ALLIANZ LIFE VARIABLE ACCOUNT B
497, 1999-01-19
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Profile of the
Franklin
Valuemark Charter Variable Annuity Contract

ALLIANZ LIFE INSURANCE COMPANY
OF NORTH AMERICA

   
January 5, 1999
    

This profile is a summary of some of the more  important  points that you should
consider and know before  purchasing  the Franklin  Valuemark  Charter  Variable
Annuity  Contract  with a fixed  account  option.  The  Contract  is more  fully
described in the  prospectus  which  accompanies  this profile.  Please read the
prospectus carefully.



1. THE FRANKLIN VALUEMARK CHARTER VARIABLE ANNUITY CONTRACT

The Franklin  Valuemark  Charter  variable annuity contract with a fixed account
offered by Allianz Life Insurance  Company of North America  (Allianz Life) is a
contract  between you, the owner,  and Allianz Life, an insurance  company.  The
Contract provides a means for investing on a tax-deferred basis. The Contract is
intended for retirement  savings or other  long-term  investment  purposes.  The
Contract provides for a death benefit and guaranteed annuity income options.

The Contract has 22 variable  options -- each of which invests in a portfolio of
Franklin Valuemark Funds and a fixed account of Allianz Life. The portfolios are
managed by Franklin Advisers, Inc. and its Templeton and Franklin affiliates.  A
list of the  available  portfolios  is  contained in Section 4.  Depending  upon
market  conditions,  you can  make or lose  money in the  Contract  based on the
portfolios'  investment  performance.  The  portfolios  are  designed to offer a
better return than the fixed account, however, this is not guaranteed.

The fixed  account  offers an interest  rate that is guaranteed by Allianz Life.
Your initial interest rate is set on the date when your money is invested in the
fixed account and remains  effective for one year.  Initial  interest  rates are
declared  monthly.  If you select the fixed account,  your money will be held in
our general account with principal and interest backed by Allianz Life.

Currently,  you can put your  money  in 10  investment  choices  at any one time
(which  includes  any of the 22  variable  options  and the  Allianz  Life fixed
account).  Allianz  Life has the right to limit the number of  variable  options
which you may invest in at any one time (now or in the future).

   
Like  all  deferred  annuity  contracts,  your  Contract  has  two  phases:  the
accumulation  phase and the payout phase.  During the accumulation  phase,  your
earnings  accumulate  on a  tax-deferred  basis and are based on the  investment
performance  of the  portfolio(s)  you select and/or the interest rate earned on
the money you have in the fixed  account.  During the  accumulation  phase,  the
earnings  are taxed as income only when you make a  surrender.  The payout phase
occurs when you begin receiving regular payments from your Contract.  The amount
of the payments you may receive during the payout phase depends in part upon the
amount  of  money  you  are  able to  accumulate  in your  Contract  during  the
accumulation phase.
    



2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)

You can receive monthly annuity  payments from your Contract by selecting one of
the following annuity options (all of these options assume you are the owner and
the annuitant):

(1) payments for your life;

(2) payments for your life,  but if you die before  payments  have been made for
the guaranteed period you selected,  payments will continue for the remainder of
the guaranteed period (5, 10, 15 or 20 years);

(3) payments  during the joint  lifetime of you and the joint  annuitant -- when
either of you die, payments will continue as long as the survivor lives;

(4) payments  during the joint lifetime of you and the joint  annuitant,  but if
you and  the  joint  annuitant  die  before  payments  have  been  made  for the
guaranteed period you selected,  payments will continue for the remainder of the
guaranteed period (5, 10, 15 or 20 years); and

   
(5)  payments  during your life  ending with the last  payment due prior to your
death with a  guarantee  that at your death  Allianz  Life will make a refund to
your  beneficiary  if the value of the  payments  made is less  than the  amount
applied to the annuity option.
    

Once you begin  receiving  regular  annuity  payments,  you cannot  change  your
annuity option or surrender your Contract.

During the payout phase, you may select from the variable  options  available or
the fixed account for your investment choices.  You may elect to receive annuity
payments as a variable payout, a fixed payout,  or a combination of both. If you
choose to have any part of your payments based on portfolio  performance  (i.e.,
variable payout),  the dollar amount of your annuity payments may go up or down,
depending on the investment performance of the portfolios you choose.



3. PURCHASE

You can buy the Contract with $25,000 or more. You can add $250 or more any time
you like during the accumulation phase. Your registered  representative can help
you fill out the proper  forms.  You and the  annuitant  cannot be older than 85
years old at the time you buy the Contract.  This product is not appropriate for
market timers.



4. INVESTMENT OPTIONS

You may select the Allianz Life fixed account and/or the variable  options which
invest in Class 2 shares  of the  following  portfolios  of  Franklin  Valuemark
Funds:

PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME:
Money Market Fund

PORTFOLIOS SEEKING
CURRENT INCOME:
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund

PORTFOLIOS SEEKING
GROWTH AND INCOME:
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS SEEKING
CAPITAL GROWTH:
Capital  Growth  Fund  
Global  Health  Care  Securities  Fund  
Mutual  Discovery Securities  Fund  
Natural  Resources  Securities  Fund 
Small Cap Fund  
Templeton Developing   Markets  Equity  Fund   
Templeton   Global  Growth  Fund  
Templeton International Equity Fund 
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

The  portfolios  are fully  described  in the attached  prospectus  for Franklin
Valuemark   Funds.  You  can  make  or  lose  money  based  on  the  portfolios'
performance.



5. EXPENSES

The Contract has insurance features and investment features, and there are costs
related to each.

o The annual  insurance  charges for your  Contract  depend on the death benefit
(traditional or enhanced) that you select when you buy the Contract.  The annual
insurance  charges total 1.15%  (traditional  death benefit) or 1.35%  (enhanced
death  benefit) of the average  daily value of your  Contract  allocated  to the
variable options.

o Each year Allianz Life also  deducts a $40  contract  maintenance  charge from
your Contract. Allianz Life currently waives this charge if the cumulative value
of all your  Franklin  Valuemark  Charter  Contracts  (registered  with the same
social security number) are at least $100,000.

o There are also annual portfolio operating expenses,  which vary depending upon
the  portfolios  you  select.  These  expenses  range  from .70% to 1.72% of the
average daily value of the portfolios' Class 2 shares.

o You can  transfer  between  investment  choices up to 12 times a year  without
charge.  After 12 transfers,  the charge is $25 or 2% of the amount transferred,
whichever is less. Market timing transfers may not be permitted.

o Allianz  Life does not assess a surrender  charge,  or a  contingent  deferred
sales charge if you make a surrender (partial or total) from the Contract.

o Allianz  Life may assess a state  premium tax charge which ranges from 0%-3.5%
(depending upon the state) when you die, start receiving  annuity  payments,  or
make a complete surrender.

We have provided the  following  charts to help you  understand  the expenses in
your  Contract.  Chart 1 is for  Contracts  with the  traditional  death benefit
option.  Chart 2 is for Contracts  with the enhanced death benefit  option.  The
column "Total Annual Insurance  Charges"  includes the $40 contract  maintenance
charge  which has been  converted  to a percentage  and is  represented  as .10%
below.  The column "Total Annual  Expenses"  shows the total of the $40 contract
maintenance  charge (which has been converted to a percentage and is represented
as .10%  below),  the  insurance  charges  (which  either  total 1.15% or 1.35%,
depending  upon the death benefit you  selected) and the total annual  portfolio
expenses for each portfolio.



The next two columns  show you two  examples of the  expenses,  in dollars,  you
would pay under a Contract.  The examples  assume that you invested  $1,000 in a
Contract which earns 5% annually and that you surrender  your  Contract:  (1) at
the end of year 1, and (2) at the end of year 10.

The premium tax is assumed to be 0% in both examples.

These are just examples.  They do not represent past or future expenses.  Actual
expenses may be higher or lower than those shown.

<TABLE>
<CAPTION>
CHART 1 - EXPENSES FOR CONTRACTS WITH TRADITIONAL DEATH BENEFIT:

                                                                Total
                                                    Total       Annual                           EXAMPLES:
                                                    Annual      Class 2         Total
                                                    Insurance   Portfolio       Annual           Expenses at end of:
Variable Option                                     Charges     Expenses        Expenses         1 Year      10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>              <C>        <C>              <C>         <C>
Capital Growth                                      1.25%            1.07%      2.32%            $24         $265

Global Health Care Securities                       1.25%            1.16%      2.41%            $24         $275

Global Utilities Securities                         1.25%             .80%      2.05%            $21         $237

Growth and Income                                   1.25%             .79%      2.04%            $21         $236

High Income                                         1.25%             .83%      2.08%            $21         $241

Income Securities                                   1.25%             .80%      2.05%            $21         $237

Money Market                                        1.25%             .83%      2.08%            $21         $241

Mutual Discovery Securities                         1.25%            1.36%      2.61%            $26         $295

Mutual Shares Securities                            1.25%            1.10%      2.35%            $24         $268

Natural Resources Securities                        1.25%             .99%      2.24%            $23         $257

Real Estate Securities                              1.25%             .84%      2.09%            $21         $242

Rising Dividends                                    1.25%            1.04%      2.29%            $23         $262

Small Cap                                           1.25%            1.07%      2.32%            $24         $265

Templeton Developing Markets Equity                 1.25%            1.72%      2.97%            $30         $329

Templeton Global Asset Allocation                   1.25%            1.24%      2.49%            $25         $283

Templeton Global Growth                             1.25%            1.18%      2.43%            $25         $277

Templeton Global Income Securities                  1.25%             .92%      2.17%            $22         $250

Templeton International Equity                      1.25%            1.19%      2.44%            $25         $278

Templeton International Smaller Companies           1.25%            1.36%      2.61%            $26         $295

Templeton Pacific Growth                            1.25%            1.33%      2.58%            $26         $292

U.S. Government Securities                          1.25%             .80%      2.05%            $21         $237

Value Securities                                    1.25%            1.11%      2.36%            $24         $270


</TABLE>
<TABLE>
<CAPTION>
CHART 2 - EXPENSES FOR CONTRACTS WITH ENHANCED DEATH BENEFIT:

                                                                Total
                                                    Total       Annual                           EXAMPLES:
                                                    Annual      Class 2         Total
                                                    Insurance   Portfolio       Annual           Expenses at end of:
Variable Option                                     Charges     Expenses        Expenses         1 Year      10 Years
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>              <C>        <C>              <C>         <C>
Capital Growth                                      1.45%            1.07%      2.52%            $26         $286

