USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST
497, 2000-02-04
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<PAGE>   1

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                         Call toll free 1-877-833-7113
                       or your investment representative.

                          USALLIANZ VARIABLE INSURANCE
                                 PRODUCTS TRUST

                                  GROWTH FUND

                           GLOBAL OPPORTUNITIES FUND

                               FIXED INCOME FUND

                               MONEY MARKET FUND

                            DIVERSIFIED ASSETS FUND
                                   PROSPECTUS
                                OCTOBER 27, 1999
                     THE SECURITIES AND EXCHANGE COMMISSION
                      HAS NOT APPROVED OR DISAPPROVED THE
                     SHARES DESCRIBED IN THIS PROSPECTUS OR
                     DETERMINED WHETHER THIS PROSPECTUS IS
                           TRUTHFUL OR COMPLETE. ANY
                      REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
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                                                           TABLE OF CONTENTS


<TABLE>
<S>                             <C>             <C>    <C>
                                                RISK/RETURN SUMMARY

Carefully review this                               3  Growth Fund
important section, which                            5  Global Opportunities Fund
summarizes each fund's                              7  Fixed Income Fund
investments and risks.                              9  Money Market Fund
                                                   10  Diversified Assets Fund

                                                INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Review this section for                            12  Growth Fund
specific information on each                       13  Global Opportunities Fund
fund's investment,                                 15  Fixed Income Fund
strategies and risks.                              17  Money Market Fund
                                                   18  Diversified Assets Fund
                                                   20  Other Considerations
                                                   20  Year 2000

                                                FUND MANAGEMENT

Review this section for                            22  The Investment Adviser
details on the people and                          22  Portfolio Managers
organizations who oversee                          23  Adviser's Prior Performance
the funds.                                         24  The Administrator and Distributor

                                                SHAREHOLDER INFORMATION

Review this section for                            25  Pricing of Fund Shares
details on how shares are                          25  Purchase and Redemption of Shares
valued, how to purchase,                           26  Distribution (12b-1) Fees
sell and exchange shares,                          26  Dividends, Distributions and Taxes
related charges and payments
of dividends and
distributions.

                                                BACK COVER

                                                       Where to Learn More About USAllianz VIP Funds
</TABLE>


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  RISK/RETURN SUMMARY

   USALLIANZ VIP FUNDS

   The USAllianz Variable Insurance Products Trust (the "USAllianz VIP Funds")
   provides an investment vehicle for variable annuity contracts and variable
   life insurance policies offered by the separate accounts of various life
   insurance companies.


   The following is a summary of certain key information about USAllianz VIP
   Funds which offers five separate, diversified investment portfolios
   (collectively, the "Funds" and each individually, a "Fund"). The "Risk/Return
   Summary" describes each Fund's objectives, principal investment strategies,
   principal investment risks and certain performance information. Additional
   information about the Funds can be found by referring to pages 12-21 further
   back in the Prospectus. Please be sure to read the more complete descriptions
   of the Funds' risks following this summary before you invest. The Funds are
   managed by Allianz of America, Inc. (the "Adviser").

                               GROWTH FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Long-term growth of capital.

    PRINCIPAL INVESTMENT              The Fund normally invests at least 80% of its total assets
    STRATEGIES                        in equity securities, which include common stocks, preferred
                                      stocks and convertible securities. The Fund may invest in
                                      both U.S. issuers and foreign issuers whose securities are
                                      U.S. dollar denominated and traded on a U.S. securities
                                      market. Although the Fund invests primarily in equity
                                      securities of larger capitalization companies, the Fund is
                                      not limited to such investments and may invest in companies
                                      with varying market capitalizations.
                                      The Adviser uses a fundamental "bottom-up" approach to
                                      selecting securities for investment. Factors considered
                                      include analysis of an issuer's financial condition,
                                      industry position, management, growth prospects, earnings
                                      estimates and other general economic and market conditions.
                                      Based upon the analysis of such factors, the Adviser selects
                                      those securities which, in its judgment, will outperform the
                                      average for companies included in the Standard and Poor's
                                      500 Composite Stock Price Index (the "S&P 500(R) Index").
                                      The Adviser will consider selling those securities when it
                                      determines that such securities would no longer meet its
                                      criteria for purchase or when alternative investments become
                                      more attractive.
</TABLE>

                                        3
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  RISK/RETURN SUMMARY

                               GROWTH FUND
                               CONTINUED

<TABLE>
    <S>                               <C>
    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Capitalization Risk. Securities of small and
                                        mid-capitalization companies tend to be more volatile, have
                                        less predictable earnings and are less liquid than those
                                        of large capitalization companies.
                                      - You may lose money by investing in the Fund.

    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking to add a growth component to your portfolio
                                      This Fund will not be appropriate for someone:
                                      - Seeking safety of principal
                                      - Investing for the short term or investing emergency
                                        reserves
                                      - Looking primarily for regular income

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The net asset value ("NAV") of the Fund will fluctuate with
                                      market conditions.
</TABLE>

                                        4
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  RISK/RETURN SUMMARY


                               GLOBAL OPPORTUNITIES FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Long-term growth of capital.

    PRINCIPAL INVESTMENT              Under normal circumstances, the Fund invests at least 80% of
    STRATEGIES                        its total assets in equity securities of U.S. and foreign
                                      companies. Although the Fund invests primarily in equity
                                      securities of larger capitalization companies, the Fund is
                                      not limited to such investments and may invest in companies
                                      with varying market capitalizations. The Adviser organizes
                                      its research of equity securities into seven
                                      internally-defined sectors based on global economic or
                                      industry themes. These sectors include companies in the
                                      natural resources, life style, financial, high technology,
                                      telemedia, life science and transportation businesses. The
                                      Fund may be overweighted or underweighted in a particular
                                      sector or country relative to the Fund's benchmark, the MSCI
                                      World Equity Index. Because the United States currently
                                      comprises approximately 50% of such Index, the Fund will
                                      normally invest approximately the same amount in U.S.
                                      securities.
                                      The Adviser uses a fundamental "bottom-up" approach to
                                      selecting securities for investment. Factors considered may
                                      include analysis of an issuer's financial condition,
                                      industry position, management, growth prospects, earnings
                                      estimates and other general economic and market conditions.
                                      Based upon the analysis of such factors, the Adviser selects
                                      investments which, in the Adviser's judgment, will
                                      outperform the average for companies included in the MSCI
                                      World Equity Index.
                                      The Adviser will consider selling securities when the
                                      securities no longer meet the Adviser's criteria for
                                      purchase or when alternative investments become more
                                      attractive.

