ALLIANZ LIFE VARIABLE ACCOUNT B
497, 2000-08-07
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                          THE VARIABLE ANNUITY CONTRACT

                                    issued by

                         ALLIANZ LIFE VARIABLE ACCOUNT B

                                       and

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

This  prospectus  describes  the bonus  variable  annuity  contract with a Fixed
Account  offered by Allianz Life  Insurance  Company of North  America  (Allianz
Life).

The annuity has 37 Sub-Accounts,  each of which invests in one of the Portfolios
listed  below,  and a Fixed  Account  of Allianz  Life.  You can select up to 10
Investment  Options  (which  includes  any of the  Sub-Accounts  and  the  Fixed
Account). The Fixed Account may not be available in your state.

AIM VARIABLE INSURANCE FUNDS:

AIM V.I. Capital Appreciation Fund
AIM V.I. Growth Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund

THE ALGER AMERICAN FUND:

Alger American Growth Portfolio
Alger American Leveraged AllCap Portfolio
Alger American MidCap Growth Portfolio
Alger American Small Capitalization Portfolio

DAVIS VARIABLE ACCOUNT FUND, INC.:

Davis VA Financial Portfolio
Davis VA Real Estate Portfolio
Davis VA Value Portfolio

FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST#:

Franklin Growth and Income Securities Fund*
Franklin Rising Dividends Securities Fund
Franklin Small Cap Fund
Franklin U.S. Government Fund
Mutual Discovery Securities Fund
Mutual Shares Securities Fund
Templeton Developing Markets Securities Fund*
Templeton Growth Securities Fund*
Templeton Pacific Growth Securities Fund*

#Effective May 1, 2000,  the funds of Templeton  Variable  Products  Series Fund
were merged into similar funds of Franklin Templeton Variable Insurance Products
Trust.

JP MORGAN SERIES TRUST II:

J.P. Morgan International Opportunities Portfolio
J.P. Morgan U.S. Disciplined Equity Portfolio

OPPENHEIMER VARIABLE ACCOUNT FUNDS:

Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Growth & Income Fund/VA

PIMCO VARIABLE INSURANCE TRUST:

PIMCO VIT High Yield Bond Portfolio
PIMCO VIT StocksPLUS Growth and Income Portfolio
PIMCO VIT Total Return Bond Portfolio

SELIGMAN PORTFOLIOS, INC.:

Seligman Global Technology Portfolio*
Seligman Small-Cap Value Portfolio

USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST:

USAllianz VIP Diversified Assets Fund
USAllianz VIP Fixed Income Fund
USAllianz VIP Global Opportunities Fund
USAllianz VIP Growth Fund
USAllianz VIP Money Market Fund

VAN KAMPEN LIFE INVESTMENT TRUST:

Van Kampen LIT Enterprise Portfolio
Van Kampen LIT Growth and Income Portfolio

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.

<PAGE>

Expenses for a bonus Contract may be higher than expenses for a Contract without
a  bonus.  The  amount  of the  bonus  credit  may be more  than  offset  by any
additional fees and/or charges associated with the bonus.

Please read this prospectus  before investing and keep it for future  reference.
It contains  important  information  about the 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 May 1, 2000. 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 33 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)  542-5427 or write us at: 1750  Hennepin  Avenue,  Minneapolis,
Minnesota 55403-2195.

THE 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

This prospectus is not an offering of the securities in any state,  country,  or
jurisdiction  in which we are not authorized to sell the  Contracts.  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: May 1, 2000, as amended August 11, 2000.

<PAGE>
3

TABLE OF CONTENTS

Index of Terms                                      4

Summary                                             5

Fee Table                                           7

1.The Variable Annuity Contract                    15
     Ownership                                     15
     Contract Owner                                15
     Joint Owner                                   15
     Annuitant                                     15
     Beneficiary                                   15
     Assignment                                    16

2. Annuity Payments (The Payout Phase)             16

     Income Date                                   16

     Annuity Payments                              16

     Annuity Options                               16

3. Purchase                                        18
     Purchase Payments                             18
     Bonus                                         18
     Automatic Investment Plan                     19
     Allocation of Purchase Payments               19
     Free Look                                     19
     Rewards Value and Contract Value              19
     Accumulation Units                            19

4. Investment Options                              20
     Transfers                                     22
         Telephone Transfers                       22
     Dollar Cost Averaging Program                 22
     Flexible Rebalancing                          23
     Financial Advisers -
         Asset Allocation Programs                 23
     Voting Privileges                             23
     Substitution                                  23

5. Expenses                                        23
     Insurance Charges                             23
         Mortality and Expense Risk Charge         24
         Administrative Charge                     24
         Distribution Expense Charge               24
     Contract Maintenance Charge                   24
     Contingent Deferred Sales Charge              24
         Partial Surrender Privilege               25
         Waiver of Contingent Deferred
           Sales Charge Benefits                   25


         Reduction or Elimination of the
           Contingent Deferred Sales Charge        25
     Commutation Fee                               25
     Transfer Fee                                  26
     Premium Taxes                                 26
     Income Taxes                                  26
     Portfolio Expenses                            26

6. Taxes                                           26
    Annuity Contracts in General                   26
    Qualified and Non-Qualified Contracts          27
    Multiple Contracts                             27
    Surrenders-- Non-Qualified Contracts           27
    Surrenders-- Qualified Contracts               27
    Surrenders-- Tax-Sheltered Annuities           28
    Diversification                                28

7. Access to Your Money                            28
    Systematic Withdrawal Program                  29
    Minimum Distribution Program                   29
    Suspension of Payments or Transfers            30

8. Performance                                     30

9. Death Benefit                                   30
    Upon Your Death                                30
    Death Benefit Amount During the
         Accumulation Phase                        30
    Death of Annuitant                             32

10. Other Information                              32
    Allianz Life                                   32
    The Separate Account                           32
    Distribution                                   32
    Administration                                 33
    Financial Statements                           33

Table of Contents of the Statement of
Additional Information                             33


<PAGE>






INDEX OF TERMS
----------------------------------------------------------------------------


This  prospectus  is written in plain  English to make it as  understandable  as
possible.  However,  there  are some  technical  words or 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                              15
Accumulation Unit                               19
Annuitant                                       15
Annuity Options                                 16
Annuity Payments                                16
Annuity Unit                                    20
Beneficiary                                     15
Contract                                        15
Contract Owner                                  15
Contract Value                                  19
Fixed Account                                   15

                                               Page

Income Date                                     16
Investment Option                               20
Joint Owner                                     15
Non-Qualified                                   27
Payout Phase                                    15
Portfolio                                       20
Purchase Payment                                18
Qualified                                       27
Rewards Value                                   19
Sub-Account                                     20
Tax Deferral                                    15
Underlying Mutual Fund                          20


<PAGE>

5



SUMMARY
--------------------------------------------------------------------------------


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

THE VARIABLE  ANNUITY  CONTRACT:  The annuity  contract  offered by Allianz Life
provides a means for investing on a tax-deferred basis in the Investment Options
which  consist  of 37  Sub-Accounts  and the  Allianz  Life Fixed  Account.  The
Contract  is  intended  for  retirement  savings or other  long-term  investment
purposes.

ANNUITY PAYMENTS:  If you want to receive regular income from your annuity,  you
can choose an Annuity Option. Under most Annuity Options, you can choose whether
to have payments come from our general  account,  the available  Sub-Accounts or
both.  If  you  choose  to  have  any  part  of  your  payments  come  from  the
Sub-Accounts,  the dollar amount of your payments may go up or down based on the
performance of the Portfolios the Sub-Accounts invest in.

PURCHASE: You can buy the Contract with $15,000 or more. You can add $250 or
more (or $100 if you select our automatic
investment plan) any time you like during the Accumulation Phase.

BONUS: For all Purchase  Payments you make prior to your 81st birthday,  Allianz
Life will credit your Contract with a bonus at the time of  contribution  to the
Contract.  The amount of the bonus will be based on the total amount of Purchase
Payments you have made at the time of the contribution,  less any surrenders you
have made (and assessed  contingent  deferred sales charges).  Bonus amounts are
available for surrender,  annuitization  or payment of a death benefit only when
the bonus becomes vested (which varies  depending upon how long Allianz Life has
had your Purchase Payment).

Contract charges are deducted from the total value of your Contract.  Therefore,
when we credit your Contract with a bonus,  your Contract incurs expenses on the
total  Rewards  Value,  which  includes the vested and unvested  portions of the
bonus. When you cancel your Contract during the Free Look period, or if you make
a surrender,  annuitize or when a death  benefit is payable in the first 3 years
from any  Purchase  Payment  date,  you will  forfeit all or some of your bonus.
Since  charges  will have been  assessed  against  the higher  amount  (Purchase
Payment plus  bonus),  it is possible  that upon  surrender,  particularly  in a
declining  market,  you will  receive less money back than you would have if you
had not received the bonus or not purchased a bonus Contract.  You may alleviate
this risk by  allocating  the bonus  amounts to the  USAllianz  VIP Money Market
Fund.  We expect to profit from  certain  charges  assessed  under the  Contract
(i.e.,  the contingent  deferred sales charge and the mortality and expense risk
charge) associated with the bonus.