Global Health Care Securities                       1.45%            1.16%      2.61%            $26         $295

Global Utilities Securities                         1.45%             .80%      2.25%            $23         $258

Growth and Income                                   1.45%             .79%      2.24%            $23         $257

High Income                                         1.45%             .83%      2.28%            $23         $261

Income Securities                                   1.45%             .80%      2.25%            $23         $258

Money Market                                        1.45%             .83%      2.28%            $23         $261

Mutual Discovery Securities                         1.45%            1.36%      2.81%            $28         $314

Mutual Shares Securities                            1.45%            1.10%      2.55%            $26         $289

Natural Resources Securities                        1.45%             .99%      2.44%            $25         $278

Real Estate Securities                              1.45%             .84%      2.29%            $23         $262

Rising Dividends                                    1.45%            1.04%      2.49%            $25         $283

Small Cap                                           1.45%            1.07%      2.52%            $26         $286

Templeton Developing Markets Equity                 1.45%            1.72%      3.17%            $32         $348

Templeton Global Asset Allocation                   1.45%            1.24%      2.69%            $27         $302

Templeton Global Growth                             1.45%            1.18%      2.63%            $27         $297

Templeton Global Income Securities                  1.45%             .92%      2.37%            $24         $271

Templeton International Equity                      1.45%            1.19%      2.64%            $27         $298

Templeton International Smaller Companies           1.45%            1.36%      2.81%            $28         $314

Templeton Pacific Growth                            1.45%            1.33%      2.78%            $28         $311

U.S. Government Securities                          1.45%             .80%      2.25%            $23         $258

Value Securities                                    1.45%            1.11%      2.56%            $26         $290

</TABLE>
The expenses for the newly  formed  Class 2 shares of each  portfolio  have been
estimated.  Estimates  are  based  on the  Class  2 Rule  12b-1  Plan  and  each
portfolio's historical Class 1 share expenses or, for the new Global Health Care
Securities and Value  Securities  Funds,  estimated Class 1 share expenses.  For
more detailed information, see the Fee Table in the prospectus for the Contract.



6. TAXES

You do not have to pay taxes on any earnings  until you withdraw money from your
Contract.  In most cases, if you take money out, earnings come out first and are
taxed as income.  If you are younger than 591/2 when you take money out, you may
be  charged a 10%  federal  tax  penalty  on the  taxable  amounts  surrendered.
Payments during the payout phase are considered partly a return of your original
investment.  That part of each payment is not taxable as income. If the Contract
is tax-qualified, the entire payment may be taxable.



7. ACCESS TO YOUR MONEY

   
You may make a surrender at any time during the accumulation  phase. Any partial
surrender  must be for at least $500.  You may request a surrender  or elect the
Systematic  Withdrawal  Program or the Minimum  Distribution  Program  which are
briefly described in Section 10 of this Profile. Of course, you may also have to
pay income taxes and a tax penalty on any money you take out of the Contract.
    



8. PERFORMANCE

The value of the Contract will vary up or down depending upon the performance of
the portfolio(s) you choose.

The following charts show total returns for the Contracts for the periods shown.
Chart 1 shows the performance  for Contracts with the traditional  death benefit
and Chart 2 shows  performance  for Contracts  with the enhanced  death benefit.
Performance  is not shown for the Global  Health  Care  Securities  Fund and the
Value  Securities  Fund  because  they began  operations  on May 1, 1998.  These
numbers reflect the insurance charges,  the contract  maintenance charge and the
operating  expenses of the  portfolios.  Although  the  Contracts  are new,  the
performance assumes your Contract was invested in the portfolios for the periods
shown.  Because the portfolios' Class 2 shares are new, the performance is based
on the historical  performance of the portfolios' Class 1 shares. Class 2 shares
have  12b-1 plan  expenses  currently  equal to .30% per year which will  affect
future performance. Past performance is not a guarantee of future results.


<TABLE>
<CAPTION>
CHART 1

                                                                        Calendar Year
- ---------------------------------------------------------------------------------------------------------------------------

Variable Option                      1997       1996       1995       1994       1993       1992       1991       1990
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>        <C>        <C>       <C>          <C>        <C>       <C>        <C>
Capital Growth                      16.86%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Global Utilities Securities         25.21%      5.74%     29.76%    -12.67%      9.17%      7.37%     23.08%      0.59%

Growth and Income                   26.18%     12.78%     31.22%     -3.24%      8.95%      5.39%     22.10%     -3.56%

High Income                         10.17%     12.49%     18.30%     -3.47%     14.32%     14.82%     28.55%     -9.81%

Income Securities                   15.65%      9.90%     20.90%     -7.44%     17.15%     11.83%     38.23%     -8.60%

Money Market                         3.94%      3.85%      4.45%      2.54%      1.27%      1.78%      4.18%      6.29%

Mutual Discovery Securities         17.90%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Mutual Shares Securities            16.29%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Natural Resources Securities       -20.00%      2.70%      1.08%     -3.21%     53.75%    -11.26%      2.54%    -15.07%

Real Estate Securities              19.22%     31.19%     16.08%      1.62%     17.55%     10.71%     31.88%    -13.08%

Rising Dividends                    31.41%     22.65%     28.16%     -5.27%     -4.66%        N/A        N/A        N/A

Small Cap                           15.98%     27.49%        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Developing
Markets Equity                      -9.86%     20.09%      1.50%        N/A        N/A        N/A        N/A        N/A

</TABLE>


<TABLE>
<CAPTION>
CHART 1 (cont.)

                                                                        Calendar Year
- ---------------------------------------------------------------------------------------------------------------------------

Variable Option                      1997       1996       1995       1994       1993       1992       1991       1990
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>         <C>
Templeton Global Asset Allocation   10.34%     18.35%        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Global Growth             12.10%     19.79%     11.33%        N/A        N/A        N/A        N/A        N/A

Templeton Global Income Securities   1.20%      8.28%     13.27%     -6.17%     15.25%     -1.62%     10.91%      8.43%

Templeton International Equity      10.31%     21.46%      9.23%     -0.38%     27.01%        N/A        N/A        N/A

Templeton International
Smaller Companies                   -2.73%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Pacific Growth           -36.78%      9.72%      6.64%     -9.93%     46.08%        N/A        N/A        N/A

U.S. Government Securities           7.96%      2.32%     18.00%     -5.74%      8.36%      6.33%     14.46%      7.57%

</TABLE>
<TABLE>
<CAPTION>

CHART 2

                                                                        Calendar Year
- ---------------------------------------------------------------------------------------------------------------------------

Variable Option                      1997       1996       1995       1994       1993       1992       1991       1990
- ---------------------------------------------------------------------------------------------------------------------------

<S>                                 <C>        <C>        <C>       <C>         <C>        <C>        <C>        <C>
Capital Growth                      16.62%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Global Utilities Securities         24.96%      5.52%     29.50%    -12.85%      8.96%      7.15%     22.84%      0.39%

Growth and Income                   25.93%     12.55%     30.95%     -3.43%      8.73%      5.18%     21.86%     -3.75%

High Income                          9.95%     12.26%     18.06%     -3.66%     14.10%     14.59%     28.30%     -9.99%

Income Securities                   15.42%      9.67%     20.66%     -7.62%     16.92%     11.61%     37.95%     -8.78%

Money Market                         3.74%      3.64%      4.24%      2.34%      1.07%      1.57%      3.97%      6.08%

Mutual Discovery Securities         17.67%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Mutual Shares Securities            16.05%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Natural Resources Securities       -20.16%      2.49%      0.88%     -3.40%     53.45%    -11.44%      2.33%    -15.24%

Real Estate Securities              18.98%     30.92%     15.85%      1.42%     17.32%     10.48%     31.62%    -13.25%

Rising Dividends                    31.14%     22.40%     27.91%     -5.46%     -4.85%        N/A        N/A        N/A

Small Cap                           15.75%     27.23%        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Developing
Markets Equity                     -10.04%     19.85%      1.30%        N/A        N/A        N/A        N/A        N/A

Templeton Global Asset Allocation   10.12%     18.12%        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Global Growth             11.88%     19.54%     11.11%        N/A        N/A        N/A        N/A        N/A

Templeton Global Income Securities   1.00%      8.06%     13.04%     -6.36%     15.02%     -1.82%     10.69%      8.21%

Templeton International Equity      10.09%     21.21%      9.01%     -0.58%     26.75%        N/A        N/A        N/A

Templeton International
Smaller Companies                   -2.92%        N/A        N/A        N/A        N/A        N/A        N/A        N/A

Templeton Pacific Growth           -36.91%      9.50%      6.43%    -10.11%     45.79%        N/A        N/A        N/A

U.S. Government Securities           7.74%      2.11%     17.76%     -5.93%      8.14%      6.12%     14.23%      7.36%

</TABLE>


9. DEATH BENEFIT

If you die during the  accumulation  phase, the person you have selected as your
beneficiary will receive a death benefit. At the time you purchase the Contract,
you must select  either the  traditional  death  benefit  option or the enhanced
death benefit option. Once selected, you cannot change it.

If you select the traditional death benefit option,  the amount of death benefit
will be the greater of:

(1) the value of your Contract, less any applicable premium taxes; or

(2) any payments  you have made,  less any  surrenders  and  applicable  premium
taxes.

If you select the enhanced death benefit option, the amount of the death benefit
will be the greater of:

(1) the value of your Contract, less any applicable premium taxes; or

(2) the guaranteed minimum death benefit, less any applicable premium tax.

  The guaranteed minimum death benefit is the greater of:

   (a) the sum of all payments you have made, less any surrenders; or

   (b) the  greatest  value of your  Contract  Anniversaries  prior to your 86th
birthday  (your  Contract  Anniversaries  equal the value of your  Contract on a
Contract  anniversary,  increased  by the amount of any  payments  you have made
since that  anniversary,  less the amount of any  surrenders you have made since
that anniversary).

10. OTHER INFORMATION

Free Look.  If you cancel the  Contract  within 10 days after  receiving  it (or
whatever  period is required in your  state),  you will  receive  whatever  your
Contract is worth on the day we receive your  request.  This may be more or less
than your original payment. (Some states require that we return your payment.)

No Probate. In most cases, when you die, your beneficiary will receive the death
benefit without going through probate.

