600
- -------------------------------------------------------------------------------
  $20,000 adjusted partial withdrawal = $5,000 + $10,000 * (75,000/50,000)
- -------------------------------------------------------------------------------
  $55,000 new guaranteed minimum death benefit (after withdrawal) = 75,000 -
          20,000
- -------------------------------------------------------------------------------
  $34,400 new policy value (after withdrawal) = 50,000 - 5,000 - 10,600
</TABLE>

 Summary:
 Reduction in guaranteed minimum death benefit    =
 $20,000
 Reduction in policy value                = $15,600

                                      -9-
<PAGE>

Note, the 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.

                                   Example 2
<TABLE>
- ------------------------------------------------------------------------------
  <C>     <S>
  $50,000 current guaranteed minimum death benefit before withdrawal
- ------------------------------------------------------------------------------
  $75,000 current policy value before withdrawal
- ------------------------------------------------------------------------------
  $75,000 current death benefit (larger of policy value and guaranteed minimum
          death benefit)
- ------------------------------------------------------------------------------
       6% current surrender charge percentage
- ------------------------------------------------------------------------------
  $15,000 requested withdrawal
- ------------------------------------------------------------------------------
  $ 7,500 surrender charge-free amount (assumes 10% free percentage is
          available)
- ------------------------------------------------------------------------------
  $ 7,500 excess partial withdrawal--(amount subject to surrender charge)
- ------------------------------------------------------------------------------
  $   450 surrender charge on (excess partial withdrawal) = 0.06 * 7,500
- ------------------------------------------------------------------------------
  $ 7,950 reduction in policy value due to excess partial withdrawal =
          7,500+450
- ------------------------------------------------------------------------------
  $15,450 adjusted partial withdrawal = $7,500+$7,950 * (75,000/75,000)
- ------------------------------------------------------------------------------
  $34,550 new guaranteed minimum death benefit (after withdrawal) = 50,000-
          15,450
- ------------------------------------------------------------------------------
  $59,550 new policy value (after withdrawal) = 75,000-7,500-7,950
</TABLE>

 Summary:
 Reduction in the guaranteed minimum death
 benefit                                    = $15,450
 Reduction in policy value                  = $15,450

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 who is the
owner died prior to the commencement of annuity payments. 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 AUSA Life will constitute due
proof of death. 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 AUSA Life 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
period certain 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 policy value. If the

                                      -10-
<PAGE>

successor owner is not the deceased owner's spouse, however, the 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 AUSA Life. 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 AUSA Life. AUSA Life 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 more information about these rules. Other rules
may apply to qualified policies.

Assignment

During the lifetime of the annuitant the owner may assign any rights or
benefits provided by the policy if your policy is a nonqualified policy. An
assignment will not be binding on AUSA Life until a copy has been filed at its
service office. The rights and benefits of the owner and beneficiary are
subject to the rights of the assignee. AUSA Life 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 the owner so directs by filing written notice with AUSA Life, 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 of qualified policies is restricted to comply with the Code.

Evidence of Survival

AUSA Life 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 AUSA Life receives such evidence.

Non-Participating

The policy will not share in AUSA Life's surplus earnings; no dividends will be
paid.

Amendments

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

                                      -11-
<PAGE>

AUSA Life reserves the right to amend the policies to meet the requirements of
the Code, regulations or published rulings. An owner 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 AUSA
Life or its affiliated companies or their spouse or minor children. In such a
case, AUSA Life may credit an amount equal to a percentage of each premium
payment to the policy due to lower acquisition costs AUSA Life experiences on
those purchases. The credit will be reported to the Internal Revenue Service as
taxable income to the employee or registered representative. AUSA Life may
offer certain employer sponsored savings plans, in its discretion, reduced fees
and charges including, but not limited to, the annual service charge, 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 AUSA Life 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 Internal
Revenue Code of 1986, 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 the
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 applied to provide an immediate annuity under which payments will begin
within one year of such owner's death and will be made for the life of the
beneficiary or for a period not extending beyond the life expectancy of the
"designated beneficiary" as defined in Section 72(s) of the Code. However, if
upon such owner's death prior to the annuity commencement date, such owner's
surviving spouse becomes the sole new owner under the policy, then the policy
may be continued with the surviving spouse as the new owner. Under the policy,
the beneficiary is the designated beneficiary of an owner/annuitant and the
successor owner is the designated beneficiary of an owner who is not the
annuitant. If any owner is not a natural person, then for purposes of these
distribution requirements, the primary annuitant shall be treated as 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

                                      -12-
<PAGE>

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 maintain their compliance 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. 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, Section 403(a) annuities, 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. Different
withholding requirements may apply in the case of non-United States persons.

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 the policies or 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.

AUSA Life 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.

                                      -13-
<PAGE>


No part of the funds for an individual retirement account (including a Roth
IRA) 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 as an IRA. 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 to the rollover or
conversion and to distributions attributable thereto. 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 modified
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 5 tax years after the first contribution to
any Roth IRA of the individual and 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 generally 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.

                                      -14-
<PAGE>

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-government 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. Notwithstanding the preceding sentences in this paragraph, Section
72(u) of the Code does not apply to (i) a policy where the nominal owner 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 where the annuity commencement date 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 AUSA Life
AUSA Life 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 AUSA Life and, accordingly, will not be taxed separately as
a "regulated investment company" under Subchapter M of the Code. AUSA Life 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 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 for federal income taxes. If, in future years, any federal income
taxes are incurred by AUSA Life with respect to the mutual fund account or the
target account, AUSA Life may make a charge to that account.

                             INVESTMENT EXPERIENCE

An "investment experience factor" is used to determine the value of
accumulation units and annuity units, and to determine annuity payment rates.

Accumulation Units

Allocations of a premium payment directed to a mutual fund subaccount or target
series subaccount are credited in the form of accumulation units. Each mutual
fund subaccount or target series 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.


                                      -15-
<PAGE>


Upon allocation to the selected mutual fund subaccount or target series
subaccount, premium payments are converted into accumulation units of the
mutual fund subaccount or target series subaccount. The number of accumulation
units to be credited is determined by dividing the dollar amount allocated to
each mutual fund subaccount or target series subaccount by the value of an
accumulation unit for that subaccount as next determined after the premium
payment is received at the 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 for each mutual fund subaccount was arbitrarily
established at $1 and at $10 for each target series subaccount 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
business.

For the mutual fund account and the target account, an index (the "investment
experience factor") which measures the investment performance of a subaccount
during a valuation period is used to determine the value of an accumulation
unit for the next subsequent valuation period. The investment experience factor
may be greater or less than or equal to one; therefore, the value of an
accumulation unit may increase, decrease or remain the same from one valuation
period to the next. The owner bears this investment risk. The Net Investment
Performance of a subaccount and deduction of certain charges affects the
accumulation unit value.

The investment experience 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 AUSA Life
    to have resulted from the investment operations of the subaccount and
    for which it has created a reserve;

  (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; and

  (c) is the charge for mortality and expense risk during the valuation
  period equal on an annual basis to X percent of the daily net asset value
  of the subaccount, where "X" depends on the Death Benefit Option and policy
  year, plus the 0.15% annual administrative charge.

                                      -16-
<PAGE>

              Illustration of Accumulation Unit Value Calculations

   Formula and Illustration for Determining the Investment Experience Factor
        (Assumes the Return of Premium Death Benefit is still in effect
          and that the policy is within the first seven policy years.)


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

<TABLE>
 <C>        <S>
 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 mortality and expense risk fees and
            administrative charges, which totals 1.40% on an annual basis.
            On a daily basis = 0.0000380909
</TABLE>

Then, the investment experience factor = (11.57 + 0-0)- 0.0000380909 = Z =
                                          -----------
                                             11.40
1.0148741898


        Formula and Illustration for Determining Accumulation Unit Value

Accumulation Unit Value = A * B

<TABLE>
 <C>        <S>
 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
Investment Return of 5% annually. Conversely, annuity unit values fall if the
net investment performance of the subaccount is less than the Assumed
Investment Return. The value of a variable annuity unit in each mutual fund
subaccount was established at $1.00, and at $10 for each target series
subaccount, 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 of the valuation period; and

  (c) is the investment result adjustment factor for the valuation period.

                                      -17-
<PAGE>

The investment result adjustment factor for the valuation period is the product
of discount factors of 0.99986634 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.

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

<TABLE>
 <C>        <S>
 Where: A = Annuity unit value for the immediately preceding valuation period.
            Assume..........................................................= $X

 B =        Investment Experience Factor for the valuation period for which
            the annuity unit value is being calculated.
            Assume..........................................................=  Y

 C =        A factor to neutralize the Assumed Investment Return of 5% built
            into the annuity
            tables used. Assume.............................................=  Z
</TABLE>

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
<TABLE>
 <C>        <S>
 Where: A = The policy value as of the annuity commencement date.
            Assume..........................................................= $X

 B =        The annuity purchase rate per $1,000 based upon the option
            selected, the sex and
            adjusted age of the annuitant according to the tables contained in
            the policy.
            Assume..........................................................= $Y
</TABLE>

Then, the first monthly variable annuity payment = $X * $Y = $Z
                                                   -------
                                                    1,000

                                      -18-
<PAGE>

      Formula and Illustration for Determining the Number of Annuity Units
              Represented by Each Monthly Variable Annuity Payment

Number of annuity units = A
                          -
                          B

<TABLE>
 <C>        <S>
 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
</TABLE>

Then, the number of annuity units = $X = Z
                                    --
                                    $Y

                          HISTORICAL PERFORMANCE DATA

Money Market Yields

AUSA Life 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; and (ii) the
mortality and expense risk fee. Current Yield will be calculated according to
the following formula:

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

Where:
<TABLE>
 <C> <C> <S>
 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.
</TABLE>

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 or surrender charges that may be applicable to a particular
policy. Surrender charges range from 7% to 0% of the amount of premium
withdrawn based on the policy year since payment of the premium.


                                      -19-
<PAGE>

AUSA Life 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:
<TABLE>
 <C> <C> <S>
 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.
</TABLE>

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, 1999, the yield of
the Endeavor Money Market Subaccount was 3.82%, and the effective yield was
3.89% for the Annual Step-Up Death Benefit. For the seven days ended December
31, 1999, the yield of the Endeavor Money Market Subaccount was 4.01%, and the
effective yield was 4.09% for the Return of Premium Death Benefit.

Other Subaccount Yields

AUSA Life 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 charge and (ii) the Mortality and Expense Risk 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.


                                      -20-
<PAGE>

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 or surrender charges that may be applicable to a particular
policy. Surrender charges range from 7% to 0% of the amount of the excess
premium withdrawal based on the number of years since payment of the premium.

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

AUSA Life 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 AUSA Life
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 and the
administrative charges. The total return for each target series subaccount will
also reflect the manager's fee and other operating expenses. Standard 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:

<TABLE>
 <C> <S>
 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.
</TABLE>

Other Performance Data

AUSA Life 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
assuming that the surrender charge percentage will be 0%.

AUSA Life 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 assuming that the surrender
charge percentage will be 0%.


                                      -21-
<PAGE>

                                CTR = (ERV/P)--1

Where:

<TABLE>
 <C> <C> <S>
 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.
</TABLE>

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

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 DowSM Target 10 Subaccount will invest in the common stock of the
ten companies in the DJIA that have the highest dividend yield. The DowSM
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 DowSM 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

                                      -22-
<PAGE>

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 AUSA Life, 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 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

AUSA Life 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 account.

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.

                                      -23-
<PAGE>

<TABLE>
<CAPTION>
       Name, Age and Address       Held With Registrant    During Past 5 Years
       ---------------------       -------------------- ------------------------
 <C>                               <C>                  <S>
 */\Vincent J. McGuinness, Jr. (34)President and Chief  From February, 1997 to
                                   Financial Officer    December 1997, Executive
                                   (Treasurer)          Vice-President, Chief of
                                                        Operations, from March
                                                        1997 to October 1999,
                                                        Director, from December,
                                                        1997 to October 1999,
                                                        Chief Operating Officer
                                                        and from June, 1998 to
                                                        October 1999, Chief
                                                        Financial Officer, from
                                                        July 1999 to October
                                                        1999 Chief Executive
                                                        Officer of Endeavor
                                                        Group); from September
                                                        1996 to June 1997, and
                                                        from June 1998 to
                                                        October 1999, Chief
                                                        Financial Officer, since
                                                        May 1996 to December 31,
                                                        1999, Director, and from
                                                        June 1997 to October
                                                        1998, Executive Vice
                                                        President--
                                                        Administration, from
                                                        October 1998 to October
                                                        1999, President, and
                                                        from July 1999 to
                                                        October 1999 Chief
                                                        Executive Officer of
                                                        Endeavor Management Co.;
                                                        since August 1996, Chief
                                                        Financial Officer of VJM
                                                        Corporation (oil and
                                                        gas); from May 1996 to
                                                        January 1997, Executive
                                                        Vice President and
                                                        Director of Sales,
                                                        Western Division of
                                                        Transamerica Capital,
                                                        Inc.; since May 1996,
                                                        Chief Financial Officer
                                                        of McGuinness &
                                                        Associates; President,
                                                        Chief Financial Officer,
                                                        and Trustee of Endeavor
                                                        Series Trust.
 *Vincent J. McGuinness (65)       Manager              Until December 31, 1999,
  1901 Ocean Way                                        Director, Endeavor Group
  Laguana Beach, CA 92651                               and Endeavor Management
                                                        Co.; President of VJM
                                                        Corporation (oil and
                                                        gas); from February 1996
                                                        to.; since February 1996
                                                        President of McGuinness
                                                        & Associates; until July
                                                        1999, Chairman, Chief
                                                        Executive Officer and
                                                        Director of McGuinness &
                                                        Associates and VJM
                                                        Corporation; until July
                                                        1996 Chairman, Chief
                                                        Executive Officer and
                                                        Director of McGuinness
                                                        Group (insurance
                                                        marketing); from
                                                        September 1988 to July
                                                        1999, Chief Executive
                                                        Officer of Endeavor
                                                        Management Co.; until
                                                        October 1998, President
                                                        of Endeavor Management
                                                        Co.; Trustee, Endeavor
                                                        Series Trust.

</TABLE>

                                      -24-
<PAGE>

<TABLE>
<CAPTION>
      Name, Age and Address       Held With Registrant    During Past 5 Years
      ---------------------       -------------------- ------------------------
 <C>                              <C>                  <S>
 Timothy A. Devine (65)                 Manager        President, Chief
  1424 Dolphin Terrace                                 Executive Officer,
  Corona del Mar, California                           Devine Properties, Inc.
  92625                                                (landscape contracting
                                                       and maintenance);
                                                       Consultant Plant
                                                       Control, Inc.; Trustee,
                                                       Endeavor Series Trust.

 Thomas J. Hawekotte (64)               Manager        President, Thomas
  6007 North Sheridan Road                             Hawekotte, P.C. (law
  Chicago, Illinois 60660                              practice); Trustee,
                                                       Endeavor Series Trust.

 Steven L. Klosterman (48)              Manager        Since July 1995,
  5973 Avenida Encinas, #300                           President of Klosterman
  Carlsbad, California 92008                           Capital Corporation
                                                       (investment adviser);
                                                       Investment Counselor,
                                                       Robert J. Metcalf &
                                                       Associates, Inc.
                                                       (investment adviser)
                                                       from August 1990 to June
                                                       1995; Trustee, Endeavor
                                                       Series Trust.

 Halbert D. Lindquist (53)              Manager        President, Lindquist and
  1650 E. Fort Lowell Road                             Associates (investment
  Suite 203                                            adviser) and since
  Tucson, Arizona 85719-2324                           December 1987 Tucson
                                                       Asset Management Inc.
                                                       (commodity trading
                                                       advisor), and since
                                                       November 1987, Presidio
                                                       Government Securities,
                                                       Incorporated
                                                       (broker/dealer); from
                                                       January 1998 to January
                                                       1999, Chief Investment
                                                       Officer and since
                                                       January 1999,
                                                       Consultant, 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
                                                       from 1978 to December
                                                       1997, President of Ivory
                                                       & Sime International,
                                                       Inc. (investment
                                                       adviser); since 1999,
                                                       President, Wood &
                                                       Anthony, LLC (investment
                                                       advisor); Trustee,
                                                       Endeavor Series Trust.

 Peter F. Muratore (67)                 Manager        From June 1989 to March
  Too Far                                              1998, President of OCC
  Posthouse Road                                       Distributors
  Morristown, NJ 07960                                 (broker/dealer), a
                                                       subsidiary of
                                                       Oppenheimer Capital;
                                                       Trustee, Endeavor Series
                                                       Trust.

 * Larry N. Norman (47)                 Manager        Vice President, AUSA
  4333 Edgewood Road N.E.                              Life Insurance Company,
  Cedar Rapids, Iowa 52499-0001                        Inc.

</TABLE>

                                      -25-
<PAGE>

<TABLE>
<CAPTION>
 Name, Age and Address   Held With Registrant         During Past 5 Years
 --------------------- ------------------------- ----------------------------
 <C>                   <C>                       <S>
 Michael Pond (46)     Executive Vice            Since November 1, 1998,
                       President--Administration Executive Vice President--
                       and Compliance            Administration and
                                                 Compliance of Transamerica
                                                 Capital, Inc.; from November
                                                 1, 1998 to October 1999,
                                                 Executive Vice President--
                                                 Administration and
                                                 Compliance and Chief
                                                 Investment Officer of
                                                 Endeavor Management Co.;
                                                 since October 1999,
                                                 President, Chief Executive
                                                 Officer 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.

 Gail A. Hanson (57)   Secretary                 Since September 1994, Vice
                                                 President for PFPC Inc.
                                                 (formerly known as First
                                                 Data Investor Services
                                                 Group, Inc.) (mutual fund
                                                 adminstration).
</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.