INVESTMENT  OPTIONS:  You can put your money in the Sub-Accounts  and/or you can
invest in the Allianz Life Fixed Account  (together,  these are the  "Investment
Options").  Each Sub-Account invests in an underlying Portfolio.  The investment
returns on the Portfolios are not guaranteed.  You can lose money.  You can make
transfers between Investment Options.

EXPENSES: The contract has insurance features and investment features, and
there are costs related to each.

Each year,  Allianz  Life deducts a $40  contract  maintenance  charge from your
Contract. Allianz Life currently waives this charge if the Rewards Value of your
Contract is at least $75,000.

Allianz Life deducts a mortality and expense risk charge which varies  depending
upon whether you select the  traditional  death  benefit or the  enhanced  death
benefit.  The charge is equal, on an annual basis, to 1.50% of the average daily
value of the Contract  invested in a Sub-Account  if you select the  traditional
death benefit and 1.70% of the average daily value of the Contract invested in a
Sub-Account if you select the enhanced death benefit.  Allianz Life also deducts
an  administrative  charge which is equal,  on an annual basis,  to 0.15% of the
value of the Contract invested in a Sub-Account.

There are also daily  investment  charges which range, on an annual basis,  from
0.60% to 1.81% of the average daily value of the  Portfolio,  depending upon the
Portfolio.

You can make 12 free transfers each year. After that, Allianz Life deducts a $25
transfer fee for each additional transfer.

If you take money out of the  Contract,  Allianz  Life may  assess a  contingent
deferred sales charge against each Purchase  Payment  withdrawn.  The contingent
deferred  sales charge starts at 8.5% in the first year and declines to 0% after
10 complete years.

ACCESS  TO YOUR  MONEY:  You can take  money  out of your  Contract  during  the
Accumulation Phase. Surrenders during the Accumulation Phase may be subject to a
contingent  deferred sales charge. You may also have to pay income tax and a tax
penalty on any money you take out.  Under  certain  circumstances,  you can also
take money out during the Payout Phase if you select  Annuity  Option 2, 4 or 6.
Money you take out  during  the  Payout  Phase  under  Annuity  Option 2 or 4 is
subject to a commutation fee.


<PAGE>
6


TAXES:  Your  earnings  are not taxed until you take them out. If you take money
out during the Accumulation  Phase, for tax purposes earnings come out first and
are taxed as income.  If you are younger than 591/2 when you take money out, you
may be subject to a 10% federal tax penalty on the earnings withdrawn.

DEATH BENEFIT: If you die before moving to the Payout Phase, the person you have
chosen as a Beneficiary  will receive a death  benefit.  The amount of the death
benefit  depends on whether  you select  the  traditional  death  benefit or the
enhanced death benefit.

FREE-LOOK:  You can cancel the  contract  within 10 days after  receiving it (or
whatever  period is  required  in your  state).  Allianz  Life will  refund  the
Contract Value on the day it receives your request to cancel the Contract.  This
may be more or less than your original  payment.  In certain  states,  or if you
have purchased the Contract as an individual  retirement  annuity,  Allianz Life
will refund the Purchase Payment.

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



         USAllianz Service Center
         300 Berwyn Park
         P.O. Box 3031
         Berwyn, PA 19312-003


<PAGE>
7


FEE TABLE

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

CONTRACT OWNER TRANSACTION FEES

Contingent Deferred Sales Charge*
(as a percentage of purchase payments)

                      NUMBER OF COMPLETE CONTRACT YEARS
                      SINCE RECEIPT OF PURCHASE PAYMENT    CHARGE
                      ---------------------------------    ------
                                     0-1                    8.5%
                                     1-2                    8.5%
                                     2-3                    8.5%
                                     3-4                    8.5%
                                     4-5                    8.0%
                                     5-6                    7.0%
                                     6-7                    6.0%
                                     7-8                    5.0%
                                     8-9                    4.0%
                                     9-10                   3.0%
                                     10 or more             0.0%

Commutation Fee (as a percentage of amount liquidated under Annuity Option 2
or 4)

                                 YEARS SINCE
                                  INCOME DATE              CHARGE
                                  -----------              ------
                                     0-1                     7%
                                     1-2                     6%
                                     2-3                     5%
                                     3-4                     4%
                                     4-5                     3%
                                     5-6                     2%
                                     over 6                  1%

Transfer Fee     First 12 transfers in a Contract year are currently free.
                 Thereafter, the fee is $25. Dollar Cost Averaging transfers and
                 Flexible Rebalancing transfers are not currently counted.

CONTRACT MAINTENANCE CHARGE**                       $40 per Contract per year

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average daily account value)



                                  TRADITIONAL             ENHANCED
                                 DEATH BENEFIT          DEATH BENEFIT
Mortality and Expense Risk Charge    1.50%                  1.70%
Administrative Charge                .15%                   .15%
Distribution Expense Charge***        0%                     0%
                                    ------                 ------
Total Separate Account               1.65%                  1.85%
Annual Expenses


* Each year, on a non-cumulative basis (less any previous surrenders you make in
the current  Contract year which are not subject to a contingent  deferred sales
charge),  you may make  partial  surrenders  of up to a total of 10% of Purchase
Payments and no contingent  deferred sales charge will be assessed.  See "Access
to Your Money" for additional options.

** The  charge is  waived  if the  Rewards  Value of your  Contract  is at least
$75,000.  If you own more  than  one  Contract  offered  under  this  Prospectus
(registered with the same social security  number),  we will determine the total
Rewards  Value of all your  Contracts.  If the total  Rewards  Value of all your
Contracts is at least $75,000, the charge is waived on all your Contracts.

***  The maximum Distribution Expense Charge is .30%. The current Distribution
Expense Charge is 0%.


<PAGE>

8

<TABLE>
<CAPTION>

1999 ANNUAL FUND EXPENSES
-------------------------------------------------------------------------------


(as a percentage of a  Portfolio's  average daily net assets for the most recent
fiscal year). See the accompanying fund prospectuses for more information.



                                                                                                      TOTAL FUND
                                                                                  OTHER EXPENSES       EXPENSES
                                                                                  (AFTER WAIVERS/   (AFTER WAIVERS/
                                                                                  REIMBURSEMENTS,   REIMBURSEMENTS,
                                                 MANAGEMENT           12B-1         IF ANY, AS        IF ANY, AS
PORTFOLIO                                           FEES              FEES            NOTED)            NOTED)
---------------------------------------------------------------------------------------------------------------------------

<S>                                                 <C>                <C>              <C>              <C>
AIM V.I. Capital Appreciation Fund                  .62%                -               .11%             .73%

AIM V.I. Growth Fund                                .63%                -               .10%             .73%

AIM V.I. International Equity Fund                  .75%                -               .22%             .97%

AIM V.I. Value Fund                                 .61%                -               .15%             .76%

Alger American Growth Portfolio                     .75%                -               .04%             .79%

Alger American Leveraged AllCap Portfolio1          .85%                -               .08%             .93%

Alger American MidCap Growth Portfolio              .80%                -               .05%             .85%

Alger American Small Capitalization Portfolio       .85%                -               .05%             .90%

Davis VA Financial Portfolio2                       .75%                -               .25%            1.00%

Davis VA Real Estate Portfolio2                     .75%                -               .25%            1.00%

Davis VA Value Portfolio2                           .75%                -               .25%            1.00%

Franklin Growth and Income Securities Fund, Class 23.47%             .25%               .02%             .74%

Franklin Rising Dividends Securities Fund, Class 23 .73%             .25%               .02%            1.00%

Franklin Small Cap Fund, Class 23/4/5               .55%             .25%               .27%            1.07%

Franklin U.S. Government Fund, Class 23             .49%             .25%               .02%             .76%

J.P. Morgan International Opportunities Portfolio6  .60%                -               .60%            1.20%

J.P. Morgan U.S. Disciplined Equity Portfolio6      .35%                -               .50%             .85%

Mutual Discovery Securities Fund, Class 23/5        .80%             .25%               .21%            1.26%

Mutual Shares Securities Fund, Class 23/5/7         .60%             .25%               .19%            1.04%

Oppenheimer Global Securities Fund/VA               .67%                -               .02%             .69%

Oppenheimer High Income Fund/VA                     .74%                -               .01%             .75%

Oppenheimer Main Street Growth & Income Fund/VA     .73%                -               .05%             .78%

PIMCO VIT High Yield Bond Portfolio8                .25%                -               .50%             .75%

PIMCO VIT StocksPLUS Growth and Income Portfolio8   .40%                -               .25%             .65%

PIMCO VIT Total Return Bond Portfolio8              .25%                -               .40%             .65%

Seligman Global Technology Portfolio9              1.00%                -               .40%            1.40%