    PRINCIPAL INVESTMENT RISKS        The principal risks that apply to the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Foreign Risk. This is the risk of investments in issuers
                                        located in foreign countries, which may have greater price
                                        volatility and less liquidity. Investments in foreign
                                        securities also are subject to political, regulatory, and
                                        diplomatic risks. Changes in currency rates are an
                                        additional risk of investments in foreign securities.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - You may lose money by investing in the Fund.
</TABLE>


                                        5
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  RISK/RETURN SUMMARY


                               GLOBAL OPPORTUNITIES FUND


                               CONTINUED

<TABLE>
    <S>                               <C>
    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are an individual:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking to add a global growth component to your portfolio
                                      - Seeking capital appreciation and are willing to accept the
                                        higher volatility associated with investing in foreign
                                        stocks
                                      This Fund will not be appropriate for someone:
                                      - Seeking safety of principal
                                      - Investing for the short-term or investing emergency
                                        reserves
                                      - Looking primarily for regular income

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The NAV of the Fund will fluctuate with market conditions.
</TABLE>


                                        6
<PAGE>   7

  RISK/RETURN SUMMARY

                               FIXED INCOME FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              To maximize total return with secondary emphasis on income.

    PRINCIPAL INVESTMENT              The Fund primarily invests in U.S. dollar denominated fixed
    STRATEGIES                        income securities.
                                      The Adviser begins the portfolio management process by
                                      reviewing current economic activity and forecasting how it
                                      may change in the future. The Adviser uses this forecast to
                                      allocate the Fund's assets across different market sectors
                                      and maturities based on its view of the relative value of
                                      each sector or maturity.
                                      The Fund will normally invest in government bonds,
                                      investment grade corporate bonds, mortgage-backed
                                      securities, asset-backed securities and municipal securities
                                      and may invest in non-investment grade corporate bonds but
                                      does not presently intend to do so. Under normal conditions,
                                      the Fund intends to hold securities (other than money market
                                      securities) with maturities between 1 and 30 years with an
                                      average maturity of between 5 and 13 years, when weighted
                                      according to the Fund's holdings. However, securities with
                                      any maturity are eligible for purchase. Individual
                                      securities are bought and sold based on fundamental analysis
                                      of the structural features of specific securities, current
                                      market price and estimated future value, and the credit
                                      quality of its issuer.

    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - Yield Curve Risk. This is the risk that changes in the
                                        shape of the yield curve will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                      - Volatility Risk. This is the risk that the magnitude of
                                        the changes in the shape of the yield curve will affect the
                                        value of the Fund's investments in income-producing or
                                        debt securities.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Prepayment Risk. The Fund's investments in mortgage-backed
                                        and asset-backed securities are subject to the risk that the
                                        principal amount of the underlying obligation may be
                                        repaid prior to the bond's maturity date. Prepayment
                                        exposes the Fund to the risk of lower return upon
                                        subsequent reinvestment of the principal.
                                      - You may lose money by investing in the Fund.
</TABLE>

                                        7
<PAGE>   8

  RISK/RETURN SUMMARY

                               FIXED INCOME FUND
                               CONTINUED

<TABLE>
    <S>                               <C>
    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Seeking to add a monthly income component to your
                                        portfolio
                                      - Willing to accept the risks of price and income
                                        fluctuations
                                      - Wanting to add diversification to a portfolio invested
                                        primarily in stocks
                                      This Fund will not be appropriate for someone:
                                      - Investing emergency reserves
                                      - Seeking a stable share price

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The NAV of the Fund will fluctuate with market conditions.
</TABLE>

                                        8
<PAGE>   9

  RISK/RETURN SUMMARY


                               MONEY MARKET FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Current income consistent with stability of principal.

    PRINCIPAL INVESTMENT              The Fund invests primarily in high quality, U.S.
    STRATEGIES                        dollar-denominated short-term obligations, including
                                      commercial paper, asset-backed securities, obligations of
                                      financial institutions and other high-quality money market
                                      instruments issued by U.S. and foreign issuers. These
                                      securities will be rated in the two highest short-term
                                      rating categories of at least two rating agencies or will be
                                      unrated securities of comparable quality. The Adviser
                                      evaluates investments based on credit analysis and interest
                                      rate outlook.
                                      As a money market fund, the Fund is subject to strict
                                      federal requirements which restrict the Fund's investments
                                      to high-quality securities, limit the average maturity of
                                      the portfolio to 90 days or less, and limit the maturity of
                                      any security to no more than 397 days.

    PRINCIPAL INVESTMENT RISKS        Investors in the Fund should also be aware of the following
                                      risks:
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - An investment in the Fund is not insured or guaranteed by
                                        the Federal Deposit Insurance Corporation or any other
                                        government agency. Although the Fund seeks to preserve the
                                        value of your investment at $1.00 per share, it is
                                        possible to lose money by investing in the Fund.

    WHO MAY WANT TO INVEST?           Consider investing in the Money Market Fund if you:
                                      - Are seeking preservation of capital
                                      - Have a low risk tolerance
                                      The Money Market Fund will not be appropriate for anyone:
                                      - Seeking high total returns
                                      - Pursuing a long-term goal or investing for retirement

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The yield of the Fund will fluctuate with market conditions.
</TABLE>


                                        9
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  RISK/RETURN SUMMARY

                               DIVERSIFIED ASSETS FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Total return consistent with reduction of long-term
                                      volatility.