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, 1999, the following
compensation was paid to members of the Board of Managers:

<TABLE>
<CAPTION>
                                                                     Total
                                                                  Compensation
                                                                  From Account
                                                      Aggregate     and Fund
                                                     Compensation Complex Paid
          Name of Person                             From Account to Managers
          --------------                             ------------ ------------
<S>                                                  <C>          <C>
Vincent J. McGuinness                                    -0-          -0-
Timothy A. Devin                                        $1,400      $19,400
Thomas J. Hawekotte                                     $1,400      $19,900
Steven L. Klosterman                                    $1,400      $20,400
Halbert D. Lindquist                                    $1,300      $19,300
Keith H. Wood                                           $1,400      $19,900
Vincent J. McGuinness, Jr.                               -0-          -0-
William L. Busler (retired as of November 15, 1999)      -0-          -0-
Peter F. Muratore                                       $1,400      $19,900
Larry N. Norman                                          -0-          -0-
</TABLE>

                                      -26-
<PAGE>

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 investment advisory agreements (the "advisory
agreements") 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 the Robert
Donald Van Kampen family.

Under the advisory agreements, 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 SAI. 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. No fees were paid prior to December 31, 1999 because the target
account had not commenced operations as of that date. 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 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. All of the outstanding common stock of
Endeavor Management Co. is owned by AUSA Holding Company, an affiliate of AUSA
Life.

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, PFPC, Inc. assists the
manager in the performance of its administrative responsibilities to the target
account. For its

                                      -27-
<PAGE>


administrative responsibilities, the target account pays PFPC, Inc. a fee of
$10,000 per annum per subaccount and reimburses out-of-pocket fees.

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. No fees were
paid prior to December 31, 1999 because the target account had not commenced
operations as of that date.

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, and administrative charge.)

Transfer Agent and Custodian

Boston Safe Deposit and Trust Company holds all cash and securities of each
target series subaccount as custodian. PFPC, Inc., 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 1999.

                                      -28-
<PAGE>

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 series subaccount.

Fundamental Policies

As a matter of fundamental policy, each target series subaccount may not:

  .  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;

  .  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.

  .  Margin. Purchase securities on margin;

  .  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;

  .  Real Estate. Purchase or sell real estate;

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

  .  Short Sales. Effect short sales of securities; or

  .  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:

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

  .  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; or

                                      -29-
<PAGE>

  .  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 target series 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 target series subaccount's current return.

The ability of a target series 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 target series subaccount will be able to utilize these
instruments effectively for the purposes stated below.

Writing Covered Options on Securities. A target series 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 target series subaccount's
investment objective. Call options written by a target series subaccount give
the holder the right to buy the underlying security from the target series
subaccount at a stated exercise price; put options give the holder the right to
sell the underlying security to the target series subaccount at a stated price.

A target series 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 target series 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
target series 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 target series
subaccount owns or has the right to acquire. In the case of a call written for
cross-hedging purposes or a put option, the target series subaccount will
maintain in a segregated account at the target series subaccount's custodian
bank cash or short-term U.S. government securities with a value equal to or
greater than the target series subaccount's obligation under the option. A
target series subaccount may also write combinations of covered puts and
covered calls on the same underlying security.

A target series subaccount will receive a premium from writing an option, which
increases the target series 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 target series 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 target series
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 target series 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 target
series subaccount will realize a profit (or loss) from such transaction if the

                                      -30-
<PAGE>

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 target series subaccount.

Purchasing Put and Call Options on Securities. A target series 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 target series 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
target series 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 target series 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 target series 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 target series 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 target series subaccount intends to purchase put or call options if, as a
result of any such transaction, the aggregate cost of options held by the
target series subaccount at the time of such transaction would exceed 5% of its
total assets.

Limitations. A target series 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 target series
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 target series subaccount's
ability to terminate options and futures positions at times when the adviser
deems it desirable to do so. Although a target series 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
target series 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 target series subaccounts will be
conducted on recognized exchanges. In certain instances, however, a target
series 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
target series 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
target series 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 target series subaccounts'
adviser to forecast correctly interest rate movements and general stock market
price movements. The risk increases

                                      -31-
<PAGE>

as the composition of the securities held by the target series 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 does not have the right to vote securities on loan,
but would terminate the loan and regain the right to vote if it was 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 Treasury regulations. Therefore, each target series subaccount
may deviate from its stated strategy to the extent necessary to comply with
these requirements.


                                      -32-
<PAGE>

                               PUBLISHED RATINGS

AUSA Life 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 AUSA Life. 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 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 AUSA Life 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 AUSA LIFE

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

                              RECORDS AND REPORTS

All records and accounts relating to the mutual fund account and the target
account will be maintained by AUSA Life. As presently required by the 1940 Act
and regulations promulgated thereunder, AUSA Life 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 AUSA Life does not anticipate discontinuing the offering of
the policies, however, AUSA Life reserves the right to do so.

AFSG Securities Corporation, an affiliate of AUSA Life, is the principal
underwriter of the policies and may enter into agreements with broker/dealers
for the distribution of the policies. During 1999 and 1998 the amount paid to
AFSG Securities Corporation was $310,880.08 and $202,758.60, respectively.
Prior to May 1, 1998, AEGON USA Securities, Inc. (also an affiliate of AUSA
Life) was the principal underwriter.

                                      -33-
<PAGE>


During 1998 and 1997, the amount paid to AEGON USA Securities, Inc. and/or
broker/dealers for their services was $412,538.27 and $1,430,319.48,
respectively.

The target account has adopted a distribution plan in accordance with Rule 12b-
1 under the 1940 Act for the distribution expenses (the "distribution plan")
because a portion of the mortality and expense risk fee (0.15% of separate
account assets) may be deemed to be a distribution charge. 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 AUSA Life 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, AUSA Life 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 none of the underlying
funds 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 AUSA Life 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. AUSA Life 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 AUSA Life 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 target
series subaccounts and as such has the right to vote upon any matter that may
be voted by shareholders. However, you or persons

                                      -34-
<PAGE>


receiving income payments may vote on certain aspects of the governance of the
target series 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 target series subaccount; (2) any change
in the fundamental investment policies of a target series subaccount; or
(3) any other matter requiring a vote of persons holding voting interests in
the target series subaccount. With respect to approval of the investment
advisory agreements or any change in a fundamental investment policy, owners
participating in that target series 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 target series subaccounts. The number of votes that you have will be
calculated separately for each target series subaccount. The number of votes
that you have for a target series subaccount will be determined by dividing
your policy value in the target series subaccount into the total assets of the
target series 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 target series subaccount into the total assets of the target series
subaccount and multiplying this by the total number of votes.

AUSA Life does not intend to hold annual or other periodic meetings of owners.
AUSA Life 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 target
series subaccount.

AUSA Life 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 target series
subaccounts, or to approve or disapprove an investment adviser or principal
underwriter for one or more of the target series subaccounts. In addition, AUSA
Life may disregard proxies that would require changes in the investment
objectives or policies of any target series subaccount or in an investment
adviser or principal underwriter, if AUSA Life reasonably disapproves those
changes in accordance with applicable federal regulations. If AUSA Life
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

AUSA Life may make 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 AUSA Life. The assets of each of the subaccounts are
segregated and held separate and apart from the assets of the other subaccounts
and from AUSA Life's general account assets. AUSA Life 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

                                      -35-
<PAGE>

afforded by AUSA Life's fidelity bond, presently in the amount of $5,000,000,
covering the acts of officers and employees of AUSA Life.

                                 LEGAL MATTERS

Sutherland Asbill & Brennan LLP, of Washington D.C. has provided legal advice
for AUSA Life relating to certain matters under the federal securities laws
applicable to the issue and sale of the policies.

                              INDEPENDENT AUDITORS

The statutory-basis financial statements of AUSA Life as of December 31, 1999
and 1998, and for each of the three years in the period ended December 31,
1999, and the financial statements of subaccounts of the AUSA Endeavor Variable
Annuity Account, which are available for investment by The Endeavor Variable
Annuity contract owners as of December 31, 1999, and for each of the two years
in the period then ended, included in this SAI have been audited by Ernst &
Young LLP, Independent Auditors, 801 Grand Avenue, Suite 3400, Des Moines,
Iowa, 50309.

There are no financial statements of the target account because it had not
commenced operations as of December 31, 1999.

                               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 SAI. Not all of the information set forth in the
Registration Statement, amendments and exhibits thereto has been included in
the prospectus or this SAI. Statements contained in the prospectus and this SAI
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 the interest of owners 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 certain subaccounts of the AUSA Endeavor
Variable Annuity Account, which are available for investment by The Endeavor
Variable Annuity contract owners, are contained herein. There are no financial
statements of the target account because it had not commenced operations as of
the date of this SAI. The statutory-basis financial statements of AUSA Life,
which are included in this SAI, should be considered only as bearing on the
ability of AUSA Life 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.


                                      -36-
<PAGE>

                             Financial Statements - Statutory Basis

                               AUSA Life Insurance Company, Inc.

                          Years ended December 31, 1999, 1998 and 1997
                              with Report of Independent Auditors
<PAGE>

                       AUSA Life Insurance Company, Inc.

                    Financial Statements - Statutory Basis

                 Years ended December 31, 1999, 1998 and 1997



                                    Contents
<TABLE>
<S>                                                              <C>
Report of Independent Auditors..................................  1

Audited Financial Statements

Balance Sheets - Statutory Basis................................  3
Statements of Operations - Statutory Basis......................  5
Statements of Changes in Capital and Surplus - Statutory Basis..  6
Statements of Cash Flow - Statutory Basis.......................  7
Notes to Financial Statements - Statutory Basis.................  8
</TABLE>
<PAGE>

                        Report of Independent Auditors

The Board of Directors
AUSA Life Insurance Company, Inc.

We have audited the accompanying statutory-basis balance sheets of AUSA Life
Insurance Company, Inc., an indirect wholly-owned subsidiary of AEGON N.V., as
of December 31, 1999 and 1998 and the related statutory-basis statements of
operations, changes in capital and surplus, and cash flow for each of the three
years in the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
"Separate Account Assets" and "Separate Account Liabilities" in the statutory-
basis balance sheets of the Company. The Separate Account financial statements
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the data included for the Separate Accounts,
is based solely upon the reports of the other auditors.

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 and the reports of other auditors 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 Department of Insurance of the State of New York, 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 matter 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 AUSA Life Insurance Company, Inc. at December 31, 1999 and 1998, or the
results of its operations or its cash flows for each of the three years in the
period ended December 31, 1999.

                                       1
<PAGE>

However, in our opinion, based on our audits and the reports of other auditors,
the financial statements referred to above present fairly, in all material
respects, the financial position of AUSA Life Insurance Company, Inc. at
December 31, 1999 and 1998, and the results of its operations and its cash flow
for each of the three years in the period ended December 31, 1999, in conformity
with accounting practices prescribed or permitted by the Department of Insurance
of the State of New York.

                                    /s/ Ernst & Young LLP

Des Moines, Iowa
February 18, 2000

                                       2
<PAGE>

                       AUSA Life Insurance Company, Inc.

                       Balance Sheets - Statutory Basis
                 (Dollars in thousands, except per share data)



<TABLE>
<CAPTION>
                                                                    December 31
                                                                1999            1998
                                                         --------------------------------
<S>                                                        <C>             <C>
Admitted assets
Cash and invested assets:
 Bonds                                                        $ 3,864,509     $ 4,151,780
 Stocks:
  Preferred                                                         6,789           2,582
  Common, at market (cost: $14 in 1999 and 1998)                        2               2
 Mortgage loans on real estate                                    449,603         413,107
 Real estate acquired in satisfaction of debt, at cost
  less accumulated depreciation ($1,239 in 1999 and
  $2,474 in 1998)                                                  16,865          33,986
 Policy loans                                                       3,276           3,181
 Cash and short-term investments                                   81,390          61,065
 Other invested assets                                             62,759          30,795
 Short-term notes receivable from affiliates                      136,300          10,400
                                                         --------------------------------
Total cash and invested assets                                  4,621,493       4,706,898

Receivable from affiliates                                         17,851          14,731
Premiums deferred and uncollected                                   6,572           6,408
Accrued investment income                                          58,103          64,859
Federal income taxes recoverable                                        -             527
Other assets                                                       14,901          12,567
Separate account assets                                         6,881,195       6,517,152



                                                         --------------------------------
Total admitted assets                                         $11,600,115     $11,323,142
                                                         ================================
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                     December 31
                                                                1999            1998
                                                         --------------------------------
<S>                                                        <C>             <C>
Liabilities and capital and surplus
Liabilities:
 Aggregate reserves for policies and contracts:
  Life                                                        $   138,147     $   109,132
  Annuity                                                         796,401         868,294
  Accident and health                                              16,432          16,416
 Policy and contract claim reserves:
  Life                                                              5,004           4,927
  Accident and health                                               8,190          10,302
 Other policyholders' funds                                     3,145,632       3,267,417
 Remittances and items not allocated                               44,643          58,724
 Asset valuation reserve                                           82,997          84,077
 Interest maintenance reserve                                      27,244          37,253
 Deferred interest on assets purchased                                733           5,230
 Payable under assumption reinsurance agreement                    39,118          52,837
 Other liabilities                                                 23,566           7,422
 Federal income taxes payable                                       4,507               -
 Separate account liabilities                                   6,874,006       6,497,865
                                                         --------------------------------
Total liabilities                                              11,206,620      11,019,896

Commitments and contingencies (Note 10)

Capital and surplus:
 Common stock, $125 par value, 20,000 shares authorized,
  issued and outstanding                                            2,500           2,500
 Paid-in surplus                                                  319,180         319,180
 Special surplus funds                                              2,017           1,827
 Unassigned surplus (deficit)                                      69,798         (20,261)
                                                         --------------------------------
Total capital and surplus                                         393,495         303,246
                                                         --------------------------------
Total liabilities and capital and surplus                     $11,600,115     $11,323,142
                                                         ================================
</TABLE>

See accompanying notes.

                                       4
<PAGE>

                       AUSA Life Insurance Company, Inc.

                  Statements of Operations - Statutory Basis
                            (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                 Year ended December 31
                                                        1999              1998              1997
                                                  -----------------------------------------------------
<S>                                                 <C>               <C>               <C>
Revenue:
 Premiums and other considerations, net of
  reinsurance:
  Life                                                 $   48,276        $   22,664        $   71,899
  Annuity                                               1,475,991         1,132,120         1,199,470
  Accident and health                                      29,748            32,869            39,999
 Net investment income                                    325,049           345,660           341,540
 Amortization of interest maintenance reserve               4,078             6,116             3,392
 Commissions and expense allowances on
  reinsurance ceded                                           424               302               374
 Separate account fee income                               51,872            43,525                 -
 Other income                                               5,531                 -            17,240
                                                -----------------------------------------------------
                                                        1,940,969         1,583,256         1,673,914
Benefits and expenses:
 Benefits paid or provided for:
  Life and accident and health benefits                    32,871            32,464            39,045
  Surrender benefits                                    1,937,450         1,117,653         1,175,051
  Other benefits                                           21,747            20,886            14,316
  Increase (decrease) in aggregate reserves for
   policies and contracts:
   Life                                                    29,016             5,762            52,500
   Annuity                                                (71,893)          (42,781)           65,982
   Accident and health                                         16              (131)           (1,357)
   Other                                                      778               (67)              580
  Increase (decrease) in liability for premium
   and other deposit type funds                          (122,644)           85,461            92,280
                                                -----------------------------------------------------
                                                        1,827,341         1,219,247         1,438,397
 Insurance expenses:
  Commissions                                              50,265            69,009            79,099
  General insurance expenses                               58,034            95,169            92,613
  Taxes, licenses and fees                                  1,836             1,466             3,717
  Net transfers to (from) separate accounts               (79,470)          174,435            42,490
  Other                                                       (16)              978               181
                                                -----------------------------------------------------
                                                           30,649           341,057           218,100
                                                -----------------------------------------------------
                                                        1,857,990         1,560,304         1,656,497
                                                -----------------------------------------------------
Gain from operations before federal income tax
 expense and net realized capital gains on
 investments                                               82,979            22,952            17,417
Federal income tax expense                                  7,976             4,021             5,247
                                                -----------------------------------------------------
Gain from operations before net realized
 capital gains on investments                              75,003            18,931            12,170
Net realized capital gains on investments (net
 of related federal income taxes and amounts
 transferred to interest maintenance reserve)              11,471             3,770               831
                                                -----------------------------------------------------
Net income                                             $   86,474        $   22,701        $   13,001
                                                =====================================================
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                       AUSA Life Insurance Company, Inc.

                     Statements of Changes in Capital and
                           Surplus - Statutory Basis
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                      Special      Unassigned             Total
                                             Common     Paid-in       Surplus        Surplus             Capital
                                             Stock      Surplus        Funds        (Deficit)           and Surplus
                                           ---------------------------------------------------------------------------
<S>                                          <C>         <C>           <C>          <C>              <C>
Balance at January 1, 1997                     $2,500      $319,180       $1,473      $ (4,246)         $318,907
 Net income                                         -             -          134        12,867            13,001
 Change in net unrealized capital gains
  (losses)                                          -             -            -        (2,710)           (2,710)
 Change in non-admitted assets                      -             -            -        (8,483)           (8,483)
 Change in liability for reinsurance in
  unauthorized companies                            -             -            -            29                29
 Change in asset valuation reserve                  -             -            -       (20,446)          (20,446)
 Net change in separate account surplus             -             -            -           (49)              (49)
 Prior year federal income tax adjustment           -             -            -            59                59
                                           ---------------------------------------------------------------------------
Balance at December 31, 1997                    2,500       319,180        1,607       (22,979)          300,308
 Net income                                         -             -          220        22,481            22,701
 Change in net unrealized capital gains
  (losses)                                          -             -            -         4,439             4,439
 Change in non-admitted assets                      -             -            -          (291)             (291)
 Change in liability for reinsurance in
  unauthorized companies                            -             -            -            18                18
 Change in asset valuation reserve                  -             -            -       (16,753)          (16,753)
 Net change in separate account surplus             -             -            -           824               824
 Dividend to stockholder                            -             -            -        (8,000)           (8,000)
                                           ---------------------------------------------------------------------------
Balance at December 31, 1998                    2,500       319,180        1,827       (20,261)          303,246
 Net income                                         -             -          190        86,284            86,474
 Change in net unrealized capital gains
  (losses)                                          -             -            -        (2,666)           (2,666)
 Change in non-admitted assets                      -             -            -         8,957             8,957
 Change in liability for reinsurance in
  unauthorized companies                            -             -            -          (394)             (394)
 Change in asset valuation reserve                  -             -            -         1,080             1,080
 Net change in separate account surplus             -             -            -        (3,202)           (3,202)
                                           ---------------------------------------------------------------------------
Balance at December 31, 1999                   $2,500      $319,180       $2,017      $ 69,798          $393,495
                                           ===========================================================================
</TABLE>

See accompanying notes.