Seligman Small-Cap Value Portfolio9                1.00%                -               .00%            1.00%

Templeton Developing Markets Securities Fund,
   Class 23/5/10                                   1.25%             .25%               .31%            1.81%

Templeton Growth Securities Fund, Class 23/11       .83%             .25%               .05%            1.13%

Templeton Pacific Growth Securities Fund, Class 23 1.00%             .25%               .08%            1.33%

USAllianz VIP Diversified Assets Fund12             .55%             .25%               .20%            1.00%

USAllianz VIP Fixed Income Fund12                   .50%             .25%               .00%             .75%

USAllianz VIP Global Opportunities Fund12            95%             .25%               .31%            1.51%

USAllianz VIP Growth Fund12                         .65%             .25%               .00%             .90%

USAllianz VIP Money Market Fund12                   .35%             .25%               .30%             .90%

Van Kampen LIT Enterprise Portfolio13               .48%                -               .12%             .60%

Van Kampen LIT Growth & Income13                    .43%                -               .32%             .75%


<PAGE>

9

<FN>

1.  The Alger American Leveraged AllCap Portfolio's "Other Expenses"
includes .01% of interest expense.

2. Without reimbursement, other expenses and total operating expenses would have
been 3.49% and 4.24%, respectively for the Davis VA Financial Portfolio,  10.95%
and 11.70%,  respectively for the Davis VA Real Estate Portfolio,  and 1.54% and
2.29%, respectively for the Davis VA Value Portfolio.

3. For the Portfolios of Franklin  Templeton  Variable Insurance Products Trust,
Class 2 shares  have a  distribution  plan which is  referred to as a rule 12b-1
plan.  While the maximum amount payable under the fund's Class 2 rule 12b-1 plan
is 0.35% per year of the fund's average daily net assets,  the Board of Trustees
of Franklin Templeton Variable Insurance Products Trust has set the current rate
at 0.25% per year.  See "Fund  Account  Policies" in the  accompanying  Franklin
Templeton  Variable  Insurance  Products Trust  prospectus for more  information
about the rule 12b-1 plan.

4. On 2/8/00, a merger and  reorganization was approved that combined the assets
of the fund with a similar fund of the Templeton  Variable Products Series Fund,
effective  5/1/00. On 2/8/00,  fund  shareholders  approved new management fees,
which apply to the combined  fund  effective  5/1/00.  The table shows  restated
total expenses based on the new fees and assets of the fund as of 12/31/99,  and
not the assets of the combined fund.  However,  if the table  reflected both the
new fees and the  combined  assets,  the fund's  expenses  after 5/1/00 would be
estimated as: Management Fees 0.55%,  Distribution and Service Fees (12b-1 fees)
0.25%, Other Expenses 0.27%, and Total Fund Operating Expenses 1.07%.

5. The Franklin Small Cap Fund, the Mutual Discovery Securities Fund, the Mutual
Shares  Securities Fund, and the Templeton  Developing  Markets  Securities Fund
incur a portfolio  administration fee as a direct expense of the portfolio which
is shown  under  Expenses".  Other  Portfolios  of Franklin  Templeton  Variable
Insurance  Products  Trust  pay for  similar  services  indirectly  through  the
Management Fee.

6.  Without reimbursement, other expenses and total operating expenses would
have been 1.38% and 1.98%, respectively for
the J.P. Morgan International Opportunities Portfolio and 0.52% and 0.87%,
respectively for the J.P. Morgan U.S. Disciplined Equity Portfolio.

7. On 2/8/00,  a merger and  reorganization  was approved that combined the fund
with a similar  fund of  Templeton  Variable  Products  Series  Fund,  effective
5/1/00. The table shows restated total expenses based on the fund's assets as of
12/31/99,  and not the  assets  of the  combined  fund.  However,  if the  table
reflected  combined assets,  the fund's expenses after 5/1/00 would be estimated
as:  Management  Fees 0.60%,  Distribution  and Service Fees (12b-1 fees) 0.25%,
Other Expenses 0.19%, and Total Fund Operating Expenses 1.04%.

8. "Other Expenses" reflect a 0.35%  administrative fee for the PIMCO High Yield
Bond Portfolio,  a 0.10%  administrative fee for the PIMCO StocksPLUS Growth and
Income  Portfolio,  and  a  0.25%  administrative  fee  and  0.04%  representing
organizational  expenses and pro rata  Trustees'  fees for the Total Return Bond
Portfolio.  PIMCO has  contractually  agreed to reduce  total  annual  portfolio
operating  expenses  to the extent  they  would  exceed,  due to the  payment of
organi-  zational  expenses  and  Trustees'  fees,   0.75%,   0.65%  and  0.65%,
respectively,  of average daily net assets for the PIMCO High Yield,  StocksPLUS
Growth and Income and Total Return Bond  Portfolios.  Without  such  reductions,
Total  Annual  Expenses  for the fiscal year ended  December 31, 1999 would have
been  0.75%,  0.65%  and  0.69%,  respectively.  Under  the  Expense  Limitation
Agreement,  PIMCO may recoup these waivers and reimbursements in future periods,
not exceeding three years,  provided total expenses,  including such recoupment,
do not exceed the annual expense limit.

9.  J. & W. Seligman & Co. Incorporated ("Seligman") voluntarily agreed to
reimburse expenses of Seligman Global
Technology Portfolio, other than the manage-ment fee, which exceed .40%, and to
reimburse all expenses of Seligman Small-Cap Value Portfolio, other than
management fees. Without reimbursement, other expenses and total operating
expenses would have been 0.41% and 1.41%, respectively, for Seligman Global
Technology Portfolio, and 0.41% and 1.41%, respectively, for Seligman Small-Cap
Value Portfolio. There is no assurance that Seligman will continue this policy
in the future.

10. On 2/8/00,  shareholders  approved a merger and reorganization that combined
the fund with the Templeton  Developing  Markets Equity Fund,  effective 5/1/00.
The  shareholders of that fund had approved new management  fees, which apply to
the combined fund  effective  5/1/00.  The table shows  restated  total expenses
based on the new fees and the  assets  of the fund as of  12/31/99,  and not the
assets of the combined fund.  However,  if the table reflected both the new fees
and the combined assets, the fund's expenses after 5/1/00 would be estimated as:
Management Fees 1.25%,  Distribution and Service Fees (12b-1 fees) 0.25%,  Other
Expenses 0.29%, and Total Fund Operating Expenses 1.79%.

11. On 2/8/00, a merger and  reorganization  was approved that combined the fund
with a similar  fund of  Templeton  Variable  Products  Series  Fund,  effective
5/1/00. The table shows restated total expenses based on the fund's assets as of
12/31/99,  and not the  assets  of the  combined  fund.  However,  if the  table
reflected  combined assets,  the fund's expenses after 5/1/00 would be estimated
as:  Management  Fees 0.80%,  Distribution  and Service Fees (12b-1 fees) 0.25%,
Other Expenses 0.05%, and Total Fund Operating Expenses 1.10%.

12.  Certain  expenses  of the  USAllianz  VIP Funds  have been  assumed  by the
Adviser. Had those expenses not been assumed, total return would have been lower
and total fund expenses would have been 3.80% for the  Diversified  Assets Fund,
3.77%  for the  Fixed  Income  Fund,  2.59% for the  Global  Opportunities  Fund
(estimated for 2000),  3.90% for the Growth Fund, and 1.91% for the Money Market
Fund (estimated for 2000). The USAllianz VIP Diversified Assets Fund,  USAllianz
VIP Fixed Income Fund and the USAllianz VIP Growth Fund commenced  operations on
November 12,  1999,  and the  USAllianz  VIP Global  Opportunities  Fund and the
USAllianz VIP Money Market Fund  commenced  operations on January 13, 2000.  The
expenses  shown for these  portfolios  are  therefore  estimated for the current
fiscal year.

13. If certain expenses had not been assumed by the Adviser,  total return would
have been lower and total fund expenses  would have been .62% for the Van Kampen
LIT  Enterprise  Portfolio  and .92% for the Van  Kampen  LIT  Growth and Income
Portfolio.
</FN>
</TABLE>

<TABLE>
<CAPTION>

EXAMPLES
-------------------------------------------------------------------------------

o 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  Con- tract 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 The current  Distribution  Expense  Charge of 0% is reflected in the examples.
The maximum Distribution Expense Charge is .30%.

o For additional information, see "Expenses."