Purchasing Considerations. The Franklin
Valuemark  Charter  Variable  Annuity  Contract is designed  for people  seeking
long-term tax deferred accumulation of assets, generally for retirement or other
long-term  purposes.  The tax deferred  feature is most  attractive to people in
high federal and state tax brackets. You should not buy this Contract if you are
looking for a short-term  investment or if you cannot accept the risk of getting
back less money than you put in.


Additional Features

The Contract offers additional  features which you might be interested in. These
include:

Automatic  Investment  Plan - You can  automatically  add to your  Contract on a
monthly  or  quarterly  basis  for  as  little  as  $100.  You  can do  this  by
electronically transferring monies from your savings or checking account.

Dollar  Cost  Averaging  Program - You can  arrange to have a regular  amount of
money automatically transferred from selected variable options to other variable
options  each month.  Theoretically  this can give you a lower  average cost per
unit over time than a single one time purchase. However, there are no guarantees
that this will take place.

Flexible  Rebalancing - Allianz Life will  automatically  readjust your Contract
value among the variable options to maintain your specified allocation mix. This
can be done quarterly, semi-annually or annually.

Systematic  Withdrawal  Program - You can elect to receive  monthly or quarterly
payments from Allianz Life while your Contract is in the accumulation  phase. Of
course,  you may have to pay tax  penalties  and  income  taxes on the money you
receive.

Minimum  Distribution  Program - You can  arrange to have money sent to you each
month or quarter to meet certain required  distribution  requirements imposed by
the Internal Revenue Code generally after age 701/2.

These  features are not available in all states and may not be suitable for your
particular situation.



11. INQUIRIES

If you have any questions about your Contract or need more  information,  please
contact us at:

            Valuemark Service Center
            300 Berwyn Park
            P.O. Box 3031
            Berwyn, PA 19312-0031
            (800) 624-0197


             THE FRANKLINVALUEMARK CHARTER VARIABLE ANNUITY CONTRACT
                                    issued by
                         ALLIANZ LIFE VARIABLE ACCOUNT B
                                       and
                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

This  prospectus  describes  the Franklin  Valuemark  Charter  Variable  Annuity
Contract with a Fixed Account offered by Allianz Life Insurance Company of North
America (Allianz Life).

The  annuity  has 22  Variable  Options,  each of  which  invests  in one of the
Portfolios  of Franklin  Valuemark  Funds  listed  below and a Fixed  Account of
Allianz Life. You can select up to 10 investment  choices (which includes any of
the  Variable  Options  and the Fixed  Account).  The Fixed  Account  may not be
available in your state.

FRANKLIN VALUEMARK FUNDS:
PORTFOLIO SEEKING STABILITY
OF PRINCIPAL AND INCOME
Money Market Fund

PORTFOLIOS SEEKING CURRENT INCOME
High Income Fund
Templeton Global Income Securities Fund
U.S. Government Securities Fund

PORTFOLIOS SEEKING
GROWTH AND INCOME
Global Utilities Securities Fund
Growth and Income Fund
Income Securities Fund
Mutual Shares Securities Fund
Real Estate Securities Fund
Rising Dividends Fund
Templeton Global Asset Allocation Fund
Value Securities Fund

PORTFOLIOS  SEEKING  CAPITAL  GROWTH 
Capital  Growth  Fund  
Global  Health Care Securities Fund 
Mutual Discovery  Securities Fund 
Natural  Resources  Securities Fund 
Small Cap Fund 
Templeton  Developing  Markets Equity Fund 
Templeton  Global Growth Fund 
Templeton International Equity Fund
Templeton International Smaller Companies Fund
Templeton Pacific Growth Fund

Please read this prospectus  before investing and keep it for future  reference.
It contains important  information about the Franklin Valuemark Charter Variable
Annuity Contract with a Fixed Account.

   
To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the Statement of Additional Information (SAI) dated January 5, 1999. The
SAI has been filed with the  Securities  and  Exchange  Commission  (SEC) and is
legally a part of this  prospectus.  The Table of Contents of the SAI is on page
19 of this prospectus.  The SEC maintains a Web site  (http://www.sec.gov)  that
contains the SAI, material incorporated by reference and other information about
companies  that file  electronically  with the SEC.  For a free copy of the SAI,
call us at (800) 342-3863 or write us at:
1750 Hennepin Avenue, Minneapolis, Minnesota 55403-2195.
    

The Franklin Valuemark Charter Variable Annuity Contracts:
o are not bank deposits
o are not federally insured
o are not endorsed by any bank or government agency
o are not guaranteed and may be subject to loss of principal

The  Securities and Exchange  Commission  has not approved or disapproved  these
securities  or  determined  if this  prospectus  is  truthful or  complete.  Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction in which we are not authorized to sell these securities. You should
rely  only  on the  information  contained  in this  prospectus  or that we have
referred you to. We have not authorized  anyone to provide you with  information
that is different.

   
Dated: January 5, 1999
    


TABLE OF CONTENTS
                                                   Page
INDEX OF TERMS ...................................    3
FEE TABLE ........................................    4
 1. THE FRANKLIN VALUEMARK CHARTER
VARIABLE ANNUITY CONTRACT ........................    8
    Contract Owner ...............................    8
    Joint Owner ..................................    8
    Annuitant ....................................    8
    Beneficiary ..................................    8
    Assignment  ..................................    8
 2. ANNUITY PAYMENTS
(THE PAYOUT PHASE) ...............................    9
    Annuity Options ..............................    9
 3. PURCHASE .....................................   10
    Purchase Payments ............................   10
    Automatic Investment Plan ....................   10
    Allocation of Purchase Payments ..............   10
    Free Look ....................................   10
    Accumulation Units ...........................   11
 4. INVESTMENT OPTIONS ...........................   11
    Transfers ....................................   12
    Dollar Cost Averaging Program ................   12
    Flexible Rebalancing .........................   13
    Financial Advisers -
Asset Allocation Programs ........................   13
    Voting Privileges ............................   13
    Substitution .................................   13
 5. EXPENSES .....................................   13
    Insurance Charges ............................   13
     Mortality and Expense Risk Charge ...........   13
     Administrative Charge .......................   14
    Contract Maintenance Charge ..................   14
    Transfer Fee .................................   14
    Premium Taxes ................................   14
    Income Taxes .................................   14
    Portfolio Expenses ...........................   14
 6. TAXES ........................................   14
    Annuity Contracts in General .................   15
    Qualified and Non-Qualified Contracts ........   15
    Multiple Contracts ...........................   15
    Surrenders - Non-Qualified Contracts .........   15
    Surrenders - Qualified Contracts .............   15
    Surrenders - Tax-Sheltered Annuities .........   15
    Diversification ..............................   16
 7. ACCESS TO YOUR MONEY .........................   16
    Systematic Withdrawal Program ................   16
    Minimum Distribution Program .................   16
    Suspension of Payments or Transfers ..........   16
 8. PERFORMANCE ..................................   17
 9. DEATH BENEFIT ................................   17
    Upon Your Death ..............................   17
    Death of Annuitant ...........................   18
10. OTHER INFORMATION ............................   18
    Allianz Life .................................   18
    Year 2000 ....................................   18
    The Separate Account .........................   18
    Distribution .................................   19
    Administration ...............................   19
    Financial Statements .........................   19
       
TABLE OF CONTENTS
OF THE STATEMENT OF
ADDITIONAL INFORMATION ...........................   19

   
INDEX OF TERMS
This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However, there are some technical terms used which are capitalized in
the  prospectus.  The page  that is  indicated  below is where you will find the
definition for the word or term.
                                                   Page
Accumulation Phase ...............................    8
Accumulation Unit ................................   11
Annuitant ........................................    8
Annuity Options ..................................    9
Annuity Payments .................................    9
Annuity Unit .....................................   11
Beneficiary ......................................    8
Contract .........................................    8
Contract Owner ...................................    8
Fixed Account ....................................    8
Income Date ......................................    9
Joint Owner ......................................    8
Non-Qualified ....................................   15
Payout Phase .....................................    8
Portfolios .......................................   11
Purchase Payment .................................   10
Qualified ........................................   15
Tax Deferral .....................................   15
Variable Option ..................................    8
    


FEE TABLE
- ----------------------------------------------------------------------------

The purpose of this Fee Table is to help you  understand the costs of investing,
directly or indirectly,  in the Contract. The Fee Table reflects expenses of the
Separate Account as well as the Portfolios.

Contract Owner Transaction Fees

Transfer Fee* ...........................................  First 12 transfers in
a  Contract  year  are  free.  Thereafter,  the  fee is $25 or 2% of the  amount
transferred,  if less. Dollar Cost Averaging transfers and Flexible  Rebalancing
transfers are not counted.

Contract Maintenance Charge**  ...........................  $40 per Contract per
                                                            year

Separate Account Annual Expenses
(as a percentage of average account value)
                                           Contracts with  Contracts with
                                             Traditional      Enhanced
                                            Death Benefit   Death Benefit
                                            --------------------------------
Mortality and Expense Risk Charge .......       1.00%        1.20%
Administrative Charge ...................        .15%         .15%
                                            -----------     ---------
Total Separate Account Annual Expenses ..       1.15%        1.35%

*The  Contract  provides that if more than three  transfers  have been made in a
Contract year,  Allianz Life reserves the right to deduct a transfer fee. Market
timing transfers may not be permitted.

**During  the  Accumulation  Phase,  the  charge  is waived if the value of your
Contract  is at least  $100,000.  If you own more  than one  Franklin  Valuemark
Charter  Contract  (registered  with the same social security  number),  we will
determine the total value of all your Contracts.  If the total value of all your
Contracts is at least $100,000, the charge is waived.



<TABLE>
<CAPTION>
Franklin Valuemark Funds' Annual Expenses: Class 2 Shares
(as a percentage of Franklin Valuemark Funds' average net assets)

The Management and Portfolio  Administration  Fees for each  Portfolio are based on a percentage of that  Portfolio's  net assets.
Class 2 shares have a distribution  plan which is referred to as a Rule 12b-1 plan. See the  accompanying  prospectus for Franklin
Valuemark Funds for a description of these fees and the Rule 12b-1 plan.  While the maximum amount payable under each  Portfolio's
Class 2 Rule 12b-1 plan is .35% per year of the Portfolio's  average daily net assets, the Board of Trustees of Franklin Valuemark
Funds has set the current rate at .30% per year.  Because  Class 2 shares are new,  the figures  below (other than 12b-1 fees) are
estimates based on the historical  expenses of each portfolio's  Class 1 shares,  except as noted.  Future Portfolio  expenses may
differ.