                                       6
<PAGE>

                       AUSA Life Insurance Company, Inc.

                    Statement of Cash Flow - Statutory Basis
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                               Year ended December 31
                                                                     1999               1998               1997
                                                             --------------------------------------------------------
<S>                                                            <C>                <C>                <C>
Operating activities
Premiums and other considerations, net of reinsurance               $ 1,569,443        $ 1,191,035        $ 1,340,757
Net investment income                                                   343,327            353,054            340,150
Life and accident and health claims                                     (34,919)           (33,979)           (40,151)
Surrender benefits and other fund withdrawals                        (1,937,450)        (1,117,653)        (1,175,051)
Other benefits to policyholders                                         (21,733)           (20,876)           (14,290)
Commissions, other expenses and other taxes                            (125,507)          (169,784)          (184,457)
Net transfers (to) from separate account                                131,083           (130,976)           (43,309)
Federal income taxes paid                                                (2,942)            (5,558)            (4,704)
Other, net                                                              (26,319)            (3,806)            (3,744)
                                                             --------------------------------------------------------
Net cash provided by (used in) operating activities                    (105,017)            61,457            215,201

Investing activities
Proceeds from investments sold, matured or repaid:
 Bonds and preferred stocks                                           1,843,152          1,381,784            968,184
 Common stocks                                                           55,050                164                  -
 Mortgage loans on real estate                                          144,620            138,723            179,810
 Real estate                                                             46,449             22,067             25,104
 Policy loans                                                                 -                  -                 16
 Other                                                                    3,847                (21)                 -
                                                             --------------------------------------------------------
                                                                      2,093,118          1,542,717          1,173,114
Cost of investments acquired:
 Bonds and preferred stocks                                          (1,588,268)        (1,554,838)        (1,260,122)
 Common stocks                                                          (55,050)                 -               (103)
 Mortgage loans on real estate                                         (178,473)           (51,862)           (60,722)
 Real estate                                                            (27,721)              (561)                 -
 Policy loans                                                               (95)              (135)              (146)
 Other                                                                    7,731              5,756            (17,805)
                                                             --------------------------------------------------------
                                                                     (1,841,876)        (1,601,640)        (1,338,898)
                                                             --------------------------------------------------------
Net cash provided by (used in) investing activities                     251,242            (58,923)          (165,784)

Financing activities
Issuance of intercompany notes, net                                    (125,900)            (1,600)            (9,400)
Dividends to stockholders                                                     -             (8,000)                 -
                                                             --------------------------------------------------------
Net cash used in financing activities                                  (125,900)            (9,600)            (9,400)
                                                             --------------------------------------------------------
Increase (decrease) in cash and short-term investments                   20,325             (7,066)            40,017

Cash and short-term investments at beginning of year                     61,065             68,131             28,114
                                                             --------------------------------------------------------
Cash and short-term investments at end of year                      $    81,390        $    61,065        $    68,131
                                                             ========================================================
</TABLE>

See accompanying notes.

                                       7
<PAGE>

                       AUSA Life Insurance Company, Inc.

                Notes to Financial Statements - Statutory Basis
                            (Dollars in thousands)

                               December 31, 1999

1. Organization and Summary of Significant Accounting Policies

Organization

AUSA Life Insurance Company, Inc. ("the Company") is a stock life insurance
company and is 82 percent owned by First AUSA Life Insurance Company ("First
AUSA"), a wholly-owned subsidiary of AEGON USA, Inc. ("AEGON"), and 18 percent
owned by Veterans Life Insurance Company, an indirect wholly-owned subsidiary of
AEGON. AEGON is a wholly-owned subsidiary of AEGON N.V., a holding company
organized under the laws of The Netherlands. Effective September 24, 1993, First
AUSA purchased from The Dreyfus Corporation ("Dreyfus"), its entire interest in
Dreyfus Life Insurance Company and subsequently changed the name to AUSA Life
Insurance Company, Inc. On December 31, 1993, the Company entered into an
assumption reinsurance agreement with Mutual of New York ("MONY") to transfer
certain group pension business of MONY to the Company.

On October 1, 1998, the Company completed a merger with First Providian Life and
Health Insurance Company ("FPLH"), an indirect wholly-owned subsidiary of
Commonwealth General Corporation which, in turn, is an indirect wholly-owned
subsidiary of AEGON, whereby FPLH was merged directly into the Company. The
accompanying financial statements give retroactive effect as if the merger had
occurred on January 1, 1997 in conformity with the practices of the National
Association of Insurance Commissioners (NAIC) and accounting practices
prescribed or permitted by the Department of Insurance of the State of New York.
This merger was accounted for as a statutory merger, which is similar to the
pooling of interests method of accounting and, accordingly, the historical book
values carried over from the separate companies to the Company.

Nature of Business

The Company primarily sells group fixed and variable annuities and group life
coverages. The Company is licensed in 49 states and the District of Columbia and
is in the process of becoming licensed in New Jersey. Sales of the Company's
products are primarily through brokers.

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.

                                       8
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



1. Organization and Summary of Significant Accounting Policies (continued)

Significant estimates and assumptions are utilized in the calculation of
aggregate policy reserves, policy and contract reserves, guarantee 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 Department of Insurance of
the State of New York ("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) certain separate accounts provide
policyholders with a guaranteed return; these separate accounts are included in
the general account assets and liabilities for GAAP purposes due to the nature
of the guaranteed return, (d) 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; (e) policy reserves on certain investment products use discounting
methodologies utilizing statutory interest rates rather than full account
values; (f) reinsurance amounts are netted against the corresponding asset or
liability rather than shown as gross amounts on the balance sheet; (g) deferred
income taxes are not provided for the difference between the financial statement
and income tax bases of assets and liabilities; (h) 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; (i) 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; (j) certain assets designated as "non-admitted assets" have been
charged to surplus rather than being reported as assets; (k) revenues for
universal life and investment products 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; (l)
pension expense is recorded as amounts are paid; (m) stock options settled in
cash are recorded as an expense of the Company's indirect parent rather than
charged to current operations; (n) adjustments to federal income taxes of prior
years are charged or

                                       9
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



1. Organization and Summary of Significant Accounting Policies (continued)

credited directly to unassigned surplus, rather than reported as a component of
expense in the statement of operations; and (o) gains or losses on dispositions
of business are charged or credited directly to unassigned surplus rather than
being reported in the statement of operations. The effects of these variances
have not been determined by the Company, but are presumed to be material.

In 1998, the NAIC adopted codified statutory accounting principles
("Codification"), effective January 1, 2001. 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 New York 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 New York 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 Short-Term Investments

For purposes of the statements of cash flow, the Company considers all highly
liquid investments with remaining maturity of one year or less when purchased to
be short-term investments.

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. Amortized costs for bonds and mortgage loans on real
estate that were acquired through the reinsurance agreement described earlier
were initially recorded at market value, consistent with the aforementioned
agreement and as prescribed by the Department of Insurance of the State of New
York. Amortization is computed using methods which result in a level yield over
the expected life of the security. 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
are carried at

                                       10
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



1. Organization and Summary of Significant Accounting Policies (continued)

market. 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 New York Insurance Laws.

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 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 real estate
where rent is in arrears for more than three months. Further, income is not
accrued when collection is uncertain. During 1999, 1998 and 1997, the Company
excluded investment income due and accrued of $261, $216 and $473, respectively,
with respect to such practices.

The Company uses interest rate swaps as part of its overall interest rate risk
management strategy for certain life insurance and annuity products. The net
interest effect of such swap transactions is reported as an adjustment of
interest income from the hedged items as incurred.

Deferred income for unrealized gains and losses on the securities valued at
market at the time of the assumption reinsurance agreement (described in Note 4)
are returned to MONY at the time of realization pursuant to the agreement.

Aggregate Policy Reserves

Life, annuity and accident and health benefit reserves are developed by
actuarial methods and are determined based on published tables using 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.

                                       11
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



1. Organization and Summary of Significant Accounting Policies (continued)

The aggregate policy reserves for life insurance policies are based principally
upon the 1941, 1958 and 1980 Commissioners' Standard Ordinary Mortality Tables.
The reserves are calculated using interest rates ranging from 2.50 to 6.50
percent and are computed principally on the Net Level Premium Valuation and the
Commissioners' Reserve Valuation Method. 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 3.00 to
8.50 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.

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 separate account contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. Income and gains and losses with respect to these assets
accrue to the benefit of the contract owners and, accordingly, the operations of
the separate accounts are not included in the accompanying financial statements.

Certain separate account assets and liabilities reported in the accompanying
financial statements contain contractual guarantees. Guaranteed separate
accounts represent funds invested by the Company for the benefit of individual
contract holders who are guaranteed certain returns as specified in the
contracts. Separate account asset performance different than guaranteed
requirements is either transferred to or received

                                       12
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



1. Organization and Summary of Significant Accounting Policies (continued)

from the general account and reported in the statements of operations.
Guaranteed separate account assets and liabilities are reported at estimated
fair value except for certain government and fixed-rate separate accounts, which
are carried at amortized cost. The assets and liabilities of the nonguaranteed
separate accounts are carried at estimated fair value.

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.

Reclassifications

Certain reclassifications have been made to the 1999 financial statements to
conform to the 1998 and 1997 presentation.


2. Fair Values of Financial Instruments

Statement of Financial Accounting Standards (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 disclosures 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 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.

                                       13
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



2. Fair Values of Financial Instruments (continued)

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
 statutory-basis 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 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 its carrying amount.

 Short-term notes receivable from affiliates: The fair values for short-term
 notes receivable from affiliates are 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 swaps: 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.

                                       14
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



2. Fair Values of Financial Instruments (continued)

The following sets forth a comparison of the fair values and carrying amounts of
the Company's financial instruments subject to the provisions of SFAS No. 107
and No. 119:

<TABLE>
<CAPTION>
                                                                         December 31
                                                         1999                                   1998
                                         ----------------------------------     ----------------------------------
                                             Carrying                               Carrying
                                              Amount         Fair Value              Amount         Fair Value
                                         ----------------------------------     ----------------------------------
<S>                                     <C>              <C>                   <C>              <C>
 Admitted assets
 Cash and short-term investments             $   81,390       $   81,390            $   61,065       $   61,065
 Bonds                                        3,864,509        3,767,465             4,151,780        4,246,901
 Preferred stock                                  6,789            6,579                 2,582            2,529
 Common stock                                         2                2                     2                2
 Mortgage loans on real estate                  449,603          439,799               413,107          429,716
 Interest rate swap                                   -             (174)                    -                -
 Policy loans                                     3,276            3,276                 3,181            3,181
 Short-term notes receivable from
  affiliates                                    136,000          136,300                10,400           10,400
 Separate account assets                      6,881,195        6,866,675             6,517,152        6,527,180

 Liabilities
 Investment contract liabilities              3,940,657        3,841,080             4,134,507        4,057,004
 Separate account annuities                   6,798,987        6,753,227             6,408,436        6,387,445
</TABLE>

3. Investments

The carrying amounts and estimated fair values of investments in debt securities
were as follows:

<TABLE>
<CAPTION>
                                                                   Gross           Gross
                                                  Carrying       Unrealized      Unrealized    Estimated Fair
                                                   Amount          Gains           Losses          Value
                                             ----------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
December 31, 1999
Bonds:
  United States Government and agencies            $   59,439       $    85        $  2,589        $   56,935
  State, municipal and other government                74,897           454           1,410            73,941
  Public utilities                                    281,024           693           9,538           272,179
  Industrial and miscellaneous                      2,190,297        10,886          69,634         2,131,549
  Mortgage-backed and asset-backed securities
                                                    1,258,852         4,816          30,807         1,232,861
                                             ----------------------------------------------------------------
                                                    3,864,509        16,934         113,978         3,767,465
 Preferred stocks                                       6,789             8             218             6,579
                                             ----------------------------------------------------------------
                                                   $3,871,298       $16,942        $114,196        $3,774,044
                                             ================================================================
</TABLE>

                                       15
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



3. Investments (continued)

<TABLE>
<CAPTION>
                                                                     Gross           Gross
                                                    Carrying       Unrealized      Unrealized    Estimated Fair
                                                     Amount          Gains           Losses          Value
                                             ------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
December 31, 1998
Bonds:
  United States Government and agencies            $   99,834        $  1,776         $   285      $  101,325
  State, municipal and other government                38,387           1,427           1,625          38,189
  Public utilities                                    355,719          10,239             825         365,133
  Industrial and miscellaneous                      2,398,132          88,051          25,538       2,460,645
  Mortgage-backed and asset-backed securities       1,259,708          27,387           5,486       1,281,609
                                             ----------------------------------------------------------------
                                                    4,151,780         128,880          33,759       4,246,901
 Preferred stocks                                       2,582               -              53           2,529
                                             ----------------------------------------------------------------
                                                   $4,154,362        $128,880         $33,812      $4,249,430
                                             ================================================================
</TABLE>

The carrying amounts and estimated fair values of bonds at December 31, 1999, 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
                                                              Amount        Fair Value
                                                        --------------------------------
<S>                                                       <C>             <C>
 Due in one year or less                                      $  182,460      $  182,521
 Due after one year through five years                         1,643,466       1,601,064
 Due after five years through ten years                          592,008         574,987
 Due after ten years                                             187,723         176,032
                                                        --------------------------------
                                                               2,605,657       2,534,604
 Mortgage-backed and asset-backed securities                   1,258,852       1,232,861
                                                        --------------------------------
                                                              $3,864,509      $3,767,465
                                                        ================================
</TABLE>

                                       16
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                            (Dollars in thousands)



3. Investments (continued)

A detail of net investment income is presented below:

<TABLE>
<CAPTION>
                                                          Year ended December 31
                                                  1999             1998             1997
                                           --------------------------------------------------
<S>                                          <C>              <C>              <C>
 Interest on bonds and notes                       $290,534         $290,967         $285,730
 Mortgage loans                                      34,863           46,027           57,659
 Real estate                                          7,176           12,741           13,976
 Dividends on equity investments                          -              254              223
 Interest on policy loans                                49              317              168
 Derivative instruments                              (2,600)          (3,265)             100
 Other investment income                              9,139            9,568            1,543
                                           --------------------------------------------------
 Gross investment income                            339,161          356,609          359,399

 Less investment expenses                            14,112           10,949           17,859
                                           --------------------------------------------------
 Net investment income                             $325,049         $345,660         $341,540
                                           ==================================================
</TABLE>

Proceeds from sales and maturities of debt securities and related gross realized
gains and losses were as follows:

<TABLE>
<CAPTION>
                                                          Year ended December 31
                                                  1999             1998             1997
                                           --------------------------------------------------
<S>                                          <C>              <C>              <C>
 Proceeds                                        $1,843,152       $1,381,784         $968,184
                                           ==================================================

 Gross realized gains                            $   11,207       $   19,871         $ 19,165
 Gross realized losses                              (22,545)          (5,974)         (11,997)
                                           --------------------------------------------------
 Net realized gains (losses)                     $  (11,338)      $   13,897         $  7,168
                                           ==================================================
</TABLE>

At December 31, 1999, investments with an aggregate carrying amount of $2,853
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.

                                       17
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



3. Investments (continued)

Realized investment gains (losses) for investments are summarized below:

<TABLE>
<CAPTION>
                                                                 Realized
                                          ----------------------------------------------------
                                                          Year ended December 31
                                                 1999              1998              1997
                                          ----------------------------------------------------
<S>                                         <C>              <C>               <C>
 Debt securities                                  $(11,338)         $ 13,897          $  7,168
 Common stock                                            -                60                 -
 Preferred stock                                         -               170                (7)
 Short-term investments                                373               (41)               (6)
 Mortgage loans on real estate                       1,161               325               287
 Real estate                                         2,463             3,967             4,059
 Other invested assets                               9,407             2,859             5,035
                                          ----------------------------------------------------
                                                     2,066            21,237            16,536

 Federal income tax effect                           3,474                20              (747)
 Transfer (to) from interest maintenance
  reserve                                            5,931           (17,487)          (14,958)
                                          ----------------------------------------------------
 Total realized gains                             $ 11,471          $  3,770          $    831
                                          ====================================================
</TABLE>

During 1999, the Company issued mortgage loans with interest rates ranging from
6.77% to 8.49%. The maximum percentage of any one loan to the value of the
underlying real estate at origination was 95%. No mortgage loans were non-income
producing for the previous twelve months and, accordingly, no accrued interest
related to these mortgage loans was excluded from investment income. The Company
requires all mortgage loans to carry fire insurance equal to the value of the
underlying property.

During 1999, 1998 and 1997, there were $17,959, $2,796 and $4,427, respectively,
in foreclosed mortgage loans that were transferred to real estate. At December
31, 1999 and 1998, the Company held a mortgage loan loss reserve in the asset
valuation reserve of $36,273 and $34,083, respectively. The mortgage loan
portfolio is diversified by geographic region and specific collateral property
type as follows:

                                       18
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



3. Investments (continued)

<TABLE>
<CAPTION>
              Geographic Distribution                             Property Type Distribution
- --------------------------------------------------     ---------------------------------------------
                                   December 31                                       December 31
                                 1999       1998                                   1999       1998
                             ---------------------                             ---------------------
<S>                            <C>        <C>            <C>                     <C>        <C>
South Atlantic                       26%        22%      Office                        37%        37%
E. North Central                     15         20       Retail                        23         24
Mountain                             14         20       Industrial                    20         29
Mid-Atlantic                         13          9       Apartment                      6          4
W. South Central                     12          9       Agricultural                   8          2
Pacific                              10          8       Other                          6          4
New England                           4          7
W. North Central                      4          3
E. South Central                      2          2
</TABLE>

At December 31, 1999, 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 interest rate swap agreements 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. 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 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, 1999 and 1998, 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
                                                             ----------------------------
                                                                   1999          1998
                                                             ----------------------------
<S>                                                            <C>           <C>
 Derivative securities:
  Interest rate swaps:
   Receive fixed - pay floating                                    $103,700       $74,588
   Receive floating- pay fixed                                       10,000             -
</TABLE>

                                       19
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



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.