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

                  (a) the traditional death benefit

                  (b) the enhanced death benefit

<PAGE>

10

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>              <C>

AIM V.I. Capital Appreciation Fund               (a)$111          (a)$166           (a)$218          (a)$325

                                                 (b) 113          (b) 172           (b) 229          (b) 346
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Growth Fund                             (a) 111          (a) 166           (a) 218          (a) 325

                                                 (b) 113          (b) 172           (b) 229          (b) 346
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Fund               (a) 114          (a) 174           (a) 231          (a) 350

                                                 (b) 116          (b) 180           (b) 241          (b) 370
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Fund                              (a) 112          (a) 167           (a) 220          (a) 328

                                                 (b) 114          (b) 173           (b) 230          (b) 349
---------------------------------------------------------------------------------------------------------------------------

Alger American Growth Portfolio                  (a) 112          (a) 168           (a) 222          (a) 332

                                                 (b) 114          (b) 174           (b) 232          (b) 352
---------------------------------------------------------------------------------------------------------------------------

Alger American Leveraged AllCap Portfolio        (a) 113          (a) 172           (a) 229          (a) 346

                                                 (b) 116          (b) 179           (b) 239          (b) 366
---------------------------------------------------------------------------------------------------------------------------

Alger American MidCap Growth Portfolio           (a) 113          (a) 170           (a) 225          (a) 338

                                                 (b) 115          (b) 176           (b) 235          (b) 358
---------------------------------------------------------------------------------------------------------------------------

Alger American Small Capitalization Portfolio    (a) 113          (a) 171           (a) 227          (a) 343

                                                 (b) 115          (b) 178           (b) 238          (b) 363
---------------------------------------------------------------------------------------------------------------------------

Davis VA Financial Portfolio                     (a) 114          (a) 174           (a) 233          (b) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

Davis VA Real Estate Portfolio                   (a) 114          (a) 174           (a) 233          (a) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

Davis VA Value Portfolio                         (a) 114          (a) 174           (a) 233          (a) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

Franklin Growth and Income Securities Fund       (a) 111          (a) 166           (a) 219          (a) 326

                                                 (b) 114          (b) 173           (b) 229          (b) 347
---------------------------------------------------------------------------------------------------------------------------

Franklin Rising Dividends Securities Fund        (a) 114          (a) 174           (a) 233          (a) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

Franklin Small Cap Fund                          (a) 115          (a) 177           (a) 236          (a) 360

                                                 (b) 117          (b) 183           (b) 246          (b) 380
---------------------------------------------------------------------------------------------------------------------------
Franklin U.S. Government Fund                    (a) 112          (a) 167           (a) 220          (a) 328

                                                 (b) 114          (b) 173           (b) 230          (b) 349
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan International Opportunities Portfolio  (a)            116(a)            181(a)           243(a)        373

                                                 (b) 118          (b) 187           (b) 253          (b) 393
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan U.S. Disciplined Equity Portfolio    (a) 113          (a) 170           (a) 225          (a) 338

                                                 (b) 115          (b) 176           (b) 235          (b) 358
---------------------------------------------------------------------------------------------------------------------------

<PAGE>

11

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------

Mutual Discovery Securities Fund                 (a) $117         (a) $183          (a) $246         (a) $379

                                                 (b) 119          (b) 189           (b) 256          (b) 399
---------------------------------------------------------------------------------------------------------------------------

Mutual Shares Securities Fund                    (a) 115          (a) 176           (a) 235          (a) 357

                                                 (b) 117          (b) 182           (b) 245          (b) 377
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Global Securities Fund/VA            (a) 111          a)  165           (a) 216          (a) 321

                                                 (b) 113          (b) 171           (b) 227          (b) 342
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer High Income Fund/VA                  (a) 112          (a) 167           (a) 219          (a) 327

                                                 (b) 114          (b) 173           (b) 230          (b) 348
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Main Street Growth & Income Fund/VA  (a) 112          (a) 168           (a) 221          (a) 330

                                                 (b) 114          (b) 174           (b) 231          (b) 351
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT High Yield Bond Portfolio              (a) 112          (a) 167           (a) 219          (a) 327

                                                 (b) 114          (b) 173           (b) 230          (b) 348
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT StocksPLUS Growth & Income Portfolio   (a) 110          (a) 163           (a) 214          (a) 317

                                                 (b) 113          (b) 170           (b) 225          (b) 338
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT Total Return Bond Portfolio            (a) 110          (a) 163           (a) 214          (a) 317

                                                 (b) 113          (b) 170           (b) 225          (b) 338
---------------------------------------------------------------------------------------------------------------------------

Seligman Global Technology Portfolio             (a) 118          (a) 187           (a) 253          (a) 393

                                                 (b) 120          (b) 193           (b) 263          (b) 413
---------------------------------------------------------------------------------------------------------------------------

Seligman Small-Cap Value Portfolio               (a) 114          (a) 174           (a) 233          (a) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

Templeton Developing Markets Securities Fund     (a) 123          (a) 200           (a) 274          (a) 433

                                                 (b) 125          (b) 206           (b) 284          (b) 451
---------------------------------------------------------------------------------------------------------------------------

Templeton Growth Securities Fund                 (a) 116          (a) 179           (a) 239          (a) 366

                                                 (b) 118          (b) 185           (b) 250          (b) 386
---------------------------------------------------------------------------------------------------------------------------

Templeton Pacific Growth Securities Fund         (a) 118          (a) 185           (a) 250          (a) 386

                                                 (b) 120          (b) 191           (b) 260          (b) 406
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Diversified Assets Fund            (a) 114          (a) 174           (a) 233          (a) 353

                                                 (b) 116          (b) 181           (b) 243          (b) 373
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Fixed Income Fund                  (a) 112          (a) 167           (a) 219          (a) 327

                                                 (b) 114          (b) 173           (b) 230          (b) 348
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Global Opportunities Fund          (a) 119          (a) 190           (a) 259          (a) 404

                                                 (b) 122          (b) 196           (b) 269          (b) 423
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Growth Fund                        (a) 113          (a) 171           (a) 227          (a) 343

                                                 (b) 115          (b) 178           (b) 238          (b) 363
---------------------------------------------------------------------------------------------------------------------------

<PAGE>

12

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

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
USAllianz VIP Money Market Fund                  (a) $113         (a) $171          (a)$227          (a) $343

                                                 (b) 115          (b) 178           (b) 238          (b) 363
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Enterprise Portfolio              (a) 110          (a) 162           (a) 212          (a) 311

                                                 (b) 112          (b) 168           (b) 222          (b) 333
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Growth & Income Portfolio         (a) 112          (a) 167           (a) 219          (a) 327

                                                 (b) 114          (b) 173           (b) 230          (b) 348
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your money if your Contract is not  surrendered or if you apply
your Contract value to an Annuity Option for Contracts with:

         (a) the traditional death benefit

         (b) the enhanced death benefit

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS         10 YEARS
---------------------------------------------------------------------------------------------------------------------------

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

AIM V.I. Capital Appreciation Fund               (a)$26           (a) $81           (a)$138          (a)$295

                                                 (b) 28           (b)  87           (b) 149          (b) 316
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Growth Fund                             (a) 26           (a)  81           (a) 138          (a) 295

                                                 (b) 28           (b)  87           (b) 149          (b) 316
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Fund               (a) 29           (a)  89           (a) 151          (a) 320

                                                 (b) 31           (b)  95           (b) 161          (b) 340
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Fund                              (a) 27           (a)  82           (a) 140          (a) 298

                                                 (b) 29           (b)  88           (b) 150          (b) 319
---------------------------------------------------------------------------------------------------------------------------

Alger American Growth Portfolio                  (a) 27           (a)  83           (a) 142          (a) 302

                                                 (b) 29           (b)  89           (b) 152          (b) 322
---------------------------------------------------------------------------------------------------------------------------

Alger American Leveraged AllCap Portfolio        (a) 28           (a)  87           (a) 149          (a) 316

                                                 (b) 31           (b)  94           (b) 159          (b) 336
---------------------------------------------------------------------------------------------------------------------------

Alger American MidCap Growth  Portfolio          (a) 28           (a)  85           (a) 145          (a) 308

                                                 (b) 30           (b)  91           (b) 155          (b) 328
---------------------------------------------------------------------------------------------------------------------------

Alger American Small Capitalization Portfolio    (a) 28           (a)  86           (a) 147          (a) 313

                                                 (b) 30           (b)  93           (b) 158          (b) 333
---------------------------------------------------------------------------------------------------------------------------

Davis VA Financial Portfolio                     (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------
Davis VA Real Estate Portfolio                   (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------

Davis VA Value Portfolio                         (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------


<PAGE>

13

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

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS         10 YEARS
---------------------------------------------------------------------------------------------------------------------------
Franklin Growth and Income Securities Fund       (a) $26          (a)  $81          (a) $139         (a) $296

                                                 (b) 29           (b)  88           (b) 149          (b) 317
---------------------------------------------------------------------------------------------------------------------------

Franklin Rising Dividends Securities Fund        (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------

Franklin Small Cap Fund                          (a) 30           (a)  92           (a) 156          (a) 330

                                                 (b) 32           (b)  98           (b) 166          (b) 350
---------------------------------------------------------------------------------------------------------------------------

Franklin U.S. Government Fund                    (a) 27           (a)  82           (a) 140          (a) 298

                                                 (b) 29           (b)  88           (b) 150          (b) 319
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan International Opportunities Portfolio  (a)            31(a)             96 (a)           163(a)        343