    PRINCIPAL INVESTMENT              The Fund pursues its objective through asset allocation and
    STRATEGIES                        security selection by investing in a diversified portfolio
                                      of bonds, stocks and money market securities of U.S. and
                                      foreign issuers. The Adviser will seek to allocate on
                                      average about 65% of the Fund's total assets to bonds, 25%
                                      to stocks and 10% to money market securities.
                                      The Adviser uses a portfolio management team approach which
                                      manages each asset class in accordance with the following
                                      criteria:
                                      - Bonds. The Fund invests in fixed income securities
                                        including (1) government and corporate bonds, (2)
                                        mortgage-backed securities and (3) asset-backed
                                        securities. The Fund invests primarily in bonds rated
                                        within the four highest long-term or two highest
                                        short-term rating categories or comparable quality unrated
                                        securities. The Fund may invest up to 20% of its total
                                        assets in high yield debt securities although it does not
                                        presently intend to do so. Under normal conditions, the
                                        Fund intends to hold securities (other than money market
                                        securities) with maturities between 1 and 10 years.
                                        However, securities with any maturity are eligible for
                                        purchase. The Adviser begins the portfolio management
                                        process by reviewing current economic activity and
                                        forecasting how it may change in the future. The Adviser
                                        uses this forecast to allocate the Fund's assets across
                                        different market sectors and maturities based on its view
                                        of the relative value of each sector or maturity.
                                      - Stocks. The Fund invests in common stocks, preferred
                                        stocks and convertible securities. The Fund may invest in
                                        both U.S. issuers and foreign issuers whose securities are
                                        U.S. dollar denominated and traded on a U.S. security
                                        market, and invests primarily in equity securities of
                                        larger capitalization companies. The Adviser uses a
                                        "bottom-up" approach to selecting securities for
                                        investment. Based upon the analysis of various factors,
                                        the Adviser selects those securities which, in its
                                        judgment, will outperform the average for the companies
                                        included in the S&P 500(R) Index.
                                      - Money Market Instruments. The Fund will invest in
                                        high-quality, U.S. dollar denominated short-term
                                        obligations, including commercial paper, asset-backed
                                        securities, obligations of financial institutions and
                                        other high-quality money market instruments issued by U.S.
                                        and foreign issuers. These securities will be rated in the
                                        two highest short-term rating categories of at least two
                                        rating agencies or will be unrated securities of
                                        comparable quality.
</TABLE>

                                       10
<PAGE>   11

  RISK/RETURN SUMMARY

                               DIVERSIFIED ASSETS FUND
                               CONTINUED

<TABLE>
    <S>                               <C>
                                      The Fund seeks to exceed the total return of a blended
                                      benchmark consisting of 65% of the Lehman Intermediate
                                      Government/Corporate Bond Index, 25% of the S&P 500(R) Index
                                      and 10% of the 90-day Treasury Bill. The Fund typically
                                      sells securities when the Advisor determines that such
                                      securities would no longer meet its criteria for purchase or
                                      when alternative investments become more attractive.
    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Capitalization Risk. Securities of small and
                                        mid-capitalization companies tend to be more volatile, have
                                        less predictable earnings and are less liquid than those
                                        of large capitalization companies.
                                      - Yield Curve Risk. This is the risk that changes in the
                                        shape of the yield curve will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                      - Volatility Risk. This is the risk that the magnitude of
                                        the changes in the shape of the yield curve will affect the
                                        value of the Fund's investments in income-producing or
                                        debt securities.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - You may lose money by investing in the Fund.
    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking regular monthly income
                                      - Pursuing a balanced approach to investments in both
                                        growth- and income-producing securities
                                      This Fund will not be appropriate for someone:
                                      - Pursuing an aggressive high growth investment strategy
                                      - Seeking a stable share price
                                      - Investing emergency reserves
    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The NAV of the Fund will fluctuate with market conditions.
</TABLE>

                                       11
<PAGE>   12

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

   This section of the Prospectus provides descriptions of the Funds'
   objectives, risks, strategies and investments. Other strategies and
   investments not described below may be found in the Funds' Statement of
   Additional Information (SAI).
                                               GROWTH FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is long-term growth of capital, which objective may not
   be changed without shareholder approval. In pursuit of its objective, the
   Fund normally invests at least 80% of its total assets in equity securities,
   which include common stocks, preferred stocks and convertible securities of
   U.S. issuers and foreign issuers whose securities are U.S. dollar denominated
   and are traded on a U.S. securities market. Although the Fund invests
   primarily in equity securities of larger capitalization companies, the Fund
   is not limited to such investments and will consider investing in securities
   of companies with varying market capitalizations if they otherwise meet the
   Adviser's criteria for purchases.

   The Adviser uses a fundamental "bottom-up" approach to selecting securities
   for investment. Factors considered may include analysis of an issuer's
   financial condition, industry position, management, growth prospects,
   earnings estimates and other general economic and market conditions. Based
   upon the analysis of such factors, the Adviser selects those securities
   which, in the Adviser's judgment, will produce a return that exceeds the
   average for companies included in the S&P 500(R) Index. (See "Other
   Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed income securities.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Capitalization Risk: To the extent the Fund invests significantly in
       small or mid-capitalization companies, it may have capitalization risk.
       These companies may present additional risk because they have less
       predictable earnings, more volatile share prices and less liquid
       securities than large capitalization companies. These securities may
       fluctuate in value more than those of larger, more established companies
       and, as a group, may suffer more severe price declines during periods of
       generally declining stock prices.

                                       12
<PAGE>   13

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS


                                               GLOBAL OPPORTUNITIES FUND



   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is long-term growth of capital, which objective may not
   be changed without shareholder approval. In pursuit of its objective, the
   Fund normally invests at least 80% of its total assets in equity securities,
   which include common stocks, preferred stocks, convertible securities,
   warrants and rights of U.S. and foreign issuers. Generally, the companies in
   which the Fund invests will be doing business in one of the following seven
   industry sectors:



     - Natural Resources. Natural resources, energy and construction service
       industries, including companies that provide basic resources for
       developing and industrialized countries (such as energy resources,
       utilities, building materials, forest and paper products, metals and
       miscellaneous materials).



     - Life Style. Innovative, solution-oriented companies in the consumer goods
       industry (such as producers and providers of appliances, household
       durable products, household products, recreation and other consumer
       goods), food industry (such as beverages, food and tobacco) and companies
       engaged in the design, production and/or distribution of goods or
       services in the leisure, tourism and merchandising industry.



     - Financials. Forward-thinking, solution driven companies providing
       financial-related services (such as banking, insurance and financial
       services, as well as real estate, wholesaling and international trade
       firms).



     - High Technology. Companies that rely extensively on high technology in
       their product range, development and/or operations (such as data
       processing and reproduction companies, electrical, electronics and
       electronic equipment companies.



     - Telemedia. Companies engaged in the development, production, sale and/or
       distribution of media-related services (such as broadcasting, publishing
       and internet companies) and companies committed to the development of new
       information technologies, contributing to progress being made in the
       development of new communication infrastructures and developing strategic
       communication solutions for the global economy.



     - Life Science. Global companies that offer innovative health and personal
       care services and products (including pharmaceutical and chemical
       companies).



     - Transportation.  Innovative and solution-driven companies engaged in the
       business of transportation on either a regional or global basis.



   Although the Fund invests primarily in larger capitalization companies, the
   Fund is not limited to such investments and will consider investing in
   securities of companies with varying market capitalizations if they otherwise
   meet the Adviser's criteria for purchases. Similarly, while companies whose
   principal trading markets are developed or industrialized countries are
   likely to be the Fund's principal investments, the Fund is not limited to
   such investments and will consider investing in securities of companies
   trading in emerging or developing markets. The Fund may invest more than 25%
   of its total assets in a single country.