Premiums earned reflect the following reinsurance assumed and ceded amounts for
the year ended December 31:

<TABLE>
<CAPTION>
                                                  1999             1998             1997
                                           --------------------------------------------------
<S>                                          <C>              <C>              <C>
    Direct premiums                              $1,548,392       $1,183,777       $1,309,731
    Reinsurance assumed                               8,301            6,415            6,905
    Reinsurance ceded                                (2,678)          (2,539)          (5,268)
                                           --------------------------------------------------
    Net premiums earned                          $1,554,015       $1,187,653       $1,311,368
                                           ==================================================
</TABLE>

The Company received reinsurance recoveries in the amounts of $2,983, $2,493 and
$1,992 during 1999, 1998 and 1997, respectively.

The aggregate reserves for policies and contracts were reduced for reserve
credits for reinsurance ceded at December 31, 1999 and 1998 of $118,070 and
$143,819, respectively.

On December 31, 1993, the Company and MONY entered into an assumption
reinsurance agreement whereby all of the general account liabilities were
novated to the Company from MONY as state approvals were received. In accordance
with the agreement, MONY will receive payments relating to the performance of
the assets and liabilities that existed at the date of closing for a period of
nine years. These payments will be reduced for certain administrative expenses
as defined in the agreement. The Company will recognize operating gains and
losses on renewal premiums received after December 31, 1993 of the business in-
force at December 31, 1993, and on all new business written after that date. At
the end of nine years from the date of closing, the Company will purchase from
MONY the remaining transferred business inforce based upon a formula described
in the agreement. At December 31, 1999 and 1998, the Company owed MONY $39,118
and $52,837, respectively, which represents the amount earned by MONY under the
gain sharing calculation and certain fees for investment management services for
the respective years. In connection with the transaction, MONY purchased
$150,000 and $50,000 in Series A and Series B notes, respectively, of AEGON. The
proceeds were used to enhance the surplus of the Company. Both the Series A and
Series B notes bear a market rate of interest and mature in nine years from the
date of closing.

                                       20
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



4. Reinsurance (continued)

AEGON provides general and administrative services for the transferred business
under a related agreement with MONY. The agreement specifies prescribed rates
for expenses to administer the business up to certain levels. In addition, AEGON
also provides investment management services on the assets underlying the new
business written by the Company while MONY continues to provide investment
management services for assets supporting the remaining policy liabilities which
were transferred at December 31, 1993.


5. Income Taxes

For federal income tax purposes, the Company joins in a consolidated income 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 primarily due
to differences in the statutory and tax treatment of certain investments,
deferred policy acquisition costs, stock options exercised, dividends received
deduction, carryforward (utilization) of net operating loss, IMR amortization,
and certain adjustments related to the agreement between MONY and the Company.
These adjustments caused the Company to calculate federal income tax expense
using alternative minimum tax requirements in 1998.

Federal income tax expense differs from the amount computed by applying the
statutory federal income tax rate to net realized capital gains (losses) on
investments due to the agreement between MONY and the Company, as discussed in
Note 4 to the financial statements. In accordance with this agreement, these
gains and losses are included in the net payments MONY will receive relating to
the performance of the assets that existed at the date of closing. Accordingly,
income taxes relating to gains and losses on such assets are not provided for on
the income tax return filed by the Company.

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 ($2,427 at December 31, 1999). To the extent dividends are paid from the
amount accumulated in the policyholders' surplus

                                       21
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



5. Income Taxes (continued)

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 $849.

The Company expects to utilize a net operating loss carryforward of $32,539 in
the 1999 consolidated tax return.

In 1998, the Company reached a final settlement with the Internal Revenue
Service for years 1993 through 1995 resulting in no tax due or refunded. An
examination of 1996 and 1997 is currently in process.


6. Policy and Contract Attributes

A portion of the Company's policy reserves and other policyholders' funds relate
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 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
                                                              1999                                1998
                                              ---------------------------------     -----------------------------
                                                                    Percent of                         Percent of
                                                     Amount           Total               Amount          Total
                                              ---------------------------------     -----------------------------
<S>                                             <C>               <C>                 <C>              <C>
 Subject to discretionary withdrawal with
  market value adjustment                            $   924,075              8%          $   912,692           9%
 Subject to discretionary withdrawal at book
  value less surrender charge                            998,443              9             1,013,495          10
 Subject to discretionary withdrawal at
  market value                                         4,418,345             41             3,678,649          34
 Subject to discretionary withdrawal at book
  value (minimal or no charges or adjustments)         2,395,732             22             2,666,670          25
 Not subject to discretionary withdrawal               2,121,526             20             2,416,602          22
                                                   ----------------------------         -------------------------
                                                      10,858,121            100%           10,688,108         100%
                                                                    ===========                          ========
 Less reinsurance ceded                                  117,178                              143,475
                                                   -------------                        -------------
 Total policy reserves on annuities and
  deposit fund liabilities                           $10,740,943                          $10,544,633
                                                   =============                        =============
</TABLE>

                                       22
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



6. Policy and Contract Attributes (continued)

Separate account assets held by the Company represent contracts where the
benefit is determined by the performance of the investments held in the separate
account. Information regarding the separate accounts of the Company as of and
for the years ended December 31, 1999, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                           Guaranteed      Non-guaranteed
                                            Separate          Separate
                                             Account          Account             Total
                                          ----------------------------------------------------
<S>                                      <C>              <C>                 <C>
 Premiums, deposits and other
  considerations for the year ended
  December 31, 1999                           $  205,834          $1,002,770     $1,208,604
                                       ====================================================

 Reserves for separate accounts with
  assets at:
  Fair value                                  $1,925,973          $4,310,332     $6,236,305
  Amortized cost                                 562,682                   -        562,682
                                       ----------------------------------------------------
 Total                                        $2,488,655          $4,310,332     $6,798,987
                                       ====================================================

 Premiums, deposits and other
  considerations for the year ended
  December 31, 1998                           $   84,150          $  767,676     $  851,826
                                       ====================================================

 Reserves for separate accounts with
  assets at:
  Fair value                                  $2,350,983          $3,461,715     $5,812,698
  Amortized cost                                 595,738                   -        595,738
                                       ----------------------------------------------------
 Total                                        $2,946,721          $3,461,715     $6,408,436
                                       ====================================================

 Premiums, deposits and other
  considerations for the year ended
  December 31, 1997                           $  147,638          $  648,056     $  795,694
                                       ====================================================

 Reserves for separate accounts with
  assets at:
  Fair value                                  $2,204,931          $2,767,245     $4,972,176
  Amortized cost                                 622,703                   -        622,703
                                       ----------------------------------------------------
 Total                                        $2,827,634          $2,767,245     $5,594,879
                                       ====================================================
</TABLE>

                                       23
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



6. Policy and Contract Attributes (continued)

There may be certain restrictions placed upon the amount of funds that can be
withdrawn without penalty. The amount of separate account liabilities on these
products, by withdrawal characteristics, is summarized as follows:

<TABLE>
<CAPTION>
                                             Guaranteed      Non-guaranteed
                                              Separate          Separate
                                              Account           Account            Total
                                         ----------------------------------------------------
<S>                                        <C>             <C>                 <C>
December 31, 1999
 Subject to discretionary withdrawal
  with market value adjustment                 $  335,351          $        -      $  335,351
 Subject to discretionary withdrawal at
  book value less surrender charge                227,331                   -         227,331
 Subject to discretionary withdrawal at
  market value                                    108,013           4,310,332       4,418,345
 Not subject to discretionary withdrawal        1,817,960                   -       1,817,960
                                         ----------------------------------------------------
                                               $2,488,655          $4,310,332      $6,798,987
                                         ====================================================
 December 31, 1998
 Subject to discretionary withdrawal
  with market value adjustment                 $  345,379          $        -      $  345,379
 Subject to discretionary withdrawal at
  book value less surrender charge                250,359                   -         250,359
 Subject to discretionary withdrawal at
  market value                                    216,935           3,461,715       3,678,650
 Not subject to discretionary withdrawal        2,134,048                   -       2,134,048
                                         ----------------------------------------------------
                                               $2,946,721          $3,461,715      $6,408,436
                                         ====================================================
</TABLE>

A reconciliation of the amounts transferred to and from the separate accounts is
presented below:

<TABLE>
<CAPTION>
                                                                           Year ended December 31
                                                                 1999              1998                1997
                                                         --------------------------------------------------------
<S>                                                        <C>               <C>                <C>
 Transfers as reported in the summary of operations of
  the separate accounts annual statement:
  Transfers to separate accounts                               $ 1,207,636          $ 851,826           $ 795,663
  Transfers from separate accounts                              (1,290,346)          (679,796)           (767,049)
                                                         --------------------------------------------------------
 Net transfers to (from) separate accounts                         (82,710)           172,030              28,614

 Reconciling adjustments - HUB level fees not paid to
  AUSA general account                                               3,240              1,317              13,756
  Fees paid to external fund manager                                     -                  -                 120
  Assumption of liabilities via merger of FPLH                           -              1,088                   -
                                                         --------------------------------------------------------
 Net adjustments                                                     3,240              2,405              13,876
                                                         --------------------------------------------------------
 Net transfers as reported in the summary of operations
  of the life, accident and health annual statement            $   (79,470)         $ 174,435           $  42,490
                                                         ========================================================
</TABLE>

                                       24
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



6. Policy and Contract Attributes (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, 1999 and 1998, 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, 1999
Life and annuity:
  Ordinary direct first year business                     $  400         $  276     $  124
  Ordinary direct renewal business                         6,454          1,080      5,374
  Group life direct business                               1,030            427        603
  Credit life                                                 42              -         42
  Reinsurance ceded                                          (15)             -        (15)
                                                    --------------------------------------
                                                           7,911          1,783      6,128
 Accident and health:
  Direct                                                     484              -        484
  Reinsurance ceded                                          (40)             -        (40)
                                                    --------------------------------------
 Total accident and health                                   444              -        444
                                                    --------------------------------------
                                                          $8,355         $1,783     $6,572
                                                    ======================================
 December 31, 1998
 Life and annuity:
  Ordinary direct first year business                     $  351         $  339     $   12
  Ordinary direct renewal business                         6,760          1,087      5,673
  Group life direct business                                 851            482        369
  Credit life                                                 37              -         37
  Reinsurance ceded                                           (6)             -         (6)
                                                    --------------------------------------
                                                           7,993          1,908      6,085
 Accident and health:
  Direct                                                     363              -        363
  Reinsurance ceded                                          (40)             -        (40)
                                                   ---------------------------------------
 Total accident and health                                   323              -        323
                                                    --------------------------------------
                                                          $8,316         $1,908     $6,408
                                                    ======================================
</TABLE>

At December 31, 1999 and 1998, the Company had insurance in force aggregating
$425,151 and $474,471, respectively, in which the gross premiums are less than
the net premiums required by the valuation standards established by the
Department of Insurance of the State of New York. The Company established policy
reserves of $1,250 and $1,348 to cover these deficiencies at December 31, 1999
and 1998, respectively.

                                       25
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



7. Dividend Restrictions

The Company is subject to certain limitations relative to statutory surplus,
imposed by the State of New York, on the payment of dividends to its parent
company.

The Company paid dividends to its parent of $8,000 in 1998. The Company is not
entitled to pay out any dividends in 1999 without prior approval.


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 SFAS
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. The Company's allocation of pension expense for each of the years
ended December 31, 1999, 1998 and 1997 was negligible. The plan is subject to
the reporting and disclosure requirements of the Employee Retirement 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 Income Security Act of 1974. The Company
was allocated $10, $9 and $12 of expense for the years ended December 31, 1999,
1998 and 1997, respectively.

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's allocation of
postretirement expenses was negligible for each of the years ended December 31,
1999, 1998 and 1997.

                                       26
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



9. Related Party Transactions

In accordance with an agreement between AEGON and the Company, AEGON will ensure
the maintenance of certain minimum tangible net worth, operating leverage and
liquidity levels of the Company, as defined in the agreement, through the
contribution of additional capital by the Company's parent as needed.

The Company shares certain officers, employees and general expenses with
affiliated companies.

The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1999, 1998
and 1997, the Company paid $6,940, $5,650 and $7,330, respectively, for these
services, which approximates their costs to the affiliates.

Payable to affiliates and intercompany borrowings bear interest at the thirty-
day commercial paper rate of 5.7% at December 31, 1999. During 1999, 1998 and
1997, the Company paid net interest of $485, $232 and $142, respectively, to
affiliates.


10. Commitments and Contingencies

The Company has issued Trust (synthetic) GIC contracts to plan sponsors totaling
$186,478 and $153,146 at December 31, 1999 and 1998, respectively, pursuant to
terms under which the plan sponsor retains ownership of the assets related to
these contracts. The Company guarantees benefit responsiveness in the event that
plan benefit requests and other contractual commitments exceed plan cash flows.
The plan sponsor agrees to reimburse the Company for such benefit payments with
interest, either at a fixed or floating rate, from future plan and asset cash
flows. In return for this guarantee, the Company receives a premium which varies
based on such elements as benefit responsive exposure and contract size. The
Company underwrites the plans for the possibility of having to make benefit
payments and also must agree to the investment guidelines to ensure appropriate
credit quality and cash flow matching. Funding requirements to date have been
minimal and management does not anticipate any future material funding
requirements that would have a material effect on reported financial results.
The assets relating to such contracts are not recognized in the Company's
statutory-basis financial statements.

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.

                                       27
<PAGE>

                       AUSA Life Insurance Company, Inc.

          Notes to Financial Statements - Statutory Basis (continued)
                             (Dollars in thousands)



10. Commitments and Contingencies (continued)

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. In accordance with the purchase agreement,
assessments related to periods prior to the purchase of the Company will be paid
by Dreyfus and assessments attributable to business reinsured from MONY for
premiums received prior to the date of the transaction will be paid by MONY (see
Note 1). The Company will be responsible for assessments, if any, attributable
to premium income after the date of purchase. 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 guaranty fund expense was $46, $126 and $586 for the years ended December
31, 1999, 1998 and 1997, respectively.

                                       28
<PAGE>

                             Financial Statements

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                         Year ended December 31, 1999
                      with Report of Independent Auditors
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                             Financial Statements

                         Year ended December 31, 1999




                                    Contents

Report of Independent Auditors.............................................   1

Financial Statements

Balance Sheets.............................................................   2
Statements of Operations...................................................   6
Statements of Changes in Contract Owners' Equity...........................  10
Notes to Financial Statements..............................................  14
<PAGE>

                         Report of Independent Auditors




The Board of Directors and Contract Owners
of The Endeavor Variable Annuity,
AUSA Life Insurance Company, Inc.


We have audited the accompanying balance sheets of AUSA Endeavor Variable
Annuity Account (the "Separate Account", comprised of the Endeavor Money Market,
Endeavor Asset Allocation, T. Rowe Price International Stock, Endeavor Value
Equity, Dreyfus Small Cap Value, Dreyfus U.S. Government Securities, T. Rowe
Price Equity Income, T. Rowe Price Growth Stock, Endeavor Opportunity Value,
Endeavor Enhanced Index, Endeavor Janus Growth, Endeavor Select 50, and Endeavor
High Yield subaccounts), which are available for investment by contract owners
of The Endeavor Variable Annuity, as of December 31, 1999, and the related
statements of operations for the period then ended as indicated thereon and
changes in contract owners' equity for the periods indicated thereon. These
financial statements are the responsibility of the Separate 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 auditing standards generally accepted
in the United States. 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,
1999, by correspondence with the mutual fund's 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 each of the respective
subaccounts of AUSA Endeavor Variable Annuity which are available for investment
by contract owners of the Endeavor Variable Annuity at December 31, 1999, and
the results of their operations for the period then ended as indicated thereon
and changes in their contract owners' equity for the periods indicated thereon
in conformity with accounting principles generally accepted in the United
States.


                                                           /s/ Ernst & Young LLP

Des Moines, Iowa
January 28, 2000

                                       1
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                                Balance Sheets

                               December 31, 1999

<TABLE>
<CAPTION>
                                                                                               Endeavor
                                                                                             Money Market
                                                                                              Subaccount
                                                                                           -----------------
<S>                                                                                        <C>
Assets
Cash                                                                                       $           2
Investments in mutual funds, at current market value:
   Endeavor Series Trust:
     Endeavor Money Market Portfolio                                                           1,642,437
     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 Price Growth Stock Portfolio                                                              -
     Endeavor Opportunity Value Portfolio                                                              -
     Endeavor Enhanced Index Portfolio                                                                 -
     Endeavor Janus Growth Portfolio                                                                   -
     Endeavor Select 50 Portfolio                                                                      -
     Endeavor High Yield Portfolio                                                                     -
                                                                                           -----------------
Total investments in mutual funds                                                              1,642,437
                                                                                           -----------------
Total assets                                                                                  $1,642,439
                                                                                           =================

Liabilities and contract owners' equity Liabilities:
   Contract terminations payable                                                           $           -
                                                                                           -----------------
Total liabilities                                                                                      -

Contract owners' equity:
   Deferred annuity contracts terminable by owners                                             1,642,439
                                                                                           -----------------
Total liabilities and contract owners' equity                                                 $1,642,439
                                                                                           =================
</TABLE>

See accompanying notes.

