PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT /NEW/, 485BPOS, 1995-04-28

PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT /NEW/
485BPOS, 1995-04-28

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<PAGE>

As filed with the Securities and Exchange Commission on April 27, 1995
Registration No. 33-56908
811-06032

- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PFL ENDEAVOR PLATINUM VARIABLE ANNUITY
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 5 X

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 18 X

PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT
-------------------------------------
(Exact Name of Registrant)

PFL LIFE INSURANCE COMPANY
--------------------------
(Name of Depositor)

4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499
--------------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code

(319) 398-8511

Craig D. Vermie, Esquire
PFL Life Insurance Company
4333 Edgewood Road, N.E.
Cedar Rapids, Iowa 52499
(Name and Address of Agent for Service)

Copy to:

Frederick R. Bellamy, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

PLATREVC

1
<PAGE>

DECLARATION PURSUANT TO RULE 24f-2

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant declares that a notice pursuant to Rule 24f-2 for the year
ended December 31, 1994 was filed on February 27, 1995.

______________

It is proposed that this filing will become effective:

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

X on May 1, 1995 pursuant to paragraph (b) of Rule 485

___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485

___ on _______ pursuant to paragraph (a)(i) of Rule 485

___ 75 days after filing pursuant to paragraph (a)(ii)

___ on _________ pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

__ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

2
<PAGE>

CROSS REFERENCE SHEET
Pursuant to Rule 495

Showing Location in Part A (Prospectus) and
Part B (Statement of Additional Information)
of Registration Statement of Information Required by Form N-4
-------------------------------------------------------------

PART A
------
<TABLE>
<CAPTION>

Item of Form N-4 Prospectus Caption
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<S> <C>
1. Cover Page........................... Cover Page

2. Definitions.......................... Definitions

3. Synopsis............................. Summary; Historical Performance
Data

4. Condensed Financial Information...... Financial Statements

5. General
(a) Depositor...................... PFL Life Insurance Company
(b) Registrant..................... The Mutual Fund Account
(c) Portfolio Company.............. The Mutual Fund Account
(d) Fund Prospectus................ The Mutual Fund Account
(e) Voting Rights.................. Voting Rights

6. Deductions and Expenses
(a) General........................ Charges and Deductions
(b) Sales Load %................... N/A
(c) Special Purchase Plan.......... N/A
(d) Commissions.................... Distributor of the Policies
(e) Expenses - Registrant.......... N/A
(f) Fund Expenses.................. Expenses Including Investment
Advisory Fees
(g) Organizational Expenses........ N/A

7. Policies
(a) Persons with Rights............ The Policy; Election of Annuity
Option; Determination of Annuity
Payments; Annuity Commencement
Date; Ownership of the Policy
Voting Rights
(b) (i) Allocation of Premium
Payments................. Allocation of Premiums
(ii) Transfers................ Transfers
(iii) Exchanges................ N/A
(c) Changes........................ Addition, Deletion or
Substitution of Investments;
Election of Annuity Option;
Annuity Commencement Date;
Beneficiary; Ownership of the
Policy
</TABLE>

4
<PAGE>

<TABLE>
<S> <C>
(d) Inquiries....................... Summary

8. Annuity Period....................... Annuity Options

9. Death Benefit........................ Death of Annuitant Prior to
Annuity Commencement Date

10. Purchase and Policy Values
(a) Purchases....................... Policy Application and Issuance
of Policies; Premiums
(b) Valuation....................... Policy Value; The Mutual Fund
Account Value
(c) Daily Calculation............... The Mutual Fund Account Value
(d) Underwriter..................... Distributor of the Policies

11. Redemptions
(a) By Owners....................... Surrenders
By Annuitant.................... N/A
(b) Texas ORP....................... Restrictions Under the Texas
Optional Retirement Program
(c) Check Delay..................... Payment not Honored by Bank
(d) Lapse........................... N/A
(e) Free Look....................... Summary

12. Taxes................................ Certain Federal Income Tax
Consequences

13. Legal Proceedings.................... Legal Proceedings

14. Table of Contents for the
Statement of Statement of Additional
Additional Information............... Information

<CAPTION>
PART B
------

Item of Form N-4 Statement of Additional
- ---------------- Information Caption
-------------------
<S> <C>
15. Cover Page.......................... Cover Page

16. Table of Contents................... Table of Contents

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

18. Services............................
(a) Fees and Expenses
of Registrant.................. N/A
(b) Management Policies............ N/A
(c) Custodian...................... Custody of Assets
Independent
Auditors....................... Independent Auditors
</TABLE>
5
<PAGE>

<TABLE>
<S> <C>
(d) Assets of Registrant........... Custody of Assets
(e) Affiliated Person.............. N/A
(f) Principal Underwriter.......... Distribution of the Policies

19. Purchase of Securities
Being Offered....................... Distribution of the Policies
Offering Sales Load................. N/A

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

21. Calculation of Performance
Data................................ Calculation of Yields and Total
Returns; Other Performance Data
22. Annuity Payments.................... (Prospectus) Election of Annuity
Option; (Prospectus)
Determination of Annuity Payments

23. Financial Statements................ Financial Statements

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

Item of Form N-4 Part C Caption
- ---------------- --------------
<S> <C>
24. Financial Statements
and Exhibits........................ Financial Statements and Exhibits
(a) Financial Statements........... Financial Statements
(b) Exhibits....................... Exhibits

25. Directors and Officers of Directors and Officers of the
the Depositor....................... Depositor

26. Persons Controlled By or Under Persons Controlled By or Under
Common Control with the Common Control with the
Depositor or Registrant............. Depositor or Registrant

27. Number of Policyowners.............. Number of Policyowners

28. Indemnification..................... Indemnification

29. Principal Underwriters.............. Principal Underwriters

30. Location of Accounts
and Records......................... Location of Accounts and Records

31. Management Services................. Management Services

32. Undertakings........................ Undertakings

Signature Page...................... Signatures

</TABLE>

6
<PAGE>

PROSPECTUS May 1, 1995

THE ENDEAVOR PLATINUM VARIABLE ANNUITY

Issued Through

PFL ENDEAVOR VARIABLE ANNUITY ACCOUNT

PFL LIFE INSURANCE COMPANY

This Prospectus describes the Endeavor Platinum Variable Annuity (the
"Policy"), a Flexible Premium Variable Annuity offered by PFL Life Insurance
Company ("PFL"). The Policy is designed to aid in long-term financial planning
and provides for the accumulation of capital by individuals on a tax-deferred
basis for retirement or other long-term purposes. The Policy may be purchased
with a minimum initial Premium Payment of $25,000. An Owner generally may make
additional Premium Payments of at least $1,000 each (or $50 for a Policy used
in connection with a Tax Deferred 403(b) Annuity) at any time before the
Annuity Commencement Date.

Before the Annuity Commencement Date, the Owner may allocate Premium Payments
to one or more Subaccounts of the PFL Endeavor Variable Annuity Account (the
"Mutual Fund Account"). The Mutual Fund Account has nine different Subaccounts
(the "Subaccounts"). Assets of each Subaccount are invested in a corresponding
Portfolio of a mutual fund, the WRL Growth Portfolio of the WRL Series Fund,
Inc., or the Endeavor Series Trust (the "Underlying Funds"). The Underlying
Funds currently have nine Portfolios available for the Policies: the WRL Growth
Portfolio, managed by Janus Capital Corporation; the Managed Asset Allocation
Portfolio; the Money Market Portfolio; the T. Rowe Price International Stock
Portfolio; the Quest for Value Equity Portfolio; the Quest for Value Small Cap
Portfolio; the U.S. Government Securities Portfolio; the T. Rowe Price Equity
Income Portfolio; and the T. Rowe Price Growth Stock Portfolio. The Underlying
Funds are described in separate prospectuses that accompany this Prospectus.

THE POLICY IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY
BANK OR DEPOSITORY INSTITUTION, AND THE POLICY IS NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER AGENCY, AND INVOLVES
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT PROSPECTUS FOR THE
ENDEAVOR SERIES TRUST AND FOR THE WRL GROWTH PORTFOLIO OF THE WRL SERIES FUND,
INC. CERTAIN PORTFOLIOS MAY NOT BE AVAILABLE IN ALL STATES.

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

After the Annuity Commencement Date, the owner may allocate annuity units to
one or more Subaccounts of the PFL Endeavor Variable Annuity Account, to a
Fixed Account which guarantees a fixed payment amount, or to a combination of
these.

The Policy Value will vary in accordance with the investment performance of
the Subaccounts selected by the Owner. Therefore, the Owner bears the entire
investment risk under this Policy for all amounts allocated to the Mutual Fund
Account.

The Policies provide for monthly annuity payments to be made by PFL for the
life of the Annuitant or for some other period, beginning on the Annuity
Commencement Date selected by the Owner. Prior to the Annuity Commencement
Date, the Owner can transfer amounts among the subaccounts of the Mutual Fund
Account. The Owner can also elect to surrender all or any portion of the Cash
Value in exchange for a cash withdrawal payment from PFL; however, withdrawals
may be taxable (and subject to a 10% federal tax penalty if made before age 59
1/2).

This Prospectus sets forth the information that a prospective investor should
consider before investing in a Policy. A Statement of Additional Information
about the Policy and the Mutual Fund Account, which has the same date as this
Prospectus, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Statement of Additional Information dated
May 1, 1995 is available at no cost to any person requesting a copy by writing
PFL at the Administrative and Service Office or by calling 1-800-525-6205. The
table of contents of the Statement of Additional Information is included at the
end of this Prospectus.

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

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

Please Read This Prospectus Carefully And Retain it For Future Reference.

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

Quest for Value is a service mark of Oppenheimer Capital.

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<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS............................................................... 4
SUMMARY................................................................... 7
CONDENSED FINANCIAL INFORMATION........................................... 13
FINANCIAL STATEMENTS...................................................... 14
HISTORICAL PERFORMANCE DATA............................................... 14
Standardized Performance Data........................................... 14
Hypothetical Performance Data of Subaccounts............................ 15
T. Rowe Price Equity Income Subaccount and T. Rowe Price Growth Stock
Subaccount............................................................ 16
T. Rowe Price International Stock Subaccount............................ 16
Non-Standardized Performance Data....................................... 17
PUBLISHED RATINGS......................................................... 17
PFL LIFE INSURANCE COMPANY................................................ 18
THE MUTUAL FUND ACCOUNT................................................... 18
Transfers............................................................... 22
Telephone Transactions.................................................. 22
Dollar Cost Averaging................................................... 23
THE POLICY................................................................ 23
Policy Application and Issuance of Policies............................. 24
Premium Payments........................................................ 24
Policy Value............................................................ 25
Non-participating Policy................................................ 26
DISTRIBUTIONS UNDER THE POLICY............................................ 26
Surrenders.............................................................. 26
Systematic Withdrawal Plan.............................................. 26
Annuity Payments........................................................ 27
Annuity Commencement Date............................................. 27
Election of Payment Option............................................ 27
Premium Tax........................................................... 28
Supplementary Policy.................................................. 28
Annuity Payment Options................................................. 28
Death Benefit........................................................... 31
Death of Annuitant Prior to Annuity Commencement Date................. 31
Death of Annuitant On or After Annuity Commencement Date.............. 33
Beneficiary........................................................... 33
Death of Owner.......................................................... 33
Restrictions Under the Texas Optional Retirement Program................ 33
Restrictions Under Section 403(b) Plans................................. 34
CHARGES AND DEDUCTIONS.................................................... 34
Mortality and Expense Risk Charge....................................... 34
Administrative Charges.................................................. 35
Distribution Financing Charges.......................................... 35
Premium Taxes........................................................... 36
Federal, State and Local Taxes.......................................... 36
Transfer Charge......................................................... 36
Other Expenses Including Investment Advisory Fees....................... 36
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................... 36
Tax Status of the Policy................................................ 37
Taxation of Annuities................................................... 38
DISTRIBUTOR OF THE POLICIES............................................... 42
VOTING RIGHTS............................................................. 42
LEGAL PROCEEDINGS......................................................... 43
STATEMENT OF ADDITIONAL INFORMATION....................................... 44
</TABLE>

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<PAGE>

DEFINITIONS

Accumulation Unit--An accounting unit of measure used in calculating the
Policy Value.

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

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

Annuity Commencement Date--The date upon which Annuity Payments are to
commence.

Annuity Payment Option or Payment Option--A method of receiving a stream of
Annuity Payments.

Annuity Purchase Value--An amount equal to the Policy Value for the Valuation
Period which ends immediately preceding the Annuity Commencement Date reduced
by any applicable premium or similar taxes.

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

Beneficiary--Before the Annuity Commencement Date, the person to whom the
death proceeds will be paid if the Annuitant, who is also the Owner, dies.
After the Annuity Commencement Date, the person to whom payments will be made
if the Annuitant dies. In the event the Annuitant, who is not the Owner, dies
prior to the Annuity Commencement Date, the Owner will become the Annuitant
unless the Owner specifically requests on the application or in writing that
the death benefit be paid upon the Annuitant's death and PFL agrees to such an
election.

Business Day--A day when the New York Stock Exchange is open for business and
that is a regular business day of the Endeavor Administrative and Service
Office.

Cash Value--The Policy Value less any applicable premium taxes.

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

Date of Issue--The date the Policy is issued, as shown on the Policy Schedule
Page.

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

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<PAGE>

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

Mutual Fund Account--The PFL Endeavor Variable Annuity Account, a separate
account established and registered as a unit investment trust under the
Investment Company Act of 1940, as amended, to which Premium Payments under the
Policies may be allocated and which invests in the WRL Growth Portfolio of the
WRL Series Fund, Inc., managed by Janus Capital Corporation, and the Endeavor
Series Trust.

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

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

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

Policy Anniversary--Each anniversary of the Date of Issue.

Policy Owner or Owner--The person who may exercise all rights and privileges
under the Policy. The Policy Owner during the lifetime of the Annuitant and
prior to the Annuity Commencement Date is the person designated as the Policy
Owner in the application or a Successor Owner; the Policy Owner on and after
the Annuity Commencement Date is the Annuitant; and the Policy Owner after the
death of the Annuitant, who is also the Policy Owner (unless the owner has
elected in writing that the death benefit be paid upon the Annuitant's death
and PFL agrees to such an election) is the Beneficiary.

Policy Value--The sum of the value of all Accumulation Units credited to a
Policy for any particular Valuation Period in the Mutual Fund Account.

Policy Year--A Policy Year begins on the Date of Issue and each anniversary
of the Date of Issue.

Premium Payment--An amount paid to PFL by the Policy Owner or on the Policy
Owner's behalf as consideration for the benefits provided by the Policy.

Qualified Policy--A Policy that has received favorable tax treatment under
Section 401, 403(b), 408, or 457 of the Code.

Subaccount--A segregated account within the Mutual Fund Account which invests
in a specified Portfolio of the Underlying Funds.

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

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<PAGE>

Underlying Funds--The WRL Growth Portfolio of the WRL Series Fund, Inc.,
managed by Janus Capital Corporation, and the Endeavor Series Trust.

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.

Written Notice or Request--Written notice, signed by the Policy Owner, that
gives PFL the information it requires and is received at the Administrative and
Service Office.

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<PAGE>

THE ENDEAVOR PLATINUM VARIABLE ANNUITY

SUMMARY

THE POLICY

The Endeavor Platinum Variable Annuity is a Flexible Premium Variable Annuity
which can be purchased on a non-tax qualified basis ("Nonqualified Policy") or
with the proceeds from certain plans qualifying for favorable federal income
tax treatment ("Qualified Policy"). The Owner allocates the Premium Payments
among one or more Subaccounts of the PFL Endeavor Variable Annuity Account (the
"Mutual Fund Account") of PFL Life Insurance Company ("PFL"), each of which
will invest in a corresponding portfolio of the Underlying Funds.

THE MUTUAL FUND ACCOUNT

The Mutual Fund Account is a separate account of PFL, which invests
exclusively in shares of Endeavor Series Trust and the WRL Growth Portfolio of
the WRL Series Fund, Inc. (the "Underlying Funds"). The Endeavor Series Trust
is a mutual fund managed by Endeavor Investment Advisers, a general partnership
between Endeavor Management Co. and AUSA Financial Markets, Inc. (an affiliate
of PFL). Endeavor Investment Advisers contracts with TCW Funds Management, Inc.
(a subsidiary of The TCW Group, Inc.), T. Rowe Price Associates, Inc., Quest
for Value Advisors (a subsidiary of Oppenheimer Capital), The Boston Company
Asset Management, Inc. (an indirect, wholly-owned subsidiary of Mellon Bank
Corporation), and Rowe Price-Fleming International, Inc. for investment
advisory services. The WRL Growth Portfolio, managed by Janus Capital
Corporation, is a portfolio within the WRL Series Fund, Inc. which is a mutual
fund whose investment adviser is Western Reserve Life Assurance Co. of Ohio
("Western Reserve"), an affiliate of PFL. Western Reserve contracts with Janus
Capital Corporation as a subadviser to the WRL Growth Portfolio for investment
advisory services. The Underlying Funds currently have nine Portfolios: the WRL
Growth Portfolio, managed by Janus Capital Corporation; the Managed Asset
Allocation Portfolio; the Money Market Portfolio; the T. Rowe Price
International Stock Portfolio (formerly the Global Growth Portfolio); the Quest
for Value Equity Portfolio; the Quest for Value Small Cap Portfolio; the U.S.
Government Securities Portfolio; the T. Rowe Price Equity Income Portfolio; and
the T. Rowe Price Growth Stock Portfolio (the "Portfolios"). Each of the nine
Subaccounts of the Mutual Fund Account invests solely in a corresponding
Portfolio of the Underlying Funds. Because Policy Values may depend on the
investment experience of the selected Subaccounts, the Owner bears the entire
investment risk with respect to the Mutual Fund Account. (See the "Mutual Fund
Account," p. 18.)

PREMIUM PAYMENTS

A Policy may be purchased with an initial Premium Payment of at least
$25,000. An Owner may make additional Premium Payments of at

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<PAGE>

least $1,000 each or $50 each under a Policy used in connection with a Tax
Deferred 403(b) Annuity, at any time before the Annuity Commencement Date.
There is nothing deducted from Premium Payments, so all funds are invested
immediately.

On the Date of Issue, the initial Premium Payment is allocated among the
Subaccounts of the Mutual Fund Account in accordance with the allocation
percentages specified by the Owner in the Policy application. Any allocation
must be in whole percents, and the total allocation must equal 100%.
Allocations for additional Premium Payments may be changed by sending Written
Notice to PFL's Administrative and Service Office. (See "Premiums Payments," p.
24.)

TRANSFERS

An Owner can transfer Policy Values from one Subaccount to another Subaccount
with certain limitations. The minimum amount which may be transferred is the
lesser of $500 or the entire Subaccount Value. However, following a partial
transfer out of a particular Subaccount, at least $500 must remain in that
Subaccount. Transfers currently may be made as often as the Owner wishes either
by telephone (subject to the provisions described below under "Telephone
Transactions," p. 22) or by sending Written Notice to the Administrative and
Service Office.

A charge may be imposed for any transfers in excess of 12 per Policy Year,
but currently there is no charge for any transfers. (See "Transfers," p. 22.)

SURRENDERS

The Owner may elect to surrender all or a portion of the Cash Value ($500
minimum) in exchange for a cash withdrawal payment from PFL at any time prior
to the earlier of the Annuitant's death or the Annuity Commencement Date. The
Cash Value equals the Policy Value less any applicable premium taxes. A
surrender request must be made by Written Request, and a request for a partial
surrender must specify the Subaccounts from which the withdrawal is requested.
There is currently no limit on the frequency or timing of withdrawals. (See
"Surrenders," p. 26.)

CHARGES AND DEDUCTIONS

Account Charges. PFL deducts a daily charge equal to a percentage of the net
assets in the Mutual Fund Account for the mortality and expense risks assumed
by PFL. The effective annual rate of this charge is 1.25% of the value of the
Account's net assets. (See "Mortality and Expense Risk Charge," p. 34.)

PFL also deducts a daily Administrative Charge from the net assets of the
Mutual Fund Account to partially cover expenses incurred by PFL in connection
with the administration of the Account and the Policies. The effective annual
rate of this charge is .15% of the value of each Account's net assets. (See
"Administrative Charges," p. 35.)

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<PAGE>

The account charges for mortality and expense risks and administrative
expenses are guaranteed not to exceed a total of 1.40%.

Distribution Financing Charges. During the first ten Policy years PFL imposes
a daily distribution financing charge equal to an effective annual rate of
0.25% of the Policy Value. Such charge shall never exceed 8 1/2% of the Premium
Payments. (See "Distribution Financing Charges," p. 35.)

Policy Charges. There is also an annual Policy Maintenance Charge each year
for Policy maintenance and related administrative expenses. This charge
generally is $35 and will never exceed 2% of the Policy Value. For Policies
issued on or after May 1, 1995, this charge is waived if the sum of all Premium
Payments made less the sum of all partial withdrawals is at least $50,000 on
the Policy Anniversary. THIS CHARGE WILL NOT BE INCREASED IN THE FUTURE. (See
"Administrative Charges," p. 35.)

Taxes. PFL may incur premium taxes relating to the Policies. When permitted
by state law, PFL will not deduct any premium taxes related to a particular
Policy from the Policy Value until withdrawal of all Policy Value, payment of
the death benefit, or until the Annuity Commencement Date. (See "Premium
Taxes," p. 36.)

No charges are currently made against the Subaccounts for federal, state, or
local income taxes. Should PFL determine that any such taxes may be imposed
with respect to any of the Subaccounts, PFL may deduct such taxes from amounts
held in the relevant Subaccount. (See "Federal, State and Local Taxes," p. 36.)

Charges Against the Underlying Funds. The value of the net assets of the
Subaccounts of the Mutual Fund Account will reflect the investment advisory fee
and other expenses incurred by the Underlying Funds.

Expense Data. The charges and deductions are summarized in the following
tables.