                                                                      Management
                                                                     and Portfolio                           Total Annual
                                                                 Administration Fees112b-1 FeesOther Expenses  Expenses
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>           <C>         <C>          <C>
   
Capital Growth Fund .............................................        .75%          .30%        .02%         1.07%
Global Health Care Securities Fund2 .............................        .75%          .30%        .22%         1.27%
Global Utilities Securities Fund ................................        .47%          .30%        .03%          .80%
Growth and Income Fund ..........................................        .47%          .30%        .02%          .79%
High Income Fund ................................................        .50%          .30%        .03%          .83%
Income Securities Fund ..........................................        .47%          .30%        .03%          .80%
Money Market Fund ...............................................        .51%          .30%        .02%          .83%
Mutual Discovery Securities Fund ................................        .95%          .30%        .11%         1.36%
Mutual Shares Securities Fund ...................................        .75%          .30%        .05%         1.10%
Natural Resources Securities Fund ...............................        .62%          .30%        .07%          .99%
Real Estate Securities Fund .....................................        .51%          .30%        .03%          .84%
Rising Dividends Fund ...........................................        .72%          .30%        .02%         1.04%
Small Cap Fund ..................................................        .75%          .30%        .02%         1.07%
Templeton Developing Markets Equity Fund ........................       1.25%          .30%        .17%         1.72%
Templeton Global Asset Allocation Fund ..........................        .80%          .30%        .14%         1.24%
Templeton Global Growth Fund ....................................        .83%          .30%        .05%         1.18%
Templeton Global Income Securities Fund .........................        .56%          .30%        .06%          .92%
Templeton International Equity Fund .............................        .80%          .30%        .09%         1.19%
Templeton International Smaller Companies Fund ..................       1.00%          .30%        .06%         1.36%
Templeton Pacific Growth Fund ...................................        .92%          .30%        .11%         1.33%
U.S. Government Securities Fund .................................        .48%          .30%        .02%          .80%
Value Securities Fund2 ..........................................        .75%          .30%        .19%         1.24%


<FN>
1The Portfolio  Administration Fee is a direct expense for the Global Health Care Securities Fund, the Mutual Discovery Securities
Fund, the Mutual Shares Securities Fund, the Templeton Global Asset Allocation Fund, the Templeton International Smaller Companies
Fund, and the Value Securities Fund;  other  Portfolios pay for similar  services  indirectly  through the Management Fee. See the
accompanying Franklin Valuemark Funds prospectus for further information regarding these fees.


2The Global Health Care Securities Fund and the Value  Securities Fund commenced  operations May 1, 1998. The expenses shown above
for these Portfolios are therefore estimated for 1998.
</FN>
</TABLE>
    

<TABLE>
<CAPTION>
Examples o There are two sets of examples below.  The examples in Chart 1 assume you have selected the traditional  death benefit.
The examples in Chart 2 assume you have  selected the  enhanced  death  benefit.  The  examples  below should not be  considered a
representation of past or future expenses. Actual expenses may be greater or less than those shown.

o The $40 contract  maintenance  charge is included in the Examples as a prorated charge of $1. Since the average Contract size is
greater than $1,000, the contract maintenance charge is reduced accordingly.

o Premium taxes are not reflected in the tables. Premium taxes may apply.

o For additional information, see Section 5 - "Expenses" and the Franklin Valuemark Funds prospectus.

Chart 1 - Contracts with Traditional Death Benefit Option

You would pay the following expenses on a $1,000  investment,  assuming a 5% annual return on your money regardless of whether you
surrender your Contract at the end of each time period:

Variable Option                                                                    1 Year    3 Years   5 Years  10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>       <C>      <C>       <C>
   
Capital Growth .................................................................     $24       $72      $124      $265
Global Health Care Securities* .................................................     $26       $78      $134      $286
Global Utilities Securities ....................................................     $21       $64      $110      $237
Growth and Income ..............................................................     $21       $64      $110      $236
High Income ....................................................................     $21       $65      $112      $241
Income Securities ..............................................................     $21       $64      $110      $237
Money Market ...................................................................     $21       $65      $112      $241
Mutual Discovery Securities ....................................................     $26       $81      $139      $295
Mutual Shares Securities .......................................................     $24       $73      $125      $268
Natural Resources Securities ...................................................     $23       $70      $120      $257
Real Estate Securities .........................................................     $21       $65      $112      $242
Rising Dividends ...............................................................     $23       $72      $122      $262
Small Cap ......................................................................     $24       $72      $124      $265
Templeton Developing Markets Equity ............................................     $30       $92      $156      $329
Templeton Global Asset Allocation ..............................................     $25       $78      $133      $283
Templeton Global Growth ........................................................     $25       $76      $130      $277
Templeton Global Income Securities .............................................     $22       $68      $116      $250
Templeton International Equity .................................................     $25       $76      $130      $278
Templeton International Smaller Companies ......................................     $26       $81      $139      $295
Templeton Pacific Growth .......................................................     $26       $80      $137      $292
U.S. Government Securities .....................................................     $21       $64      $110      $237
Value Securities* ..............................................................     $25       $78      $133      $283
<FN>
*Estimated
</FN>
</TABLE>
    


<TABLE>
<CAPTION>
Chart 2 - Contracts with Enhanced Death Benefit Option

You would pay the following expenses on a $1,000  investment,  assuming a 5% annual return on your money regardless of whether you
surrender your Contract at the end of each time period:

Variable Option                                                                    1 Year    3 Years   5 Years  10 Years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>       <C>      <C>       <C>
   
Capital Growth .................................................................     $26       $78      $134      $286
Global Health Care Securities* .................................................     $28       $84      $144      $305
Global Utilities Securities ....................................................     $23       $70      $120      $258
Growth and Income ..............................................................     $23       $70      $120      $257
High Income ....................................................................     $23       $71      $122      $261
Income Securities ..............................................................     $23       $70      $120      $258
Money Market ...................................................................     $23       $71      $122      $261
Mutual Discovery Securities ....................................................     $28       $87      $148      $314
Mutual Shares Securities .......................................................     $26       $79      $136      $289
Natural Resources Securities ...................................................     $25       $76      $130      $278
Real Estate Securities .........................................................     $23       $72      $122      $262
Rising Dividends ...............................................................     $25       $78      $133      $283
Small Cap ......................................................................     $26       $78      $134      $286
Templeton Developing Markets Equity ............................................     $32       $98      $166      $348
Templeton Global Asset Allocation ..............................................     $27       $84      $143      $302
Templeton Global Growth ........................................................     $27       $82      $140      $297
Templeton Global Income Securities .............................................     $24       $74      $127      $271
Templeton International Equity .................................................     $27       $82      $140      $298
Templeton International Smaller Companies ......................................     $28       $87      $148      $314
Templeton Pacific Growth .......................................................     $28       $86      $147      $311
U.S. Government Securities .....................................................     $23       $70      $120      $258
Value Securities* ..............................................................     $27       $84      $143      $302
    

<FN>
*Estimated
</FN>
</TABLE>


1. THE FRANKLIN VALUEMARK CHARTER VARIABLE ANNUITY CONTRACT

This  prospectus  describes a variable  deferred  annuity  contract with a Fixed
Account offered by Allianz Life.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Allianz  Life),  where the insurance  company  promises to pay you (or
someone else you choose) an income, in the form of Annuity Payments. The Annuity
Payments  must  begin on a  designated  date  that is at least  two years in the
future. Until you decide to begin receiving Annuity Payments, your annuity is in
the Accumulation Phase. Once you begin receiving Annuity Payments, your Contract
switches to the Payout Phase.

The Contract  benefits  from Tax Deferral.  Tax Deferral  means that you are not
taxed on any earnings or  appreciation  on the assets in your Contract until you
take money out of your Contract.

You have 23 investment  choices - the 22 Variable  Options each of which invests
in one of the  Portfolios of Franklin  Valuemark  Funds and the Fixed Account of
Allianz Life. The Contract is called a variable  annuity  because you can choose
among 22 Variable Options and, depending upon market conditions, you can make or
lose money in the Contract based on the investment performance of the Portfolios
of Franklin  Valuemark  Funds.  The  Portfolios  are  designed to offer a better
return than the Fixed Account.  However,  this is not guaranteed.  If you select
the variable  annuity portion of the Contract,  the amount of money you are able
to accumulate in your Contract  during the  Accumulation  Phase depends in large
part upon the investment  performance of the Portfolio(s) you select. The amount
of the Annuity  Payments  you receive  during the Payout Phase from the variable
annuity  portion of the Contract also depends in large part upon the  investment
performance of the Portfolios you select for the Payout Phase.

The Contract also contains a Fixed Account. The Fixed Account offers an interest
rate that is  guaranteed  by Allianz  Life for all  deposits  you make  within a
twelve month  period.  Your initial  interest  rate is set on the date when your
money is invested  in the Fixed  Account  and  remains  effective  for one year.
Initial  interest rates are declared  monthly.  Allianz Life guarantees that the
interest credited to the Fixed Account will not be less than 3% per year. If you
select  the Fixed  Account,  your money  will be placed  with the other  general
assets of Allianz  Life.  Allianz Life may change the terms of the Fixed Account
in the future - please contact Allianz Life for the most current terms.

If you select the Fixed Account,  the amount of money you are able to accumulate
in your Contract during the  Accumulation  Phase depends upon the total interest
credited to your Contract. 

We will not make any changes to your Contract without your permission  except as
may be required by law.

Contract Owner

You, as the Contract Owner, have all the rights under the Contract. The Contract
Owner is as designated at the time the Contract is issued,  unless changed.  You
may change Contract Owners at any time. This may be a taxable event.  You should
consult with your tax adviser before doing this.

Joint Owner

The Contract can be owned by Joint Owners. Any Joint Owner must be the spouse of
the other Contract Owner (except in Pennsylvania,  Oregon and New Jersey).  Upon
the  death  of  either  Joint  Owner,  the  surviving  Joint  Owner  will be the
designated  Beneficiary.  Any  other  Beneficiary  designation  at the  time the
Contract  was  issued or as may have been  later  changed  will be  treated as a
contingent Beneficiary unless otherwise indicated.

Annuitant

The Annuitant is the natural person on whose life we base Annuity Payments.  You
name an  Annuitant.  You may change the  Annuitant at any time before the Income
Date  unless  the  Contract  is  owned  by  a  non-individual  (for  example,  a
corporation).