                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Dreyfus U. S.
    Endeavor Asset         T. Rowe Price           Endeavor            Dreyfus Small        Government
     Allocation            International         Value Equity            Cap Value          Securities
     Subaccount           Stock Subaccount        Subaccount             Subaccount         Subaccount
- -----------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                  <C>                   <C>
      $        -             $        -            $        -            $        -           $        -

               -                      -                     -                     -                    -
       7,113,204                      -                     -                     -                    -
               -              9,830,966                     -                     -                    -
               -                      -             7,501,568                     -                    -
               -                      -                     -             6,589,852                    -
               -                      -                     -                     -            2,536,904
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
               -                      -                     -                     -                    -
- -----------------------------------------------------------------------------------------------------------
       7,113,204              9,830,966             7,501,568             6,589,852            2,536,904
- -----------------------------------------------------------------------------------------------------------
      $7,113,204             $9,830,966            $7,501,568            $6,589,852           $2,536,904
===========================================================================================================


      $       16             $      142            $       89            $      144           $        -
- -----------------------------------------------------------------------------------------------------------
              16                    142                    89                   144                    -


       7,113,188              9,830,824             7,501,479             6,589,708            2,536,904
- -----------------------------------------------------------------------------------------------------------
      $7,113,204             $9,830,966            $7,501,568            $6,589,852           $2,536,904
===========================================================================================================
</TABLE>

                                       3
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                          Balance Sheets (continued)

<TABLE>
<CAPTION>
                                                                            T. Rowe Price
                                                                                Equity        T. Rowe Price
                                                                                Income        Growth Stock
                                                                              Subaccount       Subaccount
                                                                           ----------------------------------
<S>                                                                        <C>               <C>
Assets
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                                     8,114,462                 -
     T. Rowe Price Growth Stock Portfolio                                              -         9,784,725
     Endeavor Opportunity Value Portfolio                                              -                 -
     Endeavor Enhanced Index Portfolio                                                 -                 -
     Endeavor Janus Growth Portfolio                                                   -                 -
     Endeavor Select 50 Portfolio                                                      -                 -
     Endeavor High Yield Portfolio                                                     -                 -
                                                                           ----------------------------------
Total investments in mutual funds                                              8,114,462         9,784,725
                                                                           ----------------------------------
Total assets                                                               $   8,114,462     $   9,784,725
                                                                           ==================================

Liabilities and contract owners' equity Liabilities:
   Contract terminations payable                                           $          48     $          81
                                                                           ----------------------------------
Total liabilities                                                                     48                81

Contract owners' equity:
   Deferred annuity contracts terminable by owners                             8,114,414         9,784,644
                                                                           ----------------------------------
Total liabilities and contract owners' equity                              $   8,114,462     $   9,784,725
                                                                           ==================================
</TABLE>

See accompanying notes.

                                       4
<PAGE>

<TABLE>
<CAPTION>
       Endeavor               Endeavor             Endeavor Janus         Endeavor            Endeavor
     Opportunity           Enhanced Index             Growth             Select 50           High Yield
  Value Subaccount           Subaccount             Subaccount           Portfolio            Portfolio
- ------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                    <C>                 <C>
     $        -              $        -           $       127              $     -               $    -


              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
              -                       -                     -                    -                    -
      1,266,387                       -                     -                    -                    -
              -               3,480,347                     -                    -                    -
              -                       -            35,071,907                    -                    -
              -                       -                     -               65,304                    -
              -                       -                     -                    -                2,023
- ------------------------------------------------------------------------------------------------------------
      1,266,387               3,480,347            35,071,907               65,304                2,023
- ------------------------------------------------------------------------------------------------------------
     $1,266,387              $3,480,347           $35,072,034              $65,304               $2,023
============================================================================================================



     $       10              $       13           $         -              $     1               $    -
- ------------------------------------------------------------------------------------------------------------
             10                      13                     -                    1                    -


      1,266,377               3,480,334            35,072,034               65,303                2,023
- ------------------------------------------------------------------------------------------------------------
     $1,266,387              $3,480,347           $35,072,034              $65,304               $2,023
============================================================================================================
</TABLE>

                                       5
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                           Statements of Operations

                 Year ended December 31, 1999, except as noted

<TABLE>
<CAPTION>
                                                                                           Endeavor Money
                                                                                               Market
                                                                                             Subaccount
                                                                                           ----------------
<S>                                                                                        <C>
Net investment income (loss)
   Income:
     Dividends                                                                              $     54,524
   Expenses:
     Administrative, mortality and expense risk charges                                           16,711
                                                                                           ----------------
Net investment income (loss)                                                                      37,813

Net realized and unrealized capital gain (loss) from investments
   Net realized capital gain from sales of investments:
     Proceeds from sales                                                                       1,091,568
     Cost of investments sold                                                                  1,091,568
                                                                                           ----------------
   Net realized capital gain from sales of investments                                                 -

Net change in unrealized appreciation/depreciation of investments:
   Beginning of the period                                                                             -
   End of the period                                                                                   -
                                                                                           ----------------
Net change in unrealized appreciation/depreciation of investments                                      -
                                                                                           ----------------
Net realized and unrealized capital gain (loss) from investments                                       -
                                                                                           ----------------
Increase (decrease) from operations                                                         $     37,813
                                                                                           ================
</TABLE>

(1)  For the period January 1, 1999 through April 30, 1999, activity reflected
     in this subaccount is related to investments in the Growth Portfolio of the
     WRL Series Fund, Inc. As of the close of business on April 30, 1999, the
     investments in the Growth Portfolio of the WRL Series Fund, Inc. were
     replaced by investments in the Endeavor Janus Growth Portfolio of the
     Endeavor Series Trust. The investment results of the Endeavor Janus Growth
     Portfolio of the Endeavor Series Trust are reflected in this subaccount for
     the period May 1, 1999 through December 31, 1999.

(2)  Commencement of operations, June 21, 1999.

See accompanying notes.

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Dreyfus U. S.
  Endeavor Asset           T. Rowe Price             Endeavor        Dreyfus Small           Government
    Allocation             International           Value Equity        Cap Value             Securities
    Subaccount           Stock Subaccount           Subaccount         Subaccount            Subaccount
- -----------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                <C>                    <C>
     $1,480,494            $   200,697           $   426,492           $   579,837            $ 133,541

         88,796                115,112               115,507                82,093               34,702
- -----------------------------------------------------------------------------------------------------------
      1,391,698                 85,585               310,985               497,744               98,839



        757,774                956,671             1,275,625               777,604              213,260
        576,068                739,343               929,764               674,920              200,936
- -----------------------------------------------------------------------------------------------------------
        181,706                217,328               345,861               102,684               12,324


        822,028                812,805               958,553              (325,370)             126,060
        655,494              2,812,967               (47,927)              508,721              (39,105)
- -----------------------------------------------------------------------------------------------------------
       (166,534)             2,000,162            (1,006,480)              834,091             (165,165)
- -----------------------------------------------------------------------------------------------------------
         15,172              2,217,490              (660,619)              936,775             (152,841)
- -----------------------------------------------------------------------------------------------------------
     $1,406,870            $ 2,303,075           $  (349,634)          $ 1,434,519            $ (54,002)
===========================================================================================================
</TABLE>

                                       7
<PAGE>

                    AUSA Endeavor Variable Annuity Account -
                          The Endeavor Variable Annuity

                      Statements of Operations (continued)

<TABLE>
<CAPTION>
                                                                            T. Rowe Price     T. Rowe Price
                                                                            Equity Income     Growth Stock
                                                                             Subaccount        Subaccount
                                                                          ------------------ ----------------
<S>                                                                       <C>                <C>
Net investment income (loss)
   Income:
     Dividends                                                                $   518,675     $   646,509
   Expenses:
     Administrative, mortality and expense risk charges                           118,735         115,969
                                                                          ------------------ ----------------
Net investment income (loss)                                                      399,940         530,540

Net realized and unrealized capital gain (loss) from investments
   Net realized capital gain from sales of investments:
     Proceeds from sales                                                        1,023,316         600,104
     Cost of investments sold                                                     699,862         332,134
                                                                          ------------------ ----------------
   Net realized capital gain from sales of investments                            323,454         267,970

Net change in unrealized appreciation/depreciation of investments:
   Beginning of the period                                                      1,032,364       1,627,770
   End of the period                                                              467,957       2,468,646
                                                                          ------------------ ----------------
Net change in unrealized appreciation/depreciation of investments                (564,407)        840,876
                                                                          ------------------ ----------------
Net realized and unrealized capital gain (loss) from investments                 (240,953)      1,108,846
                                                                          ------------------ ----------------
Increase (decrease) from operations                                           $   158,987      $1,639,386
                                                                          ================== ================
</TABLE>

(1)  For the period January 1, 1999 through April 30, 1999, activity reflected
     in this subaccount is related to investments in the Growth Portfolio of the
     WRL Series Fund, Inc. As of the close of business on April 30, 1999, the
     investments in the Growth Portfolio of the WRL Series Fund, Inc. were
     replaced by investments in the Endeavor Janus Growth Portfolio of the
     Endeavor Series Trust. The investment results of the Endeavor Janus Growth
     Portfolio of the Endeavor Series Trust are reflected in this subaccount for
     the period May 1, 1999 through December 31, 1999.

(2)  Commencement of operations, June 21, 1999.

See accompanying notes.

                                       8
<PAGE>

<TABLE>
<CAPTION>
       Endeavor               Endeavor          Endeavor Janus          Endeavor             Endeavor
     Opportunity           Enhanced Index          Growth               Select 50           High Yield
  Value Subaccount           Subaccount         Subaccount (1)        Portfolio (2)        Portfolio (2)
- -----------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                     <C>                  <C>
      $  23,557                $125,500       $            -           $         -                 $  -

         17,230                  40,104              376,721                   178                   14
- -----------------------------------------------------------------------------------------------------------
          6,327                  85,396             (376,721)                 (178)                 (14)



        116,259                 571,088            3,909,487                 2,245                   14
        102,877                 439,617            2,028,664                 2,167                   14
- -----------------------------------------------------------------------------------------------------------
         13,382                 131,471            1,880,823                    78                    -


         40,842                 266,268            7,143,916                     -                    -
         59,274                 471,297           18,094,008                13,209                   22
- -----------------------------------------------------------------------------------------------------------
         18,432                 205,029           10,950,092                13,209                   22
- -----------------------------------------------------------------------------------------------------------
         31,814                 336,500           12,830,915                13,287                   22
- -----------------------------------------------------------------------------------------------------------
      $  38,141                $421,896          $12,454,194               $13,109                 $  8
===========================================================================================================
</TABLE>

                                       9
<PAGE>

                    AUSA Endeavor Variable Annuity Account -
                          The Endeavor Variable Annuity

                Statements of Changes in Contract Owners' Equity

            Years ended December 31, 1999 and 1998, except as noted

<TABLE>
<CAPTION>
                                          Endeavor Money Market              Endeavor Asset             T. Rowe Price International
                                                Subaccount                Allocation Subaccount              Stock Subaccount
                                        ---------------------------    ----------------------------    ----------------------------
                                            1999          1998             1999           1998            1999           1998
                                        ---------------------------    ----------------------------    --------------------------
<S>                                     <C>           <C>              <C>            <C>              <C>          <C>
Operations:
  Net investment income (loss)          $     37,813  $     31,229       $1,391,698   $   411,793      $    85,585  $    (1,178)
  Net realized capital gain                       -             -           181,706       219,224          217,328      186,963
  Net change in unrealized
     appreciation/depreciation of
     investments                                  -             -          (166,534)      111,477        2,000,162      653,025
                                        ---------------------------    ----------------------------    --------------------------
Increase (decrease) from operations          37,813        31,229         1,406,870       742,494        2,303,075      838,810

Contract transactions:
  Net contract purchase payments            382,999        99,464           107,809       133,924          174,803      236,000
  Transfer payments from (to)
     other subaccounts or general
     account                                 73,411       463,681           259,722     1,084,068            2,862    1,092,159
  Contract terminations,
     with-drawals and other deductions     (178,344)            -          (314,063)     (373,106)        (310,961)    (342,661)
                                        ---------------------------    ----------------------------    --------------------------
Increase (decrease) from contract
  transactions                              278,066       563,145            53,468       844,886         (133,296)     985,498
                                        ---------------------------    ----------------------------    --------------------------
Net increase (decrease) in
  contract owners' equity                   315,879       594,374         1,460,338     1,587,380        2,169,779    1,824,308

Contract owners' equity:
  Beginning of the period                 1,326,560       732,186         5,652,850     4,065,470        7,661,045    5,836,737
                                        ---------------------------    ----------------------------    --------------------------
  End of the period                      $1,642,439    $1,326,560        $7,113,188    $5,652,850       $9,830,824   $7,661,045
                                        ===========================    ============================    ==========================
</TABLE>

(1) For the period January 1, 1999 through April 30, 1999 and the year ended
    December 31, 1988, activity reflected in this subaccount is related to
    investments in the Growth Portfolio of the WRL Series Fund, Inc. As of the
    close of business on April 30, 1999, the investments in the Growth Portfolio
    of the WRL Series Fund, Inc. were replaced by investments in the Endeavor
    Janus Growth Portfolio of the Endeavor Series Trust. The investment results
    and contract transactions of the Endeavor Janus Growth Portfolio of the
    Endeavor Series Trust are reflected in this subaccount for the period May 1,
    1999 through December 31, 1999.

(2) Commencement of operations, June 21, 1999.

See accompanying notes.

                                      10
<PAGE>

<TABLE>
<CAPTION>
          Endeavor Value                     Dreyfus Small Cap              Dreyfus U. S. Government
         Equity Subaccount                    Value Subaccount                Securities Subaccount
  -------------------------------      ------------------------------     ------------------------------
       1999             1998                1999            1998               1999           1998
  -------------------------------      ------------------------------     -----------------------------
<S>                   <C>              <C>                <C>             <C>               <C>
  $    310,985        $   102,850      $    497,744       $   576,504     $     98,839      $    30,921
       345,861            327,682           102,684            48,069           12,324            6,651


    (1,006,480)           (98,837)          834,091          (829,907)        (165,165)          60,628
  -------------------------------      ------------------------------     -----------------------------
      (349,634)           331,695         1,434,519          (205,334)         (54,002)          98,200


       142,625            352,811           181,842           289,404          136,319           58,235


      (315,172)         1,879,751          (143,596)        1,356,749          253,882          852,781

      (329,291)          (431,951)         (302,912)         (268,863)         (72,805)         (64,873)
  --------------------  ---------      ------------------------------     -----------------------------

      (501,838)         1,800,611          (264,666)        1,377,290          317,396          846,143
  --------------------  ---------      ------------------------------     -----------------------------

      (851,472)         2,132,306         1,169,853         1,171,956          263,394          944,343


     8,352,951          6,220,645         5,419,855         4,247,899        2,273,510        1,329,167
  -------------------------------      ------------------------------     -----------------------------
    $7,501,479        $ 8,352,951      $  6,589,708       $ 5,419,855     $  2,536,904      $ 2,273,510
  ================================     ==============================     =============================
</TABLE>

                                      11
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

         Statements of Changes in Contract Owners' Equity (continued)




<TABLE>
<CAPTION>
                                          T. Rowe Price Equity          T. Rowe Price Growth          Endeavor Opportunity
                                           Income Subaccount              Stock Subaccount              Value Subaccount
                                        ------------------------     ---------------------------    --------------------------
                                           1999         1998            1999          1998             1999          1998
                                        ------------------------     --------------------------     --------------------------
<S>                                     <C>          <C>             <C>            <C>             <C>            <C>
Operations:
  Net investment income (loss)          $   399,940  $   226,051     $   530,540    $   156,515     $     6,327    $    (4,780)
  Net realized capital gain                 323,454      269,090         267,970        299,881          13,382        122,312
  Net change in unrealized
    appreciation/depreciation of
    investments                            (564,407)     (13,069)        840,876        864,822          18,432        (39,530)
                                        ------------------------     --------------------------     --------------------------
Increase (decrease) from operations         158,987      482,072       1,639,386      1,321,218          38,141         78,002

Contract transactions:
  Net contract purchase payments            386,844      653,419         434,749        511,952          81,846        225,557
  Transfer payments from (to)
    other subaccounts or general
    account                                (203,955)   1,474,782         553,994      1,984,283          12,791       (124,265)
  Contract terminations,
    with-drawals and other
    deductions                             (176,746)    (402,387)       (225,204)      (369,688)        (15,717)       (36,368)
                                        ------------------------     --------------------------     --------------------------
Increase (decrease) from contract
  transactions                                6,143    1,725,814         763,539      2,126,547          78,920         64,924
                                        ------------------------     --------------------------     --------------------------
Net increase (decrease) in
  contract owners' equity                   165,130    2,207,886       2,402,925      3,447,765         117,061        142,926

Contract owners' equity:
  Beginning of the period                 7,949,284    5,741,398       7,381,719      3,933,954       1,149,316      1,006,390
                                        ------------------------     --------------------------     --------------------------
  End of the period                     $ 8,114,414  $ 7,949,284     $ 9,784,644    $ 7,381,719     $ 1,266,377    $ 1,149,316
                                        ========================     ===========================    ==========================
</TABLE>

(1)  For the period January 1, 1999 through April 30, 1999 and the year ended
     December 31, 1988, activity reflected in this subaccount is related to
     investments in the Growth Portfolio of the WRL Series Fund, Inc. As of the
     close of business on April 30, 1999, the investments in the Growth
     Portfolio of the WRL Series Fund, Inc. were replaced by investments in the
     Endeavor Janus Growth Portfolio of the Endeavor Series Trust. The
     investment results and contract transactions of the Endeavor Janus Growth
     Portfolio of the Endeavor Series Trust are reflected in this subaccount for
     the period May 1, 1999 through December 31, 1999.

(2)  Commencement of operations, June 21, 1999.


See accompanying notes.

                                      12
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Endeavor            Endeavor
         Endeavor Enhanced                        Endeavor Janus                   Select 50           High Yield
          Index Subaccount                     Growth Subaccount (1)             Subaccount (2)       Subaccount (2)
- ---------------------------------        -------------------------------        ------------------------------------
       1999               1998                1999              1998                 1999                 1999
- ---------------------------------        -------------------------------        ------------------------------------
<S>                  <C>                 <C>              <C>                   <C>                       <C>
$     85,396         $    (13,800)       $    (376,721)   $      (55,111)       $       (178)             $      (14)
     131,471               82,535            1,880,823           621,541                  78                       -


     205,029              248,529           10,950,092         6,944,045              13,209                      22
- ---------------------------------        -------------------------------        ------------------------------------
     421,896              317,264           12,454,194         7,510,475              13,109                       8


     516,702              491,065            1,476,686           860,004              12,006                   2,001


     806,569              915,841            1,715,238         2,519,412              40,188                      14

    (173,518)            (329,609)          (1,464,119)         (971,007)                  -                       -
- ---------------------------------        -------------------------------        ------------------------------------

   1,149,753            1,077,297            1,727,805         2,408,409              52,194                   2,015
- ---------------------------------        -------------------------------        ------------------------------------

   1,571,649            1,394,561           14,181,999         9,918,884              65,303                   2,023


   1,908,685              514,124           20,890,035        10,971,151                   -                       -
- ---------------------------------        -------------------------------        ------------------------------------
$  3,480,334         $  1,908,685        $  35,072,034    $   20,890,035        $      65,303             $    2,023
=================================        ===============================        =====================================
</TABLE>

                                      13
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                         Notes to Financial Statements

                               December 31, 1999



1. Organization and Summary of Significant Accounting Policies

Organization

The AUSA Endeavor Variable Annuity Account (the "Mutual Fund Account") is a
segregated investment account of AUSA Life Insurance Company, Inc. ("AUSA"), 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 thirteen investment
subaccounts, all of which are invested in specified portfolios of the Endeavor
Series Trust (the "Series Fund"). Activity in these thirteen investment
subaccounts is available to contract owners of The Endeavor Variable Annuity.