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<PAGE>

<TABLE>
<CAPTION>
T. ROWE T. ROWE T. ROWE
MANAGED PRICE QUEST FOR QUEST FOR U.S. PRICE PRICE
ASSET MONEY INTERNATIONAL WRL VALUE VALUE GOVERNMENT EQUITY GROWTH
ALLOCATION MARKET STOCK GROWTH EQUITY SMALL CAP SECURITIES INCOME STOCK
---------- ------ ------------- ------ --------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MUTUAL FUND ACCOUNT
ANNUAL EXPENSES (as a
percentage of account
value)
Mortality and Expense
Risk Fees............ 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Distribution Financing
Charge............... 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25% 0.25%
Administrative Charge.. 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
---- ---- ---- ---- ---- ---- ---- ---- ----
Total Mutual Fund
Account Annual
Expenses............. 1.65% 1.65% 1.65% 1.65% 1.65% 1.65% 1.65% 1.65% 1.65%
UNDERLYING FUNDS
PORTFOLIO ANNUAL
EXPENSES (as a
percentage of average
net assets)
Management Fees........ 0.75% 0.50% 0.90% 0.80% 0.80% 0.80% 0.65% 0.80% 0.80%
Other Expenses......... 0.15% 0.35% 0.26% 0.04% 0.22% 0.23% 0.13% 0.50% 0.50%
---- ---- ---- ---- ---- ---- ---- ---- ----
Total Fund Annual
Expenses/1/.......... 0.90% 0.85% 1.16% 0.84% 1.02% 1.03% 0.78%(/1/) 1.30%(/2/) 1.30%(/2/)
</TABLE>
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/1/During 1994, the Endeavor Series Trust's investment manager waived payment
of a portion of its management fees and reimbursed other expenses for
certain Underlying Funds. Without the waiver, the actual management fee and
other expenses on an annualized basis was 1.83% of average net assets of the
U.S. Government Securities Portfolio. The Manager has agreed, until
terminated by the Manager, to assume expenses of the Portfolios that exceed
the following rates: Managed Asset Allocation-1.25%; Money Market-0.99%; T.
Rowe Price International Stock-1.53%; Quest for Value Equity-1.30%; Quest
for Value Small Cap-1.30%; U.S. Government Securities-1.00%; T. Rowe Price
Equity Income-1.30%; T. Rowe Price Growth Stock-1.30%.
/2/The Underlying Fund expenses for the T. Rowe Price Equity Income Portfolio
and T. Rowe Price Growth Stock Portfolio are estimates for the first year of
operations.

Example

An Owner would pay the following expenses on a $1,000 investment, assuming a
5% annual return on assets and surrender at the end of the applicable period:

<TABLE>
<CAPTION>
ONE THREE FIVE TEN
YEAR YEARS YEARS YEARS
---- ----- ----- -----
<S> <C> <C> <C> <C>
Managed Asset Allocation Portfolio....................... $26 $81 $139 $295
Money Market Portfolio................................... $26 $80 $136 $290
T. Rowe Price International Stock Portfolio.............. $29 $89 $152 $320
WRL Growth Portfolio..................................... $26 $79 $136 $289
Quest for Value Equity Portfolio......................... $28 $85 $145 $306
Quest for Value Small Cap Portfolio...................... $28 $85 $145 $307
U.S. Government Securities Portfolio..................... $25 $77 $132 $279
T. Rowe Price Equity Income Portfolio.................... $30 $94 $159 $338
T. Rowe Price Growth Stock Portfolio..................... $30 $94 $159 $338
</TABLE>

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

- 10 -
<PAGE>

The above tables are intended to assist the Owner in understanding the costs
and expenses that will be borne, directly or indirectly. These include the
expenses of the Underlying Funds. See "Charges and Deductions," p. 34, and the
Underlying Funds' prospectuses. In addition to the expenses listed above,
premium taxes may be applicable.

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
figures and data for Underlying Funds annual expenses have been provided by
Western Reserve Life Assurance Co. of Ohio and Endeavor Investment Advisers,
and while PFL does not dispute these figures, PFL does not guarantee their
accuracy.

In the example, the $35 Annual Policy Maintenance Charge is reflected as a
charge of 0.063% based on an average Policy Value of $55,428.

DEATH BENEFIT

In the event that the Annuitant who is not the Owner dies prior to the
Annuity Commencement Date, the Owner will become the Annuitant unless the
Owner specifically requests on the application or in writing that the death
benefit be paid upon the Annuitant's death and PFL agrees to such election.
Upon receipt of proof that the Annuitant, who is the Owner, has died before
the Annuity Commencement Date, the Death Benefit is calculated and is payable
to the Beneficiary when we receive an election of the method of settlement and
return of the Policy.

The amount of the death benefit will depend on the state where the Policy is
purchased and may depend on the death benefit option elected by the Owner.
However, the death benefit will always be at least equal to Policy Value on
the date due proof of death and election of the method of settlement are
received by PFL.

In most states, Endorsement AE872395 is available. In these states, when the
Policy is issued the Owner has the option (except if either the Annuitant or
the Owner is 75 or older) of choosing either a "5% Compund Death Benefit" or
an "Annual Step-Up Death Benefit." The 5% Compound Death Benefit is the total
Premium Payments less any "Adjusted Partial Withdrawals" (see page 32) plus
interest at an effective annual rate of 5.0%. The Annual Step-Up Death Benefit
is the highest Policy Value on any Policy Anniversary prior to age 81, plus
any Premium Payments paid less any "Adjusted Partial Withdrawals" since that
anniversary.

In other states where Endorsement AE872395 is not available, the death
benefit will be at least equal to the sum of the Premium Payments less
withdrawals and charges made, plus interest at a 5% annual rate to the
Annuitant's date of death.

The Death Benefit may be paid as either a lump sum cash benefit or as an
Annuity as permitted by federal or state law. (See "Death Benefit," p. 31.)

RIGHT TO RETURN THE POLICY

The Policy Owner may, until the end of the period of time specified in the
Policy, examine the Policy and return it for a refund. The

- 11 -
<PAGE>

applicable period will depend on the state in which the Policy is issued. In
most states it is ten (10) days after the Policy is delivered to the Policy
Owner. The amount of refund will also depend on the state in which the Policy
is issued. Ordinarily, the amount of the refund will be the sum of all Premium
Payments made under the Policy and the accumulated gains or losses in the
Mutual Fund Account, if any. However, some states may require a return of the
premium(s) paid, or the greater of the premium(s) paid or Policy Value. PFL
will pay the refund within seven (7) days after it receives written notice of
cancellation and the returned Policy.

If the policy is issued in California to an Owner who is age 60 or more,
then the amount returned will be the premium including any charges deducted;
otherwise, the sum of the Premium Payments and the accumulated gains or losses
in the Mutual Fund Account, if any, as of the date the cancellation request is
received will be returned.

FEDERAL INCOME TAX CONSEQUENCES OF INVESTMENT IN THE POLICY

With respect to Owners who are natural persons, there should be no federal
income tax on increases in the Policy Value until a distribution under the
Policy occurs (e.g., a surrender or Annuity Payment) or is deemed to occur
(e.g., a pledge or assignment of a Policy). Generally, a portion of any
distribution or deemed distribution will be taxable as ordinary income. The
taxable portion of certain distributions will be subject to withholding unless
the recipient elects otherwise. Withholding is mandatory for certain qualified
plans. In addition, a ten percent penalty tax may apply to certain
distributions or deemed distributions under the Policy made before the
taxpayer reaches age 59 1/2. (See "Certain Federal Income Tax Consequences,"
p. 36.)

INQUIRIES AND WRITTEN NOTICES AND REQUESTS

Any questions about procedures or the Policy, or any Written Notice or
Written Request required to be sent to PFL, should be sent to PFL's
Administrative and Service Office, Financial Markets Division--Variable
Annuity Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. Telephone
requests and inquires may be made by calling 800-525-6205. All inquiries,
Notices and Requests should include the Policy number, the Owner's name and
the Annuitant's name.

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 the Policy itself
for variations. Any such variations will be included in the Policy itself or
in riders or endorsements.

* * *

Note: The foregoing summary is qualified in its entirety by the detailed
information in the remainder of this Prospectus and in the Statement of
Additional Information and in the prospectuses for the Underlying Funds and in
the Policy, all of which should be referred to for more detailed information.
This Prospectus generally describes only the Policy and the Mutual Fund
Account. Separate prospectuses describe the Underlying Funds.

- 12 -
<PAGE>

CONDENSED FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
MANAGED ASSET ALLOCATION SUBACCOUNT
-----------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$0.974417 $0.979750 1,329,672.671
<CAPTION>
MONEY MARKET SUBACCOUNT
-----------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$1.003677 $1.014839 1,522,675.448
<CAPTION>
T. ROWE PRICE INTERNATIONAL STOCK SUBACCOUNT*
---------------------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$0.978667 $0.940071 1,444,711.154
<CAPTION>
WRL GROWTH SUBACCOUNT
---------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$9.418271 $9.531263 182,787.313
<CAPTION>
QUEST FOR VALUE EQUITY SUBACCOUNT
---------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$0.977843 $1.009026 740,211.153
<CAPTION>
QUEST FOR VALUE SMALL CAP SUBACCOUNT
------------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$0.958389 $1.004766 673,042.726
<CAPTION>
U.S. GOVERNMENT SECURITIES SUBACCOUNT
-------------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
$1.000769 $0.985254 450,510.347
<CAPTION>
T. ROWE PRICE EQUITY INCOME SUBACCOUNT**
----------------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
<CAPTION>
T. ROWE PRICE GROWTH STOCK SUBACCOUNT**
---------------------------------------
ACCUMULATION
ACCUMULATION UNIT VALUE NUMBER OF
UNIT VALUE AT AT ACCUMULATION UNITS
BEGINNING OF PERIOD END OF YEAR AT END OF YEAR
------------------- ------------ ------------------
<S> <C> <C>
</TABLE>

- -----------
* Prior to March 24, 1995, the T. Rowe Price International Stock Subaccount
was known as the Global Growth Subaccount.

** Did not commence operations until January 1, 1995.

- 13 -
<PAGE>

FINANCIAL STATEMENTS

The financial statements of the Mutual Fund Account and PFL and the
independent auditors' reports thereon are in the Statement of Additional
Information which is available free upon request.

HISTORICAL PERFORMANCE DATA

STANDARDIZED PERFORMANCE DATA

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

The yield of the 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.

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

The yield and total return calculations for a Subaccount do not reflect the
effect of any premium taxes that may be applicable to a

- 14 -
<PAGE>

particular Policy. To the extent that a premium tax is applicable to a
particular Policy, the yield and/or total return of that Policy will be
reduced. For additional information regarding yields and total returns
calculated using the standard formats briefly summarized above, please refer to
the Statement of Additional Information, a copy of which may be obtained from
PFL.

HYPOTHETICAL PERFORMANCE DATA OF SUBACCOUNTS

Prior to July 5, 1994, sales of the Policies had not yet commenced. However,
the following is standardized average annual total return information based on
the hypothetical assumption that the Subaccounts had been available to the
Endeavor Platinum Variable Annuity since inception of the corresponding
Portfolio:

<TABLE>
<CAPTION>
INCEPTION
OF THE 5 YEAR 4 YEAR 3 YEAR 2 YEAR 1 YEAR
PORTFOLIO PERIOD PERIOD PERIOD PERIOD PERIOD
(10/2/86) TO ENDED ENDED ENDED ENDED ENDED
SUBACCT 12/31/94 12/31/94 12/31/94 12/31/94 12/31/94 12/31/94
------- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
WRL Growth........... 12.51% 7.31% 9.76% (2.53)% (4.01)% (9.86)%

</TABLE>

<TABLE>
<CAPTION>
INCEPTION OF ONE YEAR
THE SUBACCOUNT PERIOD ENDED
SUBACCOUNT TO 12/31/94 12/31/94
---------- -------------- ------------
<S> <C> <C>
Managed Asset Allocation/1/......................... 6.98% (6.88)%
Quest for Value Equity/2/........................... 2.56% 2.33%
Quest for Value Small Cap/3/........................ 4.01% (3.42)%
U. S. Government Securities/4/...................... (2.34)% N/A
- --------------------------------------------------------
</TABLE>
/1/Portfolio Inception Date--April 8, 1991
/2/Portfolio Inception Date--May 27, 1993
/3/Portfolio Inception Date--May 4, 1993
/4/Portfolio Inception Date--May 13, 1994

The performance data for periods prior to the date Policy sales commenced is
based on the performance of the corresponding Portfolio and the assumption that
the applicable Subaccount was in existence for the same period as the
corresponding Portfolio with a level of charges equal to those currently
assessed against the Subaccount or against Owner's contract values under the
Policies. The WRL Series Fund, Inc.'s Growth Portfolio, managed by Janus
Capital Corporation, commenced operations on October 2, 1986. For purposes of
the calculation of the performance data prior to July 1, 1992, the deductions
for the mortality and expense risk charge, administrative charge and
distribution financing charge are made on a monthly basis, rather than a daily
basis. The monthly deduction is made at the beginning of each month and
generally approximates the performance which would have resulted if the
Subaccount had actually been in existence since the inception of the WRL Series
Fund, Inc.

- 15 -
<PAGE>

T. ROWE PRICE EQUITY INCOME SUBACCOUNT AND T. ROWE PRICE GROWTH STOCK
SUBACCOUNT

The T. Rowe Price Equity Income Subaccount and the T. Rowe Price Growth Stock
Subaccount had not commenced operations as of December 31, 1994, so no
historical performance data exists for those Subaccounts. Similarly, the T.
Rowe Price Equity Income and T. Rowe Price Growth Stock Portfolios of Endeavor
Series Trust had not commenced operations as of December 31, 1994, so no
historical performance data exists for those Portfolios, which are the
Portfolios that the T. Rowe Price Equity Income and T. Rowe Price Growth Stock
Subaccounts will invest in.

T. Rowe Price Associates, Inc. is the investment adviser for the T. Rowe
Price Equity Income and T. Rowe Price Growth Stock Portfolios of Endeavor
Series Trust and also manages the T. Rowe Price Equity Income Fund, Inc.
("Equity Income Fund") and the T. Rowe Price Growth Stock Fund, Inc. ("Growth
Stock Fund"), registered open-end investment companies. These portfolios are
not available for investment under the Endeavor Platinum Variable Annuity.
However, they have the same investment objectives, and use the same investment
strategies and techniques as contemplated for the T. Rowe Price Equity Income
and T. Rowe Price Growth Stock Portfolios that are available under the Endeavor
Platinum Variable Annuity. The following figures represent what the investment
performance of the T. Rowe Price Equity Income Subaccount and the T. Rowe Price
Growth Stock Subaccount would have been, IF those Subaccounts had been in
existence since 1983 and 1985, respectively, and invested in the Equity Income
Fund and Growth Stock Fund. Since these Subaccounts only commenced operations
in January, 1995, and since these Subaccounts do not invest in the Equity
Income Fund and Growth Stock Fund, THESE ARE NOT ACTUAL PERFORMANCE FIGURES FOR
THE T. ROWE PRICE EQUITY INCOME AND T. ROWE PRICE GROWTH STOCK SUBACCOUNTS.
These are hypothetical average annual total return figures, which represent the
performance of the Equity Income Fund and Growth Stock Fund (which are not
available under the Policy), adjusted for the charges and deductions applicable
to the Endeavor Platinum Variable Annuity Policy.

<TABLE>
<CAPTION>
TEN YEARS
ENDED
FIVE YEARS 12/31/94
YEAR ENDED ENDED OR
12/31/94 12/31/94 INCEPTION DATE*
---------- ---------- ---------------
<S> <C> <C> <C>
Equity Income............................. 2.78 % 8.04% 11.67%
Growth Stock.............................. (0.83)% 7.80% 11.82%
</TABLE>
- -----------
* Inception Date of T. Rowe Price Equity Income Fund: 10/31/85.

T. ROWE PRICE INTERNATIONAL STOCK SUBACCOUNT

Effective January 1, 1995, Rowe Price-Fleming International, Inc. became the
new Adviser to the Global Growth Portfolio. The Portfolio's name has been
changed to the T. Rowe International Stock Portfolio and the Portfolio's
shareholders have 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).

- 16 -
<PAGE>

Rowe Price-Fleming International, Inc. is also the investment adviser to the
T. Rowe Price International Stock Fund, Inc. ("International Stock Fund"), a
registered open-end investment company. This portfolio is not available for
investment under the Endeavor Platinum Variable Annuity. However, it has the
same investment objectives and uses the same investment strategies and
techniques as contemplated for the T. Rowe Price International Stock Portfolio
that is available under the Endeavor Platinum Variable Annuity. The following
figures represent what the investment performance of the T. Rowe Price
International Stock Subaccount would have been, if that subaccount had been in
existence since 1985 and invested in the International Stock Fund. Since this
Subaccount does not invest in the International Stock Fund, THESE ARE NOT
ACTUAL PERFORMANCE FIGURES FOR THE T. ROWE PRICE INTERNATIONAL STOCK
SUBACCOUNT. These are hypothetical average annual total return figures, which
represent the performance of the International Stock Fund (which is not
available under the Policy), adjusted for the charges and deductions
applicable to the Endeavor Platinum Variable Annuity Policy.

<TABLE>
<CAPTION>
FIVE YEARS TEN YEARS
YEAR ENDED ENDED ENDED
12/31/94 12/31/94 12/31/94
---------- ---------- ---------
<S> <C> <C> <C>
International Stock Fund........................ (2.47)% 5.43% 16.12%
</TABLE>

THESE FIGURES ARE NOT AN INDICATION OF THE PRESENT, PAST, OR FUTURE
PERFORMANCE OF THE T. ROWE PRICE INTERNATIONAL STOCK, T. ROWE PRICE EQUITY
INCOME OR T. ROWE PRICE GROWTH STOCK SUBACCOUNTS AVAILABLE UNDER THE ENDEAVOR
PLATINUM VARIABLE ANNUITY. The figures for the five year and from inception
periods for the Equity Income Fund reflect waiver of advisory fees and
reimbursement of other expenses. In the absence of such waivers, the average
annual total return figures above for the five year and from inception periods
would have been lower.

NON-STANDARDIZED PERFORMANCE DATA

PFL may from time to time also advertise or disclose average annual total
return or other performance data in non-standard formats for a Subaccount of
the Mutual Fund Account. The non-standard performance data may make certain
assumptions.

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

PUBLISHED RATINGS

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

- 17 -
<PAGE>

investment performance of assets held in the Mutual Fund Account or of the
safety or riskiness of an investment in the Mutual Fund Account. Each year the
A.M. Best Company reviews the financial status of thousands of insurers,
culminating in the assignment of Best's Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of
an insurance company in comparison to the norms of the life/health insurance
industry. In addition, the claims-paying ability of PFL as measured by Standard
& Poor's Insurance Ratings Services or Duff & Phelps 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).

PFL LIFE INSURANCE COMPANY

PFL Life Insurance Company ("PFL"), 4333 Edgewood Road, N.E., Cedar Rapids,
Iowa 52499, is a stock life insurance company. It was incorporated under the
name NN Investors Life Insurance Company, Inc. under the laws of the State of
Iowa on April 19, 1961. It is principally engaged in the sale of life insurance
and annuity policies, and is licensed in the District of Columbia, Guam, and in
all states except New York. As of December 31, 1994, PFL had assets of $6.1
billion. PFL is a wholly-owned indirect subsidiary of AEGON USA, Inc., which
conducts substantially all of its operations through subsidiary companies
engaged in the insurance business or in providing non-insurance financial
services. All of the stock of AEGON USA, Inc. is indirectly owned by AEGON n.v.
of the Netherlands. AEGON n.v., a holding company, conducts its business
through subsidiary companies engaged primarily in the insurance business.

THE MUTUAL FUND ACCOUNT

The PFL Endeavor Variable Annuity Account of PFL Life Insurance Company (the
"Mutual Fund Account") was established as a separate investment account under
the laws of the State of Iowa on January 19, 1990. The Mutual Fund Account
receives and invests the Premiums under the Policies that are allocated to it
for investment in shares of the WRL Growth Portfolio of the WRL Series Fund,
Inc., managed by Janus Capital Corporation, and the Endeavor Series Trust.

The Mutual Fund Account currently is divided into nine Subaccounts.
Additional Subaccounts may be established in the future at the discretion of
PFL. Each Subaccount invests exclusively in shares of one of the Portfolios of
the Underlying Funds. Under Iowa law, the assets of the Mutual Fund Account are
owned by PFL, but they are held separately from the other assets of PFL and are
not chargeable with liabilities incurred in any other business operation of PFL
(except to the extent that assets in the Mutual Fund Account exceed the
reserves and other liabilities of the Mutual Fund Account). Income, gains, and
losses

- 18 -
<PAGE>

incurred on the assets in the Subaccounts of the Mutual Fund Account, whether
or not realized, are credited to or charged against that Subaccount without
regard to other income, gains or losses of any other Account or Subaccount of
PFL. Therefore, the investment performance of any Subaccount should be
entirely independent of the investment performance of PFL's general account
assets or any other Account or Subaccount maintained by PFL.

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

The Underlying Funds. The Mutual Fund Account will invest exclusively in
shares of Endeavor Series Trust and the WRL Growth Portfolio of the WRL Series
Fund, Inc. (collectively the "Underlying Funds"). The Endeavor Series Trust is
a series-type mutual fund registered with the SEC under the 1940 Act as an
open-end, diversified management investment company./3/ The Underlying Funds
currently issue shares of the following nine Portfolios to the Mutual Fund
Account: the WRL Growth Portfolio, managed by Janus Capital Corporation, the
Managed Asset Allocation Portfolio, the Money Market Portfolio, the T. Rowe
Price International Stock Portfolio (formerly known as the Global Growth
Portfolio), the Quest for Value Equity Portfolio, the Quest for Value Small
Cap Portfolio, the U.S. Government Securities Portfolio, the T. Rowe Price
Equity Income Portfolio, and the T. Rowe Price Growth Stock Portfolio. The
assets of each Portfolio are held separate from the assets of the other
Portfolios, and each Portfolio has its own distinct investment objectives and
policies. Each Portfolio operates as a separate investment fund, and the
income or losses of one Portfolio generally have no effect on the investment
performance of any other Portfolio.

Endeavor Investment Advisers (the "Manager"), an investment adviser
registered with the SEC under the Investment Advisers Act of 1940, is the
Endeavor Series Trust's manager. The Manager selects and contracts with
advisers for investment services for the Portfolios of the Endeavor Series
Trust, reviews the advisers' activities, and otherwise performs administerial
and managerial functions for the Endeavor Series Trust. Five advisers, TCW
Funds Management, Inc. (a wholly-owned subsidiary of The TCW Group, Inc.), T.
Rowe Price Associates, Inc., Rowe Price-Fleming International, Inc. (a joint
venture between T. Rowe Price Associates, Inc. and Robert Fleming Holdings
Limited), Quest for Value Advisors, a subsidiary of Oppenheimer Capital and
The Boston Company Asset Management, Inc. (an indirect, wholly-owned
subsidiary of Mellon Bank Corporation) (the "Advisers"), each perform
investment advisory

- -----------
/3/The registration of the Underlying Funds does not involve supervision of the
management or investment practices or policies of the Underlying Funds by
the SEC.