   The Adviser uses its own research, as well as input from its affiliates
   around the world and other third parties to identify attractive companies
   meeting the above sector descriptions. The Adviser then uses a

                                       13
<PAGE>   14

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS


   fundamental "bottom-up" approach to selecting securities for investment.
   Factors considered may include analysis of an issuer's financial condition,
   industry position, management, growth prospects, earnings estimates and other
   general economic and market conditions. Based upon the analysis of such
   factors, the Adviser selects those securities which, in the Adviser's
   judgment, will produce a return that exceeds the average for companies
   included in the MSCI World Equity Index. The Fund may be overweighted or
   underweighted in a particular sector or country relative to the MSCI World
   Equity Index based upon the Adviser's judgment as to the relative prospects
   for investments in particular sectors and countries.



   The Adviser does not intend to invest in markets where property rights are
   not defined and supported by adequate legal infrastructure. The Fund may
   trade forward foreign currency contracts to hedge currency fluctuations of
   underlying security positions when it is believed that a foreign currency may
   suffer a decline against the U.S. dollar.



   (See "Other Considerations" -- "Temporary Defensive Positions".)



   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:



     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed-income securities.



     - Foreign Risk: Foreign investments may be riskier than U.S. investments.
       Such risks include, but are not limited to:



         - lack of, or less stringent, uniform accounting, auditing and
           financial reporting standards


         - changes in currency rates


         - nationalization, confiscation, difficulties enforcing contracts, or
           foreign withholding/taxes


         - political instability and diplomatic developments that could
           adversely affect the Fund's investments


         - less government oversight of foreign stock exchanges, brokers and
           listed companies


         - less liquidity due to lower trading volumes of foreign markets which
           may increase price volatility


         - foreign trading practices (including higher trading commissions,
           higher custodial charges and delayed settlements)


         - less publicly available information about foreign companies


         - negative effect on the value of the Fund's investments due to
           fluctuations in the exchange rates between the U.S. dollar and
           foreign currencies



     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.


                                       14
<PAGE>   15

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               FIXED INCOME FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is to maximize total return with secondary emphasis on
   income, which objective may not be changed without shareholder approval.

   In pursuit of its objective, the Fund normally invests at least 80% of its
   total assets in fixed income securities rated within the four highest rating
   categories by a primary credit rating agency or, if unrated, which are
   determined by the Adviser to be of comparable quality. Fixed income
   securities include U.S. Government securities, corporate debt securities,
   U.S. dollar denominated securities of foreign issuers (including corporate
   debt securities, certificates of deposit and bankers' acceptances issued by
   foreign banks, and obligations of foreign governments or their subdivisions,
   agencies and instrumentalities, international agencies and supranational
   entities), zero coupon and pay-in-kind securities, asset-backed securities,
   mortgage-backed securities (including stripped mortgage-backed securities)
   and taxable and tax-exempt municipal securities.

   Although it does not presently intend to do so, the Fund also may invest up
   to 20% of its total assets in high yield securities (debt securities
   determined by a primary credit rating agency to have a lower probability of
   being paid and have a credit rating lower than BBB by Standard & Poor's or
   Baa by Moody's Investor Services, Inc. or, if unrated, which are deemed of
   comparable quality by the Adviser).

   The Adviser begins the portfolio management process by reviewing current
   economic activity and forecasting how it may change in the future. The
   Adviser uses this forecast to allocate the Fund's assets across different
   market sectors and maturities based on its view of the relative value of each
   sector or maturity. The Adviser analyzes the risk profile of the Fund's
   benchmark, the Lehman Government/ Corporate Bond Index, then adjusts the
   portfolio's risk relative to the benchmark to enhance long-term returns.
   Specific securities are included in the portfolio based on a fundamental
   analysis of the securities' cash flow risk and/or credit fundamentals.

   Under normal conditions, the Fund intends to hold securities (other than
   money market securities) with maturities primarily between 1 and 30 years
   with an average maturity of between 5 and 13 years, when weighted according
   to the Fund's holdings. However, securities with any maturity are eligible
   for purchase. The Adviser may sell a security if its fundamental qualities
   deteriorate or to take advantage of more attractive investment opportunities.

   (See "Other Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Interest Rate Risk: Interest rate risk is the chance that the value of
       the bonds the Fund holds will decline due to rising interest rates. When
       interest rates rise, the price of most bonds goes down. When interest
       rates go down, bond prices go up. The price of a bond is also affected by
       its maturity. Bonds with longer maturities generally have greater
       sensitivity to changes in interest rates.

                                       15
<PAGE>   16

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               FIXED INCOME FUND
                                               CONTINUED

     - Credit Risk: Credit risk is the chance that a bond issuer will fail to
       repay interest and principal in a timely manner, reducing the Fund's
       return. Also, an issuer may suffer adverse changes in financial condition
       that could lower the credit quality of a security, leading to greater
       volatility in the price of the security and the Fund's shares. A change
       in the quality rating of a bond can affect the bond's liquidity and make
       it more difficult for the Fund to sell. Because of their more precarious
       financial position, issuers of high yield bonds may be more vulnerable to
       changes in the economy or to interest rate changes that might affect
       their ability to repay debt.

     - Prepayment Risk: The Fund's investments in mortgage-backed and
       asset-backed securities are subject to the risk that the principal amount
       of the underlying obligation may be repaid prior to the bond's maturity
       date. Such repayments are common when interest rates decline. When such a
       repayment occurs, no additional interest will be paid on the investment.
       Prepayment exposes the Fund to lower return upon subsequent reinvestment
       of the principal.

     - Income Risk: Income risk is the chance that falling interest rates will
       cause the Fund's income to decline. Income risk is generally higher for
       short-term bonds.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Yield Curve Risk: This is the risk that changes in the shape of the yield
       curve will affect the value of the Fund's investments in income-producing
       or debt securities.

     - Volatility Risk: This is the risk that the magnitude of the changes in
       the shape of the yield curve will affect the value of the Fund's
       investments in income-producing or debt securities.

   ADDITIONAL RISKS:

     - Asset-backed securities involve the risk that such securities may not
       have the benefit of a complete security interest in the related
       collateral.

     - The Fund has authority to invest up to 20% of its assets in high yield,
       high risk debt securities. These lower quality securities have
       speculative characteristics and are more volatile and are more subject to
       credit risk than investment grade securities. High yield securities tend
       to be more susceptible to high interest rates and to real or perceived
       adverse economic and competitive industry conditions.