Prior to April 30, 1999, the Growth Portfolio of the WRL Series Fund, Inc. was
available to contract owners of the AUSA Endeavor Variable Annuity as an
investment option. As of the close of business on April 30, 1999, all shares of
the Growth Portfolio of the WRL Series Fund, Inc. were exchanged for shares of
the Endeavor Janus Growth Portfolio of the Endeavor Series Trust. This exchange
had no impact at the date of transfer on investments in mutual funds or total
contract owner's equity.

Investments

Net purchase payments received by the Mutual Fund Account for The Endeavor
Variable Annuity are invested in the portfolios of the Series Fund, as selected
by the contract owner. Investments are stated at the closing net asset values
per share on December 31, 1999.

Realized capital gains and losses from the sale of shares in the Series Fund 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 Fund are credited or charged to contract
owners' equity.

Dividend Income

Dividends received from the Series Fund investments are reinvested to purchase
additional mutual fund shares.

                                      14
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                   Notes to Financial Statements (continued)



2. Investments

A summary of the mutual fund investments at December 31, 1999 follows:

<TABLE>
<CAPTION>
                                                                    Net Asset
                                                   Number of        Value Per         Market
                                                  Shares Held         Share            Value           Cost
                                                ------------------------------------------------------------------
 Endeavor Series Trust:
<S>                                             <C>                 <C>           <C>              <C>
   Endeavor Money Market Portfolio               1,642,436.730      $  1.00       $  1,642,437     $  1,642,437
   Endeavor Asset Allocation Portfolio             310,755.960        22.89          7,113,204        6,457,710
   T. Rowe Price International Stock
     Portfolio                                     470,831.715        20.88          9,830,966        7,017,999
   Endeavor Value Equity Portfolio                 375,266.041        19.99          7,501,568        7,549,495
   Dreyfus Small Cap Value Portfolio               399,143.072        16.51          6,589,852        6,081,131
   Dreyfus U. S. Government Securities
     Portfolio                                     220,026.353        11.53          2,536,904        2,576,009
   T. Rowe Price Equity Income Portfolio           416,126.277        19.50          8,114,462        7,646,505
   T. Rowe Price Growth Stock Portfolio            340,456.665        28.74          9,784,725        7,316,079
   Endeavor Opportunity Value Portfolio            100,826.976        12.56          1,266,387        1,207,113
   Endeavor Enhanced Index Portfolio               191,649.050        18.16          3,480,347        3,009,050
   Endeavor Janus Growth Portfolio                 367,745.696        95.37         35,071,907       16,977,899
   Endeavor Select 50 Portfolio                      4,143.679        15.76             65,304           52,095
   Endeavor High Yield Portfolio                       200.467        10.09              2,023            2,001
</TABLE>

The aggregate cost of purchases and proceeds from sales of investments were as
follows:

<TABLE>
<CAPTION>
                                                                      Period ended December 31
                                                                1999                            1998
                                                    -----------------------------    ----------------------------
                                                      Purchases        Sales          Purchases         Sales
                                                    -----------------------------    ----------------------------
   Endeavor Series Trust:
<S>                                                 <C>            <C>               <C>            <C>
     Endeavor Money Market Portfolio                $  1,407,437   $ 1,091,568       $  1,067,902   $   473,509
     Endeavor Asset Allocation Portfolio               2,202,894       757,774          1,845,113       588,460
     T. Rowe Price International Stock Portfolio         909,026       956,671          1,894,226       909,942
     Endeavor Value Equity Portfolio                   1,084,624     1,275,625          2,901,255       997,731
     Dreyfus Small Cap Value Portfolio                 1,010,524       777,604          2,504,908       550,950
     Dreyfus U. S. Government Securities Portfolio       629,485       213,260          1,002,274       125,201
     T. Rowe Price Equity Income Portfolio             1,429,373     1,023,316          2,782,124       830,323
     T. Rowe Price Growth Stock Portfolio              1,894,138       600,104          3,090,633       807,578
     Endeavor Opportunity Value Portfolio                201,497       116,259            643,438       583,296
     Endeavor Enhanced Index Portfolio                 1,806,233       571,088          1,526,385       462,884
     Endeavor Janus Growth Portfolio                   5,260,257     3,909,487          4,282,983     1,929,892
     Endeavor Select 50 Portfolio                         54,262         2,245                  -             -
     Endeavor High Yield Portfolio                         2,015            14                  -             -
</TABLE>

                                      15
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                   Notes to Financial Statements (continued)


3. Contract Owners' Equity

A summary of deferred annuity contracts terminable by owners at December 31,
1999 follows:

<TABLE>
<CAPTION>
                                                                Return of Premium Death Benefit
                                                  -------------------------------------------------------------
                                                                                                   Total
                                                   Accumulation          Accumulation             Contract
                   Subaccount                       Units Owned           Unit Value               Value
- ---------------------------------------------------------------------------------------------------------------
<S>                                               <C>                   <C>                      <C>
Endeavor Money Market                              1,064,268.075        $  1.280646              $  1,362,951
Endeavor Asset Allocation                          2,173,009.491           3.160924                 6,868,718
T. Rowe Price International Stock                  4,799,569.572           2.001071                 9,604,279
Endeavor Value Equity                              3,372,816.213           2.115695                 7,135,850
Dreyfus Small Cap Value                            2,799,571.395           2.278888                 6,379,910
Dreyfus U.S. Government Securities                 1,896,613.591           1.255919                 2,381,993
T. Rowe Price Equity Income                        3,519,301.115           2.107761                 7,417,846
T. Rowe Price Growth Stock                         2,752,366.635           3.124914                 8,600,909
Endeavor Opportunity Value                           931,919.689           1.240246                 1,155,810
Endeavor Enhanced Index                            1,383,754.938           1.838549                 2,544,101
Endeavor Janus Growth                                644,989.894          50.054351                32,284,551
Endeavor Select 50                                    33,757.092           1.534754                    51,809
Endeavor High Yield                                    1,008.622           1.003083                     1,012
</TABLE>

<TABLE>
<CAPTION>
                                                                  Annual Step-Up Death Benefit
                                                  -------------------------------------------------------------
                                                                                                       Total
                                                   Accumulation          Accumulation                Contract
                   Subaccount                       Units Owned           Unit Value                   Value
- ---------------------------------------------------------------------------------------------------------------
<S>                                              <C>                     <C>                      <C>
Endeavor Money Market                               219,081.992          $  1.275724              $   279,488
Endeavor Asset Allocation                            77,640.163             3.148754                  244,470
T. Rowe Price International Stock                   113,650.831             1.993345                  226,545
Endeavor Value Equity                               173,486.830             2.107532                  365,629
Dreyfus Small Cap Value                              92,417.541             2.270110                  209,798
Dreyfus U.S. Government Securities                  123,620.377             1.253119                  154,911
T. Rowe Price Equity Income                         331,752.822             2.099660                  696,568
T. Rowe Price Growth Stock                          380,267.267             3.112902                1,183,735
Endeavor Opportunity Value                           89,492.709             1.235481                  110,567
Endeavor Enhanced Index                             511,192.617             1.831468                  936,233
Endeavor Janus Growth                                55,903.910            49.862043                2,787,483
Endeavor Select 50                                    8,817.278             1.530432                   13,494
Endeavor High Yield                                   1,010.192             1.000739                    1,011
</TABLE>

                                      16
<PAGE>

                   AUSA Endeavor Variable Annuity 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
                                                    Money          Asset        International       Endeavor
                                                   Market        Allocation         Stock         Value Equity
                                                  Subaccount     Subaccount      Subaccount        Subaccount
                                                --------------------------------------------------------------
<S>                                             <C>              <C>            <C>               <C>
Units outstanding at January 1, 1998                611,982       1,871,808       4,334,554          2,981,907
Units purchased                                      81,621          57,867         163,951            158,049
Units redeemed and transferred                      376,710         299,540         498,895            634,912
                                                --------------------------------------------------------------
Units outstanding at December 31, 1998            1,070,313       2,229,215       4,997,400          3,774,868
Units purchased                                     302,711          39,106         107,582             63,646
Units redeemed and transferred                      (89,674)        (17,671)       (191,762)          (292,211)
                                                --------------------------------------------------------------
Units outstanding at December 31, 1999            1,283,350       2,250,650       4,913,220          3,546,303
                                                ==============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                    T. Rowe
                                                   Dreyfus      Dreyfus U. S.    T. Rowe Price       Price
                                                  Small Cap      Government         Equity          Growth
                                                    Value        Securities         Income           Stock
                                                 Subaccount      Subaccount       Subaccount       Subaccount
                                                -------------------------------------------------------------
<S>                                             <C>             <C>              <C>               <C>
Units outstanding at January 1, 1998              2,294,637       1,093,935        2,982,511        1,925,118
Units purchased                                     156,808          46,241          330,034          231,910
Units redeemed and transferred                      583,593         626,800          536,173          690,117
                                                -------------------------------------------------------------
Units outstanding at December 31, 1998            3,035,038       1,766,976        3,848,718        2,847,145
Units purchased                                      91,092         107,577          181,988          165,336
Units redeemed and transferred                     (234,141)        145,681         (179,652)         120,153
                                                -------------------------------------------------------------
Units outstanding at December 31, 1999            2,891,989       2,020,234        3,851,054        3,132,634
                                                =============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                 Endeavor       Endeavor       Endeavor
                                               Opportunity      Enhanced        Janus         Endeavor       Endeavor
                                                  Value          Index          Growth        Select 50     High Yield
                                                Subaccount     Subaccount     Subaccount     Subaccount     Subaccount
                                              ------------------------------------------------------------------------
<S>                                           <C>              <C>            <C>            <C>            <C>
Units outstanding at January 1, 1998              869,832         422,227        557,898              -              -
Units purchased                                   195,802         362,815         35,902              -              -
Units redeemed and transferred                   (107,783)        425,172         61,137              -              -
                                              ------------------------------------------------------------------------
Units outstanding at December 31, 1998            957,851       1,210,214        654,937              -              -
Units purchased                                    65,228         315,232         39,972          9,515          2,021
Units redeemed and transferred                     (1,667)        369,502          5,985         33,059             (2)
                                              ------------------------------------------------------------------------
Units outstanding at December 31, 1999          1,021,412       1,894,948        700,894         42,574          2,019
                                              ========================================================================
</TABLE>

                                      17
<PAGE>

                   AUSA Endeavor Variable Annuity Account -
                         The Endeavor Variable Annuity

                   Notes to Financial Statements (continued)



4. Administrative, Mortality and Expense Risk Charges

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 made 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. AUSA also deducts a daily charge
equal to an annual rate of .15% of the contract owner's account for
administrative expenses.

AUSA deducts a daily charge for assuming certain mortality and expense risks.
For policies sold prior to December 1, 1998, this charge is equal to an
effective annual rate of 1.25% of the value of the contract owner's individual
account. For policies sold on or after December 1, 1998, this fee depends on the
death benefit option selected and the number of policy years that have elapsed
since the date of issue. For the Annual Step-Up Death Benefit, the fee is 1.40%
in the first seven policy years and 1.25% thereafter. For the Return of Premium
Death Benefit, the fee is 1.25% in the first seven years and 1.10% thereafter.


5. Taxes

Operations of the Mutual Fund Account form a part of AUSA, 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 AUSA 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 AUSA. 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 AUSA.

                                      18
<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 AUSA Life Insurance
                    Company, Inc. authorizing the establishment of the Target
                    Account. (Note 1)

          (2)       Form of Rules and Regulations of the AUSA Endeavor Target
                    Account. (Note 2)

          (3)(a)    Form of Custodian Agreement between the AUSA Endeavor Target
                    Account and Boston Safe Deposit and Trust Company
                    (Note 2)

          (3)(b)    Not Applicable.

          (4)(a)    Form of Management Agreement between the AUSA Endeavor
                    Target Account and Endeavor Management Co. (Note 2)

          (4)(b)(1) Form of Investment Advisory Agreement between Endeavor
                    Management Co. and First Trust Advisers L.P. (The DowSM
                    Target 5) (Note 2)

          (4)(b)(2) Form of Investment Advisory Agreement between Endeavor
                    Management Co. and First Trust Advisers L.P. (The DowSM
                    Target 10) (Note 2)

          (5)(a)    Principal Underwriting Agreement by and between AUSA Life
                    Insurance Company, Inc. on its own behalf and on behalf of
                    the AUSA Endeavor Target Account, and AFSG Securities
                    Corporation (Note 1)

          (5)(b)    Form of Broker-Dealer Supervision and Sales Agreement by and
                    between AFSG Securities Corporation and the Broker-Dealer.
                    (Note 1)

          (6)(a)    Form of Policy for the AUSA Endeavor Variable Annuity.
                    (Note 1)

          (6)(b)    Form of Policy Endorsement (AUSA Endeavor Target Account)
                    (Note 1)

          (7)(a)    Form of Application for the AUSA Endeavor Variable Annuity.
                    (Note 1)

          (8)(a)    Articles of Incorporation of AUSA Life Insurance Company,
                    Inc. (Note 1)

          (8)(b)    Bylaws of AUSA Life Insurance Company, Inc. (Note 1)

          (9)       Not Applicable.

          (10)      Not Applicable.

          (11)(a)   Form of Distribution Plan (Note 2).
<PAGE>


          (11)(b)   Form of Administrative Services Agreement with First Data
                    Investors Services Group (Note 2)

          (11)(c)   Form of Brokerage Enhancement Plan (Note 2)

          (11)(d)   Sublicense Agreement between Dow Jones, First Trust Advisers
                    L.P. and the AUSA Endeavor Target Account (Note 4)

          (11)(e)   Form of Distribution Agreement. (Note 2)

          (12)      Opinion and Consent of Counsel. (Note 1)

          (13)(a)   Opinion and Consent of Actuary. (Note 1)

          (13)(b)   Consent of Independent Auditors. (Note 3)

          (14)      Not Applicable.

          (15)      Not Applicable

          (16)      Performance Data Calculations. (Note 4)

          (17)      Not Applicable

          (18)      Powers of Attorney (Note 2.)

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

Note 1.    Filed with the Initial filing on form N-3 (333-76803) dated April 22,
           1999.

Note 2.    Filed with Pre-Effective Amendment No. 1 on Form N-3 (333-76803)
           dated November 3, 1999.

Note 3.    Filed herewith.

Note 4.    To be filed by Amendment.
<PAGE>

Item 29.  Directors and Officers of the Insurance Company

<TABLE>
<CAPTION>

Name and Principal                   Positions and Offices with         Positions and Offices with
Business Address                     Insurance Company                  Registrant
- ----------------                     -----------------                  ----------
<S>                                  <C>                                <C>
Tom A. Scholossberg                  Director, Chairman of the Board
4 Manhattanville Road                and President
Purchase, NY  10577

William L. Busler                    Director and Vice President
4333 Edgewood Road N.E.
Cedar Rapids, IA  52499-0001

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

Craig D. Vermie                      Secretary
4333 Edgewood Road N.E.
Cedar Rapids, IA  52499-0001

Colette Vargas                       Director and Chief Actuary
4 Manhattanville Road
Purchase, NY  10577

Brenda K. Clancy                     Treasurer
4333 Edgewood Road N.E.
Cedar Rapids, IA  52499-0001
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>
                                           Jurisdiction of       Percent of Voting
Name                                       Incorporation         Securities Owned                     Business
- ----                                       -------------         ----------------                     --------
<S>                                        <C>                   <C>                                  <C>
AEGON N.V.                                 Netherlands           51.16% of Vereniging                 Holding company
                                                                 AEGON Netherlands
                                                                 Membership Association

Groninger Financieringen B.V.              Netherlands           100% AEGON N.V.                      Holding company

AEGON Netherland N.V.                      Netherlands           100% AEGON N.V.                      Holding company

AEGON Nevak Holding B.V.                   Netherlands           100% AEGON N.V.                      Holding company

AEGON International N.V.                   Netherlands           100% AEGON N.V.                      Holding company

Voting Trust Trustees:                     Delaware                                                   Voting Trust
K.J. Storm
Donald J. Shepard H.B.
Van Wijk Dennis Hersch

AEGON U.S. Holding Corporation             Delaware              100% Voting Trust                    Holding company

Short Hills Management Company             New Jersey            100% AEGON U.S.                      Holding company
                                                                 Holding Corporation

CORPA Reinsurance Company                  New York              100% AEGON U.S.                      Holding company
                                                                 Holding Corporation

AEGON Management Company                   Indiana               100% AEGON U.S.                      Holding company
                                                                 Holding Corporation

RCC North America Inc.                     Delaware              100% AEGON U.S.                      Holding company
                                                                 Holding Corporation

AEGON USA, Inc.                            Iowa                  100% AEGON U.S.                      Holding company
                                                                 Holding Corporation

Transamerica Holding Company               Delaware              100% AEGON USA, Inc.                 Holding Company

AEGON Funding Corp.                        Delaware              100% Transamerica                    Issue debt securities-net
                                                                 Holding Company                      proceeds used to make
                                                                                                      loans to affiliates

First AUSA Life Insurance                  Maryland              100% AEGON USA, Inc.                 Insurance holding company
Company

AUSA Life Insurance                        New York              82.33% First AUSA Life               Insurance
Company, Inc.                                                    Insurance Company
                                                                 17.67% Veterans Life
                                                                 Insurance Company

Life Investors Insurance                   Iowa                  100% First AUSA Life Ins. Co.        Insurance
Company of America
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Life Investors Alliance, LLC             Delaware             100% LIICA                           Purchase, own, and hold the
                                                                                                   equity interest of other entities


Great American Insurance                 Iowa                 100% LIICA                           Marketing
Agency, Inc.