- 19 -
<PAGE>

services for particular Portfolios of Endeavor Series Trust. TCW Funds
Management, Inc. is the Adviser for the Managed Asset Allocation Portfolio and
the Money Market Portfolio. T. Rowe Price Associates, Inc. is the Adviser for
the T. Rowe Price Equity Income Portfolio and the T. Rowe Price Growth Stock
Portfolio. Rowe Price-Fleming International, Inc. is the Adviser for the T.
Rowe Price International Stock Portfolio.

Quest for Value Advisors is the Adviser for the Quest for Value Equity
Portfolio and the Quest for Value Small Cap Portfolio. The Boston Company
Asset Management, Inc. is the Adviser for the U.S. Government Securities
Portfolio. Western Reserve Life Assurance Co. of Ohio, an affiliate of PFL, is
the Adviser for the WRL Series Fund, Inc. and contracts with Janus Capital
Corporation (also an "Adviser") as the sub-adviser to the Growth Portfolio of
the WRL Series Fund, Inc. The Adviser of a Portfolio is responsible for
selecting the investments of the Portfolio consistent with the investment
objectives and policies of the Portfolio, and will conduct securities trading
for the Portfolio. All Advisers are investment advisers registered with the
SEC under the Investment Advisers Act of 1940.

The investment objectives of each Portfolio are summarized as follows:

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

Money Market Portfolio--seeks current income, preservation of capital and
maintenance of liquidity through investment in short-term money market
securities. The Portfolio seeks to maintain a constant net asset value of
$1.00 per share although no assurances can be given that such constant net
asset value will be maintained.

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

WRL Growth Portfolio, managed by Janus Capital Corporation--seeks growth of
capital. At most times this portfolio will be invested primarily in equity
securities which are selected solely for their capital growth potential;
investment income is not a consideration.

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

Quest for Value Small Cap Portfolio--seeks capital appreciation through
investments in a diversified portfolio consisting primarily of equity
securities of companies with market capitalizations of under $1 billion.

U.S. Government Securities Portfolio--seeks as high a level of total return
as is consistent with prudent investment strategies by investing

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<PAGE>

under normal conditions at least 65% of its assets in debt obligations and
mortgaged-backed securities issued or guaranteed by the U.S. government, its
agencies or instrumentalities.

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

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

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

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

Addition, Deletion, or Substitution of Investments. PFL cannot and does not
guarantee that any of the Portfolios will always be available for Premium
Payments, allocations, or transfers. PFL retains the right, subject to any
applicable law, to make certain changes in the Mutual Fund Account and its
investments. PFL reserves the right to eliminate the shares of any Portfolio
held by a Subaccount and to substitute shares of another Portfolio of the
Underlying Funds, or of another registered open-end management investment
company for the shares of any Portfolio, if the shares of the Portfolio are no
longer available for investment or if, in PFL's judgment, investment in any
Portfolio would be inappropriate in view of the purposes of the Mutual Fund
Account. To the extent required by the 1940 Act, substitutions of shares
attributable to an Owner's interest in a Subaccount will not be made without
prior notice to the Owner and the prior approval of the SEC. 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
requests made by Owners.

New Subaccounts may be established when, in the sole discretion of PFL,
marketing, tax, investment or other conditions warrant. Any new Subaccounts may
be made available to existing Owners on a basis to be determined by PFL. Each
additional Subaccount will purchase shares in a mutual fund portfolio or other
investment vehicle. PFL may also eliminate one or more Subaccounts if, in its
sole discretion, marketing,

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<PAGE>

tax, investment or other conditions warrant such change. In the event any
Subaccount is eliminated, PFL will notify Owners and request a reallocation of
the amounts invested in the eliminated Subaccount. If no such reallocation is
provided by the Owner, PFL will reinvest the amounts invested in the eliminated
Subaccount in the Subaccount that invests in the Money Market Portfolio (or in
a similar portfolio of money market instruments).

In the event of any such substitution or change, PFL may, by appropriate
endorsement, make such changes in the Policies as may be necessary or
appropriate to reflect such substitution or change. Furthermore, if deemed to
be in the best interests of persons having voting rights under the Policies,
the Mutual Fund Account may be (i) operated as a management company under the
1940 Act or any other form permitted by law, (ii) deregistered under the 1940
Act in the event such registration is no longer required or (iii) combined with
one or more other separate accounts. To the extent permitted by applicable law,
PFL also may transfer the assets of the Mutual Fund Account associated with the
Policies to another account or accounts.

TRANSFERS

An Owner can transfer Policy Value from one Subaccount to another within
certain limits.

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

Transfers currently may be made as often as the Owner wishes, subject to the
minimum amount specified above (PFL reserves the right to otherwise limit or
restrict transfers in the future).

A transfer charge may be imposed for any transfer in excess of 12 per Policy
Year; however, currently there is no charge for any transfers.

Transfers among the Subaccounts of the Mutual Fund Account may also be made
after the Annuity Commencement Date. See "Reallocation of Policy Values After
the Annuity Commencement Date" in the Statement of Additional Information.

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

TELEPHONE TRANSACTIONS

Owners (or their designated account executive) can make transfers and/or
change the allocation of subsequent premium payments by telephone if the
"Telephone Transfer/Reallocation Authorization" box

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<PAGE>

in the application has been checked or telephone transfers have been
subsequently authorized in writing. PFL and/or the Administrative and Service
Office will not be liable for following instructions communicated by telephone
that it reasonably believes to be genuine. However, PFL and/or the
Administrative and Service Office will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine. If PFL and/or the
Administrative and Service Office fails to do so, it may be liable for any
losses due to unauthorized or fraudulent instructions. All telephone requests
will be recorded on voice recorder equipment for the protection of the Owner.
An Owner, when making telephone requests may be required to provide their
social security number and/or other information for identification purposes.

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

The telephone transaction privilege may be discontinued at any time as to
some or all Policies and PFL may require written confirmation of a transaction
request.

DOLLAR COST AVERAGING

Under the Dollar Cost Averaging program, the Policy Owner can instruct PFL to
automatically transfer an amount specified by the Policy Owner from the Money
Market Subaccount or the U.S. Government Securities Subaccount to any other
Subaccount or Subaccounts of the Mutual Fund Account. The automatic transfers
can occur monthly or quarterly and will occur on the 28th day of the month. The
first transfer will occur on the 28th day of the month following PFL's receipt
of the Dollar Cost Averaging request. The amount transferred each time must be
at least $500. A minimum of six monthly or four quarterly transfers are
required.

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

The Policy Owner can request Dollar Cost Averaging when purchasing the Policy
or at a later date. Otherwise, the program will terminate when the amount in
the Money Market Subaccount or the U.S. Government Securities Subaccount is
insufficient for the next transfer, at which time the remaining balance is
transferred.

The Owner can increase or decrease the amount of the transfers by sending PFL
a new Dollar Cost Averaging form. The Owner can discontinue the program by
sending a Written Notice to the Administrative and Service Office. There is no
charge for this program.

THE POLICY

The Endeavor Platinum Variable Annuity Policy is a Flexible Premium Variable
Annuity Policy. The rights and benefits under the Policy are summarized below;
however, the description of the Policy

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<PAGE>

contained in this Prospectus is qualified in its entirety by the Policy itself,
a copy of which is available upon request from PFL. The Policy may be purchased
on a non-tax qualified basis ("Nonqualified Policy"). The Policy may also be
purchased and used in connection with retirement plans or individual retirement
accounts that qualify for favorable federal income tax treatment ("Qualified
Policy").

POLICY APPLICATION AND ISSUANCE OF POLICIES

Before it will issue a Policy, PFL must receive a completed Policy
application or transmittal form and a minimum initial Premium Payment of
$25,000. A Policy ordinarily will be issued only in respect of Annuitants and
Owners Age 0 through 80. Acceptance or declination of an application shall be
based on PFL's underwriting standards, and PFL reserves the right to reject any
application or Premium Payment based on those underwriting standards.

If the application can be accepted in the form received, the initial Premium
Payment will be credited to the Policy Value within two Business Days after the
later of receipt of the application or receipt of the initial Premium Payment.
If the initial Premium Payment cannot be credited because the application or
other issuing requirements are incomplete, the applicant will be contacted
within five Business Days and given an explanation for the delay and the
initial Premium Payment will be returned at that time unless the applicant
consents to PFL's retaining the initial Premium Payment and crediting it as
soon as the necessary requirements are fulfilled.

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

PREMIUM PAYMENTS

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

Initial Premium Payment. The minimum initial Premium Payment that PFL
currently will accept under a Policy is $25,000. PFL reserves the right to
increase or decrease this amount for a class of Policies issued after some
future date. The initial Premium Payment is the only Premium Payment required
to be paid under a Policy.

Additional Premium Payments. While the Annuitant is living and prior to the
Annuity Commencement Date, the Owner may make additional Premium Payments at
any time, and in any frequency. The minimum additional Premium Payment under
both a Nonqualified Policy and a Qualified Policy is $1,000 with the exception
of Policies used in connection with Tax Deferred 403(b) Annuities, for which
the minimum additional Premium Payment is $50. Additional Premium Payments will
be credited to the Policy and added to the Policy Value as of the Business Day
when they are received (at the Administrative and Service Office).

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<PAGE>

Allocation of Premium Payments. An Owner must allocate Premium Payments to
one or more of the Subaccounts. The Owner must specify the initial allocation
in the Policy application. This allocation will be used for additional Premium
Payments unless the Owner requests a change of allocation. All allocations must
be made in whole percentages and must total 100%. The minimum amount that can
be allocated to any Subaccount is $500 ($50 for Policies used in connection
with Tax Deferred Section 403(b) Annuities). If the Owner fails to specify how
Premium Payments are to be allocated, the Premium Payment(s) cannot be
accepted. All additional Premium Payments will be allocated and credited to the
Owner's Policy as of the Valuation Period during which they are received.

The Owner may change the allocation instructions for future additional
Premium Payments by sending Written Notice, signed by the Owner, to PFL's
Administrative and Service Office, or by telephone (subject to the provisions
described under "Telephone Transactions," p. 23). The allocation change will
apply to payments received after the date the Written Notice or telephone
request is received.

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

POLICY VALUE

On the Policy Date, the Policy Value equals the initial Premium Payment.
Thereafter, the Policy Value will increase by (1) any additional Premium
Payments received by PFL; and (2) any increases in the Policy Value due to
investment results of the selected Subaccount. The Policy Value will decrease
by (1) any surrenders; (2) any decreases in the Policy Value due to investment
results of the selected Subaccounts; and (3) the charges imposed by PFL.

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

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

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<PAGE>

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

NON-PARTICIPATING POLICY

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

DISTRIBUTIONS UNDER THE POLICY

SURRENDERS

The Owner may surrender all or a portion of the Cash Value in exchange for a
cash withdrawal payment from PFL. The Cash Value is the Policy Value less any
applicable premium taxes. (See "Annuity Payment Options," p. 28).

The Owner may surrender the Cash Value from the Mutual Fund Account at any
time during the life of the Annuitant and prior to the Annuity Commencement
Date by sending a Written Request to PFL's Administrative and Service Office.
The minimum amount that can be withdrawn from any Subaccount is $500. After the
Annuity Commencement Date, the Policy can only be surrendered if Annuity
Payment Option 4-V is in effect. (See "Annuity Payments," p. 27).

The Owner must specify the Subaccount from which surrendered amounts should
be taken.

Since the Owner assumes the investment risk with respect to all Premium
Payments, the total amount paid upon total surrender of the Cash Value (taking
any prior surrenders into account) may be more or less than the total Premium
Payments made. Following a surrender of the total Cash Value, or at any time
the Policy Value is zero, all rights of the Owner and Annuitant will terminate.
A ten percent penalty generally applies to surrenders from Non-Qualified
Policies made before the taxpayer reaches age 59 1/2. Other penalties may apply
to surrenders from Qualified Policies.

SYSTEMATIC WITHDRAWAL PLAN

Under the Systematic Withdrawal Plan, Policy Owners can instruct PFL to make
automatic payments to them monthly, quarterly, semi-annually or annually from a
specified Subaccount. Monthly and quarterly payments can only be sent by
electronic funds transfer directly to a checking or savings account. The
minimum monthly payment is $50.00, the minimum quarterly payment is $100.00 and
the minimum semi-annual or annual payment is $250.00. If the withdrawal is less
than the minimum then it can only be sent on an annual basis. The "Request for
Systematic Withdrawal" form must specify a date for the first payment, which
must be at least 30 days but not more than one year after the form is
submitted.

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<PAGE>

Systematic Withdrawals will not be available for 403(b) annuities under age
59 1/2.

Qualified Policies are subject to complex rules with respect to restrictions
on and taxation of distributions, including the applicability of penalty
taxes. In addition, the tax treatment of periodic withdrawals from
Nonqualified Policies is unclear, particularly with respect to avoiding the
10% penalty tax. Therefore, a qualified tax adviser should be consulted before
a Systematic Withdrawal Plan is requested. (See "Certain Federal Income Tax
Consequences," page 36.)

ANNUITY PAYMENTS

Annuity Commencement Date. Unless the Annuity Commencement Date is changed,
Annuity Payments under a Policy will begin on the Annuity Commencement Date
which is selected by the Policy Owner at the time the Policy is applied for.
The Annuity Commencement Date may be changed from time to time by the Policy
Owner by Written Notice to PFL, provided that notice of each change is
received by PFL at its Administrative and Service Office at least thirty (30)
days prior to the then current Annuity Commencement Date. Except as otherwise
permitted by PFL, a new Annuity Commencement Date must be a date which is: (1)
after the Annuitant attains age 40 and (2) at least thirty (30) days after the
date notice of the change is received by PFL; and (3) not later than the first
day of the first month following the Annuitant's 85th birthday. The Annuity
Commencement Date may also be changed by the Beneficiary's election of the
Annuity Option when the death proceeds become available.

Election of Payment Option. During the lifetime of the Annuitant and prior
to the Annuity Commencement Date, the Policy Owner may choose an Annuity
Payment Option or change the election, but Written Notice of any election or
change of election must be received by PFL at its Administrative and Service
Office at least thirty (30) days prior to the Annuity Commencement Date. If no
election is made prior to the Annuity Commencement Date, Annuity Payments will
be made under Option 3-V, life income with variable payments for 10 years
certain. If the Annuity Purchase Value on the Annuity Commencement Date is
less than $2000, PFL reserves the right to pay it in one lump sum in lieu of
applying it under an Annuity Payment Option.

Prior to the Annuity Commencement Date, the Beneficiary may elect to receive
the Death Benefit in a lump sum or under one of the Payment Options, to the
extent allowed by law and subject to the terms of any settlement agreement.
(See "Death Benefit," p. 31.)

Annuity Payments will be made on either a fixed basis or a variable basis as
selected by the Policy Owner (or the Beneficiary, after the Annuitant's
death).

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

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<PAGE>

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

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

Premium Tax. PFL may be required by state law to pay premium tax on the
amount applied to a payment option or upon withdrawal. If so, PFL will deduct
the premium tax before applying or paying the proceeds.

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

ANNUITY PAYMENT OPTIONS

The Policy provides five Payment Options which are described below. Three of
these are offered as either "Fixed Payment Options" or "Variable Payment
Options," and two are only available as Fixed Payment Options. The Policy Owner
may elect a Fixed Payment Option, a Variable Payment Option, or a combination
of both. If the Policy Owner elects a combination, he must specify what part of
the Annuity Purchase Value is to be applied to the Fixed and Variable Options.

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

On the Annuity Commencement Date, the Policy's Annuity Purchase Value will be
applied to provide for Annuity Payments under the selected Annuity Option as
specified. The Annuity Purchase Value is the Cash Value for the Valuation
Period which ends immediately preceding the Annuity Commencement Date.

The effect of choosing a Fixed Annuity Option is that the amount of each
payment will be set on the Annuity Commencement Date and will not change. If a
Fixed Annuity Option is selected, the Policy Value will be transferred to the
general account of PFL, and the Annuity Payments will be fixed in amount by the
fixed annuity provisions selected and the age and sex (if consideration of sex
is allowed) of the Annuitant. For further information, contact PFL at its
Administrative and Service Office.

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<PAGE>

Guaranteed Values. There are five Fixed Annuity Options. Options 1, 2 and 4
are based on a guaranteed interest rate of 3%. Options 3 and 5 are based on a
guaranteed interest rate of 3% using the "1983 Table a" mortality table with
projection of improved mortality.

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

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

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

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

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

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

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

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

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

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

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
the "1983 Table a" mortality table with projection of improved mortality with a
5% effective annual Assumed Interest Rate and assume a retirement date in the
year 2000. The dollar amount of every subsequent Variable Annuity Payment will
vary based on the investment performance of the Subaccount of the Mutual Fund
Account selected by the Annuitant or Beneficiary. If the actual investment
performance exactly matched the Assumed Interest Rate of 5% at all times, the
amount of each Variable Annuity Payment would remain equal. If actual
investment performance exceeds the Assumed Interest Rate, the amount of the
payments would increase. Conversely, if actual investment performance is worse
than the Assumed Interest Rate, the amount of the payments would decrease.

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<PAGE>

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

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

The following Variable Payment Options generally are available:

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

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

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

Option 4-V--Income of a Specified Amount. Payments are made for any specified
amount until the proceeds with accumulated gains or losses are exhausted. At
any time this option is in effect, the Annuitant can surrender the Policy for
the remaining value. Payments under this option are considered withdrawals for
federal income tax purposes.

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

Certain options may not be available in some states.

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

Transfers. Unless restricted by a particular Subaccount, a Policy Owner may
transfer the value of the Annuity Units from one Subaccount to another within
the Mutual Fund Account. The minimum amount

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<PAGE>

which may be transferred is the lesser of $10 of monthly income or the entire
monthly income of the variable Annuity Units in the Subaccount from which the
transfer is being made. The remaining Annuity Units in the Subaccount must
provide at least $10 of monthly income. If, after a transfer, the monthly
income of the remaining Annuity Units in a Subaccount would be less than $10,
PFL reserves the right to include those Annuity Units as part of the transfer.
PFL reserves the right to limit transfers between Subaccounts to once per
Policy Year.

* * *

A portion or the entire amount of the Annuity Payments may be taxable as
ordinary income. If, at the time the Annuity Payments begin, the Policy Owner
has not provided PFL with a written election not to have federal income taxes
withheld, PFL must by law withhold such taxes from the taxable portion of such
Annuity Payments and remit that amount to the federal government. Withholding
is mandatory under certain Qualified Policies. (See "Certain Federal Income Tax
Consequences," p. 36.)

Adjustment of Annuity Payments. Payments will be made at 1, 3, 6, or 12 month
intervals. If the individual payments provided for would be or become less than
$30, PFL may change, at its discretion, the frequency of payments to such
intervals as will result in payments of at least $30. If the Annuity Purchase
Value on the Annuity Commencement Date is less than $2,000, PFL may pay such
value in one sum in lieu of the payments otherwise provided for.

DEATH BENEFIT

Death of Annuitant Prior to Annuity Commencement Date. A Death Benefit will
be paid to the Beneficiary if the Annuitant is also the Owner and dies prior to
the Annuity Commencement Date. The amount of the Death Benefit will always be
at least equal to the Policy Value on the later of the date proof of death and
the date an election of the method of settlement are received by PFL's
Administrative and Service Office.

In states where Endorsement AE872395 is available, the Owner may choose
(except if either the Annuitant or the Owner is age 75 or older) either a 5%
Compound Death Benefit or an Annual Step-Up Death Benefit. The 5% Compound
Death Benefit is the total Premium Payments less any "Adjusted Partial
Withdrawals" plus interest at an effective annual rate of 5.0% up to the
Annuitant's date of death (the Policy Value will be paid instead if it is
higher).

The Annual Step-Up Death Benefit is the highest Policy Value on any Policy
Anniversary prior to the Owner's age 81, plus Premium Payments less any
"Adjusted Partial Withdrawals" since that anniversary (the Policy Value will be
paid instead if it is higher). For this purpose, the issue date will be treated
as a Policy Anniversary.

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<PAGE>

The 5% Compound Death Benefit is not available if either the Annuitant or the
Owner is age 75 or higher on the issue date; in this case, the Annual Step-Up
Death Benefit will apply. For issue age under age 75, if no choice is made in
the Policy application then the 5% Compound Death Benefit will apply.

After the issue date, an election cannot be made and the Death Benefit option
can not be changed.

The "Adjusted Partial Withdrawal" for each partial withdrawal is the product
of (a) times (b) where:

(a) is the ratio of the amount of the partial withdrawal to the Policy
Value on the date of (but prior to) the partial withdrawal; and

(b) is the Death Benefit on the date of (but prior to) the partial
withdrawal.

If a partial withdrawal is taken when the Death Benefit exceeds the Policy
Value, then the Adjusted Partial Withdrawal amount will exceed the amount of
the partial withdrawal. In that case, the total proceeds of a partial
withdrawal followed by a Death Benefit could be less than total Premium
Payments.

If Endorsement AE872395 is not available (or not attached to the Policy),
then the death benefit will be the greater of (a) the Policy Value, or (b)
total Premium Payments less partial withdrawals and charges made, plus interest
at a 5% annual rate to the Annuitant's date of death.

In most states, Endorsement AE830292 or AE872395 is attached to and made a
part of the Policy, in which case the Death Benefit is payable if the Annuitant
is the Owner and dies prior to the Annuity Commencement Date. Note that this
Death Benefit is payable on the death of the Annuitant who is the Owner, not
the death of the Owner, if different (if the Annuitant who is not the Owner
dies, the Owner will become the Annuitant unless the Owner specifically
requests on the policy application or in writing that the Death Benefit be paid
upon the Annuitant's death and PFL agrees to such election). If neither
Endorsement AE830292 nor Endorsement AE872395 is attached to the Policy, then
the Death Benefit is payable on the Annuitant's death prior to the Annuity
Commencement Date (regardless of whether the Annuitant is also the Owner). See
your policy form.

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

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<PAGE>

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

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

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

DEATH OF OWNER

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

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105 of the Texas Educational Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw their

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<PAGE>

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

RESTRICTIONS UNDER SECTION 403(B) PLANS

Section 403(b) of the Internal Revenue Code provides for tax-deferred
retirement savings plans for employees of certain non-profit and educational
organizations. In accordance with the requirements of Section 403(b), any
Policy used for a 403(b) plan will prohibit distributions of elective
contributions and earnings on elective contributions except upon death of the
employee, attainment of age 59 1/2, separation from service, disability, or
financial hardship. In addition, income attributable to elective contributions
may not be distributed in the case of hardship.

CHARGES AND DEDUCTIONS

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

MORTALITY AND EXPENSE RISK CHARGE

PFL imposes a daily charge as compensation for bearing certain mortality and
expense risks in connection with the Policies. This charge is equal to an
effective annual rate of 1.25% of the value of net assets in the Mutual Fund
Account. The Mortality and Expense Risk Charge is reflected in the Accumulation
or Annuity Unit Values for the Policy for each Subaccount.