                                                 (b) 33           (b)  102          (b) 173          (b) 363
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan U.S. Disciplined Equity Portfolio    (a) 28           (a)  85           (a) 145          (a) 308

                                                 (b) 30           (b)  91           (b) 155          (b) 328
---------------------------------------------------------------------------------------------------------------------------

Mutual Discovery Securities Fund                 (a) 32           (a)  98           (a) 166          (a) 349

                                                 (b) 34           (b) 104           (b) 176          (b) 369
---------------------------------------------------------------------------------------------------------------------------

Mutual Shares Securities Fund                    (a) 30           (a)  91           (a) 155          (a) 327

                                                 (b) 32           (b)  97           (b) 165          (b) 347
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Global Securities Fund/VA            (a) 26           (a)  80           (a) 136          (a) 291

                                                 (b) 28           (b)  86           (b) 147          (b) 312
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer High Income Fund/VA                  (a) 27           (a)  82           (a) 139          (a) 297

                                                 (b) 29           (b)  88           (b) 150          (b) 318
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Main Street Growth & Income Fund/VA  (a) 27           (a)  83           (a) 141          (a) 300

                                                 (b) 29           (b)  89           (b) 151          (b) 321
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT High Yield Bond Portfolio              (a) 27           (a)  82           (a) 139          (a) 297

                                                 (b) 29           (b)  88           (b) 150          (b) 318
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT StocksPLUS Growth &Income Portfolio    (a) 25           (a)  78           (a) 134          (a) 287

                                                 (b) 28           (b)  85           (b) 145          (b) 308
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT Total Return Bond  Portfolio           (a) 25           (a)  78           (a) 134          (a) 287

                                                 (b) 28           (b)  85           (b) 145          (b) 308
---------------------------------------------------------------------------------------------------------------------------

Seligman Global Technology Portfolio             (a) 33           (a) 102           (a) 173          (a) 363

                                                 (b) 35           (b) 108           (b) 183          (b) 383
---------------------------------------------------------------------------------------------------------------------------

Seligman Small-Cap Value Portfolio               (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------

Templeton Developing Markets Securities Fund     (a) 38           (a) 115           (a) 194          (a) 403

                                                 (b) 40           (b) 121           (b) 204          (b) 421
---------------------------------------------------------------------------------------------------------------------------

<PAGE>

14

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

SUB-ACCOUNT                                      1 YEAR            3 YEARS          5 YEARS         10 YEARS
---------------------------------------------------------------------------------------------------------------------------
Templeton Growth Securities Fund                 (a) $31          (a) $94           (a) $159         (a) $336

                                                 (b) 33           (b) 100           (b) 170          (b) 356
---------------------------------------------------------------------------------------------------------------------------

Templeton Pacific Growth Securities Fund         (a) 33           (a) 100           (a) 170          (a) 356

                                                 (b) 35           (b) 106           (b) 180          (b) 376
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Diversified Assets Fund            (a) 29           (a)  89           (a) 153          (a) 323

                                                 (b) 31           (b)  96           (b) 163          (b) 343
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Fixed Income Fund                  (a) 27           (a)  82           (a) 139          (a) 297

                                                 (b) 29           (b)  88           (b) 150          (b) 318
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Global Opportunities Fund          (a) 34           (a) 105           (a) 179          (a) 374

                                                 (b) 37           (b) 111           (b) 189          (b) 393
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Growth Fund                        (a) 28           (a)  86           (a) 147          (a) 313

                                                 (b) 30           (b)  93           (b) 158          (b) 333
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Money Market Fund                  (a) 28           (a)  86           (a) 147          (a) 313

                                                 (b) 30           (b)  93           (b) 158          (b) 333
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Enterprise Portfolio              (a) 25           (a)  77           (a) 132          (a) 281

                                                 (b) 27           (b)  83           (b) 142          (b) 303
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Growth & Income Portfolio         (a) 27           (a)  82           (a) 139          (a) 297

                                                 (b) 29           (b)  88           (b) 150          (b) 318
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

15

1.THE VARIABLE

ANNUITY CONTRACT
-------------------------------------------------------------------------------


This prospectus  describes a flexible purchase payment variable deferred annuity
contract with a Fixed Account  offered by Allianz Life.  All  references in this
prospectus to "we, us, our" refer to Allianz Life.


o Flexible Purchase Payments means that you may choose to make Purchase Payments
at any time  during the  Accumulation  Phase,  in  whatever  amount you  choose,
subject to certain minimum and maximum requirements.

o A deferred  annuity  contract means that Annuity Pay- ments do not begin for a
specified  period of time in the future  (usually  when you retire) or until you
reach a certain age.

o A variable  annuity is one in which Contract  values and the variable  Annuity
Payments vary  depending on the  performance of the Portfolios of the Underlying
Mutual Funds.

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 three years after we
issue the Contract.  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 38 Investment  Options - the 37 Sub-Accounts,  each of which invests in
one  Portfolio of an  Underlying  Mutual Fund,  and the Fixed Account of Allianz
Life.  Depending  upon  market  conditions,  you can  make or lose  money in the
Contract based on the investment  performance of the Portfolios.  The Portfolios
are designed to offer a better return than the Fixed Account.  However,  this is
not guaranteed.
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 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  made within the 12
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.

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

OWNERSHIP

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. The change
will  become  effective  as of the date the  request  is  signed.  This may be a
taxable event.  Allianz Life is not responsible for any tax  consequences of any
such  change.  You should  consult  with your tax adviser  before  requesting  a
change.

JOINT OWNER. The Contract can be owned by Joint Owners.  Any Joint Owner must be
the  spouse of the  other  Contract  Owner  (this  requirement  may not apply in
certain states). Upon the death of either Joint Owner, the surviving Joint Owner
will be the primary 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  (subject  to our  underwriting  rules then in
effect).  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




<PAGE>

16


a later date. Unless an irrevocable Beneficiary has been named, you can change
the Beneficiary or contingent Beneficiary.

ASSIGNMENT.  You can  transfer  ownership  of (assign)  the Contract at any time
during your  lifetime.  Allianz Life will not be liable for any payment or other
action we take in accordance  with the Contract before we record 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)
-------------------------------------------------------------------------------


INCOME DATE

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 3 years after we issue the Contract.

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.  Your
Income  Date must not be later than the  Annuitant's  90th  birthday or 10 years
from the date the Contract was issued (if later),  or the maximum date permitted
under state law.

ANNUITY PAYMENTS

You may elect to receive your Annuity Payments as:

o a variable payout,

o a fixed payout, or

o a combination of both.

Annuity payments under Option 6 are only available as a fixed payout (unless you
bought your  Contract  before June 16, 2000,  in which case you can also elect a
variable payout).

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 Sub-Accounts.  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. There is no minimum required Annuity Payment.

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

1)  the value of your Contract in the Sub-Account(s) on the Income Date,

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

3)  the performance of the Sub-Account(s) you selected.

The assumed investment rate (AIR) is 5%. However, we may agree with you to use a
different  value.  The AIR will never exceed 7%. The 7% AIR is not  available in
all states.  If the actual  performance  exceeds the AIR, your Annuity  Payments
will increase.  Similarly, if the actual rate is less than the AIR, your Annuity
Payments will decrease.

You (or someone you  designate)  will  receive  the Annuity  Payments.  You will
receive tax reporting on those payments.

ANNUITY OPTIONS

You can choose among income plans. We call those Annuity Options. You can choose
one of the Annuity  Options  described  below.  Allianz Life may make  available
other Annuity Options. You may, at any time prior to the Income Date, 30 days in
advance,  select and/or change the Annuity Option. After Annuity Payments begin,
you cannot  change the Annuity  Option.  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 10 years of monthly payments guaranteed.

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 MONTHLY PAYMENTS OVER 10, 15 OR 20 YEARS 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 choose for the rest of the guaranteed period.  Alternatively,  if
you do not want to receive Annuity Payments after the Annuitant's death, you can
ask us for a  single  lump  sum  equal to the  present  value of the  guaranteed
monthly Annuity Payments remaining,  as of the date Allianz Life receives notice
of the Annuitant's death, commuted as set forth in the Contract.


<PAGE>

17


During the lifetime of the Annuitant,  and while the number of Annuity  Payments
made is less than the guaranteed number of payments elected,  and if you elected
to receive  payments on a variable basis,  you may request a surrender  (partial
liquidation).  You will be allowed to make a partial  liquidation  at least once
per Contract year after the Income Date. The  liquidation  value is equal to the
present value of the remaining  guaranteed  Annuity Payments,  to the end of the
period  certain,  commuted at the AIR.  The total of all  partial  liquidations,
measured as a percentage  of the  liquidation  value,  cannot  exceed 75% of the
liquidation  value, less any previously  liquidated  amounts.  A commutation fee
will be subtracted from the amount  liquidated before the proceeds are paid out.
Partial  liquidations  will  be  processed  on the  next  Annuity  Payment  date
following your written request.  The minimum allowable partial  liquidation will
be the  lesser  of  $500  or the  remaining  portion  of the  liquidation  value
available.