Bankers United Life                      Iowa                 100% Life Investors Ins.             Insurance
Assurance Company                                             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

AEGON Assignment Corporation             Illinois             100% AEGON Financial                 Administrator of structured
                                                              Services Group, Inc.                 settlements

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

ISI Insurance Agency, Inc.               California           100% Western Reserve Life            Insurance agency
And Subsidiaries                                              Assurance Co. of Ohio

ISI Insurance Agency                     Alabama              100% ISI Insurance Agency, Inc.      Insurance Agency
of Alabama, Inc.

ISI Insurance Agency                     Ohio                 100% ISI Insurance Agency, Inc.      Insurance agency
of Ohio, Inc.

ISI Insurance Agency                     Massachusetts        100% ISI Insurance Agency Inc.       Insurance Agency
of Massachusetts, Inc.

ISI Insurance Agency                     Texas                100% ISI Insurance Agency, Inc.      Insurance agency
of Texas, Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
ISI Insurance Agency                     Hawaii               100% ISI Insurance                   Insurance agency
of Hawaii, Inc.                                               Agency, Inc.

ISI Insurance Agency                     New Mexico           100% ISI Insurance                   Insurance agency
New Mexico, Inc.                                              Agency, Inc.

AEGON Equity Group, Inc.                 Florida              100% Western Reserve Life            Insurance Agency
                                                              Assurance Co. of Ohio

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

Monumental General Life                  Puerto Rico          51% First AUSA Life                  Insurance
Insurance Company of                                          Insurance Company
Puerto Rico                                                   49% Baldrich & Associates
                                                              of Puerto Rico

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

AUSA Financial Markets, Inc.             Iowa                 100% AUSA Holding Co.                Marketing

Transamerica Capital, Inc.               California           100% AUSA Holding Co.                Broker/Dealer

Endeavor Management Company              California           100% AUSA Holding Co.                Investment Management

Universal Benefits Corporation           Iowa                 100% AUSA Holding Co.                Third party administrator
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
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

ADB Corporation                          Delaware             100% Money Services, Inc.            Special purpose limited
                                                                                                   Liability company

ORBA Insurance Services, Inc.            California           10.56% Money Services, Inc.          Insurance agency

Zahorik Company, Inc.                    California           100% AUSA Holding Co.                Broker-Dealer

ZCI, Inc.                                Alabama              100% Zahorik Company, Inc.           Insurance agency

Zahorik Texas, Inc.                      Texas                100% Zahorik Company, Inc.           Insurance agency

Long, Miller & Associates, L.L.C.        California           33-1/3% AUSA Holding Co.             Insurance agency

AEGON Asset Management                   Delaware             100% AUSA Holding Co.                Registered investment advisor
Services, Inc.

InterSecurities, Inc.                    Delaware             100% AUSA Holding Co.                Broker-Dealer

Associated Mariner Financial             Michigan             100% InterSecurities, Inc.           Holding co./management
Group, Inc.                                                                                        services

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.

Idex Investor Services, Inc.             Florida              100% AUSA Holding Co.                Shareholder services

Idex Management, Inc.                    Delaware             100% AUSA Holding Co.                Investment advisor

IDEX Mutual Funds                        Massachusetts        Various                              Mutual fund

Diversified Investment                   Delaware             100% AUSA Holding Co.                Registered investment advisor
Advisors, Inc.

Diversified Investors Securities         Delaware             100% Diversified Investment          Broker-Dealer
Corp.                                                         Advisors, Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
George Beram & Company, Inc.             Massachusetts         100% Diversified Investment         Employee benefit and
                                                               Advisors, Inc.                      actuarial consulting

AEGON USA Securities, Inc.               Iowa                  100% AUSA Holding Co.               Broker-Dealer (De-registered)

Creditor Resources, Inc.                 Michigan              100% AUSA Holding Co.               Credit insurance

CRC Creditor Resources                   Canada                100% Creditor Resources, Inc.       Insurance agency
Canadian Dealer Network Inc.

Weiner Agency, Inc.                      Maryland              100% Creditor Resources, Inc.       Insurance agency

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

AEGON USA Real Estate                    Delaware              100% AEGON USA Realty               Real estate and mortgage
Services, Inc.                                                 Advisors, Inc.                      holding company

QSC Holding, Inc.                        Delaware              100% AEGON USA Realty               Real estate and financial
                                                               Advisors, Inc.                      software production and sales

LRA, Inc.                                Iowa                  100% AEGON USA Realty               Real estate counseling
                                                               Advisors, Inc.

Landauer Associates, Inc.                Delaware              100% AEGON USA Realty               Real estate counseling
                                                               Advisors, Inc.

Landauer Realty Associates, Inc.         Texas                 100% Landauer Associates, Inc.      Real estate counseling

Realty Information Systems, Inc.         Iowa                  100% AEGON USA Realty               Information Systems for
                                                               Advisors, Inc.                      real estate investment
                                                                                                   management

USP Real Estate Investment Trust         Iowa                  12.89% 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.

Commonwealth General                     Delaware              100% AEGON USA, Inc.                Holding company
Corporation ("CGC")

AFSG  Securities Corporation             Pennsylvania          100% CGC                            Broker-Dealer

Benefit Plans, Inc.                      Delaware              100% CGC                            TPA for Peoples Security Life
                                                                                                   Insurance Company
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Durco Agency, Inc.                       Virginia              100% Benefit Plans, Inc.            General agent

Capital 200 Block Corporation            Delaware              100% CGC                            Real estate holdings

Capital Real Estate                      Delaware              100% CGC                            Furniture and equipment
Development Corporation                                                                            lessor

Commonwealth General.                    Kentucky              100% CGC                            Administrator of structured
Assignment Corporation                                                                             settlements

Diversified Financial Products Inc.      Delaware              100% CGC                            Provider of investment,
                                                                                                   marketing and admin. services
                                                                                                   to ins. cos.

Monumental Agency Group, Inc.            Kentucky              100%  CGC                           Provider of srvcs. to ins. cos.

PB Investment Advisors, Inc.             Delaware              100% CGC                            Registered investment advisor
                                                                                                   (de-registered)

Southlife, Inc.                          Tennessee             100% CGC                            Investment subsidiary

Commonwealth General LLC                 Turks &               100% CGC                            Special-purpose subsidiary
                                         Caicos Islands

Ampac Insurance Agency, Inc.             Pennsylvania          100% CGC                            Provider of management
(EIN 23-1720755)                                                                                   support services

Compass Rose Development                 Pennsylvania          100% Ampac Insurance                Special-purpose subsidiary
Corporation                                                    Agency, Inc.

Financial Planning Services, Inc.        Dist. Columbia        100% Ampac Insurance                Special-purpose subsidiary
                                                               Agency, Inc.

Frazer Association                       Illinois              100% Ampac Insurance                TPA license-holder
Consultants, Inc.                                              Agency, Inc.

National Home Life Corporation           Pennsylvania          100% Ampac Insurance                Special-purpose subsidiary
                                                               Agency, Inc.

Valley Forge Associates, Inc.            Pennsylvania          100% Ampac Insurance                Furniture & equipment lessor
                                                               Agency, Inc.

Veterans Benefits Plans, Inc.            Pennsylvania          100% Ampac Insurance                Administrator of group
                                                               Agency, Inc.                        insurance programs

Veterans Insurance Services, Inc.        Delaware              100% Ampac Insurance                Special-purpose subsidiary
                                                               Agency, Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
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 Life                   Insurance company
Company of America                                             Insurance Company

FED Financial, 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.


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.

NCOAA Management Company                 Texas                 100% Academy Insurance              Special-purpose subsidiary
                                                               Group, Inc.

NCOA Motor Club, Inc.                    Georgia               100% Academy Insurance              Automobile club
                                                               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. services
Services, GmbH                                                 Services, Inc.
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Capital General Development              Delaware              100% CGC                            Holding company
Corporation

Monumental Life                          Maryland              73.23% Capital General              Insurance company
Insurance Company                                              Development Company
                                                               26.77% First AUSA Life
                                                               Insurance Company

AEGON Special Markets                    Maryland              100% Monumental Life                Marketing company
Group, Inc.                                                    Insurance Company

Peoples Benefit Life                     Missouri              3.7% CGC                            Insurance company
Insurance Company                                              20.0% Capital Liberty, L.P.
                                                               76.3% Monumental Life
                                                               Insurance Company

Veterans Life Insurance Co.              Illinois              100% Peoples Benefit                Insurance company
                                                               Life Insurance Company

Peoples Benefit Services, Inc.           Pennsylvania          100% Veterans Life Ins. Co.         Special-purpose subsidiary

Coverna Direct Insurance                 Maryland              100% Peoples Benefit                Insurance agency
Insurance Services, Inc.                                       Life Insurance Company

Ammest Realty Corporation                Texas                 100% Monumental Life                Special purpose subsidiary
                                                               Insurance Company

JMH Operating Company, Inc.              Mississippi           100% Monumental Life                Real estate holdings
                                                               Insurance Company

Capital Liberty, L.P.                    Delaware              99.0% Monumental Life               Holding Company
                                                               Insurance Company
                                                               1.0% CGC

Transamerica Corporation                 Delaware              100% AEGON NV                       Major interest in insurance
                                                                                                   and finance

Transamerica Pacific Insurance           Hawaii                100% Transamerica Corp.             Life insurance
  Company, Ltd.

TREIC Enterprises, Inc.                  Delaware              100% Transamerica Corp.             Investments

ARC Reinsurance Corporation              Hawaii                100% Transamerica Corp.             Property & Casualty Ins.

Transamerica Management, Inc.            Delaware              100% ARC Reinsurance Corp.          Asset management

Inter-America Corporation                California            100% Transamerica Corp.             Insurance Broker
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Pyramid Insurance Company, Ltd.          Hawaii                100% Transamerica Corp.             Property & Casualty Ins.

Pacific Cable Ltd.                       Bmda.                 100% Pyramid Ins. Co., Ltd.         Sold 25% of TC Cable, Inc.
                                                                                                   stock in 1998

Transamerica Business Tech Corp.         Delaware              100% Transamerica Corp.             Telecommunications and
                                                                                                   data processing

Transamerica CBO I, Inc.                 Delaware              100% Transamerica Corp.             Owns and manages a pool of
                                                                                                   high-yield bonds

Transamerica Corporation (Oregon)        Oregon                100% Transamerica Corp.             Name holding only-Inactive

Transamerica Finance Corp.               Delaware              100% Transamerica Corp.             Commercial & Consumer
                                                                                                   Lending & equip. leasing

TA Leasing Holding Co., Inc.             Delaware              100% Transamerica Fin. Corp.        Holding company

Trans Ocean Ltd.                         Delaware              100% TA Leasing Hldg Co. Inc.       Holding company

Trans Ocean Container Corp.              Delaware              100% Trans Ocean Ltd.               Intermodal Leasing
("TOCC")

SpaceWise Inc.                           Delaware              100% TOCC                           Intermodal leasing

Trans Ocean Container
   Finance Corp.                         Delaware              100% TOCC                           Intermodal leasing

Trans Ocean Leasing
   Deutschland GmbH                      Germany               100% TOCC                           Intermodal leasing

Trans Ocean Leasing PTY Ltd.             Austria               100% TOCC                           Intermodal leasing

Trans Ocean Management S.A.              Switzerland           100% TOCC                           Intermodal leasing

Trans Ocean Regional
   Corporate Holdings                    California            100% TOCC                           Holding company

Trans Ocean Tank Services Corp.          Delaware              100% TOCC                           Intermodal leasing

Transamerica Leasing Inc.                Delaware              100% TA Leasing Holding Co.         Leases & Services intermodal
                                                                                                   equipment

Transamerica Leasing Holdings            Delaware              100% Transamerica Leasing Inc.      Holding Company
  Inc.  ("TLHI")

Greybox Logistics Services Inc.          Delaware              100% TLHI                           Intermodal Leasing
</TABLE>

<PAGE>

<TABLE>
<S>                                      <C>                   <C>                                 <C>
Greybox L.L.C.                           Delaware              100% TLHI                           Intermodal freight container
                                                                                                   interchange facilitation
                                                                                                   service

Transamerica Trailer                     France                100% Greybox L.L.C.                 Leasing
   Leasing S.N.C.

Greybox Services Limited                 U.K.                  100% TLHI                           Intermodal Leasing

Intermodal Equipment, Inc.               Delaware              100% TLHI                           Intermodal leasing

Transamerica Leasing N.V.                Belg.                 100% Intermodal Equipment Inc.      Leasing

Transamerica Leasing SRL                 Italy                 100% Intermodal Equipment Inc.      Leasing

Transamerica Distribution                Delaware              100% TLHI                           Provided door-to-door
   Services, Inc.                                                                                  services for the domestic
                                                                                                   transportation of temperature-
                                                                                                   sensitive products

Transamerica Leasing                     Belg.                 100% TLHI                           Leasing
  Coordination Center

Transamerica Leasing do                  Braz.                 100% TLHI                           Container Leasing
   Brasil Ltda.

Transamerica Leasing GmbH                Germany               100% TLHI                           Leasing

Transamerica Leasing Limited             U.K.                  100% TLHI                           Leasing

ICS Terminals (UK) Limited               U.K.                  100% Transamerica.                  Leasing
                                                               Leasing Limited

Transamerica Leasing Pty. Ltd.           Australia             100% TLHI                           Leasing

Transamerica Leasing (Canada) Inc.       Canada                100% TLHI                           Leasing

Transamerica Leasing (HK) Ltd.           H.K.                  100% TLHI                           Leasing

Transamerica Leasing                     S. Africa             100% TLHI                           Intermodal leasing
   (Proprietary) Limited

Transamerica Tank Container              Australia             100% TLHI                           The Australian (domestic)
   Leasing Pty. Limited                                                                            leasing of tank containers

Transamerica Trailer Holdings I Inc.     Delaware              100% TLHI                           Holding company

Transamerica Trailer Holdings II, Inc.   Delaware              100% TLHI                           Holding company
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Transamerica Trailer Holdings III, Inc.  Delaware              100% TLHI                           Holding company

Transamerica Trailer Leasing AB          Swed.                 100% TLHI                           Leasing

Transamerica Trailer Leasing AG          Swetzerland           100% TLHI                           Leasing

Transamerica Trailer Leasing A/S         Denmark               100% TLHI                           Leasing

Transamerica Trailer Leasing GmbH        Germany               100% TLHI                           Leasing

Transamerica Trailer Leasing             Belgium               100% TLHI                           Leasing
   (Belgium) N.V.

Transamerica Trailer Leasing             Netherlands           100% TLHI                           Leasing
   (Netherlands) B.V.

Transamerica Trailer Spain S.A.          Spain                 100% TLHI                           Leasing

Transamerica Transport Inc.              New Jersey            100% TLHI                           Dormant

Transamerica Commercial                  Delaware              100% Transamerica Fin. Corp.        Holding company for
   Finance Corporation, I ("TCFCI")                                                                Commercial/consumer
                                                                                                   finance subsidiaries

Transamerica Equipment Financial         Delaware              100% TCFCI
   Services Corporation

BWAC Credit Corporation                  Delaware              100% TCFCI

BWAC International Corporation           Delaware              100% TCFCI

BWAC Twelve, Inc.                        Delaware              100% TCFCI                          Holding company for
                                                                                                   premium finance subsidiaries

TIFCO Lending Corporation                Illinois              100% BWAC Twelve, Inc.              General financing & other
                                                                                                   services in the US &
                                                                                                   elsewhere

Transamerica Insurance Finance           Maryland              100% BWAC Twelve, Inc.              Provides insurance premium
   Corporation ("TIFC")                                                                            financing in the US with the
                                                                                                   exception of CA and HI

Transamerica Insurance Finance           Maryland              100% TIFC                           Provides Insurance premium
   Company (Europe)                                                                                financing in California

Transamerica Insurance Finance           California            100% TIFC                           Disability ins. & holding co.
   Corporation, California                                                                         for various insurance
                                                                                                   subsidiaries of Transamerica
                                                                                                   Corporation
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Transamerica Insurance Finance           ON                    100% TIFC                           Provides ins. premium
   Corporation, Canada                                                                             financing in Canada

Transamerica Business Credit             Delaware              100% TCFCI                          Provides asset based lending
   Corporation ("TBCC")                                                                            leasing & equip. financing

Transamerica Mezzanine                   Delaware              100% TBCC                           Holds investments in several
   Financing, Inc.                                                                                 joint ventures/partnerships

Transamerica Business Advisory Grp.      Delaware              100% TBCC

Bay Capital Corporation                  Delaware              100% TBCC                           Special purpose company for
                                                                                                   the purchase of real estate tax
                                                                                                   liens

Coast Funding Corporation                Delaware              100% TBCC                           Special purpose company for
                                                                                                   the purchase of real estate tax
                                                                                                   liens

Transamerica Small Business              Delaware              100% TBCC
   Capital, Inc. ("TSBC")

Emergent Business Capital                Delaware              100% TSBC
   Holdings, Inc.

Gulf Capital Corporation                 Delaware              100% TBCC                           Special purpose company for
                                                                                                   the purchase of real estate tax
                                                                                                   liens

Direct Capital Equity Investment, Inc.   Delaware              100% TBCC                           Small business loans

TA Air East, Corp                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air I, Corp.                          Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air II, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air III, Corp.                        Delaware              100% TBCC                           special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
TA Air IV, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air V, Corp.                          Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air VI, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air VII, Corp.                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest or
                                                                                                   leases aircraft

TA Air VIII, Corp.                       Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest or
                                                                                                   leases aircraft

TA Air IX, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air X, Corp.                          Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air XI, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air XII, Corp.                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air XIII, Corp.                       Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air XIV, Corp.                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft

TA Air XV, Corp.                         Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest
                                                                                                   or leases aircraft
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
TA Marine I Corp.                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest or
                                                                                                   leases barges or ships

TA Marine II Corp.                       Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest or
                                                                                                   leases barges or ships

TBC I, Inc.                              Delaware              100% TBCC                           Special purpose corp.

TBC II, Inc.                             Delaware              100% TBCC                           Special purpose corp.

TBC III, Inc.                            Delaware              100% TBCC                           Special purpose corp.

TBC IV, Inc.                             Delaware              100% TBCC                           Special purpose corp.

TBC V, Inc.                              Delaware              100% TBCC                           Special purpose corp.