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

PFL also bears substantial risk in connection with the Death Benefit
Guarantee since PFL will pay a Death Benefit equal to the Premium

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<PAGE>

Payments, less withdrawals, plus interest at 5% per year, if that amount is
higher than the Cash Value.

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

If the Mortality and Expense Risk Charge is insufficient to cover PFL's
actual costs, PFL will bear the loss; conversely, if the charge is more than
sufficient to cover costs, the excess will be profit to PFL. PFL expects a
profit from this charge. PFL's expenses for distributing the Policies will be
borne by the general assets of PFL which may include amounts, if any, derived
from the distribution financing charge and, if necessary, the mortality and
expense risk charge. A mortality and expense risk charge is assessed during
the annuity phase for all Variable Payment Options, including those that do
not carry a life contingency.

ADMINISTRATIVE CHARGES

In order to cover the costs of administering the Policies and the Accounts,
PFL deducts a Policy Maintenance Charge from the Policy Value of each Policy,
and also deducts a daily Administrative Expense Charge from the assets of each
Subaccount of the Mutual Fund Account.

The annual Policy Maintenance Charge is deducted from the Policy Value of
each Policy on each Policy Anniversary prior to the Annuity Commencement Date.
After the Annuity Commencement Date, the charge is not deducted. This annual
Policy Maintenance Charge generally is $35 and it will not be increased. It
will never exceed 2% of the Policy Value. 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 is at least $50,000 on the Policy
Anniversary. PFL does not anticipate realizing any profit from this charge.
The Policy Maintenance Charge will be deducted from each Subaccount in the
Mutual Fund Account, in the same proportion that the Policy Owner's interest
in each Subaccount bears to the Policy Value.

PFL also deducts a daily Administrative Expense Charge from the net assets
of the Mutual Fund Account to partially cover expenses incurred by PFL in
connection with the administration of the Account and the Policies. The
effective annual rate of this charge is .15% of the value of each Account's
net assets. The Administrative Expense Charge may be increased in the future
(but the combined total of this charge and the Mortality and Expense Risk
Charge will never exceed 1.40%). PFL does not anticipate realizing any profit
from this charge.

DISTRIBUTION FINANCING CHARGE

During the first ten Policy years PFL deducts a daily distribution financing
charge equal to an effective annual rate of 0.25% of the Policy Value. The
cumulative amount of the charge will never exceed 8.5% of

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<PAGE>

the cumulative Premium Payments for a Policy. The distribution financing charge
is designed to compensate PFL for the cost of distributing the Policies. The
staff of the Securities and Exchange Commission deems such charge to constitute
a deferred sales charge.

PREMIUM TAXES

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

FEDERAL, STATE AND LOCAL TAXES

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

TRANSFER CHARGE

There is no charge for the first 12 transfers between Subaccounts in each
Policy Year. PFL reserves the right to impose a $25 charge for the thirteenth
and each subsequent transfer request made by the Owner during a single Policy
Year. For the purpose of determining whether a transfer charge is payable,
initial Premium Payment allocations are not considered transfers. All transfer
requests made simultaneously will be treated as a single request. No transfer
charge will be imposed for any transfer which is not at the Owner's request.

OTHER EXPENSES INCLUDING INVESTMENT ADVISORY FEES

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

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary does not constitute tax advice. It is a general
discussion of certain of the expected federal income tax consequences of
investment in and distributions with respect to a Policy, based on the Internal
Revenue Code of 1986, as amended (the "Code"), proposed and final Treasury
Regulations thereunder, judicial authority, and current administrative rulings
and practice. This summary discusses only certain federal income tax
consequences to "United States Persons," and does not

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<PAGE>

discuss state, local, or foreign tax consequences. United States Persons means
citizens or residents of the United States, domestic corporations, domestic
partnerships and trusts or estates that are subject to United States federal
income tax regardless of the source of their income.

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

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

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

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

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<PAGE>

TAXATION OF ANNUITIES

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

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

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

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<PAGE>

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

Surrenders. In the case of a partial surrender (including systematic
withdrawals) under a Nonqualified Policy, the amount received generally will be
includable in gross income only up to the amount of the "Income on the
Contract." In the case of a full surrender under a Nonqualified Policy or a
Qualified Policy, the amount received generally will be taxable to the extent
it exceeds the "Investment in the Contract." In the case of a partial surrender
(including systematic withdrawals) under a Qualified Policy, a ratable portion
of the amount received is taxable, generally based on the ratio of the
"Investment in the Contract" to the individual's total accrued benefit under
the retirement plan. For a Policy issued in connection with qualified plans,
the "Investment in the Contract" can be zero. Special tax rules may be
available for certain distributions from a Qualified Policy.

Annuity Payments. Although the tax consequences may vary depending on the
Annuity Payment elected under the Policy, in general, only the portion of the
Annuity Payments received after the Annuity Commencement Date that represents
the amount by which the Annuity Purchase Value exceeds the "Investment in the
Contract" will be includable in the gross income of the recipient. After the
"Investment in the Contract" is recovered, the full amount of any additional
Annuity Payments is includable in gross income.

For Variable Annuity Payments, the taxable portion is generally determined by
an equation that establishes a specific dollar amount of each payment that is
not taxed. The dollar amount is determined by dividing the "Investment in the
Contract" by the total number of expected periodic payments. However, the
entire distribution will be taxable once the recipient has recovered the dollar
amount of his or her "Investment in the Contract."

For Fixed Annuity Payments, in general there is no tax on the portion of each
payment which represents the same ratio that the "Investment in the Contract"
bears to the total expected value of the Annuity Payments for the term of the
payments, however, 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 the gross
income.

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<PAGE>

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

Penalty Taxes. In the case of any amount received or deemed received from the
Policy, e.g., upon a surrender of a Policy or a deemed distribution under a
Policy resulting from a pledge, assignment or agreement to pledge or assign or
an Annuity Payment with respect to a Policy, there may be imposed on the
recipient a federal penalty tax equal to 10% of the amount includable in gross
income. The penalty tax generally will not apply to any distribution: (i) made
on or after the date on which the taxpayer attains age 59 1/2; (ii) made as a
result of the death of the holder (generally the Owner); (iii) attributable to
the disability of the taxpayer; or (iv) which is part of a series of
substantially equal periodic payments made (not less frequently than annually)
for the life (or life expectancy) of the taxpayer or the joint lives (or joint
life expectancies) of such taxpayer and his/her beneficiary. Other rules may
apply to Qualified Policies.

Withholding. The portion of any distribution under a Policy that is
includable in gross income will be subject to federal income tax withholding
unless the recipient of such distribution is permitted to and elects not to
have federal income tax withheld. Election forms will be provided at the time
distributions are requested or made. Effective January 1, 1993, certain
distributions from Section 401(a), 403(a) and 403(b) annuities are subject to
mandatory withholding.

Qualified Policies. The Qualified Policy is designed for use with several
types of retirement plans. The tax rules applicable to participants and
beneficiaries in retirement plans vary according to the type of plan and the
terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and minimum
distribution rules; aggregate distributions in excess of a specified annual
amount; and in other specified circumstances.

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

Individual Retirement Annuities. In order to qualify as an individual
retirement annuity under Section 408(b) of the Code, a Policy must contain
certain provisions: (i) the Owner must be the Annuitant;

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<PAGE>

(ii) the Policy may not be transferable by the Owner, e.g., the Owner may not
designate a new Owner, a Successor Owner or assign the Policy as collateral
security; (iii) the total Premium Payments for any calendar year may not exceed
$2,000, unless the portion of such Premium Payments in excess of $2,000
qualifies as a rollover amount or contribution under Section 402(a)(5) 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 individual
retirement annuities under Section 408(b) of the Code contain such provisions.
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 a
death benefit provision such as the provision in the Policy comports with IRA
qualification requirements.

Section 408 of the Code also indicates that no part of the funds for an
individual retirement account or annuity should be invested in a life insurance
contract, but the regulations thereunder allow such funds to be invested in an
annuity contract that provides a death benefit that equals the greater of the
premiums paid or the cash value for the contract. The Policy provides an
enhanced death benefit that could exceed the amount of such a permissible death
benefit, but it is unclear to what extent such an enhanced death benefit could
disqualify the Policy under Section 408 of the Code.

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 Cash 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 sentence, Section 72(u) of the Code does
not apply to (i) a Policy the nominal Owner of which is not a natural person
but the beneficial Owner of which is a natural person, (ii) a Policy acquired
by the estate of a decedent by reason of such decedent's death, (iii) a
Qualified Policy or (iv) a single-payment annuity the Annuity Commencement Date
for which is no later than one year from the date of the single Premium
Payment; instead, such Policies are taxed as described above under the heading
"Taxation of Annuities."

Possible Changes in Taxation. In past years, legislation has been proposed in
the U.S. Congress that would have adversely modified the federal taxation of
certain annuities. For example, one such proposal

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<PAGE>

would have changed the tax treatment of non-qualified annuities that did not
have "substantial life contingencies" by taxing income as it is credited to the
annuity. Although as of the date of this Prospectus Congress was not actively
considering any legislation regarding the taxation of annuities, there is
always the possibility that the tax treatment of annuities could change by
legislation or other means (such as IRS regulations, revenue rulings, judicial
decisions, etc.). Moreover, it is also possible that any change could be
retroactive (that is, effective prior to the date of the change).

DISTRIBUTOR OF THE POLICIES

AEGON USA Securities, Inc., an affiliate of PFL, is the principal underwriter
of the Policies. AEGON USA Securities, Inc. has entered or will enter into one
or more contracts with various broker-dealers for the distribution of the
Policies. Commissions on Policy sales are paid to dealers. Commissions payable
to a broker-dealer will be up to 1% of Premium Payments and .50% of Policy
Values (on an annual basis). In addition, certain broker-dealers may receive
additional commissions of up to .25% of Premium Payments and .25% of Policy
Values and certain expense allowances based upon the attainment of specific
sales volume targets and other factors.

VOTING RIGHTS

To the extent required by law, PFL will vote the Underlying Funds' shares
held by the Mutual Fund Account at regular and special shareholder meetings of
the Underlying Funds in accordance with instructions received from persons
having voting interests in the Underlying Funds. If, however, the 1940 Act or
any regulation thereunder should be amended or if the present interpretation
thereof should be amended or if the present interpretation thereof should
change, and as a result PFL determines that it is permitted to vote the
Underlying Funds' shares in its own right, it may elect to do so.

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

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

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<PAGE>

The number of votes that the Owner or person receiving income payments has
the right to instruct will be determined as of the date established by the
Underlying Fund for determining shareholders eligible to vote at the meeting of
the Underlying Fund. PFL will solicit voting instructions by sending Owners or
other persons entitled to vote written requests for instructions prior to that
meeting in accordance with procedures established by the Underlying Fund.
Portfolio shares as to which no timely instructions are received and shares
held by PFL in which Owners 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.

LEGAL PROCEEDINGS

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

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<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Policy--General Provisions............................................. 3
Owner.................................................................... 3
Entire Policy............................................................ 3
Deferment of Payment and Transfers....................................... 3
Misstatement of Age or Sex............................................... 4
Reallocation of Policy Values After the Annuity Commencement Date........ 4
Assignment............................................................... 4
Evidence of Survival..................................................... 4
Amendments............................................................... 4
Federal Tax Matters........................................................ 5
Tax Status of the Policy................................................. 5
Taxation of PFL.......................................................... 6
Investment Experience...................................................... 6
State Regulation of PFL.................................................... 10
Administration............................................................. 10
Records and Reports........................................................ 10
Distribution of the Policies............................................... 10
Custody of Assets.......................................................... 10
Historical Performance Data................................................ 11
Money Market Yields...................................................... 11
Other Subaccount Yields.................................................. 12
Total Returns............................................................ 13
Other Performance Data................................................... 13
Legal Matters.............................................................. 13
Independent Auditors....................................................... 13
Other Information.......................................................... 14
Financial Statements....................................................... 14
</TABLE>

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<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE ENDEAVOR PLATINUM VARIABLE ANNUITY

Issued through

PFL ENDEAVOR VARIABLE
ANNUITY ACCOUNT

Offered by:
PFL LIFE INSURANCE COMPANY

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

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

This Statement of Additional information expands upon subjects discussed in
the current Prospectus for the Endeavor Platinum Variable Annuity Policy (the
"Policy") offered by PFL Life Insurance Company. You may obtain a copy of the
Prospectus dated May 1, 1995 by calling 1-800-525-6205, or by writing to the
Administrative and Service Office, Financial Markets Division--Variable Annuity
Dept., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499. Terms used in the
current Prospectus for the Policy are incorporated in this Statement.

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

Dated: May 1, 1995

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<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Policy-General Provisions............................................ 3
Owner.................................................................. 3
Entire Policy.......................................................... 3
Deferment of Payment and Transfers..................................... 3
Misstatement of Age or Sex............................................. 4
Reallocation of Policy Values After the Annuity Commencement Date...... 4
Assignment............................................................. 4
Evidence of Survival................................................... 4
Amendments............................................................. 4
Federal Tax Matters (36)................................................. 5
Tax Status of the Policy............................................... 5
Taxation of PFL........................................................ 6
Investment Experience.................................................... 6
State Regulation of PFL.................................................. 10
Administration........................................................... 10
Records and Reports...................................................... 10
Distribution of the Policies (42)........................................ 10
Custody of Assets........................................................ 10
Historical Performance Data (14)......................................... 11
Money Market Yields.................................................... 11
Other Subaccount Yields................................................ 12
Total Returns.......................................................... 12
Other Performance Data................................................. 13
Legal Matters............................................................ 13
Independent Auditors..................................................... 13
Other Information........................................................ 14
Financial Statements (14)................................................ 14
</TABLE>

(Numbers in parenthesis indicate corresponding sections of the Prospec-
tus).

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<PAGE>

In order to supplement the description in the Prospectus, the following
provides additional information about PFL and the Policy which may be of
interest to an Owner.

THE POLICY--GENERAL PROVISIONS

OWNER

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

A Successor Owner can be named in the Policy application or in a Written
Notice. The Successor Owner will become the new Owner upon the 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.

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.

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

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

ENTIRE POLICY

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

DEFERMENT OF PAYMENT AND TRANSFERS

Payment of any amount due from the Mutual Fund Account in respect of a
surrender, the Death Benefit or the death of the Owner of a Nonqualified Policy
generally will occur within seven business days from the date the Written
Notice (and any other required documentation or information) is received,
except that PFL may be permitted to defer such payment from the Mutual Fund
Account if: (1) the New York Stock Exchange is closed for other than usual
weekends or holidays or trading on the Exchange is otherwise restricted; or (2)
an emergency exists as defined by the SEC or the SEC requires that trading be
restricted; or (3) the SEC permits a delay for the protection of Owners. In
addition, transfers of amounts from the Subaccounts may be deferred under these
circumstances.

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<PAGE>

MISSTATEMENT OF AGE OR SEX

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

REALLOCATION OF POLICY VALUES AFTER THE ANNUITY COMMENCEMENT DATE

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

ASSIGNMENT

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

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

EVIDENCE OF SURVIVAL

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

AMENDMENTS

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

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

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<PAGE>

FEDERAL TAX MATTERS

TAX STATUS OF THE POLICY

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

Owner Control. In certain circumstances, owners of variable annuity contracts
may be considered the owners, for federal income tax purposes, of the assets of
the separate accounts used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includable in the
variable contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The
Treasury Department has also announced, in connection with the issuance of
regulations concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., the
Owner), rather than the insurance company, to be treated as the owner of the
assets in the account." This announcement also stated that guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts without being treated as
owners of the underlying assets." As of the date of this Statement of
Additional Information, no such guidance has been issued.

The ownership rights under the Policy are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Owner has additional flexibility in allocating premium payments
and Policy Values. These differences could result in an Owner being treated as
the owner of a pro rata portion of the assets of the Mutual Fund Account. In
addition, PFL does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. PFL therefore reserves the right to modify the Policy as necessary to
attempt to prevent an Owner from being considered the owner of a pro rata share
of the assets of the Mutual Fund Account.

Distribution Requirements. The Code also requires that Nonqualified Policies
contain specific provisions for distribution of Policy proceeds upon the death
of any Owner. In order to be treated as an annuity contract for federal income
tax purposes, the Code requires that such Policies provide that if any Owner
dies on or after the Annuity Commencement Date and before the entire interest
in the Contract has been distributed, the remaining portion must be distributed
at least as rapidly as under the method in effect on such Owner's death. If any
Owner dies before the Annuity Commencement Date, the entire interest in the
Policy must generally be distributed within 5 years after such Owner's date of
death or be used to purchase an immediate annuity under which payments will
begin within one year of such Owner's death and will be made for the life of
the Beneficiary or for a period not extending beyond the life expectancy of the
"Designated Beneficiary" as defined in section 72(s) of the Code. However, if
upon such Owner's death prior to the Annuity Commencement Date, such Owner's
surviving spouse becomes the sole new Owner under the Policy, then the Policy
may be continued with the surviving spouse as the new Owner.

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<PAGE>

Under the Policy, the Beneficiary is the Designated Beneficiary of an
Owner/Annuitant and the Successor Owner is the Designated Beneficiary of an
Owner who is not the Annuitant. If any Owner is not a natural person, then for
purposes of these distribution requirements, the primary Annuitant shall be
treated as the Owner, and any death or change of such primary Annuitant shall
be treated as the death of the Owner. The Policy contains provisions intended
to comply with these requirements of the Code. No regulations interpreting
these requirements of the Code have yet been issued and thus no assurance can
be given that the provisions contained in the Policies satisfy all such Code
requirements. The provisions contained in the Policies may be modified if
necessary to assure that they comply with the Code requirements when clarified
by regulation or otherwise.

TAXATION OF PFL

PFL at present is taxed as a life insurance company under part I of
Subchapter L of the Code. The Mutual Fund Account is treated as part of PFL
and, accordingly, will not be taxed separately as a "regulated investment
company" under Subchapter M of the Code. PFL does not expect to incur any
federal income tax liability with respect to investment income and net capital
gains arising from the activities of the Mutual Fund Account 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 PFL with
respect to the Mutual Fund Account, PFL may make a charge to the Mutual Fund
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

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

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 Policy 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 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

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<PAGE>

(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 charge or credit for any taxes determined by PFL to
have resulted from the investment operations of the Subaccount and for
which it has created a reserve;

(b) is the net result of:

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

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

(c) is the charge for mortality and expense risk during the Valuation
Period equal on an annual basis to 1.25% of the daily net asset value of
the Subaccount, plus the .15% administrative charge plus the distribution
financing charge of .25% (during the first ten Policy years, not to exceed
8.5% of premiums on a cumulative basis).

ILLUSTRATION OF ACCUMULATION UNIT VALUE CALCULATIONS

FORMULA AND ILLUSTRATION FOR DETERMININGTHE INVESTMENT EXPERIENCE FACTOR

Investment Experience Factor = A + B -- C -- F
----------
D -- E

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 per share amount of any taxes reserved for at the end of the
immediately preceding Valuation Period.
Assume...............................................E = 0

F = The daily deduction for mortality and expense risk and
administrative and distribution financing charges, which totals
1.65% on an annual basis.
On a daily basis............................ = .0000448376

<TABLE>
<S> <C>
Then, the Investment Experience Factor = 11.57 -- 0 -- 0 -- .0000448376 = Z = 1.0148674431
---------------
11.40 -- 0
</TABLE>

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<PAGE>

FORMULA AND ILLUSTRATION FOR DETERMINING ACCUMULATION UNIT VALUE

Accumulation Unit Value = A x B

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

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

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

ANNUITY UNIT VALUE AND ANNUITY PAYMENT RATES

The amount of Variable Annuity Payments will vary with Annuity Unit Values.
Annuity Unit Values rise if the net investment performance of the Subaccount
exceeds the assumed interest rate of 5% annually. Conversely, Annuity Unit
Values fall if the net investment performance of the Subaccount is less than
the assumed rate. The value of a Variable Annuity Unit in each Subaccount was
established at $1.00 on the date operations began for that Subaccount. 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

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

The net investment factor for the Policy used to calculate the value of a
Variable Annuity Unit in each Subaccount for the valuation period is determined
by dividing (i) by (ii) and subtracting (iii) from the result, where:

(i) is the result of:

(1) the net asset value of a fund share held in the Mutual Fund
Account for that Subaccount determined at the end of the current
valuation period; plus

(2) the per share amount of any dividend or capital gain
distributions made by the fund for shares held in the Mutual Fund
Account for that Subaccount if the ex-dividend date occurs during the
valuation period.

(ii) is the net asset value of a fund share held in the Mutual Fund
Account for that Subaccount determined as of the end of the immediately
preceding valuation period.

(iii) is a factor representing the mortality and expense risk fee,
administrative charge and financing distribution charge. This factor is
equal, on an annual basis, to 1.65% of the daily net asset value of a fund
share held in the Mutual Fund Account for that Subaccount.

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.

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<PAGE>

ILLUSTRATION OF CALCULATIONS FOR ANNUITY UNIT VALUE
AND VARIABLE ANNUITY PAYMENTS

FORMULA AND ILLUSTRATION FOR DETERMINING ANNUITY UNIT VALUE

Annuity Unit Value = A x B x C

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

B = 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 interest rate of 5% built into
the Annuity Tables used.
Assume................................................ = Z

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

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

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

Where: A = The 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

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

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

Number of Annuity Units = A
-
B

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

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

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

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<PAGE>

STATE REGULATION OF PFL

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

ADMINISTRATION

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

RECORDS AND REPORTS

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

DISTRIBUTION OF THE POLICIES

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

AEGON USA Securities, Inc., an affiliate of PFL, is the principal underwriter
of the Policies. AEGON USA Securities, Inc. has entered into agreements with
broker-dealers for the distribution of the Policies. During 1994, the amount
paid to AEGON USA Securities, Inc. and/or the broker-dealers for this service
was $202,998.

CUSTODY OF ASSETS

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

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<PAGE>

HISTORICAL PERFORMANCE DATA

MONEY MARKET YIELDS

PFL may from time to time disclose the current annualized yield of the Money
Market Subaccount, which invests in the 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 Money Market Portfolio or on its
portfolio securities. This current annualized yield is computed by determining
the net change (exclusive of realized gains and losses on the sale of
securities and unrealized appreciation and depreciation) at the end of the 7-
day period in the value of a hypothetical account having a balance of 1 unit of
the 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 and Distribution Financing
Charges; and (ii) the Mortality and Expense Risk Charge. Current Yield will be
calculated according to the following formula:

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

Where:
<TABLE>
<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) 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 Money Market Subaccount will be lower than the yield for the Money Market
Portfolio. The yield calculations do not reflect the effect of any premium
taxes that may be applicable to a particular Policy.