Beneficiary

The  Beneficiary  is the  person(s)  or  entity  you name to  receive  any death
benefit.  The  Beneficiary  is named at the time the  Contract is issued  unless
changed at a later date.  Unless an irrevocable  Beneficiary has been named, you
can change the Beneficiary or contingent Beneficiary.

Assignment

You can assign the Contract at any time during your lifetime.  Allianz Life will
not be bound by the  assignment  until it  receives  the  written  notice of the
assignment.  Allianz  Life will not be liable for any payment or other action we
take in accordance with the Contract before we receive notice of the assignment.
Any assignment  made after the death benefit has become payable can only be done
with our  consent.  AN  ASSIGNMENT  MAY BE A TAXABLE  EVENT.  

If the  Contract is issued  pursuant to a Qualified  plan,  you may be unable to
assign the Contract.

2. ANNUITY PAYMENTS
(THE PAYOUT PHASE)
- ------------------------------------------------------------------------------

You can receive  regular  monthly income  payments under your Contract.  You can
choose the month and year in which those payments  begin.  We call that date the
Income Date. Your Income Date must be the first day of a calendar month and must
be at least 2 years after you buy the Contract. You can also choose among income
plans. We call those Annuity Options.

We ask you to choose your Income Date when you  purchase the  Contract.  You can
change it at any time before the Income Date with 30 days notice to us.  Annuity
Payments  must begin by the  Annuitant's  85th  birthday or 10 years (5 years in
Pennsylvania)  from the date the Contract was issued,  whichever is later.  This
limitation  may not apply when the Contract is issued to a charitable  remainder
trust.  You (or someone you designate)  will receive the Annuity  Payments.  You
will receive tax reporting on those payments.

If you do not choose an Annuity  Option prior to the Income Date, we will assume
that  you  selected  Option  2 which  provides  a life  annuity  with 5 years of
guaranteed payments.

You may elect to receive your  Annuity  Payments as a variable  payout,  a fixed
payout,  or a  combination  of both.  Under a fixed  payout,  all of the Annuity
Payments will be the same dollar amount  (equal  installments).  If you choose a
variable payout, you can select from the available  Variable Options.  If you do
not tell us otherwise,  your Annuity  Payments  will be based on the  investment
allocations that were in place on the Income Date.

If you  choose  to have  any  portion  of your  Annuity  Payments  based  on the
investment  performance  of the Variable  Option(s),  the dollar  amount of your
payments will depend upon three things:

1) the value of your Contract in the Variable Option(s) on the Income Date,

2) the assumed investment rate (AIR) used in the annuity table for the Contract,
and

3) the performance of the Variable Option(s) you selected.

You can choose a 3%, 5% or 7% AIR. If the actual performance  exceeds the 3%, 5%
or 7% AIR you selected,  your Annuity Payments will increase.  Similarly, if the
actual rate is less than 3%, 5% or 7% (you selected), your Annuity Payments will
decrease.

Annuity Options

You can choose one of the following  Annuity Options or any other Annuity Option
you want and that Allianz Life agrees to provide.  After Annuity Payments begin,
you cannot change the Annuity Option.

OPTION 1. LIFE ANNUITY. Under this option, we will make monthly Annuity Payments
so long as the  Annuitant is alive.  After the  Annuitant  dies,  we stop making
Annuity Payments.

OPTION 2. LIFE ANNUITY WITH 5, 10, 15 or 20 YEAR PAYMENTS GUARANTEED. Under this
option, we will make monthly Annuity Payments so long as the Annuitant is alive.
However, if the Annuitant dies before the end of the selected guaranteed period,
we will continue to make Annuity Payments to you or any person you designate for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments after the Annuitant's death, you can ask us for a single lump sum.

OPTION 3.  JOINT AND LAST  SURVIVOR  ANNUITY.  Under this  option,  we will make
monthly  Annuity  Payments  during the joint  lifetime of the  Annuitant and the
joint Annuitant. When the Annuitant dies, if the joint Annuitant is still alive,
we will  continue  to make  Annuity  Payments,  so long as the  joint  Annuitant
continues  to live.  The  amount  of the  Annuity  Payments  we will make to the
Contract  Owner can be equal to 100%,  75% or 50% of the  amount  that was being
paid when both Annuitants were alive. The monthly Annuity Payments will end when
the last surviving Annuitant dies.

OPTION 4. JOINT AND LAST  SURVIVOR  ANNUITY  WITH 5, 10, 15 or 20 YEAR  PAYMENTS
GUARANTEED.  Under this option, we will make monthly Annuity Payments during the
joint  lifetime of the  Annuitant  and the joint  Annuitant.  When the Annuitant
dies,  if the joint  Annuitant is still alive,  we will continue to make Annuity
Payments,  so long as the surviving  Annuitant continues to live, at 100% of the
amount that was being paid when both were alive. If, when the last death occurs,
we have made Annuity Payments for less than the selected  guaranteed  period, we
will  continue to make Annuity  Payments to you or any person you  designate for
the  rest  of the  guaranteed  period.  If you do not  want to  receive  Annuity
Payments after the Annuitant's death, you can ask us for a single lump sum.

OPTION 5. REFUND LIFE ANNUITY.  Under this option,  we will make monthly Annuity
Payments during the Annuitant's lifetime.  The last Annuity Payment will be made
before the Annuitant dies and if the value of the Annuity  Payments is less than
the value annuitized, then the Contract Owner will receive a refund as set forth
in the Contract.

3. PURCHASE
- -------------------------------------------------------------------------------

Purchase Payments

A Purchase Payment is the money you invest in the Contract.  The minimum payment
Allianz Life will accept is $25,000.  The maximum  amount we will accept without
our prior approval is $1 million.  You can make additional  Purchase Payments of
$250 or more (or as low as $100 if you have  selected the  Automatic  Investment
Plan).  Allianz  Life may, at its sole  discretion,  waive the  minimum  payment
requirements.  We reserve the right to decline any Purchase Payment. At the time
you buy the Contract,  you and the Annuitant  cannot be older than 85 years old.
This product is not designed for professional market timing organizations, other
entities, or persons using programmed, large or frequent transfers.

Automatic Investment Plan

The  Automatic  Investment  Plan  (AIP) is a program  which  allows  you to make
additional Purchase Payments to your Contract on a monthly or quarterly basis by
electronic  transfer of monies from your  savings or checking  account.  You may
participate in this program by completing the appropriate  form. We must receive
your form by the first of the month in order for AIP to begin  that same  month.
Investments  will take place on the 20th of the month, or the next business day.
The minimum  investment that can be made by AIP is $100. You may stop AIP at any
time you want. We need to be notified by the first of the month in order to stop
or change AIP that month.  If AIP is used for a Qualified  Contract,  you should
consult your tax adviser for advice regarding maximum contributions.

Allocation of Purchase Payments

   
When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Account and/or one or more of the Variable  Options you have selected.  We
ask that you allocate your money in either whole  percentages  or round dollars.
The Fixed Account may not be available in your state (check with your registered
representative).  Transfers  do  not  change  the  allocation  instructions  for
payments.  You can instruct us how to allocate  additional Purchase Payments you
make.  If you do not instruct us, we will  allocate them in the same way as your
previous  instructions  to us. You may change the allocation of future  payments
without  fee,   penalty  or  other  charge  upon  written  notice  or  telephone
instructions  to the Valuemark  Service  Center.  A change will be effective for
payments  received on or after we receive your notice or  instructions.  Allianz
Life  reserves  the right to limit the number of Variable  Options  that you may
invest in at one time. Currently,  you may invest in up to 10 investment choices
at any one time (which  includes any of the 22 Variable  Options which invest in
the Portfolios of Franklin  Valuemark  Funds listed in Section 4 and the Allianz
Life Fixed Account).  We may change this in the future.  However, we will always
allow you to invest in at least five Variable Options.
    

Once we receive your Purchase  Payment,  the necessary  information  and federal
funds (federal funds means monies credited to a bank's account with its regional
federal  reserve  bank),  we will issue your  Contract and  allocate  your first
Purchase  Payment  within  2  business  days.  If you do not  give us all of the
information we need, we will contact you or your  registered  representative  to
get it. If for some  reason we are  unable to  complete  this  process  within 5
business  days,  we will either send back your money or get your  permission  to
keep it until we get all of the necessary  information.  If you make  additional
Purchase  Payments,  we will credit these  amounts to your  Contract  within one
business day. Our business day closes when the New York Stock  Exchange  closes,
which is usually at 4:00 p.m. Eastern time.

Free Look

If you change your mind about owning the  Contract,  you can cancel it within 10
days after receiving it (or the period required in your state). You will receive
back  whatever  your  Contract is worth on the day we receive your  request.  In
certain  states,  or if you have  purchased  the  Contract  as an IRA, we may be
required  to give you back your  Purchase  Payment if you decide to cancel  your
Contract  within 10 days after  receiving it (or whatever  period is required in
your state).  If that is the case, we reserve the right to allocate your initial
Purchase  Payment in the Money  Market  Fund for 15 days  after we receive  your
first Purchase Payment.  (In some states,  the period may be longer.) At the end
of that  period,  we will  re-allocate  your money as you  selected.  Currently,
however, we will directly allocate your money to the Variable Options and/or the
Fixed Account as you have selected.

Accumulation Units

The value of the portion of your Contract allocated to the Variable Options will
go up or down based upon the investment  performance of the Variable Options you
choose.  The value of your  Contract  will also  depend on the  expenses  of the
Contract.  In  order  to keep  track of the  value  of your  Contract,  we use a
measurement  called  an  Accumulation  Unit  (which  is like a share of a mutual
fund). During the Payout Phase of the Contract we call it an Annuity Unit.

Every  business  day we  determine  the value of an  Accumulation  Unit for each
Variable  Option by  multiplying  the  Accumulation  Unit value for the previous
period by a factor for the current period. The factor is determined by:

1.  dividing  the value of a Portfolio  at the end of the current  period by the
value of a Portfolio for the previous period; and

2. multiplying it by one minus the daily amount of the insurance charges and any
charges for taxes.

   
The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your Purchase  Payment  allocated to a Variable Option.
The number of  Accumulation  Units credited is determined by dividing the amount
of the  Purchase  Payment  allocated  to a  Variable  Option by the value of the
corresponding Accumulation Unit.
    

We  calculate  the value of each  Accumulation  Unit  after  the New York  Stock
Exchange closes each day and then credit your Contract.