                                       16
<PAGE>   17

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS


                                               MONEY MARKET FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE AND          The Fund's investment objective is current income consistent
    PRINCIPAL INVESTMENT              with stability of principal, which objective may not be
    STRATEGIES                        changed without shareholder approval.
                                      The Fund invests substantially all (but not less than 80%)
                                      of its total assets in a diversified and liquid portfolio of
                                      high quality, money market investments, including:
                                      - U.S. Government securities;
                                      - Certificates of deposits, time deposits, bankers'
                                        acceptances and other short-term instruments issued by U.S.
                                        or foreign banks;
                                      - U.S. and foreign commercial paper and other short-term
                                        corporate debt obligations, including those with floating
                                        rate or variable rates of interest;
                                      - Obligations issued or guaranteed by one or more foreign
                                        governments or their agencies, including supranational
                                        entities;
                                      - Loan participation interests;
                                      - Asset backed securities; and
                                      - Repurchase agreements collateralized by the types of
                                        securities described above.

                                      The Fund is required to invest at least 95% of its assets in
                                      the securities of issuers with the highest credit rating,
                                      with the remainder invested in securities with the
                                      second-highest credit rating. The Fund is subject to certain
                                      federal requirements which include the following:
                                      - maintain an average dollar-weighted portfolio maturity of
                                        90 days or less
                                      - buy individual securities that have remaining maturities
                                        of 13 months or less
                                      - invest only in high-quality, dollar-denominated,
                                        short-term obligations.
                                      (See "Other Considerations" -- "Temporary Defensive
                                      Positions".)

    PRINCIPAL INVESTMENT RISKS        The Fund is not guaranteed to maintain a constant net asset
                                      value of $1.00 per share, and it is possible to lose money
                                      by investing in the Fund.
                                      - Interest Rate Risk: This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - Credit Risk: Although credit risk is very low because the
                                        Fund only invests in high quality obligations, if an issuer
                                        fails to pay interest or repay principal, the value of
                                        your investment could decline.
</TABLE>


                                       17
<PAGE>   18

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               DIVERSIFIED ASSETS FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is total return consistent with reduction of long-term
   volatility, which objective may not be changed without shareholder approval.

   While the Fund normally invests approximately 65% of its total assets in
   fixed income securities (which include investment grade corporate bonds and
   U.S. Government securities), 25% in equity securities and 10% in money market
   securities, the mix may vary within ranges of 50-70% for fixed income
   securities, 20-40% for stocks and 5-15% for money market securities.

   The Adviser uses a portfolio management team approach. In making asset
   allocation decisions, the portfolio management team evaluates forecasts for
   inflation, interest rates and long-term corporate earnings growth. The team
   then examines the potential effect of these factors on each asset group over
   a one-to-three-year time period and compares its risk analysis to a weighted
   index of 65% of the Lehman Intermediate Government/Corporate Bond Index, 25%
   of the S&P 500(R) Index, and 10% of the 90-day Treasury Bill. The team then
   selects securities based on a "bottom-up" analysis in accordance with the
   following criteria:

     - Bonds. The Fund invests in fixed income securities including (1)
       government and corporate bonds, (2) mortgage-backed securities (including
       stripped mortgage-backed securities) and (3) asset-backed securities. The
       Fund invests primarily in bonds rated within the four highest long-term
       or two highest short-term rating categories or comparable quality unrated
       securities. The Fund may invest up to 20% of its total assets in high
       yield debt securities although it does not presently intend to do so.
       Under normal conditions, the Fund intends to hold debt securities (other
       than money market securities) with maturities between 1 and 10 years.
       However, securities with any maturity are eligible for purchase. The
       Adviser begins the portfolio management process by reviewing current
       economic activity and forecasting how it may change in the future. The
       Adviser uses this forecast to allocate the Fund's assets across different
       market sectors and maturities based on its view of the relative value of
       each sector or maturity.

     - Stocks. The Fund invests in common stocks, preferred stocks and
       convertible securities. The Fund may invest in both U.S. issuers and
       foreign issuers whose securities are U.S. dollar denominated and traded
       on a U.S. security market, and invests primarily in equity securities of
       larger capitalization companies. The Adviser uses a "bottom-up" approach
       to selecting securities for investment. Based upon the analysis of
       various factors, the Adviser selects those securities which, in its
       judgment, will outperform the average for the companies included in the
       S&P 500(R) Index.

     - Money Market Instruments. The Fund will invest in high-quality, U.S.
       dollar-denominated short-term obligations, including commercial paper,
       asset-backed securities, obligations of financial institutions and other
       high-quality money market instruments issued by U.S. and foreign issuers.
       These securities will be rated in one of the two highest short-term
       rating categories of at least two rating agencies or will be unrated
       securities of comparable quality.

   (See "Other Considerations -- Temporary Defensive Positions".)

                                       18
<PAGE>   19

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               DIVERSIFIED ASSETS FUND
                                               CONTINUED

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed income securities.

     - Interest Rate Risk: Interest rate risk is the chance that the value of
       the bonds the Fund holds will decline due to rising interest rates. When
       interest rates rise, the price of most bonds goes down. When interest
       rates go down, bond prices go up. The price of a bond is also affected by
       its maturity. Bonds with longer maturities generally have greater
       sensitivity to changes in interest rates.

     - Credit Risk: Credit risk is the chance that a bond issuer will fail to
       repay interest and principal in a timely manner, reducing the Fund's
       return. Credit risk is somewhat minimized by the Fund's policy of
       investing primarily in bonds rated within the four highest long-term or
       two highest short-term rating categories or comparable quality unrated
       securities and through adequate diversification among issuers and
       industries.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Capitalization Risk: Securities of small and mid-capitalization companies
       tend to be more volatile, have less predictable earnings, and are less
       liquid than those of large capitalization companies.

     - Yield Curve Risk: This is the risk that changes in the shape of the yield
       curve will affect the value of the Fund's investments in income-producing
       or debt securities.

     - Volatility Risk: This is the risk that the magnitude of the changes in
       the shape of the yield curve will affect the value of the Fund's
       investments in income-producing or debt securities.

                                       19
<PAGE>   20

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               OTHER CONSIDERATIONS


   TEMPORARY DEFENSIVE POSITIONS: In order to meet liquidity needs or for
   temporary defensive purposes, each Fund may hold investments, including
   uninvested cash reserves, that are not part of its main investment strategy.
   Each of the Growth Fund, Global Opportunities Fund, Diversified Assets Fund
   and Fixed Income Fund (the "Non-Money Market Funds") may invest up to 100% of
   its assets in money market instruments, including short-term debt securities
   issued by the U.S. Government and its agencies and instrumentalities,
   domestic bank obligations, commercial paper or in repurchase agreements
   secured by bank instruments (with regard to the Global Opportunities Fund,
   such investment may include those of foreign governments and companies). In
   addition, each Non-Money Market Fund may hold equity securities which in the
   Adviser's opinion are more conservative than the types of securities in which
   the Fund typically invests. To the extent the Funds are engaged in temporary
   or defensive investments, a Fund will not be pursuing its investment
   objective.