PFL may also disclose the effective yield of the 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

The yield on amounts held in the 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 Money Market Subaccount's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Portfolio, the types and quality of portfolio securities held by
the Money Market Portfolio and its operating expenses.

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<PAGE>

OTHER SUBACCOUNT YIELDS

PFL may from time to time advertise or disclose the current annualized yield
of one or more of the Subaccounts of the Mutual Fund Account (except the 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 and Distribution Financing
Charges and (ii) the Mortality and Expense Risk Charge. The 30-day yield is
calculated according to the following formula:

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

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

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

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

TOTAL RETURNS

PFL may from time to time also advertise or disclose total returns for one or
more of the Subaccounts of the Mutual Fund Account 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.

- 12 -
<PAGE>

Total returns will be calculated using Subaccount Unit Values which PFL
calculates on each Business Day based on the performance of the Subaccount's
underlying Portfolio, and the deductions for the Mortality and Expense Risk
Charge, and the Administrative and Distribution Financing Charges. 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

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

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

CTR = (ERV / P) -- 1

Where:
<TABLE>
<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.

LEGAL MATTERS

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

INDEPENDENT AUDITORS

The Financial Statements of PFL at December 31, 1994 and 1993, and for each
of the three years in the period ended December 31, 1994, and the Financial
Statements of The PFL Endeavor Variable Annuity Account at December 31, 1994
and for each of the two years in the period then ended, included in this
Statement of Additional Information have been audited by Ernst & Young LLP,
Independent Auditors, Des Moines, Iowa.

- 13 -
<PAGE>

OTHER INFORMATION

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

FINANCIAL STATEMENTS

The values of the interests of Policy Owners in the Mutual Fund Account will
be affected solely by the investment results of the selected Subaccount(s).
Financial Statements of The PFL Endeavor Variable Annuity Account are contained
herein. The Financial Statements of PFL, which are included in this Statement
of Additional Information, should be considered only as bearing on the ability
of PFL to meet its obligations under the Policies. They should not be
considered as bearing on the investment performance of the assets held in the
Mutual Fund Account.

- 14 -
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
PFL Life Insurance Company

We have audited the accompanying statutory-basis balance sheets of PFL Life
Insurance Company as of December 31, 1994 and 1993, and the related statutory-
basis statements of operations, capital and surplus and cash flows for each of
the three years in the period ended December 31, 1994. 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 conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

The Company presents its financial statements in conformity with the
accounting practices prescribed or permitted by the Insurance Division of the
Commerce Department of the State of Iowa. The variances between such practices
and generally accepted accounting principles are described in Note 1. The
effects of these variances have not been determined but we believe they are
material.

In our opinion, because of the materiality of the effects of the variances
between generally accepted accounting principles and the accounting practices
referred to in the preceding paragraph, the financial statements referred to
above are not intended to and do not present fairly, in conformity with
generally accepted accounting principles, the financial position of PFL Life
Insurance Company at December 31, 1994 and 1993, or the results of its
operations or its cash flows for each of the three years in the period ended
December 31, 1994.

Also, in our opinion, the financial statements referred to above present
fairly, in all material respects, the admitted assets, liabilities and capital
and surplus of PFL Life Insurance Company at December 31, 1994 and 1993, and
the results of its operations and its cash flows for each of the three years in
the period ended December 31, 1994 in conformity with accounting practices
prescribed or permitted by the Insurance Division of the Commerce Department of
the State of Iowa.

Ernst & Young LLP

Des Moines, Iowa
February 17, 1995

- 15 -
<PAGE>

PFL LIFE INSURANCE COMPANY

BALANCE SHEETS--STATUTORY BASIS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
DECEMBER 31
---------------------
1994 1993
---------- ----------
<S> <C> <C>
ADMITTED ASSETS
Cash and invested assets:
Cash and short-term investments........................ $ 34,062 $ 18,135
Bonds (Note 2)......................................... 4,094,407 3,511,009
Stocks (Note 2):
Preferred............................................ 12,667 14,002
Common (cost: 1994--$15,812; 1993--$14,653).......... 16,754 18,651
Affiliated entities (cost: 1994--$13,155; 1993--
$14,705)............................................ 26,530 48,226
Mortgage loans on real estate (Note 2)................. 527,410 415,829
Real estate, at cost less accumulated depreciation and
encumbrances ($12,318 in 1994; $12,728 in 1993):
Home office properties............................... 21,226 12,791
Properties acquired in satisfaction of debt.......... 10,381 13,222
Investment properties................................ 45,859 45,682
Policy loans........................................... 51,798 48,596
Other invested assets.................................. 4,593 5,289
---------- ----------
Total cash and invested assets......................... 4,845,687 4,151,432
Premiums deferred and uncollected........................ 18,386 18,877
Accrued investment income................................ 61,969 56,852
Receivable from affiliates............................... 31,843 31,478
Federal income taxes recoverable (Note 4)................ 10,274 --
Other assets (Note 8).................................... 29,441 32,569
Separate account assets.................................. 1,120,391 907,255
---------- ----------
Total admitted assets.................................. $6,117,991 $5,198,463
========== ==========
LIABILITIES AND CAPITAL AND SURPLUS
Liabilities:
Aggregate reserves for policies and contracts:
Life................................................. $ 557,624 $ 475,503
Annuity.............................................. 3,763,714 3,183,571
Accident and health.................................. 99,240 81,635
Policy and contract claim reserves:
Life................................................. 7,493 8,540
Accident and health.................................. 66,407 61,643
Other policyholders' funds............................. 5,494 3,207
Remittances and items not allocated.................... 35,415 19,238
Federal income taxes payable (Note 4).................. -- 5,824
Asset valuation reserve (Note 1)....................... 37,975 44,015
Interest maintenance reserve (Note 1).................. 22,826 36,487
Other liabilities (Note 8)............................. 73,071 56,774
Separate account liabilities........................... 1,120,391 907,255
---------- ----------
Total liabilities...................................... 5,789,650 4,883,692
Commitments and contingencies (Notes 3 and 8)
Capital and surplus (Note 6):
Common stock, $10 par value, 500 shares authorized, 266
issued and outstanding................................ 2,660 2,660
Paid-in surplus........................................ 114,129 99,129
Unassigned surplus..................................... 211,552 212,982
---------- ----------
Total capital and surplus.............................. 328,341 314,771
---------- ----------
Total liabilities and capital and surplus.............. $6,117,991 $5,198,463
========== ==========
</TABLE>

See accompanying notes.

- 16 -
<PAGE>

PFL LIFE INSURANCE COMPANY

STATEMENTS OF OPERATIONS--STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Premiums and other considerations, net of
reinsurance:
Life................................... $ 148,954 $ 98,670 $ 93,360
Annuity................................ 1,067,406 740,787 492,426
Accident and health.................... 230,889 266,789 263,540
Net investment income (Note 2)........... 343,880 322,393 315,416
Amortization of interest maintenance
reserve (Note 1)........................ 2,871 2,674 481
Commissions and expense allowances on
reinsurance ceded....................... 94,635 62,584 53,688
---------- ---------- ----------
1,888,635 1,493,897 1,218,911
Benefits and expenses:
Death, surrender and other life insurance
and annuity benefits.................... 499,120 298,457 212,371
Accident and health benefits............. 107,882 132,044 135,400
Increase in aggregate reserves for
policies and contracts:
Life................................... 82,062 26,703 29,441
Annuity................................ 580,564 254,593 375,219
Accident and health.................... 22,144 19,216 16,552
Commissions.............................. 215,635 198,251 181,644
General insurance expenses............... 52,166 53,367 51,480
Taxes, licenses and fees................. 15,368 10,781 10,606
Transfer to separate account............. 243,806 414,819 131,512
Other expenses........................... 1,014 814 2,875
---------- ---------- ----------
1,819,761 1,409,045 1,147,100
---------- ---------- ----------
Gain from operations before federal income
taxes and net realized capital losses on
investments............................... 68,874 84,852 71,811
Federal income tax expense (Note 4)........ 23,858 31,667 24,052
---------- ---------- ----------
Gain from operations before net realized
capital losses on investments............. 45,016 53,185 47,759
Net realized capital losses on investments
(net of related federal income taxes and
transfer to interest maintenance reserve)
(Note 2).................................. (3,624) (451) (1,407)
---------- ---------- ----------
Net income................................. $ 41,392 $ 52,734 $ 46,352
========== ========== ==========
</TABLE>

See accompanying notes.

- 17 -
<PAGE>

PFL LIFE INSURANCE COMPANY

STATEMENTS OF CAPITAL AND SURPLUS--STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Common stock, at beginning and end of year....... $ 2,660 $ 2,660 $ 2,660
Paid-in surplus:
Beginning of year.............................. 99,129 99,129 99,129
Capital contribution (Note 7).................. 15,000 -- --
-------- -------- --------
End of year...................................... 114,129 99,129 99,129
Unassigned surplus:
Beginning of year.............................. 212,982 213,665 213,038
Net income..................................... 41,392 52,734 46,352
Net change in unrealized capital gains/losses.. (25,350) 1,719 254
Change in non-admitted assets.................. (248) (5) 44
Change in asset valuation reserve.............. 6,040 (10,773) (7,354)
Surplus effect of mergers (Note 1)............. -- -- 6,364
Surplus effect of sale of division (Note 1).... -- (862) --
Surplus effect of ceding commissions associated
with the sale of a division (Note 1).......... 184 -- --
Cancellation of coinsurance agreements (Note
1)............................................ -- (288) 877
Amendment of reinsurance agreement (Note 1).... 391 -- --
Dividends to stockholder (Note 6).............. (20,900) (46,000) (31,200)
Prior period adjustment (Notes 4 and 8)........ (3,444) 452 (13,791)
Change in liability for reinsurance in
unauthorized companies........................ 505 2,340 (919)
-------- -------- --------
End of year...................................... 211,552 212,982 213,665
-------- -------- --------
Total capital and surplus........................ $328,341 $314,771 $315,454
======== ======== ========
</TABLE>

See accompanying notes.

- 18 -
<PAGE>

PFL LIFE INSURANCE COMPANY

STATEMENTS OF CASH FLOWS--STATUTORY BASIS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
------------------------------------
1994 1993 1992
----------- ----------- ----------
<S> <C> <C> <C>
SOURCES OF CASH
Net cash provided by operations:
Premiums and other considerations, net
of reinsurance........................ $ 1,547,797 $ 1,169,096 $ 898,953
Net investment income.................. 339,856 326,480 318,076
----------- ----------- ----------
1,887,653 1,495,576 1,217,029
Life and accident and health claims.... (137,602) (159,968) (158,039)
Surrender benefits and other fund with-
drawals............................... (392,064) (217,998) (144,230)
Other benefits to policyholders........ (73,237) (50,180) (42,699)
Commissions, other expenses and other
taxes................................. (288,151) (264,124) (244,208)
Net transfers to separate accounts..... (243,806) (414,819) (131,512)
Dividends to policyholders............. (1,155) (1,200) (1,374)
Federal income taxes, excluding tax on
capital gains and IRS settlements..... (39,864) (32,548) (2,728)
Increase in policy loans............... (3,202) (677) (3,497)
----------- ----------- ----------
(1,179,081) (1,141,514) (728,287)
----------- ----------- ----------
Net cash provided by operations.......... 708,572 354,062 488,742
Proceeds from investments sold, matured
or repaid:
Bonds and preferred stocks............. 1,430,339 1,532,807 1,418,990
Common stocks.......................... 12,941 11,121 11,132
Mortgage loans on real estate.......... 43,495 47,460 25,480
Real estate............................ 9,536 8,286 1,112
Other proceeds......................... 189 1,407 2,691
----------- ----------- ----------
Total cash from investments.............. 1,496,500 1,601,081 1,459,405
Capital contribution (Note 7)............ 15,000 --
Cash received as the result of coinsur-
ance cancellations (Note 1)............. -- 114 23,471
Cash received in connection with mergers
(Note 1)................................ -- -- 675
Dividend from subsidiary (Note 7)........ 10,000 -- --
Cash received from ceding commissions as-
sociated with the sale of a division
(Note 1)................................ 284 -- --
Other cash provided...................... 45,799 12,457 30,849
----------- ----------- ----------
Total sources of cash.................... 2,276,155 1,967,714 2,003,142
APPLICATIONS OF CASH
Cost of investments acquired:
Bonds and preferred stocks............. 2,043,615 1,846,839 1,697,452
Common stocks.......................... 11,228 18,832 10,471
Mortgage loans on real estate.......... 160,068 94,557 73,508
Real estate............................ 14,801 8,587 2,961
Other invested assets.................. 664 347 720
----------- ----------- ----------
Total investments acquired............... 2,230,376 1,969,162 1,785,112
Dividends to stockholder (Note 6)........ 20,900 46,000 31,200
Cash transferred as the result of sale of
division (Note 1)....................... -- 8,773 -
Other cash applied....................... 8,952 46,504 88,948
----------- ----------- ----------
Total applications of cash............... 2,260,228 2,070,439 1,905,260
----------- ----------- ----------
Net change in cash and short-term invest-
ments................................... 15,927 (102,725) 97,882
Cash and short-term investments at begin-
ning of year............................ 18,135 120,860 22,978
----------- ----------- ----------
Cash and short-term investments at end of
year.................................... $ 34,062 $ 18,135 $ 120,860
=========== =========== ==========
</TABLE>

See accompanying notes.

- 19 -
<PAGE>

PFL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS--STATUTORY BASIS
DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

PFL Life Insurance Company (the Company) is a stock life insurance company
and is a wholly-owned subsidiary of First AUSA Life Insurance Company (AUSA),
which is an indirect wholly-owned subsidiary of AEGON nv, a holding company
organized under the laws of The Netherlands. The financial statements presented
herein are prepared on the statutory accounting principles basis for the
Company only; as such, the accounts of the Company's wholly-owned subsidiary,
Equity National Life Insurance Company (Equity National), are not consolidated
with those of the Company.

In connection with the sale of certain affiliated companies by AUSA, the
Company has assumed various blocks of business from these former affiliates
through mergers. In addition, the Company has cancelled or entered into several
coinsurance agreements with affiliates and non-affiliates. The following is a
description of those transactions:

. On January 1, 1994, the Company revised a reinsurance agreement with
a non-affiliate (primarily group health business). As a result, the
Company transferred $3,881 in assets and $4,080 in liabilities. The
difference between the assets and liabilities of $199, plus a tax
credit of $192, was credited directly to unassigned surplus.

. During 1993, the Company sold the Oakbrook Division (primarily group
health business). The initial transfer of risk occurred through an
indemnity reinsurance agreement. The policies will then be assumed by
the reinsurer by novation as state regulatory and policyholder
approvals are received. In addition, the Company will receive from
the third party administrator a ceding commission of one percent of
the premiums collected between January 1, 1994 and December 31, 1996.
As a result of the sale, in 1993, the Company transferred $12,094 in
assets including $8,773 in cash and short-term investments and
$10,570 in liabilities to the assuming company. The difference
between the assets and liabilities transferred, net of a tax effect
of $662, was charged directly to unassigned surplus. The income
statement for 1993 includes revenues of $53,558 and net income of
$2,839 earned by the division prior to its sale. During 1994, the
Company received $284 for ceding commissions; the commissions net of
the related tax effect of $100 was credited directly to unassigned
surplus.

. During 1993, the Company cancelled several coinsurance agreements
with affiliated and non-affiliated companies. As a result of the
cancellations with affiliates, the Company received $1,006 in assets,
and $1,051 in liabilities. As a result of the cancellations with non-
affiliates, the Company received $6,736 in assets, including $114 in
cash and short-term investments, and $7,131 in liabilities. The
difference between the assets and liabilities, net of a tax effect of
$152, was charged directly to surplus.

. During 1992, the Company cancelled several coinsurance agreements
with affiliates. As a result of the cancellations, the Company
transferred $8,199 in assets, including $358 in cash and short-term
investments, and $10,986 in liabilities to affiliates. Also in 1992,
the Company entered into a reinsurance agreement with an affiliate
and received $23,474 in assets including $23,471 in cash and short-
term investments, and $24,934 in liabilities. The net effect of these
transactions, net of the related tax effect, was credited directly to
unassigned surplus.

- 20 -
<PAGE>

. In 1991, the majority of the assets, liabilities and capital and
surplus of Pacific Fidelity Life Insurance Company (PFL) and National
Old Line Insurance Company, Inc. (NOL) (affiliated companies) were
merged into the Company. In 1992, the remaining assets, liabilities
and capital and surplus of $36,984, $30,620 and $6,364, respectively,
were merged into the Company. Revenues and net income of this
remaining merged business are not significant to current or prior
years' operations.

Basis of Presentation

The accompanying statutory-basis financial statements have been prepared in
accordance with accounting practices prescribed or permitted by the Insurance
Division of the Commerce Department of the State of Iowa, which are designed
primarily to reflect the Company's ability to meet obligations to
policyholders. Statutory insurance accounting principles differ in many
respects from generally accepted accounting principles (GAAP) followed by other
business enterprises in determining financial position, and results of
operations. The effects of such variances from GAAP have not been determined.
Accordingly, the accompanying statutory-basis financial statements are not
intended to present financial position, results of operations and cash flows in
conformity with GAAP. Pursuant to statutory requirements: (a) bonds are
generally carried at amortized cost rather than segregating the portfolio into
held-to-maturity (carried at amortized cost), available-for-sale (carried at
fair value), and trading (carried at fair value) classifications; (b) premium
income on life policies is recognized over the premium paying period of the
policies and premium income on accident and health policies is recognized over
the coverage period of the policies, whereas the related acquisition costs such
as commissions and other costs related to acquiring new business are charged to
current operations as incurred; (c) aggregate policy reserves are based on
statutory mortality and interest requirements without consideration of
withdrawals, which may differ from reserves determined using estimates of
mortality, interest and withdrawals; (d) deferred federal income taxes are not
provided for timing differences between the financial statements and the tax
returns; (e) certain assets designated as "non-admitted assets" have been
excluded from the balance sheet by a charge to surplus; (f) the asset valuation
reserve (AVR), which is in the nature of a contingency reserve for possible
losses on investments, is recorded as a liability through a charge to surplus;
(g) net realized capital gains and losses attributable to changes in the level
of market interest rates are deferred and amortized over the remaining life of
the bonds and mortgage loans disposed of rather than being recognized in the
statement of operations in the year of disposition; (h) gross premiums for all
insurance products are considered revenues rather than reporting only various
policy charges and fees for certain long-duration contracts; (i) pension
expense is recorded as amounts are paid; and (j) reinsurance reserve credits
are recorded as a reduction to aggregate policy reserves rather than being
recorded as reinsurance recoverable assets. All pertinent financial statement
disclosures otherwise required under generally accepted accounting principles
are presented herein using the corresponding statutory-basis amounts.

The National Association of Insurance Commissioners (NAIC) currently is in
the process of recodifying statutory accounting practices, the result of which
is expected to constitute the only source of "prescribed" statutory accounting
practices. Accordingly, that project, which is expected to be completed in
1996, 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.

Fair Values of Financial Instruments

FASB Statement No. 107, "Disclosures about Fair Value of Financial
Instruments", requires disclosure of fair value information about financial
instruments, whether or not recognized in the balance sheet, for which it is
practicable to estimate that value. In cases where quoted market prices are not
available, fair values are based on estimates using present value or other
valuation

- 21 -
<PAGE>

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. Statement 107 excludes certain
financial instruments and all nonfinancial instruments from its disclosure
requirements. Accordingly, the aggregate fair value amounts presented do not
represent the underlying value of the Company.

The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

Cash and cash equivalents, short-term investments: The carrying amounts
reported in the balance sheet for these instruments approximate their fair
values.

Investment securities: Fair values for fixed maturity securities
(including redeemable preferred stocks) are based on quoted market prices,
where available. For fixed maturity securities not actively traded, fair
values are estimated using values obtained from independent pricing
services or, in the case of private placements, are estimated by
discounting expected future cash flows using a current market rate
applicable to the yield, credit quality, and maturity of the investments.
The fair values for equity securities other than insurance subsidiaries are
based on quoted market prices and are recognized in the balance sheet. Fair
value for the Company's insurance subsidiary is the statutory net book
value of that subsidiary.

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 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.

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.

The following sets forth a comparison of the fair values and carrying values
of the Company's financial instruments subject to the provisions of Statement
of Financial Accounting Standards No. 107:

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------------------------
1994 1993
--------------------- ---------------------
CARRYING CARRYING
VALUE FAIR VALUE VALUE FAIR VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
ADMITTED ASSETS
Bonds (Note 2).................. $4,094,407 $3,952,849 $3,511,009 $3,691,415
Preferred stocks (Note 2)....... 12,667 12,905 14,002 14,622
Common stocks................... 16,754 16,754 18,651 18,651
Affiliated common stock......... 26,530 26,530 48,226 48,226
Mortgage loans on real estate
(Note 2)....................... 527,410 499,350 415,829 432,363
Policy loans.................... 51,798 51,798 48,596 48,596
Cash and short-term investments. 34,062 34,062 18,135 18,135
Separate account assets......... 1,120,391 1,120,391 907,255 907,255
LIABILITIES
Investment contract liabilities
(including separate accounts).. 4,898,221 4,587,228 4,102,845 4,103,903
</TABLE>

- 22 -
<PAGE>

Cash and Short-Term Investments

For purposes of the statements of cash flows, the Company considers all
highly liquid investments with remaining maturity of one year or less when
purchased to be short-term investments. Short-term investments are recorded at
amortized cost, which approximates market.

Investments

Mortgage loans on real estate and policy loans are recorded at unpaid
balances. Bonds are valued primarily at amortized cost using the effective
interest method. Preferred stocks are valued primarily at cost. Common stocks,
which include shares of mutual funds (money market and other), are valued at
market with market value for the Company's investment in an insurance
subsidiary equal to the statutory net book value of the subsidiary. Realized
gains and losses on the sale of securities are recognized using the specific
identification method.

Depreciation on real estate is provided over the estimated useful lives of
the assets using the straight-line method.

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.

The aggregate policy reserves for life insurance policies are based
principally upon the 1941, 1958, and 1980 Commissioners' Standard Ordinary
Mortality and American Experience Mortality Tables. The reserves are calculated
using interest rates ranging from 2.00 to 6.00 percent and are computed
principally on the Net Level Valuation and the Commissioners' Reserve Valuation
Methods. Reserves for universal life policies are based on account balances
adjusted for the Commissioners' Reserve Valuation Method.