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 you can be
equal to 100%,  75% or 50% (as  selected) 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 MONTHLY  PAYMENTS OVER 10, 15 OR
20 YEARS  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
choose for the rest of the guaranteed period. Alternatively,  if you do not want
to receive Annuity  Payments after the Annuitant's  death,  you can ask us for a
single lump sum equal to the present  value of the  guaranteed  monthly  Annuity
Payments  remaining,  as of  the  date  Allianz  Life  receives  notice  of  the
Annuitant's death, commuted as set forth in the Contract.

During the lifetime of the Annuitant or joint Annuitant, and while the number of
Annuity  Payments made is less than the guaranteed  number of payments  elected,
and if you elected to receive  payments on a variable  basis,  you may request a
surrender  (partial  liquidation).  You  will  be  allowed  to  make  a  partial
liquidation  at least  once  per  Contract  year  after  the  Income  Date.  The
liquidation  value is equal to the  present  value of the  remaining  guaranteed
Annuity  Payments,  to the end of the period  certain,  commuted at the AIR. The
total of all partial  liquidations,  measured as a percentage of the liquidation
value,  cannot  exceed  75%  of  the  liquidation  value,  less  any  previously
liquidated  amounts.  A  commutation  fee will be  subtracted  from  the  amount
liquidated  before  the  proceeds  are paid out.  Partial  liquidations  will be
processed on the next Annuity Payment date following your written  request.  The
minimum  allowable  partial  liquidation  will  be the  lesser  of  $500  or the
remaining portion of the liquidation value available.

OPTION 5. REFUND LIFE ANNUITY.  Under this option,  we will make monthly Annuity
Payments  during  the  Annuitant's  lifetime.  If at the  time of  death  of the
Annuitant the value of the Annuity  Payments made is less than the value applied
to the Annuity Option, then you will receive a refund.

For a fixed Annuity  Option,  the amount of the refund will be any excess of the
amount  applied to this  Annuity  Option over the total of all Annuity  Payments
made under this option.  For a variable Annuity Option, the amount of the refund
will be the then  value of the number of  Annuity  Units  equal to (1) the value
applied to this Annuity  Option divided by the value of the Annuity Unit used to
determine  the first  Annuity  Payment,  minus (2) the  product of the number of
Annuity Units of each Annuity Payment and the number of payments made.

OPTION 6. SPECIFIED  PERIOD  CERTAIN  ANNUITY.  Under this option,  we will make
monthly Annuity Payments for a specified period of time. You elect the specified
period which must be a whole number of years from 10 to 30.  Payments under this
option are only available as a fixed payout.  If at the time of the death of the
last Annuitant and any joint Annuitant, Annuity Payments have been made for less
than  the  specified  period  certain,  then we will  continue  to make  Annuity
Payments to you for the rest of the period certain.  If you bought your Contract
before June 16, 2000 you may elect to receive  payments under a Variable Annuity
Option.  Under the  variable  payout,  you may make a surrender  representing  a
partial  liquidation  at  least  once  each  Contract  year of up to 100% of the
liquidation value in the Contract. The liquidation will be processed on the next
Annuity  Payment date after your written request is received as set forth in the
Contract.


<PAGE>

18

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


PURCHASE PAYMENTS

A Purchase Payment is the money you invest in the Contract. The Purchase
Payment requirements are:

o   the minimum initial payment Allianz Life will accept without our prior
approval to establish a Contract is $15,000.

o   the maximum amount we will accept without our prior approval is $1 million.
o   you can make additional Purchase Payments of $250 (or as low as $100 if
you have selected the Automatic Investment Plan) or more. (In Connecticut, no
purchase payments may be made on or after the Contract Owner's 81st birthday).

Allianz  Life  may,  at  its  sole   discretion,   waive  the  minimum   payment
requirements. We reserve the right to decline any Purchase Payments. At the time
you buy the Contract, you and the Annuitant cannot be older than 80 years old.

This product is not designed for professional market timing organizations, other
entities, or persons using programmed, large or frequent transfers.

BONUS

Allianz  Life will credit each  Purchase  Payment you make prior to your and any
Joint Owner's 81st birthday with a bonus at the time it is made.  The bonus rate
will be based on the total amount of Purchase  Payments  made at the time of the
contribution,  less  any  surrenders  you have  made  (and  assessed  contingent
deferred sales charges). The bonus rates are:

4% of the Purchase  Payment with total Purchase  Payments  (less  surrenders and
related contingent deferred sales charges) of under $25,000;

5% of the Purchase  Payment with total Purchase  Payments  (less  surrenders and
related contingent deferred sales charges) of $25,000-$99,999;

6% of the Purchase  Payment with total Purchase  Payments  (less  surrenders and
related contingent deferred sales charges) of $100,000-$999,999;

7% of the Purchase  Payment with total Purchase  Payments  (less  surrenders and
related contingent deferred sales charges) of $1,000,000-$4,999,999;

8% of the Purchase  Payment with total Purchase  Payments  (less  surrenders and
related contingent deferred sales charges) of $5,000,000 or greater.

The bonus will be credited to your Contract subject to the following terms:

1)  Bonus amounts are available for surrender, annuitiza-tion or payment of a
death benefit only when such amounts become vested as follows:

    0% - up through 12 completed months from the date of Purchase Payment;

    35% - at least 12 and through 24 completed months from date of Purchase
         Payment;

    70% - at least 24 months and through 36 completed months from date of
        Purchase Payment;

    100% - at least 36 completed months from date of Pur-chase Payment.

2) All bonus amounts and any gains or losses  attrib- utable to such amounts are
treated as earnings  under the  Contract and are treated as such for purposes of
the contingent deferred sales charge.

3)  All gains and losses attributable to the bonus are part of your Contract
Value and are always 100% vested.

4) If Joint Owners are named,  the age of the older Joint Owner will be used and
if the Contract  Owner is a  non-natural  person,  then the age of the Annuitant
will be used to determine whether a bonus applies.

All bonus amounts are paid from the general account assets of Allianz Life.

Contract charges are deducted from the total value of your Contract.  Therefore,
your Contract  incurs  expenses on the total Rewards  Value,  which includes all
vested and unvested  portions of the bonus. When you cancel your Contract during
the Free Look  period,  or if you make a  surrender,  annuitize  or when a death
benefit is payable in the first 3 years from any Purchase Payment date, you will
forfeit all or some of your bonus. Since charges will have been assessed against
the higher  amount  (Purchase  Payment  plus  bonus),  it is possible  that upon
surrender,  particularly in a declining market, you will receive less money back
than you would have if you had not received  the bonus or not  purchased a bonus
Contract.  You may alleviate  this risk by  allocating  the bonus amounts to the
USAllianz  VIP Money  Market  Fund.  We expect to profit  from  certain  charges
assessed under the Contract (i.e., the contingent  deferred sales charge and the
mortality and expense risk charge) associated with the bonus.

Allianz  Life has  applied to the  Securities  and  Exchange  Commission  for an
exemption from certain  provisions of the  Investment  Company Act of 1940 so it
can recapture

<PAGE>

19

any unvested bonus amounts applied to a Contract, as described above. Until such
time as it receives  approval of its  exemptive  request,  Allianz Life will not
recapture any bonus amounts.

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,  checking or brokerage 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 and bonus
amounts to the Fixed  Account  and/or one or more of the  Sub-Accounts  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 and bonus amounts. If you do not instruct us, we will allocate
them in the same way as your  previous  instructions  to us. If you  select  the
USAllianz  VIP Money  Market  Fund for your bonus  allocation,  that will be the
default  allocation  for the bonus  unless  otherwise  specified.  If you do not
select the USAllianz VIP Money Market Fund for your bonus  allocation,  then the
bonus will be allocated the same way as the corresponding  Purchase Payment. You
may change the  allocation  of future  payments  without  fee,  penalty or other
charge upon written notice or telephone  instructions  to the USAllianz  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 Sub-Accounts that you may
invest in at one time. Currently, you may invest in 10 Investment Options, which
include the Sub-Accounts 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
Sub-Accounts.

Once we receive your  Purchase  Payment and the necessary  information,  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).  When you cancel
the Contract within this time period,  Allianz Life will not assess a contingent
deferred  sales charge.  Allianz Life will refund your Contract  Value as of the
day we receive your request.  This includes any gains or losses  associated with
the bonus. 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 to the USAllianz VIP Money Market Fund for 15 days
after we receive it. (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  Sub-Accounts  and/or  the Fixed
Account as you have selected.

REWARDS VALUE AND CONTRACT VALUE

The Rewards Value of your Contract is the dollar value as of any business day of
all amounts  accumulated  under your Contract  including all vested and unvested
bonus amounts and gains and losses attributable to all bonus amounts.