   PORTFOLIO TURNOVER: While the Funds do not engage in short-term trading, in
   some cases in response to market conditions, a Fund's portfolio turnover may
   exceed 100%. A higher rate of portfolio turnover increases brokerage and
   other expenses, which must be borne by the Fund and its shareholders and may
   adversely affect the Fund's performance. High portfolio turnover also may
   result in the realization of substantial net short-term capital gains, which
   are taxable as ordinary income when distributed to shareholders.

                                               YEAR 2000

   Like other funds and business organizations around the world, the Funds could
   be adversely affected if the computer systems used by the Adviser and other
   service providers do not properly process and calculate date-related
   information for the year 2000 and beyond.

   The Funds have been assured that the Adviser and other service providers
   (i.e., Administrator, Transfer Agent, Fund Accounting Agent, Custodian and
   Distributor) have developed and are implementing clearly defined and
   documented plans intended to minimize risks to services critical to the
   Funds' operations associated with Year 2000 issues. Internal efforts include
   a commitment to dedicate adequate staff and funding to identify and remedy
   Year 2000 issues, and specific actions such as inventorying software systems,
   determining inventory items that may not function properly after December 31,
   1999, reprogramming or replacing such systems, and retesting for Year 2000
   readiness. The Funds' Adviser and service providers are likewise seeking
   assurances from their respective vendors and suppliers that such entities are
   addressing any Year 2000 issues, and each provider intends to engage, where
   appropriate, in private and industry or "streetwide" interface testing of
   systems for Year 2000 readiness.

                                       20
<PAGE>   21

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                               YEAR 2000
                                               CONTINUED

   In the event that any systems upon which the Funds are dependent are not Year
   2000 compliant by December 31, 1999, administrative errors and account
   maintenance failures would likely occur. While the ultimate costs or
   consequences of incomplete or untimely resolution of Year 2000 issues by the
   Adviser or the Funds' service providers cannot be accurately assessed at this
   time, the Funds currently have no reason to believe that the Year 2000 plans
   of the Adviser and other service providers will not be completed by December
   31, 1999, or that the anticipated costs associated with full implementation
   of their plans will have a material adverse impact on either their business
   operations or financial condition or those of the Funds. The Funds and the
   Adviser will continue to closely monitor developments relating to this issue,
   including development by the Adviser and other service providers of
   contingency plans for providing back-up computer services in the event of a
   systems failure or the inability of any provider to achieve Year 2000
   readiness. Separately, the Adviser will monitor potential investment risk
   related to Year 2000 issues.

   In addition, Year 2000 issues may adversely affect companies in which the
   Funds invest where, for example, such companies incur substantial costs to
   address Year 2000 issues or suffer losses caused by the failure to adequately
   or timely do so. The risk may be greater for those Funds which invest in the
   securities of foreign issuers.

                                       21
<PAGE>   22

  FUND MANAGEMENT

                           THE INVESTMENT ADVISER

   Allianz of America, Inc. (the "Adviser") is the adviser for the Funds. The
   Adviser, a registered investment adviser, was established in 1976 and as of
   December 31, 1998 managed more than $21 billion in fixed income, equity and
   real estate investments. The Adviser is a subsidiary of Allianz AG Holding
   ("Allianz AG"), one of the world's largest insurance and financial services
   companies. Allianz AG is headquartered in Munich, Germany and has operations
   in 68 countries. In North America, Allianz AG owns and operates Fireman's
   Fund Insurance Company, Allianz Life Insurance Company of North America,
   Jefferson Insurance Company, Allianz Insurance Company, Allianz Canada, and
   Allianz Mexico. Through its portfolio management team, the Adviser makes the
   day-to-day investment decisions and continuously reviews, supervises and
   administers the Funds' investment programs.

   For these advisory services, each Fund pays the Adviser a fee at the annual
   rate shown below :


<TABLE>
<CAPTION>
                                                                 PERCENTAGE OF AVERAGE
                                                                      NET ASSETS
                                                                 ---------------------
 <S>                                                             <C>
   Growth Fund                                                           .75%
   Global Opportunities Fund                                             .95%
   Fixed Income Fund                                                     .50%
   Money Market Fund                                                     .35%
   Diversified Assets Fund                                               .55%
</TABLE>


   The Adviser may voluntarily waive a portion of its advisory fee and/or
   reimburse expenses incurred by the Funds, and such waiver and/or
   reimbursements may be discontinued at any time.

                           PORTFOLIO MANAGERS


   The Adviser has several portfolio managers committed to the day-to-day
   management of the Funds. Each portfolio manager uses a team approach to the
   investment management of the Non-Money Market Funds and relies on analysis,
   research and other information furnished by the team's experienced investment
   professionals.



   Fixed Income Investments: Gary Brown is responsible for the team of highly
   trained investment professionals who manage the assets of the Fixed Income
   Fund. He is also responsible for the fixed income investments of the
   Diversified Assets Fund and for the Money Market Fund. He is Senior Managing
   Director, Fixed Income of the Adviser and has twenty-four years of investment
   experience. Mr. Brown is currently responsible for directing the management
   of the Adviser's fixed income investments. He has been with the Adviser since
   1991, after serving as Managing Director at CIGNA Investments from 1986 to
   1991, with responsibility for CIGNA's public taxable and tax-exempt bond
   portfolios, as well as four fixed income mutual funds and institutional
   client portfolios. His investment experience has covered all fixed income
   securities, including governments, corporates, mortgages, high yield,
   convertibles and various derivative products. Mr. Brown was a Vice President
   with CIGNA from 1982 to 1986, managing public and private fixed income
   investments for the insurance company portfolios, responsible for asset and
   liability management and CIGNA's convertible securities portfolio. Prior to
   joining CIGNA, he managed public bond and private placement investments for
   INA Capital Advisors, Inc from 1979 to 1982, and was an investment analyst
   with The Penn Mutual Life Insurance Company from 1975 to 1979. Mr. Brown
   received a B.S. and an M.B.A. from Drexel University.