Deferred annuity reserves are calculated according to the Commissioners'
Annuity Reserve Valuation Method including excess interest reserves to cover
situations where the future interest guarantees plus the decrease in surrender
charges are in excess of the maximum valuation rates of interest. Reserves for
immediate annuities and supplementary contracts with and without life
contingencies are equal to the present value of future payments assuming
interest rates ranging from 2.50 to 11.25 percent and mortality rates, where
appropriate, from a variety of tables.

Accident and health policy reserves are equal to the greater of the gross
unearned premiums or any required midterminal additional 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 Account

Assets held in trust for purchases of variable annuity contracts and the
Company's corresponding obligation to the contract owners are shown separately
in the balance sheets. The

- 23 -
<PAGE>

assets in the separate account are valued at market. Income and gains and
losses with respect to the assets in the separate account accrue to the benefit
of the policyholders.

Asset Valuation Reserve and Interest Maintenance Reserve

As prescribed by the NAIC, the Company is required to record an Asset
Valuation Reserve (AVR). The AVR is computed in accordance with a prescribed
formula and represents a provision for possible fluctuations in the value of
bonds, equity securities, mortgage loans, real estate, and other invested
assets. Changes to the AVR are charged or credited directly to unassigned
surplus.

Also, as prescribed by the NAIC, the Company reports an Interest Maintenance
Reserve (IMR) that represents the net accumulated unamortized realized capital
gains and losses attributable to changes in the general level of interest rates
on sales of fixed income investments, principally bonds and mortgage loans.
During 1994, 1993 and 1992, net realized capital gains (losses) of $(10,790),
$21,403 and $18,166, respectively, were credited to the IMR rather than being
recognized in the statements of operations. Such gains or losses are amortized
into income on a straight-line basis over the remaining period to maturity
based on groupings of individual securities sold in five-year bands;
amortization of these net gains aggregated $2,871, $2,674 and $481 for the
years ended December 31, 1994, 1993 and 1992, respectively.

Reclassifications

Certain reclassifications have been made to the 1993 and 1992 financial
statements to conform to the 1994 presentation.

2. INVESTMENTS

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

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
DECEMBER 31, 1994
Bonds:
United States Government and
agencies..................... $ 104,798 $ 395 $ (1,958) $ 103,235
State, municipal and other
government................... 51,650 390 (2,739) 49,301
Public utilities.............. 164,975 1,860 (5,710) 161,125
Industrial and miscellaneous.. 1,891,899 27,082 (69,137) 1,849,844
Mortgage-backed securities.... 1,881,085 9,074 (100,815) 1,789,344
---------- -------- --------- ----------
4,094,407 38,801 (180,359) 3,952,849
Preferred stocks.............. 12,667 778 (540) 12,905
---------- -------- --------- ----------
$4,107,074 $ 39,579 $(180,899) $3,965,754
========== ======== ========= ==========
DECEMBER 31, 1993
Bonds:
United States Government and
agencies..................... $ 89,357 $ 5,207 $ (347) $ 94,217
State, municipal and other
government................... 65,767 3,125 (308) 68,584
Public utilities.............. 223,954 15,903 (923) 238,934
Industrial and miscellaneous.. 1,668,026 126,858 (10,693) 1,784,191
Mortgage-backed securities.... 1,463,905 49,624 (8,040) 1,505,489
---------- -------- --------- ----------
3,511,009 200,717 (20,311) 3,691,415
Preferred stocks.............. 14,002 620 -- 14,622
---------- -------- --------- ----------
$3,525,011 $201,337 $ (20,311) $3,706,037
========== ======== ========= ==========
</TABLE>

- 24 -
<PAGE>

The carrying value of bonds at December 31, 1994 and 1993 included $9,655 and
$5,876, respectively, in writedowns on certain debt securities which are valued
at estimated fair value.

The carrying value and estimated fair value of bonds at December 31, 1994, by
contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
CARRYING ESTIMATED
VALUE FAIR VALUE
---------- ----------
<S> <C> <C>
Due in one year or less............................... $ 48,345 $ 48,022
Due after one year through five years................. 949,309 922,700
Due after five years through ten years................ 973,031 944,929
Due after ten years................................... 242,637 247,854
---------- ----------
2,213,322 2,163,505
Mortgage-backed securities............................ 1,881,085 1,789,344
---------- ----------
$4,094,407 $3,952,849
========== ==========
</TABLE>

A detail of net investment income is presented below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
--------------------------
1994 1993 1992
-------- -------- --------
<S> <C> <C> <C>
Interest on bonds and notes....................... $294,145 $286,013 $278,475
Dividends on equity investments................... 12,091 3,990 7,553
Interest on mortgage loans........................ 42,385 37,587 34,655
Rental income on real estate...................... 9,360 8,753 7,624
Interest on policy loans.......................... 3,182 2,943 2,813
Other investment income........................... 282 555 541
-------- -------- --------
Gross investment income........................... 361,445 339,841 331,661
Investment expenses............................... 17,565 17,448 16,245
-------- -------- --------
Net investment income............................. $343,880 $322,393 $315,416
======== ======== ========
</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
----------------------------------
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Proceeds................................. $1,430,339 $1,532,807 $1,418,990
========== ========== ==========
Gross realized gains..................... $ 15,411 $ 42,020 $ 47,854
Gross realized losses.................... (33,044) (9,071) (17,537)
---------- ---------- ----------
Net realized gains (losses).............. $ (17,633) $ 32,949 $ 30,317
========== ========== ==========
</TABLE>

At December 31, 1994, investments with an aggregate carrying value of
$4,713,391 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.

- 25 -
<PAGE>

Realized investment gains (losses) and changes in unrealized gains (losses)
for investments are summarized below:

<TABLE>
<CAPTION>
REALIZED
YEAR ENDED DECEMBER 31
----------------------------
1994 1993 1992
--------- ------- --------
<S> <C> <C> <C>
Debt securities............................... $ (17,633) $32,949 $ 30,317
Short-term investments........................ (309) 679 --
Equity securities............................. 1,322 (348) 979
Mortgage loans on real estate................. (2,186) 199 (1,705)
Real estate................................... (2,858) (41) (1,343)
Other invested assets......................... 14 33 40
--------- ------- --------
(21,650) 33,471 28,288
Tax effect.................................... 7,236 (12,519) (11,529)
Transfer to interest maintenance reserve...... 10,790 (21,403) (18,166)
--------- ------- --------
Net realized losses........................... $ (3,624) $ (451) $ (1,407)
========= ======= ========
<CAPTION>
CHANGE IN UNREALIZED
YEAR ENDED DECEMBER 31
----------------------------
1994 1993 1992
--------- ------- --------
<S> <C> <C> <C>
Debt securities............................... $(322,346) $28,210 $(48,889)
Equity securities............................. (23,202) 3,449 1,289
--------- ------- --------
Change in unrealized appreciation (deprecia-
tion)........................................ $(345,548) $31,659 $(47,600)
========= ======= ========
</TABLE>

Gross unrealized gains and gross unrealized losses on common stocks were as
follows:

<TABLE>
<CAPTION>
DECEMBER 31
-------------------------
1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Unrealized gains.................................. $20,244 $42,045 $39,161
Unrealized losses................................. (5,927) (4,526) (5,091)
------- ------- -------
Net unrealized gains.............................. $14,317 $37,519 $34,070
======= ======= =======
</TABLE>

The carrying values and fair values of the Company's investments in mortgage
loans are as follows at December 31:

<TABLE>
<CAPTION>
1994 1993
------------------- -------------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Commercial mortgages................. $520,625 $492,292 $407,115 $422,446
Residential mortgages................ 6,785 7,058 8,714 9,917
-------- -------- -------- --------
$527,410 $499,350 $415,829 $432,363
======== ======== ======== ========
</TABLE>

- 26 -
<PAGE>

During 1994, 1993 and 1992, mortgage loans of $799, $101 and $11,022,
respectively, were foreclosed and transferred to real estate. At December 31,
1994 and 1993, the Company held a mortgage loan loss reserve in the asset
valuation reserve of $5,204 and $5,375, respectively. At December 31, 1994, the
mortgage loan portfolio is diversified by geographic region and specific
collateral property type as follows:

<TABLE>
<CAPTION>
GEOGRAPHIC DISTRIBUTION
- ----------------------------
<S> <C>
South Atlantic.......... 26%
Mountain................ 16
W. South Central........ 15
Pacific................. 14
E. North Central........ 14
E. South Central........ 6
W. North Central........ 5
Middle Atlantic......... 2
New England............. 2
</TABLE>
<TABLE>
<CAPTION>
PROPERTY TYPE DISTRIBUTION
- --------------------------
<S> <C>
Retail.................. 33%
Apartment............... 23
Office.................. 20
Industrial.............. 18
Hotel/Motel............. 3
Other................... 3
</TABLE>

At December 31, 1994, the Company had the following 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:

<TABLE>
<CAPTION>
CARRYING
DESCRIPTION OF SECURITY OR ISSUER VALUE
--------------------------------- --------
<S> <C>
Bonds:
Standard Credit Card Trust........................................ $60,426
G E Capital....................................................... 53,028
Residential Funding............................................... 41,609
</TABLE>

3. REINSURANCE

The Company reinsures portions of risk on certain insurance policies which
exceed its established limits, thereby providing a greater diversification of
risk and minimizing exposure on larger risks. The Company remains contingently
liable with respect to any insurance ceded, and this would become an actual
liability in the event that the assuming insurance company became unable to
meet its obligation under the reinsurance treaty.

Reinsurance assumption and cession treaties are transacted primarily with
affiliates. Premiums earned reflect the following reinsurance assumed and ceded
amounts:

<TABLE>
<CAPTION>
1994 1993 1992
---------- ---------- ----------
<S> <C> <C> <C>
Direct premiums.......................... $1,857,446 $1,472,409 $1,311,871
Reinsurance assumed...................... 1,832 3,040 23,052
Reinsurance ceded........................ (412,029) (369,203) (485,597)
---------- ---------- ----------
Net premiums earned...................... $1,447,249 $1,106,246 $ 849,326
========== ========== ==========
</TABLE>

The Company received reinsurance recoveries in the amount of $148,414,
$97,409 and $80,795 during 1994, 1993 and 1992, respectively. At December 31,
1994 and 1993, estimated amounts recoverable from reinsurers that have been
deducted from policy and contract claim reserves totaled $62,882 and $57,821,
respectively. The aggregate reserves for policies and contracts were reduced
for reserve credits for reinsurance ceded at December 31, 1994 and 1993 of
$2,977,954 and $2,857,448, respectively.

- 27 -
<PAGE>

At December 31, 1994, amounts recoverable from unauthorized reinsurers of
$43,055 (1993--$55,112) and reserve credits for reinsurance ceded of $59,131
(1993--$54,481) were associated with a single reinsurer and its affiliates. The
Company holds collateral under these reinsurance agreements in the form of
trust agreements totaling $64,038 at December 31, 1994 that can be drawn on for
amounts that remain unpaid for more than 120 days.

4. INCOME TAXES

For federal income tax purposes, the Company joins in a consolidated tax
return filing with certain affiliated companies. Under the terms of a tax-
sharing agreement between the Company and its affiliates, the Company computes
federal income tax expense as if it were filing a separate income tax return,
except that tax credits and net operating loss carryforwards are determined on
the basis of the consolidated group. Additionally, the alternative minimum tax
is computed for the consolidated group and the resulting tax, if any, is
allocated back to the separate companies on the basis of the separate
companies' alternative minimum taxable income.

The following is a reconciliation of the expected federal tax on income
before realized capital gains (losses), based on statutory rates, to the actual
tax expense:

<TABLE>
<CAPTION>
1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Computed "expected" tax........................... $24,106 $29,698 $24,415
Tax reserve adjustment............................ 1,150 1,433 1,073
Excess tax depreciation........................... (406) (248) (273)
Deferred acquisition costs--tax basis............. 7,378 5,200 3,334
Amortization of in-force.......................... -- -- (414)
Prior year over accrual........................... (644) (330) (2,009)
Dividend received deduction....................... (3,513) (1,202) (2,304)
Charitable contribution........................... (3,935) -- --
Other items--net.................................. (278) (2,884) 230
------- ------- -------
Federal income tax expense........................ $23,858 $31,667 $24,052
======= ======= =======
</TABLE>

Prior to 1984, as provided for under the Life Insurance Company Tax Act of
1959, a portion of statutory income was not subject to current taxation but was
accumulated for income tax purposes in a memorandum account referred to as the
policyholders' surplus account. No federal income taxes have been provided for
in the financial statements on income deferred in the policyholders' surplus
account ($20,387 at December 31, 1994). To the extent dividends are paid from
the amount accumulated in the policyholders' surplus account, net earnings
would be reduced by the amount of tax required to be paid. Should the entire
amount in the policyholders' surplus account become taxable, the tax thereon
computed at current rates would amount to approximately $7,135.

The Company's federal income tax returns have been examined and closing
agreements have been executed with the Internal Revenue Service through 1986.
During 1993, there was a prior period adjustments of $452, which consisted of
an adjustment to the tax accrual. The 1992 amount consisted of an IRS
settlement of $10,882 less asset capitalization relating to the NOL merger of
$5,387. An examination is underway for years 1987 through 1992.

5. PARTICIPATING INSURANCE

Participating life insurance policies are issued by the Company which entitle
policyholders to a share in the earnings of the participating policies,
provided that a dividend distribution, which is determined annually based on
mortality and persistency experience of the participating policies, is
authorized by the Company. Participating insurance constituted approximately
1.2% and 1.3% of ordinary life insurance in force at December 31, 1994 and
1993, respectively.

- 28 -
<PAGE>

6. DIVIDEND RESTRICTIONS

Generally, an insurance company's ability to pay dividends is limited to the
amount that their net assets, as determined in accordance with statutory
accounting practices, exceed minimum statutory capital requirements. However,
payment of such amounts as dividends may be subject to approval by regulatory
authorities.

The Company paid dividends to its parent of $20,900, $46,000 and $31,200 in
1994, 1993 and 1992, respectively.

7. RELATED PARTY TRANSACTIONS

The Company is allocated administrative and benefit expenses from the parent
for employee related costs, as all employees are considered employees of the
parent, not employees of the Company.

The Company receives data processing, investment advisory and management,
marketing and administration services from certain affiliates. During 1994,
1993 and 1992, the Company paid $11,820, $11,689 and $9,566, respectively, for
these services, which approximates their costs to the affiliates.

The Company's allocated share of pension expense for 1994, 1993 and 1992, was
$1,135, $782 and $547, respectively. Total net assets available for benefits of
the pension plan exceeded the actuarial present value of accumulated plan
benefits at December 31, 1994. Amounts for the Company relating to plan assets
and actuarial liabilities are not determinable.

Payable to affiliates and intercompany borrowings bear interest at the
thirty-day commercial paper rate of 5.90% at December 31, 1994. During 1994,
1993 and 1992, the Company paid net interest of $363, $283 and $255,
respectively, to affiliates.

During 1994, the Company received a capital contribution of $15,000 in cash
from its parent and received a dividend of $10,000 from its subsidiary, Equity
National, which was included in net investment income.

8. COMMITMENTS AND CONTINGENCIES

The Company is a party to legal proceedings incidental to its business.
Although such litigation sometimes includes substantial demands for
compensatory and punitive damages, in addition to contract liability, it is
management's opinion, after consultation with counsel and a review of available
facts, that damages arising from such demands will not be material to the
Company's financial position.

The Company is subject to insurance guaranty laws in the states in which it
writes business. These laws provide for assessments against insurance companies
for the benefit of policyholders and claimants in the event of insolvency of
other insurance companies. Assessments are charged to operations when received
by the Company except where right of offset against other taxes paid is allowed
by law; amounts available for future offsets are recorded as an asset on the
Company's balance sheet. Potential future obligations for unknown insolvencies
are not determinable by the Company. The future obligation has been based on
the most recent information available from the National Organization of Life
and Health Insurance Guaranty Associations (NOLHGA). The Company has
established a reserve of $18,344 and $15,874 and an offsetting premium tax
benefit of $10,556 and $11,477 at December 31, 1994 and 1993, respectively, for
its estimated share of future guaranty fund assessments related to several
major insurer insolvencies. During 1994, 1993 and 1992, $3,444, $0 and $8,296,
respectively, were charged to surplus as prior period adjustments to provide
for this net reserve plus certain assessments paid that related to several
major insurer insolvencies prior to 1992.

- 29 -
<PAGE>

SCHEDULE I

PFL LIFE INSURANCE COMPANY

SUMMARY OF INVESTMENTS--OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 1994
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
AMOUNT AT WHICH
SHOWN IN THE
TYPE OF INVESTMENT COST (1) VALUE BALANCE SHEET
------------------ ---------- ---------- ---------------
<S> <C> <C> <C>
FIXED MATURITIES
Bonds:
United States Government and government
agencies and authorities.............. $1,509,285 $1,444,834 $1,506,080
States, municipalities and political
subdivisions.......................... 9,522 9,091 9,389
Foreign governments.................... 48,341 45,181 47,645
Public utilities....................... 166,777 161,124 164,974
All other corporate bonds.............. 2,384,012 2,292,619 2,366,319
Redeemable preferred stock............... 12,912 12,905 12,667
---------- ---------- ----------
Total fixed maturities................... 4,130,849 3,965,754 4,107,074(2)
EQUITY SECURITIES
Common stocks:
Banks, trust and insurance............. 4,252 4,027 4,027
Industrial, miscellaneous and all
other................................. 24,715 39,257 39,257
---------- ---------- ----------
Total equity securities.................. 28,967 43,284 43,284
Mortgage loans on real estate............ 527,410 527,410
Real estate.............................. 67,085 67,085
Real estate acquired in satisfaction of
debt.................................... 10,381 10,381
Policy loans............................. 51,798 51,798
Other long-term investments.............. 4,593 4,593
Cash and short-term investments.......... 34,062 34,062
---------- ----------
Total investments........................ $4,855,145 $4,845,687
========== ==========
</TABLE>
- --------
(1) Original cost of equity securities and, as to fixed maturities, original
cost reduced by repayments and adjusted for amortization of premiums or
accrual of discounts.
(2) Amount differs from cost as certain bonds have been adjusted to reflect
other than temporary decline in value charged to surplus, as prescribed by
the NAIC.

- 30 -
<PAGE>

SCHEDULE V

PFL LIFE INSURANCE COMPANY

SUPPLEMENTARY INSURANCE INFORMATION
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FUTURE POLICY POLICY AND
BENEFITS AND UNEARNED CONTRACT
EXPENSES PREMIUMS LIABILITIES
------------- -------- -----------
<S> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994
Individual life.............................. $ 555,841 $ -- $ 7,298
Individual health............................ 16,649 6,487 8,643
Group life and health........................ 60,207 17,680 57,959
Annuity...................................... 3,763,714 -- --
---------- ------- -------
$4,396,411 $24,167 $73,900
========== ======= =======
YEAR ENDED DECEMBER 31, 1993
Individual life.............................. $ 414,663 $ -- $ 8,424
Individual health............................ 11,714 4,623 6,494
Group life and health........................ 108,355 17,783 55,265
Annuity...................................... 3,183,571 -- --
---------- ------- -------
$3,718,303 $22,406 $70,183
========== ======= =======
YEAR ENDED DECEMBER 31, 1992
Individual life.............................. $ 447,444 $ -- $ 6,166
Individual health............................ 9,081 3,088 4,740
Group life and health........................ 36,051 15,904 64,767
Annuity...................................... 2,920,639 -- --
---------- ------- -------
$3,413,215 $18,992 $75,673
========== ======= =======
</TABLE>

- 31 -
<PAGE>

<TABLE>
<CAPTION>
NET BENEFITS, CLAIMS OTHER
PREMIUM INVESTMENT LOSSES AND OPERATING PREMIUMS
REVENUE INCOME SETTLEMENT EXPENSES EXPENSES WRITTEN
------- ---------- ------------------- --------- ----------
<S> <C> <C> <C> <C>
$ 146,328 $ 43,025 $ 124,736 $ 42,309 $ --
38,811 3,983 22,323 22,707 38,797
194,704 10,531 108,400 143,645 192,034
1,067,406 286,341 1,036,313 319,328 1,067,404
- ---------- -------- ---------- -------- ----------
$1,447,249 $343,880 $1,291,772 $527,989 $1,298,235
========== ======== ========== ======== ==========
$ 95,716 $ 36,471 $ 71,638 $ 56,462 $ --
28,388 1,024 16,663 15,987 28,434
241,356 13,465 135,764 148,254 239,575
740,786 271,433 506,949 457,328 740,900
- ---------- -------- ---------- -------- ----------
$1,106,246 $322,393 $ 731,014 $678,031 $1,008,909
========== ======== ========== ======== ==========
$ 90,437 $ 40,273 $ 66,422 $ 62,486 $ --
19,550 2,091 11,303 10,684 19,693
246,913 12,635 141,575 145,629 246,234
492,426 260,417 549,683 27,806 360,323
- ---------- -------- ---------- -------- ----------
$ 849,326 $315,416 $ 768,983 $246,605 $ 626,250
========== ======== ========== ======== ==========
</TABLE>

- 32 -
<PAGE>

SCHEDULE VI

PFL LIFE INSURANCE COMPANY

REINSURANCE
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
ASSUMED PERCENTAGE
CEDED TO FROM OF AMOUNT
GROSS OTHER OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31,
1994
Life insurance in force.. $4,713,817 $468,811 $112,054 $4,357,060 2.6%
========== ======== ======== ========== ===
Premiums:
Individual life........ $ 148,702 $ 3,639 $ 1,265 $ 146,328 .9%
Individual health...... 50,303 11,492 -- 38,811 --
Group life and health.. 412,200 217,496 -- 194,704 --
Annuity................ 1,246,241 179,402 567 1,067,406 .05%
---------- -------- -------- ---------- ---
$1,857,446 $412,029 $ 1,832 $1,447,249 .1%
========== ======== ======== ========== ===
YEAR ENDED DECEMBER 31,
1993
Life insurance in force.. $4,773,533 $387,843 $192,203 $4,577,893 4.2%
========== ======== ======== ========== ===
Premiums:
Individual life........ $ 95,982 $ 2,640 $ 2,373 $ 95,715 2.5%
Individual health...... 37,709 9,321 -- 28,388 --
Group life and health.. 401,906 160,550 -- 241,356 --
Annuity................ 936,812 196,692 667 740,787 .1%
---------- -------- -------- ---------- ---
$1,472,409 $369,203 $ 3,040 $1,106,246 .3%
========== ======== ======== ========== ===
YEAR ENDED DECEMBER 31,
1992
Life insurance in force.. $4,714,489 $392,343 $405,036 $4,727,182 8.6%
========== ======== ======== ========== ===
Premiums:
Individual life........ $ 88,285 $ 2,220 $ 4,372 $ 90,437 4.8%
Individual health...... 25,110 5,560 -- 19,550 --
Group life and health.. 372,315 142,944 17,542 246,913 7.1%
Annuity................ 826,161 334,873 1,138 492,426 .3%
---------- -------- -------- ---------- ---
$1,311,871 $485,597 $ 23,052 $ 849,326 3.2%
========== ======== ======== ========== ===
</TABLE>

- 33 -
<PAGE>

THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT
REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Contract Owners of
The PFL Endeavor Platinum Variable Annuity Account,
PFL Life Insurance Company:

We have audited the accompanying balance sheet of The PFL Endeavor Platinum
Variable Annuity Account (comprising, respectively, the Money Market, Managed
Asset Allocation, Global Growth, Quest for Value Equity, Quest for Value Small
Cap, U.S. Government Securities and Growth subaccounts) as of December 31,
1994, and the related statements of operations and changes in contract owners'
equity for the period from July 5, 1994 (commencement of operations) through
December 31, 1994. These financial statements are the responsibility of the
Variable Account's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of mutual fund shares owned as of December 31,
1994 by correspondence with the mutual funds' transfer agent. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting The PFL Endeavor Platinum Variable Annuity Account at
December 31, 1994, and the results of their operations and changes in their
contract owners' equity for the period from July 5, 1994 (commencement of
operations) through December 31, 1994, in conformity with generally accepted
accounting principles.