Example:

On Wednesday we receive an additional  Purchase  Payment of $3,000 from you. You
have told us you want this to go to the  Growth and  Income  Fund.  When the New
York Stock Exchange closes on that Wednesday,  we determine that the value of an
Accumulation  Unit based on an  investment  in the  Growth  and  Income  Fund is
$12.50.  We then divide  $3,000 by $12.50 and credit your  Contract on Wednesday
night with 240 Accumulation Units.

4. INVESTMENT OPTIONS
- -------------------------------------------------------------------------------

   
The  Contract  offers  Variable  Options,  which  invest in Class 2 shares of 22
Portfolios of Franklin Valuemark Funds. The Contract also offers a Fixed Account
of Allianz Life. Additional Portfolios may be available in the future.
    

YOU SHOULD READ THE FRANKLIN  VALUEMARK FUNDS  PROSPECTUS  (WHICH IS ATTACHED TO
THIS PROSPECTUS) CAREFULLY BEFORE INVESTING.

Franklin  Valuemark  Funds (Trust) is the mutual fund  underlying your Contract.
Each Portfolio has its own investment objective. The Trust issues two classes of
shares which are described in the accompanying  Trust  prospectus.  Only Class 2
shares are available in connection with the Franklin  Valuemark Charter Variable
Annuity  Contract.  Class 2 shares  have Rule  12b-1 Plan  expenses.  Investment
managers  for each  Portfolio  are listed in the table below and are as follows:
Franklin Advisers,  Inc. (FA), Franklin Advisory Services,  Inc. (FAS), Franklin
Mutual Advisers,  Inc. (FMA),  Templeton Asset Management Ltd. (TAM),  Templeton
Global Advisors Limited (TGA),  and Templeton  Investment  Counsel,  Inc. (TIC).
Certain  managers have retained one or more affiliated  subadvisers to help them
manage the Portfolios.

The following is a list of the Portfolios available under the Contract:
<TABLE>
<CAPTION>

                                              Investment
Available Portfolios                           Managers
- -------------------------------------------------------------------------------
<S>                                               <C>
Portfolio Seeking Stability
of Principal and Income
Money Market Fund ...........................     FA

Portfolios Seeking
Current Income
High Income Fund ............................     FA
Templeton Global Income Securities Fund .....     FA
U.S. Government Securities Fund .............     FA

Portfolios Seeking
Growth and Income
Global Utilities Securities Fund ............     FA
Growth and Income Fund ......................     FA
Income Securities Fund ......................     FA
Mutual Shares Securities Fund ...............     FMA
Real Estate Securities Fund .................     FA
Rising Dividends Fund .......................     FAS
Templeton Global Asset Allocation Fund ......     TGA
Value Securities Fund .......................     FAS

Portfolios Seeking
Capital Growth
Capital Growth Fund .........................     FA
Global Health Care Securities Fund ..........     FA
Mutual Discovery Securities Fund ............     FMA
Natural Resources Securities Fund ...........     FA
Small Cap Fund ..............................     FA
Templeton Developing Markets
 Equity Fund ................................     TAM
Templeton Global Growth Fund ................     TGA
Templeton International Equity Fund .........     FA
Templeton International Smaller
 Companies Fund .............................     TIC
Templeton Pacific Growth Fund ...............     FA
- -------------------------------------------------------------------------------
</TABLE>

Franklin  Valuemark Funds serves as the underlying mutual fund for variable life
insurance  policies offered by Allianz Life and other variable annuity contracts
offered by Allianz Life and its  affiliates.  Franklin  Valuemark Funds does not
believe that offering its shares in this manner will be disadvantageous to you.

Transfers

You can transfer  money among the 22 Variable  Options and/or the Fixed Account.
Allianz Life currently  allows you to make as many transfers as you want to each
year. Allianz Life may change this practice in the future. However, this product
is not designed for  professional  market timing  organizations or other persons
using programmed,  large, or frequent transfers. Such activity may be disruptive
to a  Portfolio.  We reserve the right to reject any specific  Purchase  Payment
allocation or transfer  request from any person,  if in the Portfolio  managers'
judgment,  a Portfolio would be unable to invest  effectively in accordance with
its  investment  objectives  and policies,  or would  otherwise  potentially  be
adversely affected.

Your Contract  provides that you can make 3 transfers every year without charge.
However,  currently  Allianz Life  permits you to make 12  transfers  every year
without charge. We measure a year from the anniversary of the day we issued your
Contract.  You can make a transfer  to or from the Fixed  Account and to or from
any Variable  Option.  If you make more than 12 transfers in a year,  there is a
transfer fee deducted. The fee is $25 per transfer or, if less, 2% of the amount
transferred. The following applies to any transfer:

1. The minimum  amount  which you can transfer is $1,000 or your entire value in
the Variable Option or Fixed Account, if less. This requirement is waived if the
transfer is in  connection  with the Dollar Cost  Averaging  Program or Flexible
Rebalancing (which are described below).

2. We may not allow you to make transfers during the free look period.

3. Your request for a transfer  must clearly state which  Variable  Option(s) or
the Fixed Account is involved in the transfer.

4. Your request for a transfer must clearly state how much the transfer is for.

5. You cannot make any  transfers  within 7 calendar days prior to the date your
first Annuity Payment is due.

6. During the Payout  Phase,  you may not make a transfer  from a fixed  Annuity
Option to a variable Annuity Option.

7. During the Payout  Phase,  you can make at least one transfer from a variable
Annuity Option to a fixed Annuity Option.

Allianz Life has reserved the right to modify the transfer provisions subject to
the guarantees described above and subject to applicable state law.

You can make transfers by telephone.  We may allow you to authorize someone else
to make  transfers by telephone on your behalf.  If you own the Contract  with a
Joint Owner,  unless  Allianz Life is  instructed  otherwise,  Allianz Life will
accept  instructions  from either one of you.  Allianz Life will use  reasonable
procedures to confirm that instructions given to us by telephone are genuine. If
we do  not  use  such  procedures,  we may  be  liable  for  any  losses  due to
unauthorized or fraudulent instructions. Allianz Life tape records all telephone
instructions.

Dollar Cost Averaging Program

   
The Dollar Cost Averaging  Program allows you to  systematically  transfer a set
amount of money each month or quarter from any one Variable  Option or the Fixed
Account to up to eight of the other Variable Options. The Variable Option(s) you
transfer from may not be the Variable Option(s) you transfer to in this program.
By allocating  amounts on a regularly  scheduled basis, as opposed to allocating
the total amount at one  particular  time,  you may be less  susceptible  to the
impact of market  fluctuations.  You may only participate in this program during
the Accumulation Phase.

Dollar Cost Averaging requires a $3,000 minimum investment and participation for
at least six months (or two quarters).  All Dollar Cost Averaging transfers will
be made on the 10th day of the month  unless that day is not a business  day. If
it is not,  then the transfer  will be made the next business day. You may elect
this program by properly  completing  the Dollar Cost Averaging form provided by
Allianz Life.
    

Your participation in the program will end when any of the following occurs: (1)
the number of desired transfers have been made; (2) you do not have enough money
in the Variable  Option(s) or Fixed  Account to make the transfer (if less money
is available,  that amount will be transferred under the program and the program
will end);  (3) you request to  terminate  the  program  (your  request  must be
received by us by the first of the month to terminate  that  month);  or (4) the
Contract is terminated.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
You may not  participate  in the Dollar  Cost  Averaging  Program  and  Flexible
Rebalancing at the same time.

Flexible Rebalancing

Once your money has been invested,  the  performance of the Portfolios may cause
your chosen  allocation to shift.  Flexible  Rebalancing is designed to help you
maintain your specified allocation mix among the different Variable Options. You
can direct us to readjust your  Contract  value on a quarterly,  semi-annual  or
annual basis to return to your original  Variable Option  allocations.  Flexible
Rebalancing  transfers will be made on the 20th day of the month unless that day
is not a  business  day.  If it is not,  then the  transfer  will be made on the
previous day. If you  participate  in Flexible  Rebalancing,  the transfers made
under the program are not taken into account in  determining  any transfer  fee.
The Fixed Account is not permitted to be part of Flexible Rebalancing.

Financial Advisers -
Asset Allocation Programs

Allianz  Life  understands  the  importance  of advice from a financial  adviser
regarding your investments in the Contract (asset allocation  program).  Certain
investment  advisers  have  made  arrangements  with us to make  their  services
available to you.  Allianz Life has not made any  independent  investigation  of
these advisers and is not endorsing such programs.  You may be required to enter
into an advisory  agreement with your  investment  adviser to have the fees paid
out of your Contract during the Accumulation Phase.

Allianz Life will,  pursuant to an agreement with you, make a partial withdrawal
from the  value  of your  Contract  to pay for the  services  of the  investment
adviser.  If the Contract is Non-Qualified,  the withdrawal will be treated like
any other  distribution  and may be  included  in gross  income for  federal tax
purposes  and, if you are under age 591/2,  may be subject to a tax penalty.  If
the Contract is  Qualified,  the  withdrawal  for the payment of fees may not be
treated as a taxable  distribution  if certain  conditions  are met.  You should
consult a tax adviser  regarding  the tax treatment of the payment of investment
adviser fees from your Contract.

Voting Privileges

Allianz  Life is the  legal  owner  of the  Trust's  Class 2  Portfolio  shares.
However,  when a Portfolio  solicits  proxies in conjunction  with a shareholder
vote which affects your investment,  Allianz Life will obtain from you and other
affected  Contract Owners  instructions as to how to vote those shares.  When we
receive those instructions,  we will vote all of the shares we own in proportion
to those instructions.  This will also include any shares that Allianz Life owns
on its own behalf.  Should Allianz Life determine that it is no longer  required
to comply with the above, we will vote the shares in our own right.

Substitution

Allianz Life may substitute  one of the Variable  Options you have selected with
another Variable Option.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.

5. EXPENSES
- -------------------------------------------------------------------------------

There are charges and other  expenses  associated  with the  Contract  that will
reduce your investment return. These charges and expenses are:

Insurance Charges

Each day, Allianz Life makes a deduction for its insurance charges. Allianz Life
does this as part of its calculation of the value of the Accumulation  Units and
the Annuity Units. The insurance charge has two parts:
1) the mortality and expense risk charge and 2) the administrative charge.