                                       22
<PAGE>   23

  FUND MANAGEMENT

                           PORTFOLIO MANAGERS
                           CONTINUED


   Equity Investments: Ronald M. Clark, Senior Managing Director, is responsible
   for the day-to-day management of the Growth Fund and the Global Opportunities
   Fund and is also responsible for the equity investments of the Diversified
   Assets Fund. Mr. Clark is also responsible for directing the management of
   all equity investments of the Adviser and has twenty-nine years of investment
   experience. He began his career in 1972 at Mutual of New York as an
   investment analyst, and shortly thereafter joined its subsidiary, North
   American Life and Casualty, which was later renamed Allianz Life Insurance
   Company of North America, where he was Chief Investment Officer from 1973 to
   1980. Since 1980, Mr. Clark has been with the Adviser. In addition to equity
   investments, his responsibilities include membership on the Investment Policy
   Committee of Allianz worldwide and the Finance Committee of the Adviser. In
   addition, he provides senior level oversight of real estate investments and
   holding company corporate finance activities. He is a graduate of the
   University of Wisconsin, with an undergraduate degree in Industrial
   Engineering, and masters in Finance and Real Estate.


   The Statement of Additional Information (SAI) has more detailed information
   about the Adviser and other service providers.

                           ADVISER'S PRIOR PERFORMANCE


   Each of the Growth Fund, Fixed Income Fund, Money Market Fund and Diversified
   Assets Fund is substantially similar to other pooled accounts advised by the
   Adviser. The performance information shown below is the performance of
   unregistered master trust portfolios managed by the Adviser for tax-exempt
   investors. Each master trust portfolio has investment objectives, policies,
   styles and strategies substantially similar to ones that will be employed by
   the corresponding Fund. Each master trust portfolio is not subject to the
   diversification requirements, specific tax restrictions and investment
   limitations imposed on the Funds by the Investment Company Act of 1940 and
   Subchapter M of the Internal Revenue Code. Consequently, the performance of
   each master trust portfolio may have been adversely affected if it had been
   regulated as an investment company under the federal securities laws.
   Although this performance reflects the fees and expenses of the master trust
   portfolios, this performance HAS NOT BEEN adjusted to reflect the fees and
   expenses which will apply to the Funds. Had such performance been adjusted
   for such fees and expenses, the performance results would have been lower.
   The information does not represent the Funds' performance, as each is newly
   organized and has no performance record of its own, nor is it indicative of
   the Funds' future performance. The performance was calculated in accordance
   with recommended standards of the Association for Investment Management and
   Research (AIMR), retroactively applied to all time periods. Investment
   results were not calculated pursuant to the methodology established by the
   Securities and Exchange Commission that will be used to calculate the Funds'
   performance results.


                           MASTER TRUST PORTFOLIO ANNUAL TOTAL RETURN


<TABLE>
<CAPTION>
    MASTER TRUST PORTFOLIO   1990    1991    1992    1993    1994    1995    1996    1997     1998
    <S>                      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                             ----------------------------------------------------------------------
     EQUITY                   4.19%  48.14%  -3.06%   3.45%  -1.95%  33.73%  22.50%  33.94%  27.55%
                             ----------------------------------------------------------------------
     FIXED INCOME              N/A     N/A     N/A     N/A   -3.16%  20.47%   3.45%  10.48%   9.84%
                             ----------------------------------------------------------------------
     MONEY MARKET              N/A     N/A    4.26%   3.54%   3.98%   6.10%   5.50%   5.67%   5.49%
                             ----------------------------------------------------------------------
     DIVERSIFIED ASSETS        N/A     N/A    4.19%   5.49%  -1.65%  20.66%  10.36%  15.91%  13.82%
    -----------------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>   24

  FUND MANAGEMENT

                           ADVISER'S PRIOR PERFORMANCE
                           CONTINUED

                           MASTER TRUST PORTFOLIO
                           AVERAGE ANNUAL RATES OF RETURN FOR PERIODS ENDING
                           DECEMBER 31, 1998


   The table below provides an indication of the risks of an investment in the
   Funds by showing performance of the master trust portfolios, as described
   above, as compared to a broad-based securities index and in the case of the
   diversified assets master trust portfolio, additionally to an index created
   by the Adviser.



<TABLE>
<CAPTION>
                                                                          SINCE     INCEPTION
                                                   1 YEAR     5 YEARS   INCEPTION     DATE
    <S>                                           <C>         <C>       <C>         <C>
                                                  -------------------------------------------
     EQUITY MASTER TRUST PORTFOLIO                  27.55%     22.37%     18.23%      6/1/89*
                                                  -------------------------------------------
     S&P 500(R) INDEX                               28.75%     24.07%     18.22%
    -----------------------------------------------------------------------------------------
     FIXED INCOME MASTER TRUST PORTFOLIO             9.84%      7.93%      7.94%      4/1/93*
                                                  -------------------------------------------
     LEHMAN GOVERNMENT/CORPORATE BOND INDEX          9.47%      7.30%      7.42%
    -----------------------------------------------------------------------------------------
     MONEY MARKET MASTER TRUST PORTFOLIO             5.49%      5.35%      4.49%      1/1/92*
                                                  -------------------------------------------
     3 MONTH TREASURY BILL                           5.06%      5.11%      4.61%
    -----------------------------------------------------------------------------------------
     DIVERSIFIED ASSETS MASTER TRUST PORTFOLIO      13.82%     11.56%      9.59%      1/1/92*
                                                  -------------------------------------------
     LEHMAN INTERMEDIATE GOVERNMENT/ CORPORATE
     BOND INDEX                                      8.42%      6.59%      6.99%
                                                  -------------------------------------------
     DIVERSIFIED ASSETS INDEX**                     13.36%     10.78%      9.91%
    -----------------------------------------------------------------------------------------
    *  Commencement of Operations
    ** An index created by the Adviser consisting of several securities market indices
       including 65% of the Lehman Intermediate Government/Corporate Bond Index, 25% of the
       S&P 500H Index and 10% of the 90-day Treasury Bill.
</TABLE>


                           THE ADMINISTRATOR AND DISTRIBUTOR

   BISYS Fund Services Ohio, Inc. ("BISYS"), whose address is 3435 Stelzer Road,
   Columbus, Ohio 43219-3035, serves as the Funds' administrator, transfer agent
   and fund accountant. Administrative services of BISYS include providing
   office space, equipment and clerical personnel to the Funds and supervising
   custodial, auditing, valuation, bookkeeping, legal and dividend disbursing
   services.