Ernst & Young LLP

Des Moines, Iowa
February 7, 1995

- 34 -
<PAGE>

THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT

BALANCE SHEET
DECEMBER 31, 1994

<TABLE>
<CAPTION>
MANAGED
MONEY ASSET
MARKET ALLOCATION
TOTAL SUBACCOUNT SUBACCOUNT
---------- ---------- ----------
<S> <C> <C> <C>
ASSETS
Cash.......................................... $ 6,695 -- 92
Investments in mutual funds, at current market
value:
Endeavor Series Trust--Money Market
Portfolio 1,548,381.920 shares (cost
$1,548,382)................................ 1,548,382 1,548,382 --
Endeavor Series Trust--Managed Asset
Allocation Portfolio 96,754.408 shares
(cost $1,314,741).......................... 1,304,250 -- 1,304,250
Endeavor Series Trust--Global Growth
Portfolio 120,279.820 shares (cost
$1,429,391)................................ 1,357,959 -- --
Endeavor Series Trust--Quest for Value
Equity Portfolio 70,021.959 shares (cost
$748,695).................................. 748,535 -- --
Endeavor Series Trust--Quest for Value Small
Cap Portfolio 61,567.007 shares (cost
$665,717).................................. 676,006 -- --
Endeavor Series Trust--U.S. Government
Securities Portfolio 44,630.699 shares
(cost $445,346)............................ 444,522 -- --
WRL Series Fund, Inc.--Growth Portfolio
73,108.267 shares (cost $1,767,269)........ 1,740,580 -- --
---------- --------- ---------
Total investments in mutual funds........... 7,820,234 1,548,382 1,304,250
---------- --------- ---------
Total Assets................................ $7,826,929 1,548,382 1,304,342
========== ========= =========
LIABILITIES AND CONTRACT OWNERS' EQUITY
LIABILITIES:
Contract terminations payable............... $ 1,978 1,058 --
Accrued mortality and expense risk charge
(Note 4)................................... 9,600 2,054 1,595
---------- --------- ---------
Total Liabilities........................... 11,578 3,112 1,595
Contract Owners' Equity:
Deferred annuity contracts terminable by
owners (Notes 2 and 5)..................... 7,815,351 1,545,270 1,302,747
---------- --------- ---------
$7,826,929 1,548,382 1,304,342
========== ========= =========
</TABLE>

See accompanying Notes to Financial Statements.

- 35 -
<PAGE>

<TABLE>
<CAPTION>
QUEST QUEST U.S.
GLOBAL FOR VALUE FOR VALUE GOVERNMENT
GROWTH EQUITY SMALL CAP SECURITIES GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1,839 -- 1,023 -- 3,741
-- -- -- -- --
-- -- -- -- --
1,357,959 -- -- -- --
-- 748,535 -- -- --
-- -- 676,006 -- --
-- -- -- 444,522 --
-- -- -- -- 1,740,580
- --------- ------- ------- ------- ---------
1,357,959 748,535 676,006 444,522 1,740,580
- --------- ------- ------- ------- ---------
1,359,798 748,535 677,029 444,522 1,744,321
========= ======= ======= ======= =========
-- 751 -- 169 --
1,667 892 779 486 2,127
- --------- ------- ------- ------- ---------
1,667 1,643 779 655 2,127
1,358,131 746,892 676,250 443,867 1,742,194
- --------- ------- ------- ------- ---------
1,359,798 748,535 677,029 444,522 1,744,321
========= ======= ======= ======= =========
</TABLE>

- 36 -
<PAGE>

THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT

STATEMENT OF OPERATIONS
PERIOD FROM JULY 5, 1994 (COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
MONEY
MARKET
TOTAL SUBACCOUNT
--------- ----------
<S> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends.............................................. $ 27,357 17,735
Expenses:
Mortality and expense risk charge (Note 4)............. 30,727 5,874
--------- -------
Net investment income (loss)......................... (3,370) 11,861
--------- -------
NET REALIZED AND UNREALIZED CAPITAL GAIN (LOSS) FROM
INVESTMENTS
Net realized capital gain (loss) from sales of invest-
ments:
Proceeds from sales.................................... 775,464 343,613
Cost of investments sold............................... 773,144 343,613
--------- -------
Net realized capital gain (loss)......................... 2,320 --
--------- -------
Net change in unrealized appreciation (depreciation) of
investments:
Beginning of period.................................... -- --
End of period.......................................... (99,307) --
--------- -------
Net change in unrealized appreciation (depreciation)
of investments...................................... (99,307) --
--------- -------
Net realized and unrealized capital gain (loss) from
investments......................................... (96,987) --
--------- -------
INCREASE (DECREASE) FROM OPERATIONS...................... $(100,357) 11,861
========= =======
</TABLE>

See accompanying Notes to Financial Statements.

- 37 -
<PAGE>

<TABLE>
<CAPTION>
MANAGED QUEST QUEST U.S.
ASSET GLOBAL FOR VALUE FOR VALUE GOVERNMENT
ALLOCATION GROWTH EQUITY SMALL CAP SECURITIES GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
-- -- -- -- -- 9,622
4,384 6,379 2,196 2,031 1,552 8,311
- ------- ------- ------ ------ ------ -------
(4,384) (6,379) (2,196) (2,031) (1,552) 1,311
- ------- ------- ------ ------ ------ -------
67,003 130,221 15,030 67,671 4,688 147,238
66,534 131,657 14,755 66,359 4,717 145,509
- ------- ------- ------ ------ ------ -------
469 (1,436) 275 1,312 (29) 1,729
- ------- ------- ------ ------ ------ -------
-- -- -- -- -- --
(10,491) (71,432) (160) 10,289 (824) (26,689)
- ------- ------- ------ ------ ------ -------
(10,491) (71,432) (160) 10,289 (824) (26,689)
- ------- ------- ------ ------ ------ -------
(10,022) (72,868) 115 11,601 (853) (24,960)
- ------- ------- ------ ------ ------ -------
(14,406) (79,247) (2,081) 9,570 (2,405) (23,649)
======= ======= ====== ====== ====== =======
</TABLE>

- 38 -
<PAGE>

THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT

STATEMENT OF CHANGES IN CONTRACT OWNERS' EQUITY
PERIOD FROM JULY 5, 1994 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
MANAGED
MONEY ASSET
MARKET ALLOCATION
TOTAL SUBACCOUNT SUBACCOUNT
---------- ---------- ----------
<S> <C> <C> <C>
OPERATIONS
Net investment income (loss)................. $ (3,370) 11,861 (4,384)
Net realized capital gain (loss)............. 2,320 -- 469
Net change in unrealized appreciation
(depreciation) of investments............... (99,307) -- (10,491)
---------- --------- ---------
Increase (decrease) from operations.......... (100,357) 11,861 (14,406)
---------- --------- ---------
CONTRACT TRANSACTIONS
Net contract purchase payments............... 7,994,206 1,534,909 1,331,887
Transfers between funds...................... -- 69,900 (14,187)
Contract terminations, withdrawals, and other
deductions.................................. (78,498) (71,400) (547)
---------- --------- ---------
Increase from contract transactions.......... 7,915,708 1,533,409 1,317,153
---------- --------- ---------
Net increase in contract owners' equity...... 7,815,351 1,545,270 1,302,747
---------- --------- ---------
CONTRACT OWNERS' EQUITY
Beginning of period.......................... -- -- --
---------- --------- ---------
End of period................................ $7,815,351 1,545,270 1,302,747
========== ========= =========
</TABLE>

See accompanying Notes to Financial Statements.

- 39 -
<PAGE>

<TABLE>
<CAPTION>
QUEST QUEST U.S.
GLOBAL FOR VALUE FOR VALUE GOVERNMENT
GROWTH EQUITY SMALL CAP SECURITIES GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
(6,379) (2,196) (2,031) (1,552) 1,311
(1,436) 275 1,312 (29) 1,729
(71,432) (160) 10,289 (824) (26,689)
- --------- ------- ------- ------- ---------
(79,247) (2,081) 9,570 (2,405) (23,649)
- --------- ------- ------- ------- ---------
1,535,637 732,058 695,430 449,895 1,714,390
(97,952) 18,200 (27,721) -- 51,760
(307) (1,285) (1,029) (3,623) (307)
- --------- ------- ------- ------- ---------
1,437,378 748,973 666,680 446,272 1,765,843
- --------- ------- ------- ------- ---------
1,358,131 746,892 676,250 443,867 1,742,194
- --------- ------- ------- ------- ---------
-- -- -- -- --
- --------- ------- ------- ------- ---------
1,358,131 746,892 676,250 443,867 1,742,194
========= ======= ======= ======= =========
</TABLE>

- 40 -
<PAGE>

THE PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization--The PFL Endeavor Platinum Variable Annuity Account ("Mutual
Fund Account") is a segregated investment account of PFL Life Insurance Company
("PFL Life"), an indirect, wholly-owned subsidiary of AEGON USA, Inc. ("AUSA"),
a holding company. AUSA is an indirect, wholly-owned subsidiary of AEGON nv, a
holding company organized under the laws of The Netherlands.

The portfolios of the Mutual Fund Account commenced operations on July 5,
1994. The investment advisor of the Endeavor Series Trust is Endeavor
Investment Advisors, a general partnership between Endeavor Management Co. and
AUSA Financial Markets, Inc., an affiliate of PFL Life. The investment adviser
for the WRL Series Fund, Inc. is Western Reserve Life Assurance Co. of Ohio, an
affiliate of PFL Life.

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.

Investments--Net purchase payments received by the Mutual Fund Account are
invested in the portfolios of the Endeavor Series Trust, and the Growth
Portfolio of the WRL Series Fund, Inc. (collectively the "Series Funds"), as
selected by the contract owner. Investments are stated at the closing net asset
values per share on December 31, 1994.

Realized capital gains and losses from sale of shares in the Series Funds are
determined on the first-in, first-out basis. Investment transactions are
accounted for on the trade date (date the order to buy or sell is executed) and
dividend income is recorded on the ex-dividend date. Unrealized gains or losses
from investments in the Series Funds are credited or charged to contract
owners' equity.

Dividend Income--Dividends received from the Series Funds investments are
reinvested to purchase additional mutual fund shares.

2. CONTRACT OWNERS' EQUITY

A summary of deferred annuity contracts terminable by owners at December 31,
1994 follows:

<TABLE>
<CAPTION>
ACCUMULATION
ACCUMULATION UNIT TOTAL
SUBACCOUNT UNITS OWNED VALUE CONTRACT VALUE
---------- ------------- ------------ --------------
<S> <C> <C> <C>
Money Market....................... 1,522,675.448 $1.014839 $1,545,270
Managed Asset Allocation........... 1,329,672.671 .979750 1,302,747
Global Growth...................... 1,444,711.154 .940071 1,358,131
Quest for Value Equity............. 740,211.153 1.009026 746,892
Quest for Value Small Cap.......... 673,042.726 1.004766 676,250
U.S. Government Securities......... 450,510.347 .985254 443,867
Growth............................. 182,787.313 9.531263 1,742,194
----------
$7,815,351
==========
</TABLE>

- 41 -
<PAGE>

A summary of changes in contract owners' account units follows:

<TABLE>
<CAPTION>
MANAGED QUEST QUEST U.S.
MONEY ASSET GLOBAL FOR VALUE FOR VALUE GOVERNMENT
MARKET ALLOCATION GROWTH EQUITY SMALL CAP SECURITIES GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Units outstanding at
beginning of period.... -- -- -- -- -- -- --
Units purchased......... 1,524,000 1,344,568 1,543,161 723,486 702,507 454,189 177,498
Units redeemed and
transferred............ (1,325) (14,895) (98,450) 16,725 (29,464) (3,679) 5,289
--------- --------- --------- ------- ------- ------- -------
Units outstanding at
12/31/94............... 1,522,675 1,329,673 1,444,711 740,211 673,043 450,510 182,787
========= ========= ========= ======= ======= ======= =======
</TABLE>

3. TAXES

Operations of the Mutual Fund Account form a part of PFL Life, which is taxed
as a life insurance company under Subchapter L of the Internal Revenue Code of
1986, as amended (the "Code"). The operations of the Mutual Fund Account are
accounted for separately from other operations of PFL Life for purposes of
federal income taxation. The Mutual Fund Account is not separately taxable as a
regulated investment company under Subchapter M of the Code and is not
otherwise taxable as an entity separate from PFL Life. Under existing federal
income tax laws, the income of the Mutual Fund Account, to the extent applied
to increase reserves under the variable annuity contracts, is not taxable to
PFL Life.

4. ADMINISTRATIVE, MORTALITY AND EXPENSE RISK CHARGES

Administrative charges include an annual charge of $35 per contract which
will commence on the first policy anniversary of each contract owner's account.
Charges for administrative fees to the variable annuity contracts are an
expense of the Mutual Fund Account.

PFL Life deducts a daily charge equal to an annual rate of 1.25% of the value
of the contract owners' individual account as a charge for assuming certain
mortality and expense risks. PFL Life also deducts a daily charge equal to an
annual rate of .15% of the contract owners' individual account for
administrative expenses. In addition, during the first ten policy years PFL
Life imposes a daily distribution financing charge equal to an annual rate of
.25% of the value of the contract owners' individual account.

5. NET ASSETS

At December 31, 1994 contract owners' equity was comprised of:

<TABLE>
<CAPTION>
QUEST QUEST
MANAGED FOR FOR U.S.
MONEY ASSET GLOBAL VALUE VALUE GOVERNMENT
MARKET ALLOCATION GROWTH EQUITY SMALL CAP SECURITIES GROWTH
TOTAL SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Unit transactions,
accumulated net
investment income and
realized capital gains. $7,914,658 1,542,270 1,313,238 1,429,563 747,052 665,961 444,691 1,768,883
Adjustment for
appreciation
(depreciation) to
market value........... (99,307) -- (10,491) (71,432) (160) 10,289 (824) (26,689)
---------- --------- --------- --------- ------- ------- ------- ---------
Total Contract Owners'
Equity................. $7,815,351 1,545,270 1,302,747 1,358,131 746,892 676,250 443,867 1,742,194
========== ========= ========= ========= ======= ======= ======= =========
</TABLE>

- 42 -
<PAGE>

6. PURCHASES AND SALES OF INVESTMENT SECURITIES

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

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31, 1994
------------------------------
PURCHASES SALES
------------------------------
<S> <C> <C>
Endeavor Series Trust
Money Market Portfolio...................... $ 1,891,995 343,613
Managed Asset Allocation Portfolio.......... 1,381,275 67,003
Global Growth Portfolio..................... 1,561,048 130,221
Quest for Value Equity Portfolio............ 763,450 15,030
Quest for Value Small Cap Portfolio......... 732,076 67,671
U.S. Government Securities Portfolio........ 450,063 4,688
WRL Series Fund, Inc.
Growth Portfolio............................ 1,912,778 147,238
---------------- -------------
$ 8,692,685 775,464
================ =============
</TABLE>

7. SUBSEQUENT EVENTS

The Board of Trustees of the Endeavor Series Trust approved the termination
of the investment advisory agreement with respect to the Global Growth
Portfolio of the Endeavor Series Trust between Endeavor Investment Advisers
(the "Manager") and Ivory & Sime International, Inc. effective December 31,
1994. The execution of a new investment advisory agreement, effective January
1, 1995, between the Manager and Rowe Price-Fleming International, Inc., is
subject to approval by the shareholders of the Portfolio.

The T. Rowe Price Equity Income Portfolio and the T. Rowe Price Growth Stock
Portfolio will be added to the Mutual Fund Account effective January 1, 1995.

- 43 -
<PAGE>

PART C OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

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

(b) Exhibits: The following exhibits are filed herewith:

(1) (a) Resolution of the Board of Directors of PFL
Life Insurance Company authorizing
establishment of the Mutual Fund Account.
Note 1.

(b) Authorization Changing Name of the Mutual Fund
Account. Note 4.

(2) Not Applicable.

(3) (a) Principal Underwriting Agreement by and between
PFL Life Insurance Company, on its own behalf
and on the behalf of the Mutual Fund Account,
and AEGON USA Securities, Inc. Note 6.

(b) Form of Broker/Dealer Supervision and Sales
Agreement by and between AEGON USA Securities,
Inc. and the Broker/Dealer. Note 6.

(4) (a) Form of Policy for the Endeavor Platinum
Variable Annuity. Note 7.

(b) Amended pages to Form of Policy for Endeavor
Platinum Variable Annuity. Note 8.

(5) Form of Application for the Endeavor Platinum
Variable Annuity. Note 10.

(6) (a) Articles of Incorporation of PFL Life Insurance
Company. Note 2.

(b) ByLaws of PFL Life Insurance Company. Note 2.

(7) Not Applicable.

(8) (a) Participation Agreement by and between PFL Life
Insurance Company and Endeavor Series Trust.

1
<PAGE>

Note 3.

(b) Participation Agreement by and between PFL Life
Insurance Company and the WRL Growth
Portfolio of WRL Series Fund, Inc. Note 4.

(c) Administrative Services Agreement by and
between PFL Life Insurance Company and State
Street Bank and Trust Company (assigned to
Vantage Computer Systems, Inc.). Note 3.

(d) Amendment and Assignment of Administrative
Services Agreement. Note 4.

(e) Second Amendment to Administrative Services
Agreement. Note 5.

(9) (a) Opinion and Consent of Counsel. Note 7.

(b) Consent of Counsel. Note 7.

(10) Consent of Independent Auditors. Note 10.

(11) Not Applicable.

(12) Not Applicable.

(13) Performance Data. Note 9.

(14) Powers of Attorney (P.S. Baird, L.G. Brown,
W.L. Busler, P.E. Falconio, D.C. Kolsrud,
R.J. Kontz, R.J. McGraw). Note 7.

Note 1. Filed with the initial filing of this Form N-4 Registration
Statement (File No. 33-56908, 811-06032) on January 8, 1993.

Note 2. Filed with the initial filing of Form N-4 Registration Statement
(File No. 33-33085 on January 23, 1990.

Note 3. Filed with Pre-Effective Amendment No. 1 to Form N-4
Registration Statement (File No. 33-33085) on April 9, 1990.

Note 4. Filed with Post-Effective Amendment No. 2 to Form N-4
Registration Statement (File No. 33-33085) on April 1, 1991.

Note 5. Filed with Post-Effective Amendment No. 3 to Form N-4
Registration Statement (File No. 33-33085) on May 1, 1992.

Note 6. Filed with Post-Effective Amendment No. 5 to Form

2
<PAGE>

N-4 Registration Statement (File No. 33-33085) on April 30, 1993.

Note 7. Filed with Post-Effective Amendment No. 8 to this Form N-4
Registration Statement (File No. 33-56908) on December 6, 1993.

Note 8. Filed with Post-Effective Amendment No. 10 to this Form N-4
Registration Statement (File No. 33-56908) on February 28, 1994.

Note 9. Filed with Post-Effective Amendment No. 12 to this Form N-4
Registration Statement (File No. 33-56908) on April 29, 1994.

Note 10. Filed herewith.

3
<PAGE>

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal Positions and
Business Address Offices with Depositor
- ---------------- ----------------------
<S> <C>
William L. Busler Director, Chairman of
4333 Edgewood Road, N.E. the Board and President
Cedar Rapids, IA 52499

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

Larry G. Brown Director, Senior Vice
4333 Edgewood Road, N.E. President, Secretary and
Cedar Rapids, IA 52499 General Counsel

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

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

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

Robert J. McGraw Vice President and
4333 Edgewood Road, N.E. Treasurer
Cedar Rapids, IA 52499
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant

AEGON USA, Inc. - Holding Company

Life Investors Insurance Company of America - Insurance

International Life Investors Insurance Company - Insurance

Transunion Casualty Company - Insurance

Investors Warranty of America, Inc. - Provider of automobile extended
maintenance contracts

Supplemental Insurance Division, Inc. - Insurance

Creditor Resources, Inc. - Credit Insurance

AEGON USA Investment Management, Inc. - Investment Advisor

4
<PAGE>

AEGON USA Realty Advisors, Inc. - Provides real estate administrative
and real estate investment services

AEGON USA Realty Management, Inc. - Real Estate Management

AEGON USA Securities, Inc. - Broker-Dealer

AEGON USA Managed Portfolios, Inc. - Mutual Fund

USP Real Estate Investment Trust - Real Estate Investment Trust

Cedar Income Fund, Ltd. - Real Estate Investment Trust

Forty-Six Hundred Limited Partnership - Limited Partnership

First AUSA Life Insurance Company - Insurance

Bankers United Life Assurance Company - Insurance

Universal Benefits Corporation - Third party administrator

Massachusetts Fidelity Trust Company - Trust company

Money Services, Inc. - Provides financial counseling for employees and
agents of affiliated companies

Zahorik Company, Inc. - Broker-Dealer

Partel Holding, Inc. - Telemarketing

Partel Research Corp. - Telemarketing

Telequote Insurance Services, Inc. - Telemarketing

Tele-Quote Corporation - Telemarketing

Tele-Quote, Inc. - Telemarketing

Cadet Holding Corp. - Holding company

ISI Insurance Agency, Inc. - an insurance agency

Southwest Equity Life Insurance Company - Insurance

Iowa Fidelity Life Insurance Company - Insurance

The Whitestone Corporation - Insurance agency

Monumental Life Insurance Company - Insurance

United Financial Services, Inc. - General agency

Equity National Life Insurance Company - Insurance

5
<PAGE>

Monumental General Insurance Group, Inc. - Holding company

Monumental General Administrators, Inc. - Provides management services
to unaffiliated third party administrator

Executive Management and Consultant Services, Inc. - Provides
actuarial consulting services

Monumental General Mass Marketing, Inc. - Marketing arm for sale of
mass marketed insurance coverages

Cross-Country Life Insurance Company - Insurance

Bankers Financial Life Insurance Company - Insurance

Monumental General Casualty Company - Insurance

AUSA Holding Company - Holding company

JLW Financial Management Systems, Inc. - Management and Administrative
Services

ZCI, Inc. - Insurance agency

AUSA Financial Markets, Inc. - Marketing

CRC Creditor Resources Canadian Dealer Network Inc. - Insurance agency

American Forum For Fiscal Fitness, Inc. - Marketing

Western Reserve Life Assurance Co. of Ohio - Insurance

Landauer Realty Advisors, Inc. - Real estate counseling

Landauer Associates, Inc. - Real estate counseling

WRL Series Fund, Inc. - Mutual fund

Intersecurities, Inc. - Broker-dealer

Idex Investor Services, Inc. - Shareholder services

Idex Management, Inc. - Investment advisor

Idex Total Income Trust - Mutual fund

Idex Fund - Mutual fund

Idex II - Mutual fund

Idex Fund 3 - Mutual fund

AUSA Life Insurance Company, Inc. - Insurance

6
<PAGE>

Diversified Investment Advisors, Inc. - Registered investment adviser

Diversified Investors Securities Corp. - Broker-dealer

Associated Mariner Financial Group, Inc. - Holding company management
services

Mariner Financial Services, Inc. - Broker/Dealer

Mariner Planning Corporation - Financial planning

Associated Mariner Agency, Inc. - Insurance agency

Mariner Mortgage Corp. - Mortgage origination

AMCORP, Inc. - Insurance agency

Colorado Annuity Agency, Inc. - Insurance agency

Realty Information Systems, Inc. - Information Systems for real estate
investment management

7
<PAGE>

Item 27. Number of Policyowners

As of December 31, 1994, there were 141 Owners of the Policies.