Mortality and Expense Risk Charge.  The amount of the Mortality and Expense Risk
Charge for your Contract  depends upon the death benefit  option you select when
you buy the Contract.  If you choose the traditional death benefit option,  this
charge is equal,  on an annual basis, to 1.00% of the average daily value of the
Contract invested in a Variable Option, after the deduction of expenses.  If you
choose the enhanced  death benefit  option,  this charge is equal,  on an annual
basis,  to 1.20%  of the  average  daily  value of the  Contract  invested  in a
Variable Option, after the deduction of expenses. This charge compensates us for
all the insurance benefits provided by your Contract (for example, the guarantee
of annuity rates, the death benefits,  certain expenses related to the Contract,
and for  assuming  the risk  (expense  risk) that the  current  charges  will be
insufficient in the future to cover the cost of administering the Contract).

Administrative  Charge. This charge is equal, on an annual basis, to .15% of the
average  daily value of the Contract  invested in a Variable  Option,  after the
deduction  of  expenses.  This charge,  together  with the contract  maintenance
charge (which is explained below),  is for all the expenses  associated with the
administration of the Contract.  Some of these expenses include:  preparation of
the Contract,  confirmations,  annual  reports and  statements,  maintenance  of
contract records,  personnel costs,  legal and accounting fees, filing fees, and
computer and systems costs.

Contract Maintenance Charge

Every year on the anniversary of the date when your Contract was issued, Allianz
Life deducts $40 from your Contract as a contract  maintenance charge. (In South
Carolina, if your Contract is in force on the 20th Contract anniversary, we will
waive the  contract  maintenance  charge that is to be  deducted  after the 20th
Contract anniversary).  This charge is for administrative  expenses (see above).
This charge can not be increased.

However,  during the  Accumulation  Phase,  if the value of your  Contract is at
least  $100,000 when the  deduction  for the charge is to be made,  Allianz Life
will not deduct this charge. If you own more than one Franklin Valuemark Charter
Contract,  Allianz  Life will  determine  the total  value of all your  Franklin
Valuemark  Charter  Contracts.  If the  total  value of all  Franklin  Valuemark
Charter  Contracts  registered under the same social security number is at least
$100,000,  Allianz Life will not assess the contract  maintenance charge. If the
Contract is owned by a non-natural  person (e.g., a  corporation),  Allianz Life
will look to the Annuitant to determine if it will assess the charge.

If you make a complete  surrender from your Contract,  the contract  maintenance
charge  will also be  deducted.  During the  Payout  Phase,  the charge  will be
collected monthly out of each Annuity Payment.

Transfer Fee

You can make 12 free  transfers  every  year.  We measure a year from the day we
issue your Contract. If you make more than 12 transfers a year, we will deduct a
transfer fee of $25 or 2% of the amount that is transferred,  whichever is less,
for  each  additional  transfer.  If the  transfer  is part of the  Dollar  Cost
Averaging Program or Flexible Rebalancing,  it will not count in determining the
transfer fee.

Premium Taxes

Some states and other governmental entities (e.g.,
municipalities)   charge  premium  taxes  or  similar  taxes.  Allianz  Life  is
responsible  for the payment of these  taxes and will make a deduction  from the
value of the Contract for them. Some of these taxes are due when the Contract is
issued, others are due when Annuity Payments begin. It is Allianz Life's current
practice to not charge you for these taxes until you die, Annuity Payments begin
or a  complete  surrender  is made.  Allianz  Life may some  time in the  future
discontinue  this  practice  and assess the charge when the tax is due.  Premium
taxes generally range from 0% to 3.5% of the Purchase Payment,  depending on the
state.

Income Taxes

Allianz Life reserves the right to deduct from the Contract for any income taxes
which it may incur  because  of the  Contract.  Currently,  Allianz  Life is not
making any such deductions.

Portfolio Expenses

There are  deductions  from the assets of the various  Portfolios  for operating
expenses  (including  management fees),  which are described in the Fee Table in
this prospectus and the accompanying prospectus for Franklin Valuemark Funds.

6. TAXES
- --------------------------------------------------------------------------------

   
Note: Allianz Life has prepared the following  information on taxes as a general
discussion of the subject.  It is not intended as tax advice. You should consult
your own tax adviser  about your own  circumstances.  Allianz  Life has included
additional   information   regarding   taxes  in  the  Statement  of  Additional
Information.
    

Annuity Contracts in General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Basically, these rules provide that you will not be taxed on any earnings on the
money  held in your  annuity  Contract  until  you take the money  out.  This is
referred to as Tax Deferral. There are different rules regarding how you will be
taxed  depending  upon how you take the  money  out and the type of  Contract  -
Qualified or Non-Qualified (see following sections).

You, as the Contract Owner,  will not be taxed on increases in the value of your
Contract  until a  distribution  occurs  either  as a  surrender  or as  Annuity
Payments. When you make a surrender you are taxed on the amount of the surrender
that is earnings. For Annuity Payments, different rules apply. A portion of each
Annuity Payment you receive will be treated as a partial return of your Purchase
Payments and will not be taxed.  The  remaining  portion of the Annuity  Payment
will be treated as ordinary  income.  How the Annuity Payment is divided between
taxable and non-taxable  portions depends upon the period over which the Annuity
Payments  are  expected to be made.  Annuity  Payments  received  after you have
received all of your Purchase Payments are fully includible in income.

When a  Non-Qualified  Contract  is  owned  by a  non-natural  person  (e.g.,  a
corporation or certain other entities other than a trust holding the Contract as
an agent for a natural person), the Contract will generally not be treated as an
annuity  for tax  purposes.  This means that the  Contract  may not  receive the
benefits of Tax Deferral. Income may be taxed as ordinary income every year.

Qualified and Non-Qualified Contracts

If you purchase the Contract under a Qualified  plan,  your Contract is referred
to  as a  Qualified  Contract.  Examples  of  Qualified  plans  are:  Individual
Retirement Annuities (IRAs),  Tax-Sheltered  Annuities (sometimes referred to as
403(b)  contracts) and pension and  profit-sharing  plans,  which include 401(k)
plans and H.R. 10 plans.  If you do not purchase the Contract  under a Qualified
plan, your Contract is referred to as a Non-Qualified Contract.

Multiple Contracts

The Code provides that multiple Non-Qualified annuity contracts which are issued
within a calendar year period to the same  Contract  Owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035 exchange will be considered issued in the year of the exchange. You
should  consult a tax adviser  prior to purchasing  more than one  Non-Qualified
annuity contract in any calendar year period.

Surrenders - Non-Qualified Contracts

If you make a surrender from your Contract,  the Code treats such a surrender as
first coming from earnings and then from your Purchase Payments.  In most cases,
such surrendered  earnings are includible in income. The Code also provides that
any amount received under an annuity contract which is included in income may be
subject  to a tax  penalty.  The  amount of the  penalty  is equal to 10% of the
amount that is includible  in income.  Some  surrenders  will be exempt from the
penalty. They include any amounts: (1) paid on or after the taxpayer reaches age
591/2;  (2) paid after you die;(3) paid if the taxpayer becomes totally disabled
(as that term is  defined in the  Code);  (4) paid in a series of  substantially
equal  payments  made  annually  (or more  frequently)  for life or a period not
exceeding life  expectancy;  (5) paid under an immediate  annuity;  or (6) which
come from purchase payments made prior to August 14, 1982.

Surrenders - Qualified Contracts

The above  information  describing the taxation of Non-Qualified  Contracts does
not apply to Qualified Contracts.  There are special rules that govern Qualified
Contracts.  A more complete discussion of surrenders from Qualified Contracts is
contained in the Statement of Additional Information.

Surrenders - Tax-Sheltered Annuities

The Code limits the surrender of Purchase  Payments made by Contract Owners from
certain  Tax-Sheltered  Annuities.  Surrenders  can only be made when a Contract
Owner:  (1) reaches age 591/2;  (2) leaves  his/her job;  (3) dies;  (4) becomes
disabled (as that term is defined in the Code);  or (5) in the case of hardship.
However,  in the case of hardship,  the Contract  Owner can only  surrender  the
Purchase Payments and not any earnings.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity contract. Allianz Life believes that the Portfolios are being managed so
as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the underlying  investments,  and not Allianz Life,
would be  considered  the  owner of the  shares  of the  Portfolios.  If you are
considered the owner of the shares,  it will result in the loss of the favorable
tax treatment  for the Contract.  It is unknown to what extent under federal tax
law Contract Owners are permitted to select Portfolios,  to make transfers among
the Portfolios or the number and type of Portfolios  Contract  Owners may select
from  without  being  considered  the owner of the  shares.  If any  guidance is
provided which is considered a new position,  then the guidance would  generally
be applied  prospectively.  However,  if such guidance is considered not to be a
new position, it may be applied retroactively.  This would mean that you, as the
owner of the Contract, could be treated as the owner of the Portfolios.

Due to the  uncertainty in this area,  Allianz Life reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

7. ACCESS TO YOUR MONEY
- -------------------------------------------------------------------------------

You can have access to the money in your Contract:

(1) by making a surrender (either a partial or a total surrender);

(2) by receiving Annuity Payments; or

(3) when a death benefit is paid to your Beneficiary.

Surrenders can only be made during the Accumulation Phase.

When you make a complete surrender you will receive the value of the Contract on
the day you  made  the  surrender  less any  premium  tax and less any  contract
maintenance  charge.  (See  Section  5 -  "Expenses"  for a  discussion  of  the
charges.)

Any partial surrender must be for at least $500 and, unless you instruct Allianz
Life  otherwise,  will be made  pro-rata  from all the Variable  Options and the
Fixed Account you selected.  Allianz Life requires that after you make a partial
surrender the value of your Contract must be at least $5,000.

We will pay the amount of any surrender  from the Variable  Options within seven
(7) days of when we receive your request in good order unless the  Suspension of
Payments or Transfers provision is in effect (see below).

INCOME TAXES, TAX PENALTIES AND CERTAIN  RESTRICTIONS MAY APPLY TO ANY SURRENDER
YOU MAKE.

There are limits to the amount you can surrender  from a Qualified plan referred
to as a 403(b) plan. For a more complete explanation see Section 6 - "Taxes" and
the discussion in the SAI.

Systematic Withdrawal Program

Allianz  Life offers a program  which  provides  automatic  monthly or quarterly
payments to you each year.  All systematic  withdrawals  will be made on the 9th
day of the month unless that day is not a business  day. If it is not,  then the
surrender will be made the previous business day.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO SYSTEMATIC
WITHDRAWALS.