TBC VI, Inc.                             Delaware              100% TBCC                           Special purpose corp.

TBC Tax I, Inc.                          Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien

TBC Tax II, Inc.                         Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien

TBC Tax III, Inc.                        Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien

TBC Tax IV, Inc.                         Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien

TBC Tax V, Inc.                          Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase or real estate tax lien

TBC Tax VI, Inc.                         Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase or real estate tax lien

TBC Tax VII, Inc.                        Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase or real estate tax lien

TBC Tax VIII, Inc.                       Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien

TBC Tax IX, Inc.                         Delaware              100% TBCC                           Special purpose co. for the
                                                                                                   purchase of real estate tax lien
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
The Plain Company                        Delaware              100% TBCC                           Special purpose corp. which
                                                                                                   hold an ownership interest or
                                                                                                   leases aircraft.

Transamerica Distribution                Delaware              100% TCFCI                          Holding corp. for inventory,
   Finance Corporation ("TDFC")                                                                    comm. Leasing, retail finance
                                                                                                   comm. Recovery service and
                                                                                                   accounts

Transamerica Accounts Holding Corp.      Delaware              100% TDFC

Transamerica Commercial                  Delaware              100% TDFC                           Wholesale floor plan for
   Finance Corporation ("TCFC")                                                                    appliances, electronics,
                                                                                                   computers, office equip. and
                                                                                                   marine equipment.

Transamerica Acquisition                 Canada                100% TCFC                           Holding company
 Corporation, Canada

Transamerica Distribution Finance        Delaware              100% TCFC
   Corporation - Overseas, Inc.
  ("TDFCO")

TDF Mauritius Limited                    Mauritius             100% TDFCO                          Mauritius holding company
                                                                                                   of our Indian Joint Venture

Inventory Funding Trust                  Delaware              100% TCFC

Inventory Funding Company, LLC           Delaware              100% Inventory Funding Trust

TCF Asset Management Corporation         Colorado              100% TCFC                           A depository for foreclosed
                                                                                                   real and personal property

Transamerica Joint Ventures, Inc.        Delaware              100% TCFC                           To enter into general partner-
                                                                                                   ships for the ownership of
                                                                                                   comm. & finance business

Transamerica Inventory                   Delaware              100% TDFC                           Holding co. for inventory
   Finance Corporation ("TIFC")                                                                    finance subsidiaries

Transamerica GmbH, Inc.                  Delaware              100% TIFC                           Commercial lending in
                                                                                                   Germany

Transamerica Fincieringsmaatschappij
   B.V.                                  Netherlands           100% Trans. GmbH, Inc.              Commercial lending in
                                                                                                   Europe
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
BWAC Seventeen, Inc.                     Delaware              100% TIFC                           Holding co. for principal
                                                                                                   Canadian operation, Trans-
                                                                                                   America Comm. Finance
                                                                                                   Corp, Canada

Transamerica Commercial                  ON                    100% BWAC Seventeen, Inc.           Shell corp.- Dormant
   Finance Canada, Limited

Transamerica Commercial                  Canada                100% BWAC Seventeen, Inc.           Commercial finance
   Finance Corporation, Canada

BWAC Twenty-One, Inc.                    Delaware              100% TIFC                           Holding co. for United
                                                                                                   Kingdom operation, Trans-
                                                                                                   America Comm. Finance
                                                                                                   Limited

Transamerica Commercial                  U.K.                  100% BWAC Twenty-One Inc.           Commercial lending in the
   Finance Limited ("TCFL")                                                                        United Kingdom.

Whirlpool Financial Corporation                                100% TCFL                           Inactive commercial finance
    Polska Spzoo                                                                                   Company in Poland

Transamerica Commercial                  U.K.                  100% BWAC Twenty-One Inc.           Holding Company
   Holdings Limited

Transamerica Commercial Finance          U.K.                  100% Trans. Commercial
   Limited                                                     Holdings Limited

Transamerica Commercial Finance          France                100% BWAC Twenty-One Inc.           Carries out factoring trans-
   France S.A.                                                                                     actions in France & abroad

Transamerica GmbH Inc.                   Delaware              100% BWAC Twenty-One Inc.           Holding co. for Transamerica
                                                                                                   Financieringsmaatschappij
                                                                                                   B.V.

Transamerica Retail Financial            Delaware              100% TIFC                           Provides retail financing
   Services Corporation ("TRFSC")

Transamerica Bank, NA                    Delaware              100% TRFSC                          Bank (Credit Cards)

Transamerica Consumer Finance            Delaware              100% TRFSC                          Consumer finance holding
   Holding Company ("TCFHC")                                                                       company

Transamerica Mortgage Company            Delaware              100% TCFHC                          Consumer mortgages

Transamerica Consumer Mortgage           Delaware              100% TCFHC                          Securitization company
   Receivables Company

Metropolitan Mortgage Company            Florida               100% TCFHC                          Consumer mortgages
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Easy Yes Mortgage, Inc.                  Florida               100% Metropolitan Mtg. Co.          No active business/Name
                                                                                                   holding only

Easy Yes Mortgage, Inc.                  Georgia               100% Metropolitan Mtg. Co.          No active business/Name
                                                                                                   holding only

First Florida Appraisal Services, Inc.   Georgia               100% Metropolitan Mtg. Co.          Appraisal and inspection
                                                                                                   services

First Georgia Appraisal Services, Inc.   Georgia               100% First FL App. Srvc, Inc.       Appraisal services

Freedom Tax Services, Inc.               Florida               100% Metropolitan Mtg. Co.          Property tax information
                                                                                                   services

J.J. & W. Advertising, Inc.              Florida               100% Metropolitan Mtg. Co.          Advertising and marketing
                                                                                                   services

J.J. & W. Realty Corporation             Florida               100% Metropolitan Mtg. Co.          To hold problem REO
                                                                                                   properties

Liberty Mortgage Company of              Florida               100% Metropolitan Mtg. Co.          No active business/Name
   Ft. Myers, Inc.                                                                                 holding only

Metropolis Mortgage Company              Florida               100% Metropolitan Mtg. Co.          No active business/Name
                                                                                                   holding only

Perfect Mortgage Company                 Florida               100% Metropolitan Mtg. Co.          No active business/Name
                                                                                                   holding only

Transamerica Vendor Financial Srvc.      Delaware              100% TDFC                           Provides commercial lease

Transamerica Distribution Finance                              100% TCFCI
   Corporation de Mexico ("TDFCM")

TDF de Mexico                            Mexico                100% TDFCM

Transamerica Corporate Services                                100% TDFCM
   De Mexico

Transamerica Home Loan                   California            100% TFC                            Consumer mortgages

Transamerica Lending Company             Delaware              100% TFC                            Consumer lending

Transamerica Financial Products, Inc.    California            100% Transamerica Corp.             Service investments

Transamerica Insurance Corporation       California            100% Transamerica Corp.             Provides insurance premium
   of California ("TICC")                                                                          financing in California
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Arbor Life Insurance Company             Arizona               100% TICC                           Life insurance, disability
                                                                                                   insurance

Plaza Insurance Sales Inc.               California            100% TICC                           Casualty insurance placement

Transamerica Advisors, Inc.              California            100% TICC                           Retail sale of investment
                                                                                                   advisory services

Transamerica Annuity Services Corp.      New Mexico            100% TICC                           Performs services required for
                                                                                                   structured settlements

Transamerica Financial Resources, Inc.   Delaware              100% TICC                           Retail sale of securities
                                                                                                   products

Financial Resources Insurance            Texas                 100% Transamerica Fin. Res.         Retail sale of securities
   Agency of Texas                                                                                 products

TBK Insurance Agency of Ohio, Inc.       Ohio                  100% Transamerica Fin. Res.         Variable insurance contract
                                                                                                   sales in state of Ohio

Transamerica Financial Resources         Alabama               100% Transamerica Fin. Res.         Insurance agent & broker
   Agency of Alabama, Inc.

Transamerica Financial Resources Ins.    Massachusetts         100% Transamerica Fin. Res.         Insurance agent & broker
   Agency of Massachusetts, Inc.

Transamerica International Insurance     Delaware              100% TICC                           Holding & administering
   Services, Inc. ("TIIS")                                                                         foreign operations

Home Loans and Finance Ltd.              U.K.                  100% TIIS                           Inactive

Transamerica Occidental Life             California            100% TICC                           Licensed in all forms of life
   Insurance Company ("TOLIC")                                                                     insurance, accident and
                                                                                                   sickness insurance

NEF Investment Company                   California            100% TOLIC                          Real estate development

Transamerica Life Insurance and          N. Carolina           100%TOLIC                           Writes life and pension ins.
   Annuity Company ("TLIAC")                                                                       originally incorporated in CA
                                                                                                   April 14, 1966

Transamerica Assurance Company           Missouri              100% TLIAC                          Life and disability insurance

Gemini Investments, Inc.                 Delaware              100% TLIAC                          Investment subsidiary

Transamerica Life Insurance Company      Canada                100% TOLIC                          Sells individual life insurance
  of Canada                                                                                        & investment products in all
                                                                                                   provinces and territories of
                                                                                                   Canada
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Transamerica Life Insurance Company      New York              100% TOLIC                          Licensed in NY to market life
   of New York                                                                                     insurance, annuities and
                                                                                                   health
                                                                                                   insurance

Transamerica South Park                  Delaware              100% TOLIC                          Provide market analysis of
   Resources, Inc.                                                                                 certain undeveloped land
                                                                                                   holdings held by TOLIC

Transamerica Variable Insurance          Maryland              100% TOLIC                          Mutual Fund
   Fund, Inc.

USA Administration Services, Inc.        Kansas                100% TOLIC                          Third party administrator

Transamerica Products. Inc.              California            100% TICC                           Parent co. of various
                                                                                                   subsidiary corp. which are
                                                                                                   formed to be co-general
                                                                                                   partners of proprietary limited

Transamerica Securities Sales Corp.      Maryland              100% Transamerica Prod. Inc.        Retail sale of the variable life
                                                                                                   ins. and variable annuity
                                                                                                   products of the Transamerica
                                                                                                   life companies

Transamerica Service Company             Delaware              100% Transamerica Prod. Inc.        Passive loss tax service for
                                                                                                   Lloyd's U.S. names

Transamerica Intellitech, Inc.           Delaware              100% TICC                           Real estate information and
                                                                                                   technology services

Transamerica International               Delaware              100% TICC                           Investments
   Holdings, Inc.

Transamerica Investment Services, Inc.   Delaware              100% TICC                           Investment adviser

Transamerica Income Shares, Inc.         Maryland              100% Trans. Invest. Srvc. Inc.      Transamerica investment
                                                                                                   services

Transamerica LP Holdings Corp.           Delaware              100% TICC                           Limited partnership

                                                                                                   Investment
                                                                                                   (initial
                                                                                                   limited
                                                                                                   partner
                                                                                                   of
                                                                                                   Transamerica
                                                                                                   Delaware,
                                                                                                   L.P.)

Transamerica Real Estate Tax Service     N/A                   100% TICC                           Real estate tax reporting and
  (A Division of Transamerica Corp)                                                                processing services

Transamerica Realty Services, Inc.       Delaware              100% TICC                           Responsible for real estate
                                                                                                   investments for Transamerica
</TABLE>
<PAGE>

<TABLE>
<S>                                      <C>                  <C>                                  <C>
Bankers Mortgage Company of CA           California            100% Transamerica Realty Srv.       Holds bank account and owns
                                                                                                   certain residual investments in
                                                                                                   certain French real estate
                                                                                                   projects which are managed
                                                                                                   special purpose company for
                                                                                                   the purchase of real estate tax
                                                                                                   liens.

Pyramid Investment Corporation           Delaware              100% Transamerica Realty Srv.       Owns office buildings in San
                                                                                                   Francisco and other properties

The Gilwell Company                      California            100% Transamerica Realty Srv.       Ground lessee of 517
                                                                                                   Washington Street,
                                                                                                   San Francisco

Transamerica Affordable Housing, Inc.    California            100% Transamerica Realty Srv.       Owns general partnership
                                                                                                   interests in low-income
                                                                                                   housing tax credit
                                                                                                   partnerships

Transamerica Minerals Company            California            100% Transamerica Realty Srv.       Owner and lessor of oil and
                                                                                                   gas properties

Transamerica Oakmont Corporation         California            100% Transamerica Realty Srv.       General partner in
                                                                                                   Transamerica/Oakmont
                                                                                                   Retirement Associates

Transamerica Senior Properties, Inc.     Delaware              100% TICC                           Owns congregate care and
                                                                                                   assisted living retirement
                                                                                                   Properties

Transamerica Senior Living, Inc.         Delaware              100% Trans. Sr. Prop. Inc.          Manages congregate care and
                                                                                                   assisted living retirement
                                                                                                   properties.
</TABLE>
<PAGE>



Item 31.  Number of Contract Owners

As of December 31, 1999, there were 0 Owners of the Policies.
                                   ---
Item 32.  Indemnification

The New York Code (Sections 721 et. seq.) provides for permissive
                                -------
indemnification in certain situations, mandatory indemnification in other
situations, and prohibits indemnification in certain situations. The Code also
specifies procedures for determining when indemnification payments can be made.

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

Item 33.  Business and Other Connections of Investment Adviser

Manager - Endeavor 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)
<PAGE>

 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 oficers and director
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>
<S>                            <C>
Larry N. Norman                Ann Spaes
Director and President         Director and Vice President

Frank A. Camp                  Bob Warner
Secretary                      Assistant Compliance Officer

Lisa Wachendorf                Linda Gilmer
Director, Vice President and   Treasurer/Controller
Chief Compliance Officer
                               Priscilla Hechler
Thomas R. Moriarty             Assistant Vice President and Assistant Secretary
Vice President

Emily Bates                    Thomas Pierpan
Assistant Treasurer            Assistant Vice President and Assistant Secretary

Clifton Flenniken              Darin D. Smith
Assistant Treasurer            Assistant Vice President and Assistant Secretary
</TABLE>

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 serves as the principal underwriter for the PFL
Endeavor Variable Annuity Account, the PFL Endeavor Platinum Variable Annuity
Account, the PFL Retirement Builder Variable Annuity Account, the PFL Life
Variable Annuity Account A, the PFL Life Variable Annuity Account C, the PFL
Life Variable Annuity Account D, the PFL Wright Variable Annuity Account and the
AUSA Endeavor Variable Annuity Account. These accounts are separate accounts of
PFL Life Insurance Company or AUSA Life Insurance Company, Inc. 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.

Commissions and Other Compensation Received by Principal Underwriter. AFSG
Securities Corporation, the broker/dealer, received $0 and $0 from the
Registrant for the year ending December 31, 1999 and December 31, 1998,
respectively 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.
<PAGE>

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
AUSA Life Insurance Company, Inc. at 666 Fifth Avenue, new York, NY 10103, or
its Service Office, Financial Markets Division - Variable Annuity Department,
4333 Edgewood Road N.E., Cedar Rapids, IA 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 AUSA Life at the address or phone number listed
in the Prospectus.

(e) AUSA Life Insurance Company, Inc. 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 AUSA Life Insurance Company, Inc.

Section 403 (b) Representations
- -------------------------------

AUSA Life 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, 2000.

                                       AUSA ENDEAVOR TARGET ACCOUNT

                                       By:  /s/ Vincent J. McGuinness, Jr.
                                          --------------------------------------
                                                Vincent J. McGuinness, Jr.
                                                President

                                       AUSA LIFE INSURANCE COMPANY, INC.

                                       By:      /s/ Tom A. Schlossberg
                                          --------------------------------------
                                                Tom A. Schlossberg
                                                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 dates indicated.

<TABLE>
<CAPTION>

Signature                                   Title                      Date
- ---------                                   -----                      ----
<S>                                         <C>                        <C>
/s/ Vincent J. McGuinness                   Manager                    April 27, 2000
- ------------------------------------
Vincent J.  McGuinness

/s/ Timothy A. Devine                       Manager                    April 27, 2000
- ------------------------------------
Timothy A.  Devine

/s/ Thomas J. Hawekotte                     Manager                    April 27, 2000
- ------------------------------------
Thomas J.  Hawekotte

/s/ Steven L. Klosterman                    Manager                    April 27, 2000
- ------------------------------------
Steven L.  Klosterman

/s/ Halbert D. Lindquist                    Manager                    April 27, 2000
- ------------------------------------
Halbert D. Lindquist

/s/ Peter F. Muratore                       Manager                    April 27, 2000
- ------------------------------------
Peter F. Muratore

/s/ Keith H. Wood                           Manager                    April 27, 2000
- ------------------------------------
Keith H.  Wood

/s/ William L. Busler                       Manager                    April 27, 2000
- ------------------------------------
William L. Busler

/s/ Vincent J. McGuinness, Jr.              Treasurer,                 April 27, 2000
- ------------------------------------        Chief Financial Officer
Vincent J.  McGuinness, Jr.

/s/ Robert Hickey                           Power of Attorney          April 27, 2000
- ------------------------------------
Robert Hickey
</TABLE>
<PAGE>

                                                                Registration No.
                                                                       333-76803




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                                    EXHIBITS

                                       TO

                                    FORM N-3

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                       FOR

                          AUSA ENDEAVOR TARGET ACCOUNT

                                 ---------------
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.     Description of Exhibit                          Page No. *
- -----------     ----------------------                          ----------

(13)(b)         Consent of Independent Auditors










* Page numbers included only in manually executed original, in compliance with
  Rule 403(d).

<PAGE>

                                EXHIBIT (13)(b)

                              CONSENT OF AUDITORS



<PAGE>

                        Consent of Independent Auditors



We consent to the reference to our firm under the caption "Independent Auditors"
in the Statement of Additional Information and to the use of our reports (1)
dated January 28, 2000 with respect to the subaccounts of AUSA Endeavor Variable
Annuity Account which are available for investment by contract owners of The
Endeavor Variable Annuity and (2) dated February 18, 2000 with respect to the
statutory-basis financial statements of AUSA Life Insurance Company, Inc.,
included in Post-Effective Amendment No. 1 to the Registration Statement (Form
N-3 No. 333-76803) and related Prospectus of The Endeavor Variable Annuity.


                                                     /s/  Ernst & Young, LLP

Des Moines, Iowa
April 24, 2000






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