Item 28. Indemnification

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

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

8
<PAGE>

Item 29. Principal Underwriter

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

The directors and officers of AEGON USA Securities, Inc. are as follows:/5/

Patrick E. Falconio Charles Bennett
Director Vice President

Larry G. Brown Thomas Walsh
Director and Secretary Vice President

Brenda K. Clancy Donna Craft
Director Vice President

Robert A. Thelen Sara L. Haas
Senior Vice-President Assistant Secretary

Lorri Mehaffey
President and Treasurer

Billy J. Berger
Vice President and Assistant Treasurer

Donald A. Froehle
Assistant Secretary

- ---------------------
/5/ The principal business address of each person listed is AEGON USA
Securities, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499.

9
<PAGE>

Commissions and Other Compensation Received by Principal Underwriter.
- --------------------------------------------------------------------

AEGON USA Securities, Inc. and/or the broker-dealers received $202,998 from
the Registrant during the last fiscal year for its services in distributing the
Policies. No other commission or compensation was received by the principal
underwriter, directly or indirectly, from the Registrant for distributing the
Policies during the fiscal year.

Item 30. Location of Accounts and Records

The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder, are
maintained by PFL Life Insurance Company at 4333 Edgewood Road, N.E.,
Cedar Rapids, Iowa 52499.

Item 31. Management Services.

All management policies are discussed in Part A or Part B.

Item 32. Undertakings

(a) 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.

(b) 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.

(c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request to PFL at the address
or phone number listed in the Prospectus.

Section 403(b) Representations
- ------------------------------

10
<PAGE>

PFL represents that it is relying on a no-action letter dated November 28,
1988, to the American Council of Life Insurance (Ref. No. IP-6-88),
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act
of 1940, in connection with redeemability restrictions on Section 403(b)
Policies, and that paragraphs numbered (1) through (4) of that letter will
be complied with.

Statement Pursuant to Rule 6c-7: Texas Optional Retirement Program
- -------------------------------------------------------------------

PFL and the Mutual Fund Account rely on 17 C.F.R. Sec. 270.6c-7, and
represent that the provisions of that Rule have been or will be complied
with.

11
<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 Amendment to the
Registration Statement to be signed on its behalf, in the City of Cedar
Rapids and State of Iowa, on this 27th day of April, 1995.

PFL ENDEAVOR PLATINUM
VARIABLE ANNUITY ACCOUNT

PFL LIFE INSURANCE COMPANY
Depositor

William L. Busler
-----------------
William L. Busler
President

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the
duties indicated.

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
Patrick S. Baird Director April 27, 1995
- --------------------
Patrick S. Baird

Larry G. Brown Director April 27, 1995
- --------------------
Larry G. Brown

William L. Busler Director April 27, 1995
- -------------------- (Principal Executive Officer)
William L. Busler

Patrick E. Falconio Director April 27, 1995
- --------------------
Patrick E. Falconio

Douglas C. Kolsrud Director April 27, 1995
- --------------------
Douglas C. Kolsrud

Robert J. Kontz Controller April 27, 1995
- --------------------
Robert J. Kontz

Robert J. McGraw Treasurer April 27, 1995
- --------------------
Robert J. McGraw
</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM N-4 FOR
PFL ENDEAVOR PLATINUM VARIABLE ANNUITY ACCOUNT AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<INVESTMENTS-AT-COST> 7,919,541
<INVESTMENTS-AT-VALUE> 7,820,234
<RECEIVABLES> 0
<ASSETS-OTHER> 6,695
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,826,929
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 11,578
<TOTAL-LIABILITIES> 11,578
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 6,343,610
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (99,307)
<NET-ASSETS> 7,815,351
<DIVIDEND-INCOME> 27,357
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 30,727
<NET-INVESTMENT-INCOME> (3,370)
<REALIZED-GAINS-CURRENT> 2,320
<APPREC-INCREASE-CURRENT> (99,307)
<NET-CHANGE-FROM-OPS> (100,357)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,469,409
<NUMBER-OF-SHARES-REDEEMED> 125,799
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

EXHIBIT 99.4(c)

[LOGO OF PFL LIFE INSURANCE COMPANY APPEARS HERE]

PFL Life Insurance Company
A Stock Company
Home Office located at: 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499
(Hereafter called the Company, we, our or us)

AMENDATORY ENDORSEMENT

Section 1 is amended as follows:

BENEFICIARY

Before the Annuity Commencement Date, the person to whom the death proceeds
will be paid if the annuitant who is the owner dies (or if the annuitant who
is not the owner dies, and the owner has elected to have the death proceeds
paid upon the annuitant's death and we agree with such election).

After the Annuity Commencement Date, the person to whom payments will be made
if the annuitant dies.

YOU, YOUR

The owner of this policy. Unless otherwise specified on the Policy Data Page,
the annuitant and the owner shall be one and the same person. If there is more
than one owner, then the death of any owner will be treated the same as the
death of the owner.

The Service Charge in Section 4 is amended by the addition of the following:

The Service Charge will not be deducted on a policy anniversary if the sum of
all premiums paid minus the sum of all withdrawals taken equals at least
$50,000 on that policy anniversary.

Section 7 is amended to be:

A. PRIOR TO ANNUITY COMMENCEMENT DATE

Unless the owner has elected to have the death proceeds paid to the
Beneficiary upon the annuitant's death, and we agree to such election, the
owner will become the annuitant if the annuitant who is not the owner dies
before the Annuity Commencement Date.

When we have proof that the annuitant who is the owner has died before the
Annuity Commencement Date (or that the annuitant has died, if the owner has
elected to have the death proceeds paid upon the annuitant's death and we
agree to such election), we will provide death proceeds to the beneficiary
upon return of the policy.

The amount to the death process will be the greater of (a) or (b) where:

(a) is the policy value on the date we receive due proof of death and an
election of a method of settlement, and;

(b) is the Guaranteed Minimum Death Benefit.

The amount of the Guaranteed Minimum Death Benefit depends on which option you
elected when you purchased this policy. Your election is shown on page 3. You
may not change the Guaranteed Minimum Death Benefit option after the policy is
issued.

Option A: 5% Compound Death Benefit

The Guaranteed Minimum Death Benefit is equal to the total premiums paid
for this policy, less any Adjusted Partial Withdrawals, accumulated at 5%
interest per annum from the payment of withdrawal date to the date of
death.

Option B: Annual Step-Up Death Benefit

The Guaranteed Minimum Death Benefit is equal to the largest Policy Value
on the issue date or on any policy anniversary prior to the owner's 81st
birthday, plus any premiums paid, less any Adjusted Partial Withdrawals
taken, subsequent to the date of the largest anniversary Policy Value.

Adjusted Partial Withdrawals are equal to the ratio of a) the amount of
partial withdrawal taken to b) the Policy Value on the date of, but prior to
the partial withdrawal, times c) the amount of the death proceeds on the date
of, but prior to the partial withdrawal.
<PAGE>

Interest on death proceeds will be paid as required by law.

The beneficiary may elect to receive the death proceeds as a lump sum payment
of may use the death proceeds to provide any of the annuity payment options
described in Section 8.

A beneficiary who is the deceased owner's surviving spouse may elect to
continue this policy rather than receiving the death proceeds. If the
beneficiary is not the deceased owner's surviving spouse, or if the death
proceeds are being paid upon the death of the annuitant who was not an owner,
the death proceeds must be distributed: a) within five years of the date of
death, or b) payments must begin within one year of the date of death and must
be made for a period certain or for the beneficiary's lifetime, so long as any
period certain does not exceed that beneficiary's life expectancy. Death
proceeds which are not paid to or for the benefit of a natural person must be
distributed within 5 years of the date of death.

B. ON OR AFTER THE ANNUITY COMMENCEMENT DATE

The death proceeds on or after the Annuity Commencement Date depend on the
payment option selected. If any owner dies on or after the Annuity
Commencement Date, the remaining portion of any interest in the contract will
be distributed at least as rapidly as under the method of distribution being
used as of the date of that owner's death.

The payment provision of Section 8.A. is amended to be:

PAYMENT

If the annuitant is living and this policy is in force on the Annuity
Commencement Date, we will use the Policy Value to make annuity payments to
the Payee under Option 3-V with 10 years certain or if elected, under one or
more of the other options described in this section. Before the Annuity
Commencement Date, if the annuitant who is the owner dies (or if the annuitant
dies, and the owner has elected to have the death proceeds paid upon the
annuitant's death and we agree with such election) or if you surrender this
policy, we will pay any proceeds in one sum, of if elected, all or part of
these proceeds may be placed under one or more of the options described in the
section. If we agree, the proceeds may be placed under some other method of
payment instead.

You may direct that the beneficiary shall not have the right to withdraw,
assign or commute any sum payable under an option. In the absence of such
election or direction, the beneficiary may change the manner of payment or
make an election of an option.

This Amendatory Endorsement take effect and expires concurrently with the policy
to which it is attached and is subject to all the terms and conditions of the
Policy not inconsistent herewith.

/S/ Larry Brown /S/ William L. Busler

SECRETARY PRESIDENT

<PAGE>

EXHIBIT 99.5

[LOGO OF PFL LIFE PFL Life Insurance Company APPLICATION FOR
INSURANCE COMPANY 4333 EDGEWOOD ROAD N.E. VARIABLE ANNUITY
APPEARS HERE] CEDAR RAPIDS, IOWA 52499 CONTRACT
- --------------------------------------------------------------------------------

1. DESIGNATED ANNUITANT

NAME

ADDRESS

CITY, STATE

ZIP _____-____ TELEPHONE

DATE OF BIRTH SEX: MALE [_] FEMALE [_]

SS #: CITIZENSHIP: U.S. [_] OTHER [_]

2. CONTRACT OWNER* (IF OTHER THAN ABOVE)

NAME

ADDRESS

CITY, STATE, ZIP

TELEPHONE

DATE OF BIRTH SEX: MALE [_] FEMALE [_]

SS #/TAX ID#: CITIZENSHIP: U.S. [_] OTHER [_]

3. JOINT CONTRACT OWNER* [_] SUCCESSOR CONTRACT OWNER* [_]

NAME

ADDRESS

CITY, STATE, ZIP

TELEPHONE

DATE OF BIRTH SEX: MALE [_] FEMALE [_]

SS #/TAX ID#: CITIZENSHIP: U.S. [_] OTHER [_]
- --------------------------------------------------------------------------------
*In the event the owner is a trust or plan, a copy of the trust/plan
agreement must be submitted.
- --------------------------------------------------------------------------------

4. BENEFICIARY DESIGNATION

NAME

RELATIONSHIP TO ANNUITANT

NAME OF CONTINGENT BENEFICIARY

RELATIONSHIP TO ANNUITANT

5. TYPE OF ANNUITY

NON-QUALIFIED [_] SEP (Complete Box 6) [_]

HR-10 [_] IRA (Complete Box 6) [_]

403(b) (Complete Box 6) [_]

OTHER [_] ____________________________________________________

6. IRA/SEP INFORMATION

IRA/SEP INFORMATION

$______________ CONTRIBUTION FOR TAX YEAR ____________________

$______________ TRUSTEE TO TRUSTEE TRANSFER

$______________ ROLLOVER FROM: (Check one) 403(b) [_] PENSION [_] HR-10 [_]

OTHER: [_]________________________________________________

7. WILL THIS ANNUITY REPLACE ANY EXISTING ANNUITY OR LIFE INSURANCE?

No [_] YES [_]

IF ANSWER IS YES, PLEASE STATE COMPANY NAME AND POLICY NUMBER.

___________________________________________________________________

8. MINIMUM DEATH BENEFIT OPTION

SELECT ONE*:

[_] 5% Compound Death Benefit (Not available for owners or annuitants over
74 years old;
[_] Annual Step-Up Death Benefit

*This selection cannot be changed after the contract has been issued.
NOTE:If no option has been specified, the contract will be issued with:
5% Compound (owner and annuitant under age 75);
Annual Step-Up (owner or annuitant over age 74).

9. PURCHASE PAYMENTS

(Make check payable to PFL Life Insurance Company)

PREMIUM AMOUNT(S) $_____________________________________________

I WOULD LIKE TO BE BILLED FOR FUTURE PAYMENTS: NO [_]

YES [_]...ANNUALLY [_] QUARTERLY [_]

10. ALLOCATION OF PREMIUM PAYMENTS (Whole percentages only)

T. Rowe Price Associates, Inc.

EQUITY INCOME PORTFOLIO .0%
----------

GROWTH STOCK PORTFOLIO .0%
----------

Rowe Price Fleming

INTERNATIONAL STOCK PORTFOLIO .0%
----------

Trust Company of the West

MANAGED ASSET ALLOCATION PORTFOLIO .0%
----------

MONEY MARKET PORTFOLIO .0%
----------

Quest For Value Advisors

QUEST FOR VALUE SMALL CAP PORTFOLIO .0%
----------

QUEST FOR VALUE EQUITY PORTFOLIO .0%
----------

Boston Advisors

U.S. GOVERNMENT SECURITIES PORTFOLIO .0%
----------

Janus Capital Corp.

JANUS CAPITAL CORPORATION
GROWTH PORTFOLIO (WRL SERIES FUND) .0%
----------

Additional: .0%
------------------------------------ ----------
.0%
----------------------------------------------- ----------
.0%
----------------------------------------------- ----------
.0%
----------------------------------------------- ----------
.0%
----------------------------------------------- ----------
.0%
----------------------------------------------- ----------
.0%
----------------------------------------------- ----------

INVESTMENT ALLOCATIONS MUST TOTAL 100%

11. TELEPHONE TRANSFER/REALLOCATION AUTHORIZATION

By checking one of the following boxes, I authorize the company
to accept telephone transfers/reallocation instructions from:

ONLY MYSELF [_] MYSELF & MY ACCOUNT EXECUTIVE [_]

Acct. Rep. Name:_____________________________________________________

To change the allocation of any purchase payments and/or to transfer funds
among my investment choices based on my telephone instructions and/or the
telephone instructions of my account executive (if indicated above), I agree
to the established conditions and requirements stated in the prospectus.

I am aware that telephone instructions will be recorded to protect me and
the company and will be put into effect only when proper identification is
provided.

(CONTINUED ON THE
VA-APP 195 PL YOUR SIGNATURE IS REQUIRED ON THE BACK PAGE BACK PAGE)

<PAGE>

- --------------------------------------------------------------------------------
APPLICATION FOR
VARIABLE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
12. DOLLAR COST AVERAGING
- --------------------------------------------------------------------------------
By signing below I (We) authorize PFL Life Insurance Company to transfer funds
from my selected account to invest in the portfolio(s), in the amount indicated
below. Transfers will be made monthly, unless indicated differently below. I
understand that the transfers will continue until I terminate the program in
writing, or until my balance under the program falls below the minimum transfer
amount. If this happens, the balance will be transferred as indicated below but
on a pro-rata basis. I also understand the PFL Life's Dollar Cost Averaging
program is subject to the rules and restrictions associated with the PFL Life
contract and at the time the program begins there must be sufficient Policy
Value to cover one years transfers.

Transfer From: [_] Money Market Portfolio; or
[_] U.S. Govt. Securities Portfolio

Please Invest: [_] Monthly (Six Transfers Minimum)
[_] Quarterly (Four Transfers Minimum)

Please Invest In Following Accounts for Each Transfer:

Managed Asset Allocation .0% International Stock (Mang.
----- by Rowe Price Fleming .0%
WRL Series Fund Growth Portfolio -----
(Mang. by Janus Capital Corp.) .0% U.S. Govt. Sec. Port. .0%
----- -----
Growth (Mang. by Rowe Price) .0% Quest for Value Equity .0%
----- -----
Equity Income (Mang. by Rowe Price) .0% Quest for Value Small Cap. .0%
----- -----

Additional .0%
-----------------------------------------------------------------
- --------------------------------------------------------------------------------
Residents of community and marital property states (AZ,CA,ID,LA,NV,NM,TX,
WA,WI)...Both spouses must consent to this application by signing below where
indicated. If there is no spouse and the annuity contract is to be owned by an
individual, please indicate marital status by checking the applicable box:

[_] Never married; or [_] Spouse is deceased; or [_] I am divorced.
To the best of my knowledge and belief, my answers to the questions on this
application are correct and true, and I agree that this application shall be a
part of any annuity contract issued to me. I also understand that the Company
reserves the right to reject any application or purchase payment. If this
application is declined, there shall be no liability on the part of the Company
and any purchase payments submitted shall be returned.
I UNDERSTAND THAT ANNUITY PAYMENTS AND TERMINATION VALUES, WHEN BASED
ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT OF THE COMPANY, ARE VARIABLE AND
ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.
[_] Please check if you wish to receive the Statement of Additional
Information. Receipt of a current prospectus of the PFL Variable Annuity
Account, Endeavor Series Trust and WRL Series Fund, Inc. is hereby acknowledged.
ADDITIONAL FORMS ARE REQUIRED FOR SYSTEMATIC WITHDRAWALS.
- --------------------------------------------------------------------------------
SIGNED AT: BE SURE TO COMPLETE THIS SECTION

- ------------------------------------ ---------------------------------------
CITY SIGNATURE OF CONTRACT OWNER
/ /
- --------------------- ------------ ---------------------------------------
STATE DATE SIGNED SIGNATURE OF JOINT/SUCCESSOR CONTRACT
OWNER (WHERE APPLICABLE)
Community and Marital Property State
(see above) ---------------------------------------
Spousal Consent When Spouse is Not a SIGNATURE OF ANNUITANT
Contract Owner

/ /
- --------------------- ------------
SIGNATURE OF SPOUSE DATE SIGNED
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SELLING AGENT USE ONLY--NOT TO BE FILLED IN BY APPLICANT

- ------------------------------------ ---------------------------------------
AGENT NAME (PLEASE PRINT) AGENTS FIRM

----------------------------------------
AGENTS ADDRESS

- ------------------------------------ ----------------------------------------
SIGNATURE OF LICENSED AGENT AGENT PHONE NO.

- --------------------------------------------------
BROKER/DEALER CLIENT ACCOUNT# PFL AGENT#

/ /
------------ -------------------------------------------
DATE (IF APPLICABLE) FLORIDA AGENT LIC. ID. NO.

DO YOU HAVE REASON TO BELIEVE THE CONTRACT APPLIED FOR IS TO REPLACE ANY
EXISTING ANNUITY OR INSURANCE OWNED BY APPLICANT? NO [_] YES [_]

If yes, what company:___________________________________________________________
- --------------------------------------------------------------------------------
Please make check payable to...PFL LIFE INSURANCE COMPANY (Use following address
for mail, Fed. Express, etc.)

Send check with application to...PFL Life Insurance Company, Attn: Annuity
Department, 4333 Edgewood Road N.E., Cedar Rapids, Iowa 52499-0001
- --------------------------------------------------------------------------------
VA-APP 195 PL PLEASE FILL OUT THE FRONT PAGE TXS0916PC 195 CR
- --------------------------------------------------------------------------------
If you have chosen to name someone other than yourself as the Annuitant, please
select one of the following regarding payment of the death benefit. If neither
is selected, the first option will be utilized.

[_] At the Annuitant's death, I wish to ___________________________________
become the annuitant and defer payout SIGNATURE OF CONTRACT OWNER
of the death benefit until my death.
[_] At the Annuitant's death, I wish to -----------------------------------
have the death benefit paid to the SIGNATURE OF JOINT/SUCCESSOR
named beneficiary. (Signature CONTRACT OWNER
required for this option)
- --------------------------------------------------------------------------------

<PAGE>

EXHIBIT 99.10

CONSENT OF INDEPENDENT AUDITORS
-------------------------------

We consent to the reference to our firm under the captions "Independent
Auditors" and "Financial Statements", to the use of our report dated February 7,
1995 with respect to the financial statements of PFL Endeavor Platinum Variable
Annuity Account, and to the use of our report dated February 17, 1995 with
respect to the statutory-basis financial statements of PFL Life Insurance
Company, included in Amendment No. 5 to Registration Statement (Form N-4 No. 33-
56908) and related Prospectus of PFL Endeavor Platinum Variable Annuity for the
registration of individual variable annuity contracts.

Our audits also included the statutory-basis financial statement schedules of
PFL Life Insurance Company included in the Statement of Additional Information.
These schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
with respect to which the date is February 17, 1995, the statutory-basis
financial statement schedules referred to above, when considered in relation to
the basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.

ERNST & YOUNG LLP

/s/ Ernst & Young LLP

Des Moines, Iowa
April 19, 1995