   BISYS Fund Services Limited Partnership serves as the distributor of the
   Funds' shares (the "Distributor"). The Distributor may provide financial
   assistance in connection with pre-approved seminars, conferences and
   advertising to the extent permitted by applicable state or self-regulatory
   agencies, such as the National Association of Securities Dealers.

                                       24
<PAGE>   25

  SHAREHOLDER INFORMATION


   ---------------------------
   HOW NET ASSET VALUE IS
   CALCULATED
   NAV is calculated by adding
   the total value of a Fund's
   investments and other
   assets, subtracting its
   liabilities and then
   dividing that figure by the
   number of outstanding
   shares of the Fund:

              NAV =
   Total Assets - Liabilities

  ----------------------------
        Number of Shares
           Outstanding

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

                                            PRICING OF FUND SHARES

                                  Per share NAV for each Fund, other than the
                                  Money Market Fund, is determined and its
                                  shares are priced at the close of regular
                                  trading on the New York Stock Exchange (the
                                  "NYSE"), normally at 4:00 p.m. Eastern time,
                                  on days the NYSE is open.


                                  The securities (other than short-term debt
                                  securities) of the Funds, except the Money
                                  Market Fund, are generally valued at current
                                  market prices. If market quotations are not
                                  available, prices will be based on fair value
                                  as determined in good faith by or at the
                                  direction of the Funds' Trustees.

                                  After the pricing of a foreign security has
                                  been established, if an event occurs which
                                  would likely cause the value to change, the
                                  value of the foreign security may be priced at
                                  fair value as determined in good faith by or
                                  at the direction of the Funds' Trustees. The
                                  effect of using fair value pricing is that the
                                  Fund's NAV will be subject to the judgment of
                                  the Board of Trustees or its designees instead
                                  of being determined by the market. In
                                  addition, the foreign securities acquired by a
                                  Fund may be valued in foreign markets on days
                                  when the Fund's NAV is not calculated. In such
                                  cases, the NAV of a Fund may be significantly
                                  affected on days when investors cannot buy or
                                  sell shares.


                                MONEY MARKET FUND



   The Money Market Fund's NAV, the offering price, is expected to be constant
   at $1.00 per share although this value is not guaranteed. The NAV is
   determined each day at 1:00 p.m. Eastern time, on days the New York Stock
   Exchange (the "NYSE") is open. The Money Market Fund values its securities at
   its amortized cost. The amortized cost method values a portfolio security
   initially at its cost on the date of the purchase and thereafter assuming a
   constant amortization to maturity of the difference between the principal
   amount due at maturity and initial cost.


                                PURCHASE AND REDEMPTION OF SHARES

   Investors may not purchase or redeem shares of the Funds directly, but only
   through the variable annuity contracts and variable life insurance policies
   offered through the separate accounts of participating insurance companies.
   You should refer to the prospectus of the participating insurance company's
   separate account for information on how to purchase a variable annuity
   contract or variable life insurance policy, how to select specific USAllianz
   VIP Funds as investment options for your contract or policy and how to redeem
   monies from the Funds.

                                       25
<PAGE>   26

  SHAREHOLDER INFORMATION


                                PURCHASE AND REDEMPTION OF SHARES


                                CONTINUED


   Orders for the purchase and redemption of shares of a Fund received before
   the NYSE closes are effected at the net asset value per share determined as
   of the close of trading on the NYSE (generally 4:00 p.m. Eastern time) that
   day. Orders received after the NYSE closes are effected at the next
   calculated net asset value. Payment for redemption will be made by the Funds
   within 7 days after the request is received.

   The Funds may suspend the right of redemption under certain extraordinary
   circumstances in accordance with the rules of the Securities and Exchange
   Commission. The Funds do not assess any fees when they sell or redeem their
   shares.

                                DISTRIBUTION (12b-1) FEES

   12b-1 fees compensate the Distributor and other dealers and investment
   representatives for services and expenses relating to the sale and
   distribution of the Funds' shares. 12b-1 fees are paid from Fund assets on an
   ongoing basis. Over time these fees will increase the cost of your investment
   and may cost you more than paying other types of sales charges.

   Each Fund pays a 12b-1 fee of up to .25% of its average daily net assets.

                                DIVIDENDS, DISTRIBUTIONS AND TAXES


   Any income a Fund receives is paid out, less expenses, in the form of
   dividends to its shareholders. Shares begin accruing dividends on the day
   they are purchased. Income dividends on the Growth Fund and Global
   Opportunities Fund are usually paid semi-annually. Income dividends on the
   Money Market Fund, Diversified Assets Fund and Fixed Income Fund are usually
   paid monthly. Capital gains for all Funds are distributed at least annually.


   All dividends and capital gain distributions will be automatically reinvested
   in additional shares of a Fund at the net asset value of such shares on the
   payment date.

   Each Fund is treated as a separate corporate entity for tax purposes. Each
   Fund intends to elect to be treated as a regulated investment company and
   each Fund intends to qualify for such treatment for each taxable year under
   Subchapter M of the Internal Revenue Code of 1986, as amended. Provided that
   a Fund and a separate account investing in the Fund satisfy applicable tax
   requirements, any distributions from the Fund to the separate account will be
   exempt from current federal income taxation to the extent that such
   distributions accumulate in a variable annuity contract or a variable life
   insurance contract.

   Persons investing in variable annuity contracts or variable life insurance
   contracts should refer to the prospectuses with respect to such contracts for
   further information regarding the tax treatment of the contracts and the
   separate accounts in which the contracts are invested.

                                       26
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For more information about the Funds, the following documents are available free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS (REPORTS):

Each Fund's annual and semi-annual reports to shareholders contain additional
information about the Funds' investments. In the annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected each Fund's performance during its last fiscal year. As of the date of
this Prospectus, the Funds have not yet issued any Reports.

STATEMENT OF ADDITIONAL INFORMATION (SAI):

The SAI provides more detailed information about the Funds, including their
respective operations and investment policies. It is incorporated by reference
and is legally considered a part of this Prospectus.

You can get free copies of Reports and the SAI, or request other information and
discuss your questions about the USAllianz VIP Funds by contacting a broker or
bank that sells the Funds. Or contact the Funds at:

                           USALLIANZ VIP FUNDS
                           3435 STELZER ROAD
                           COLUMBUS, OHIO 43219
                           TELEPHONE: 1-877-833-7113
                           E-MAIL:
                           [email protected]

You can review the Funds' Reports and the SAI at the Public Reference Room of
the Securities and Exchange Commission in Washington, D.C. Call 1-800-SEC-0330
for information on the operation of the Public Reference Room. This information
is also available on the SEC's internet site at http://www.sec.gov.

Investment Company Act file no. 811-9491.


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