The Contract  Value is the Rewards Value of your Contract as of any business day
less any unvested bonus.

ACCUMULATION UNITS

The value of the portion of your Contract  allocated to the Sub-Accounts will go
up or down based  upon the  investment  performance  of the  Sub-Account(s)  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

<PAGE>

20

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
Sub-Account by multiplying the  Accumulation  Unit value for the previous period
by a factor for the current period. The factor is determined by:

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

o multiplying it by one minus the daily amount of the mortality and expense risk
charge,  administrative  charge and distribution  expense charge and any charges
for taxes.

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

When you make a Purchase  Payment,  we credit your  Contract  with  Accumulation
Units for any portion of your Purchase  Payment and bonus amount  allocated to a
Sub-Account.  The number of  Accumulation  Units we credit your Contract with is
determined  by dividing  the amount of the  Purchase  Payment  and bonus  amount
allocated to a Sub-Account 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 and
assume  the bonus  rate is 4%. You have told us you want this to go to the Alger
American  Growth  Portfolio.  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 Alger  American  Growth  Portfolio is $13.25.  We then divide
$3,120  ($3,000  Purchase  Payment plus $120 bonus  amount) by $13.25 and credit
your Contract on Wednesday night with 235.47 Accumulation Units.

If you select the  USAllianz  VIP Money  Market Fund for your bonus  allocation,
that will be the default allocation for the bonus unless otherwise specified. If
you do not select the USAllianz VIP Money Market Fund for your bonus allocation,
then the bonus  will be  allocated  the same way as the  corresponding  Purchase
Payment.

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

The  Contract  offers  Sub-Accounts.  Each  Sub-Account  invests  in  one of the
Portfolios of the Underlying  Mutual Funds listed below.  Each Portfolio has its
own investment objective. Additional Portfolios may be available in the future.

The Contract also offers a Fixed Account of Allianz Life.

YOU SHOULD READ THE FUND  PROSPECTUSES  (WHICH ARE ATTACHED TO THIS  PROSPECTUS)
CAREFULLY BEFORE INVESTING.

Franklin  Templeton  Variable  Insurance  Products  Trust  (formerly,   Franklin
Valuemark Funds) issues two classes of shares. Only Class 2 shares are available
in connection with your Contract.  Class 2 shares have Rule 12b-1 plan expenses.
Effective May 1, 2000, the funds of Templeton Variable Products Series Fund were
merged into similar  funds of Franklin  Templeton  Variable  Insurance  Products
Trust.

Investment  advisers for each  Portfolio are listed in the table located on page
21. Certain  advisers have retained one or more  subadvisers to help them manage
the Portfolios. The investment objectives and policies of certain Portfolios are
similar to the  investment  objectives  and  policies of other mutual funds that
certain of the investment advisers manage.  Although the objectives and policies
may be similar,  the investment results of the Portfolios may be higher or lower
than the results of such other mutual  funds.  The  investment  advisers  cannot
guarantee,  and make no  representation,  that the investment results of similar
funds will be comparable  even though the  Portfolios  have the same  investment
advisers.

A Portfolio's  performance may be affected by risks specific to certain types of
investments, such as foreign securities, derivative investments,  non-investment
grade  debt  securities,  initial  public  offerings  (IPOs) or  companies  with
relatively small market  capitalizations.  IPOs and other investment  techniques
may have a magnified  performance impact on a Portfolio with a small asset base.
A Portfolio may not experience similar performance as its assets grow.


<TABLE>
<CAPTION>

<PAGE>

21

The  following  is a list of the  Portfolios  available  under the  Contract and
investment advisers for each Portfolio:

AVAILABLE PORTFOLIOS                                              INVESTMENT ADVISERS
---------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>
AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Capital Appreciation Fund                                A I M Advisors, Inc.
AIM V.I. Growth Fund                                              A I M Advisors, Inc.
AIM V.I. International Equity Fund                                A I M Advisors, Inc.
AIM V.I. Value Fund                                               A I M Advisors, Inc.

THE ALGER AMERICAN FUND:
Alger American Growth Portfolio                                   Fred Alger Management, Inc.
Alger American Leveraged AllCap Portfolio                         Fred Alger Management, Inc.
(seeks long term capital appreciation)
Alger American MidCap Growth Portfolio                            Fred Alger Management, Inc.
Alger American Small Capitalization Portfolio                     Fred Alger Management, Inc.

DAVIS VARIABLE ACCOUNT FUND, INC.:
Davis VA Financial Portfolio                                      Davis Selected Advisers, LP
Davis VA Real Estate Portfolio                                    Davis Selected Advisers, LP
Davis VA Value Portfolio                                          Davis Selected Advisers, LP

FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST#:
Franklin Growth and Income Securities Fund                        Franklin Advisers, Inc.
Franklin Rising Dividends Securities Fund                         Franklin Advisory Services, LLC
Franklin Small Cap Fund                                           Franklin Advisers, Inc.
Franklin U.S. Government Fund                                     Franklin Advisers, Inc.
Mutual Discovery Securities Fund (capital appreciation)           Franklin Mutual Advisers, LLC
Mutual Shares Securities Fund                                     Franklin Mutual Advisers, LLC
(capital appreciation with income as a secondary goal)
Templeton Developing Markets Securities Fund                      Templeton Asset Management Ltd.
Templeton Growth Securities Fund                                  Templeton Global Advisors Limited
Templeton Pacific Growth Securities Fund                          Franklin Advisers, Inc.

#Effective May 1, 2000,  Templeton Variable Products Series Fund was merged into
Franklin Templeton Variable Insurance Products Trust.

JP MORGAN SERIES TRUST II:
J.P. Morgan International Opportunities Portfolio                 J.P. Morgan Investment Management Inc.
J.P. Morgan U.S. Disciplined Equity Portfolio                     J.P. Morgan Investment Management Inc.

OPPENHEIMER VARIABLE ACCOUNT FUNDS:
Oppenheimer Global Securities Fund/VA                             OppenheimerFunds, Inc.
Oppenheimer High Income Fund/VA                                   OppenheimerFunds, Inc.
Oppenheimer Main Street Growth & Income Fund/VA                   OppenheimerFunds, Inc.

PIMCO VARIABLE INSURANCE TRUST:
PIMCO VIT High Yield Bond Portfolio                               Pacific Investment Management Company
PIMCO VIT StocksPLUS Growth and Income Portfolio                  Pacific Investment Management Company
PIMCO VIT Total Return Bond Portfolio                             Pacific Investment Management Company

SELIGMAN PORTFOLIOS, INC.:
Seligman Global Technology Portfolio                              J. & W. Seligman & Co. Incorporated
Seligman Small-Cap Value Portfolio                                J. & W. Seligman & Co. Incorporated

USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST:
USAllianz VIP Diversified Assets Fund                             Allianz of America, Inc.
USAllianz VIP Fixed Income Fund                                   Allianz of America, Inc.
USAllianz VIP Global Opportunities Fund                           Allianz of America, Inc.
USAllianz VIP Growth Fund                                         Allianz of America, Inc.
USAllianz VIP Money Market Fund                                   Allianz of America, Inc.

VAN KAMPEN LIFE INVESTMENT TRUST:
Van Kampen LIT Enterprise Portfolio
(seeks capital appreciation)                                      Van Kampen Asset Management Inc.

Van Kampen LIT Growth and Income Portfolio                        Van Kampen Asset Management Inc.

</TABLE>


<PAGE>

22

Shares of the Underlying  Mutual Funds may be offered in connection with certain
variable  annuity  contracts  and variable  life  insurance  policies of various
insurance  companies  which  may or may not be  affiliated  with  Allianz  Life.
Certain  Underlying  Mutual Funds may also be sold directly to qualified  plans.
The  Underlying  Mutual Funds believe that offering  their shares in this manner
will not be disadvantageous to you.


Allianz Life may enter into certain arrangements under which it is reimbursed by
the Underlying  Mutual Funds' advisers,  distributors  and/or affiliates for the
administrative services and benefits which it provides to the Portfolios.

TRANSFERS

You can transfer money among the Investment Options. Transfers may be subject to
a transfer fee.  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  investment  manager's judgment, a Portfolio would be unable to
invest effectively in accordance with its investment objectives and policies, or
would otherwise potentially be adversely affected.

The following applies to any transfer:

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

2.  Your request for a transfer must clearly state:

    o which Sub-Account(s) and/or the Fixed Account is involved in the
     transfer; and

    o how much the transfer is for.

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

4.  After the Income Date, you may not make a transfer from a fixed Annuity
    Option to a variable Annuity Option.

5.  After the Income Date, you can make transfers from a variable Annuity
  Option to a fixed Annuity Option.

6.  Your right to make transfers is subject to modificationif we determine in
    our sole opinion that the service of the right by one or more Contract
    Owners is, or would be, to the disadvantage of other Contract Owners.
    Restrictions may be applied in any manner reasonably designed to prevent any
    use of the transfer right which  we consider to be to the disadvantage of
    other Contract  Owners. A modificationcould be applied to transfers to or
    from one or more of the Sub-Accounts and could  include, but is
    not limited to:

    o the requirement of a minimum time period between each transfer;

    o not accepting a transfer request from an agent acting under a power of
      attorney on behalf of more than  one Contract Owner; or

    o limiting the dollar amount that may be transferred  between the
       Sub-Accounts by a Contract Owner at any one time.