Minimum Distribution Program

If you own a Contract that is an Individual  Retirement  Annuity (IRA),  you may
select the Minimum Distribution Program.  Under this program,  Allianz Life will
make payments to you from your Contract that are designed to meet the applicable
minimum distribution  requirements imposed by the Code for IRAs. If the value of
your Contract is at least  $25,000,  Allianz Life will make payments to you on a
monthly or quarterly basis.

Suspension of Payments or Transfers

Allianz Life may be required to suspend or postpone  payments for  surrenders or
transfers for any period when:

1. the New York Stock  Exchange  is closed  (other  than  customary  weekend and
holiday closings);

2. trading on the New York Stock Exchange is restricted;

3. an emergency  exists as a result of which disposal of the Portfolio shares is
not reasonably practicable or Allianz Life cannot reasonably value the Portfolio
shares;

4. during any other  period when the  Securities  and  Exchange  Commission,  by
order, so permits for the protection of Contract Owners.

Allianz Life has reserved the right to defer payment for a surrender or transfer
from the Fixed Account for the period permitted by law but not for more than six
months.

8. PERFORMANCE
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Allianz  Life  periodically  advertises  performance  of the  Variable  Options.
Allianz Life will calculate  performance by determining the percentage change in
the value of an Accumulation  Unit by dividing the increase  (decrease) for that
unit by the value of the Accumulation Unit at the beginning of the period.  This
performance number reflects the deduction of the insurance  charges.  It may not
reflect  the  deduction  of any  applicable  contract  maintenance  charge.  The
deduction  of any  applicable  contract  maintenance  charge  would  reduce  the
percentage increase or make greater any percentage  decrease.  Any advertisement
will also  include  average  annual  total  return  figures  which  reflect  the
deduction of the insurance charges, contract maintenance charge and the expenses
of the  Portfolios.  Allianz  Life may also  advertise  cumulative  total return
information.  Cumulative total return is determined the same way except that the
results  are  not  annualized.   Performance   information  for  the  underlying
Portfolios may also be advertised;  see the Franklin  Valuemark Funds prospectus
for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance history. However, the Contracts are new. In order to demonstrate how
the  historical   investment  experience  of  the  Portfolios  may  affect  your
Accumulation  Unit values,  Allianz Life has  prepared  performance  information
which can be found in the SAI. There is performance  shown which is based on the
historical  performance of the Portfolios'  Class 1 shares,  modified to reflect
the current charges and expenses of your Contract as if the Contract had been in
existence for the time periods shown.  Class 2 shares are new and currently have
Rule 12b-1 plan expenses of .30% per year which will affect future  performance.
The information is based upon the historical experience of the Portfolios' Class
1 shares and does not represent past performance or predict future performance.

Allianz Life may in the future also advertise yield information.  If it does, it
will  provide  you with  information  regarding  how yield is  calculated.  More
detailed  information  regarding how  performance  is calculated is found in the
SAI. Any  performance  advertised  will be based on historical data and does not
guarantee future results of the Portfolios.

9. DEATH BENEFIT
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Upon Your Death

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below).  No death benefit is paid if you die during the
Payout Phase.

The amount of the death  benefit  depends  upon which death  benefit  option you
select.  You must choose a death benefit  option  (traditional  death benefit or
enhanced  death  benefit) when you purchase the  Contract.  Once  selected,  you
cannot  change the death benefit  option.  The Mortality and Expense Risk Charge
for  Contracts  with the  enhanced  death  benefit  option  is  higher  than for
Contracts with the traditional death benefit option.

If you select the  traditional  death  benefit  option,  the amount of the death
benefit will be the greater of:

(1) the value of your Contract, less any applicable premium taxes; or

(2) any payments  you have made,  less any  surrenders  and  applicable  premium
taxes.

If you select the enhanced death benefit option, the amount of the death benefit
will be the greater of:

(1) the value of your Contract, less any applicable premium taxes; or

(2) the guaranteed minimum death benefit less any applicable premium taxes.

   The guaranteed minimum death benefit is the greater of:

  (a) the sum of all payments you have made, less any surrenders; or

  (b) the  greatest  value of your  Contract  Anniversaries  prior to your  86th
birthday  (your  Contract  Anniversaries  equal the value of your  Contract on a
Contract  anniversary,  increased  by the amount of any  payments  you have made
since that  anniversary,  less the amount of any  surrenders you have made since
that anniversary).

If you have a Joint Owner,  the age of the oldest Contract Owner will be used to
determine the  guaranteed  minimum death benefit.  The guaranteed  minimum death
benefit will be reduced by any amounts  surrendered  after the date of death. If
the Contract is owned by a non-natural  person,  then all references to you mean
the Annuitant.

The death  benefits  described  above may not be  available  in your  state.  In
addition,  only one of the options  may be  approved  in your state.  If neither
death benefit is available, the death benefit will be equal to the value of your
Contract  (less any premium taxes) on the close of the business day that Allianz
Life receives proof of the death and payment instructions.

In the case of Joint Owners,  if a Joint Owner dies,  the surviving  Joint Owner
will be  considered  the  Beneficiary.  Joint Owners must be spouses  (except in
Pennsylvania, Oregon and New Jersey).

A Beneficiary may request that the death benefit be paid in one of the following
ways:  (1)  payment of the entire  death  benefit  within 5 years of the date of
death;  or (2) payment of the death benefit under an Annuity  Option.  The death
benefit  payable  under an Annuity  Option  must be paid over the  Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life expectancy.
Payment must begin within one year of the date of death.  If the  Beneficiary is
the spouse of the Contract Owner,  he/she can choose to continue the Contract in
his/her own name at the then current  value,  or if greater,  the death  benefit
value.  If a lump sum  payment is elected  and all the  necessary  requirements,
including  any required tax consent from some states,  are met, the payment will
be made  within 7 days.  Payment of the death  benefit  may be  delayed  pending
receipt of any applicable tax consents and/or forms from a state.

If you (or any Joint  Owner) die  during  the  Payout  Phase and you are not the
Annuitant,  any payments which are remaining  under the Annuity Option  selected
will continue at least as rapidly as they were being paid at your death.  If you
die during the Payout Phase, the Beneficiary becomes the Contract Owner.

Death of Annuitant

If the Annuitant,  who is not a Contract  Owner or Joint Owner,  dies during the
Accumulation  Phase,  you can name a new  Annuitant.  If a new  Annuitant is not
named  within  30 days of the  death  of the  Annuitant,  you  will  become  the
Annuitant.  However,  if the Contract  Owner is a non-natural  person  (e.g.,  a
corporation),  then the death of the  Annuitant  will be treated as the death of
the Contract Owner, and a new Annuitant may not be named.

If the Annuitant dies after Annuity Payments have begun,  the remaining  amounts
payable,  if any, will be as provided for in the Annuity  Option  selected.  The
remaining amounts payable will be paid to the Contract Owner at least as rapidly
as they were being paid at the Annuitant's death.

10. OTHER INFORMATION
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Allianz Life

Allianz Life Insurance  Company of North America  (Allianz Life),  1750 Hennepin
Avenue, Minneapolis,  Minnesota 55403, was organized under the laws of the state
of Minnesota in 1896.  Allianz Life offers fixed and variable life insurance and
annuities  and group  life,  accident  and  health  insurance.  Allianz  Life is
licensed to do business in 49 states and the District of Columbia.  Allianz Life
is a wholly-owned subsidiary of Allianz Versicherungs-AG Holding.

Year 2000

Allianz Life has initiated  programs to ensure that all of the computer  systems
utilized to provide services and administer  policies will function  properly in
the year 2000. An assessment of the total expected costs specifically related to
the year 2000  conversion has been  completed;  the total amounts to be expensed
over the next two years are not expected to have a significant effect on Allianz
Life's financial position or results of operations. Allianz Life believes it has
taken steps that are  reasonably  designed to address the  potential  failure of
computer  systems  used by its  service  providers  and to ensure  its year 2000
program is completed on a timely basis.

The Separate Account

Allianz Life  established a separate  account,  Allianz Life Variable  Account B
(Separate  Account),  to hold the assets that  underlie  the  Contracts,  except
assets  allocated to the Fixed  Account.  The Board of Directors of Allianz Life
adopted a resolution to establish the Separate Account under Minnesota insurance
law on May 31, 1985.  Allianz Life has registered the Separate  Account with the
Securities  and  Exchange  Commission  as a  unit  investment  trust  under  the
Investment  Company Act of 1940.  The Separate  Account is divided into Variable
Options (also known as sub-accounts).  Each Variable Option invests in one Class
of shares of a Portfolio.

The assets of the Separate  Account are held in Allianz Life's name on behalf of
the Separate Account and legally belong to Allianz Life.  However,  those assets
that underlie the variable Contracts are not chargeable with liabilities arising
out of any other business  Allianz Life may conduct.  All the income,  gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Contracts and not against any other  contracts  Allianz Life
may issue.

Distribution

NALAC Financial Plans, LLC (NFP), 1750 Hennepin Avenue,  Minneapolis,  MN 55403,
acts as the  distributor of the Contracts.  NFP is a wholly-owned  subsidiary of
Allianz Life. NFP has subcontracted with Franklin  Advisers,  Inc. for it and/or
certain of its affiliates to provide certain  marketing support services and NFP
compensates these entities for their services.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will be paid  commissions  up to 2.00% of Purchase  Payments and
quarterly  trail  commissions  at an annual rate of 1% beginning 13 months after
the Contract is issued. In addition,  Allianz Life and Franklin  Advisers,  Inc.
and/or their  affiliates may pay certain sellers for other services not directly
related  to the  sale  of the  Contracts  (such  as  special  marketing  support
allowances).  Commissions may be recovered from a  broker-dealer  if a surrender
occurs within 12 months of a Purchase Payment.

Administration

Allianz Life has hired Delaware Valley  Financial  Services,  Inc.  (DVFS),  300
Berwyn Park, Berwyn,  Pennsylvania,  to perform certain administrative  services
regarding the Contracts.  The  administrative  services  include issuance of the
Contracts and maintenance of Contract Owner's records.

Financial statements

The consolidated  financial  statements of Allianz Life and the Separate Account
have been included in the Statement of Additional Information.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
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Insurance Company.................................
Experts ..........................................
Legal Opinions ...................................
Distributor ......................................
Calculation of Performance Data ..................
Federal Tax Status ...............................
Annuity Provisions................................
Mortality and Expense Risk Guarantee .............
Financial Statements .............................






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