Allianz  Life has  reserved  the right at any time  without  prior notice to any
party to modify the  transfer  provisions  subject to the  guarantees  described
above and subject to applicable state law.

TELEPHONE  TRANSFERS.  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 you instruct Allianz Life otherwise,  we
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  Sub-Account  or the Fixed
Account  to up to  eight  of the  other  Sub-Accounts.  The  Sub-Account(s)  you
transfer from may not be the Sub-Account(s) you transfer to in this program. You
cannot  dollar cost average to the Fixed  Account.  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.

Generally, the Dollar Cost Averaging Program requires a minimum transfer of $500
per month (or $1,500 per quarter).  You must have a $3,000 minimum allocation to
participate in the program.

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

<PAGE>

23

day.  You may elect  either  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:

o    the number of desired transfers have been made;

o you do not have enough  money in the  Sub-Account(s)  or the Fixed  Account to
make the transfer (if less money is  available,  that amount will be dollar cost
averaged and the program will end);

o   you request to terminate the program (your request must be received by us
    by the first of the month to ter-
    minate that month); or
o   the Contract is terminated.

Allianz  Life may,  from  time to time,  offer  special  Dollar  Cost  Averaging
programs.

If you  participate  in the Dollar Cost  Averaging  Program,  the transfers made
under the  program  are not  currently  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 Sub-Accounts may cause
your chosen  allocation to shift.  Flexible  Rebalancing is designed to help you
maintain your  specified  allocation mix among the different  Sub-Accounts.  The
Fixed Account is not part of Flexible Rebalancing. You can direct us to readjust
your Rewards Value on a quarterly, semi-annual or annual basis to return to your
original Sub-Account 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  business day. If you participate
in Flexible Rebalancing,  the transfers made under the program are not currently
taken into account in determining any transfer fee.

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  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  Sub-Accounts  you have  selected  with
another  Sub-Account.  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.  We may also limit further  investment in a Sub-Account  if we deem the
investment inappropriate.


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 consists of:


<PAGE>

24


1)  the mortality and expense risk charge,

2)  the administrative charge, and

3)  the distribution expense charge.

MORTALITY AND EXPENSE RISK CHARGE.  The amount of the mortality and expense risk
charge  depends on  whether  you select  the  traditional  death  benefit or the
enhanced death benefit.

o   Traditional Death Benefit. The charge is equal, on an annual basis, to
    1.50% of the average daily value of the
    Contract invested in a Sub-Account.

o   Enhanced Death Benefit: The charge is equal, on an annual basis, to 1.70%
    of the average daily value of the
    Contract invested in a Sub-Account.

This  charge  compensates  us for all the  insurance  benefits  provided by your
Contract (for example, our contractual  obligation to make Annuity Payments, 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).  Allianz  Life may use any
profits  it makes  from this  charge to pay for the  costs of  distributing  the
Contract.

ADMINISTRATIVE CHARGE. This charge is equal, on an annual basis, to 0.15% of the
average  daily value of the  Contract  invested in a  Sub-Account.  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
statements,   maintenance  of  Contract  records,  personnel  costs,  legal  and
accounting fees, filing fees, and computer and systems costs.

DISTRIBUTION EXPENSE CHARGE. Currently,  Allianz Life is compensated for certain
of its costs  associated  with  distributing  the Contract  from  certain  Funds
through  their  Rule  12b-1  plans.  Allianz  Life does not  currently  deduct a
Distribution  Expense  Charge.  In the  event  that  Allianz  Life is no  longer
compensated for its distribution expenses through the Funds, it may, in its sole
discretion,  charge a Distribution  Expense Charge. The charge is guaranteed not
to exceed 0.30% of the average daily net asset value of the Contract invested in
a Sub-Account.

CONTRACT MAINTENANCE CHARGE

At each Contract anniversary, Allianz Life deducts $40 from the Rewards Value of
your Contract as a contract  maintenance charge. The fee is assessed on the last
day of each Contract year. The charge is deducted pro rata from the Sub-Accounts
and the Fixed Account.  The charge is for  administrative  expenses (see above).
This charge cannot be increased.  However, if the Rewards Value of your Contract
is at least  $75,000 when the  deduction  for the charge is to be made,  Allianz
Life will not deduct  this  charge.  If you own more than one  Contract  offered
under this  prospectus,  Allianz Life will  determine the total Rewards Value of
all your Contracts. If the total Rewards Value of all Contracts registered under
the same  social  security  number is at least  $75,000,  Allianz  Life will not
assess the contract  maintenance charge (except in New Jersey).  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  other than on a Contract
anniversary  and your  Rewards  Value is less than  $75,000,  Allianz  Life will
deduct the full contract maintenance charge. During the Payout Phase, the charge
will be collected monthly out of each Annuity Payment.

CONTINGENT DEFERRED SALES CHARGE

Surrenders  may be subject to a contingent  deferred  sales  charge.  During the
Accumulation  Phase,  you can make surrenders  from your Contract.  Allianz Life
keeps  track of each  Purchase  Payment you make.  The amount of the  contingent
deferred  sales  charge  depends  upon the  length  of time  since you made your
Purchase Payment. The charge is:


      NUMBER OF COMPLETE CONTRACT
        YEARS SINCE RECEIPT
         OF PURCHASE PAYMENT            CHARGE

                 0-1                    8.5%
                 1-2                    8.5%
                 2-3                    8.5%
                 3-4                    8.5%
                 4-5                    8.0%
                 5-6                    7.0%
                 6-7                    6.0%
                 7-8                    5.0%
                 8-9                    4.0%
                 9-10                   3.0%
                 10 years or more       0.0%

<PAGE>

25

However,  after Allianz Life has had a Purchase Payment for 10 full years, there
is no charge when you surrender that Purchase Payment.  The charge is calculated
at the time of each surrender.  For partial  surrenders,  the charge is deducted
from the remaining  Rewards Value and is deducted pro rata from the Sub-Accounts
and Fixed Account. For purposes of the contingent deferred sales charge, Allianz
Life treats  surrenders as coming from the oldest  Purchase  Payments  first and
from all Purchase  Payments first.  Bonuses and any earnings thereon are treated
as earnings  under the Contract for purposes of the  contingent  deferred  sales
charge. Allianz Life does not assess the contingent deferred sales charge on any
payments  paid out as Annuity  Payments  or as death  benefits.  The  contingent
deferred  sales charge  compensates  Allianz Life for expenses  associated  with
selling the Contract.  (In  Connecticut,  there is no contingent  deferred sales
charge assessed after 9 complete contract years).

NOTE: FOR TAX PURPOSES, SURRENDERS ARE CONSIDERED TO HAVE COME FROM THE LAST
MONEY YOU PUT INTO THE CONTRACT. THUS, FOR
TAX PURPOSES, EARNINGS ARE CONSIDERED TO COME OUT FIRST.

PARTIAL SURRENDER  PRIVILEGE.  Each Contract year, on a non-cumulative basis you
can make multiple  surrenders up to 10% of Purchase  Payments (less any previous
surrenders  taken in the  current  Contract  year  which  were not  subject to a
contingent  deferred sales charge) and no contingent  deferred sales charge will
be deducted  from the 10% you take out. If you make a surrender of more than the
free  amount,  the  amount  over  the 10% free  amount  will be  subject  to the
contingent deferred sales charge. Purchase Payment surrendered under the Partial
Surrender  Privilege without a contingent  deferred sales charge will be subject
to the  applicable  contingent  deferred sales charge upon full surrender of the
Contract.  The Partial Surrender Privilege is not available for full surrenders.
The 10% free  available for each Purchase  Payment taken by a partial  surrender
will reduce the remaining free amount available.

You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program.  These  programs  allow  you to make  surrenders
without the  deduction of the  contingent  deferred  sales charge under  certain
circumstances.  See "Access to Your Money" for a description  of the  Systematic
Withdrawal Program and the Minimum Distribution Program.

WAIVER  OF   CONTINGENT   DEFERRED   SALES  CHARGE   BENEFITS.   Under   certain
circumstances,  Allianz  Life  will  permit  you to take  your  money out of the
Contract without  deducting a contingent  deferred sales charge: 1) if after the
third year of the Contract,  you or the Joint Owner become confined to a nursing
home or hospital for 90 consecutive days; or

2)  if after the first year of the Contract, you or the JointOwner become
terminally ill, which is defined as life
expectancy of 12 months or less (a full withdrawal of the Contract will be
required).

The  waiver  will not apply if any of the above  conditions  existed on the date
your Contract was issued.

Also,  after the first year, if you or the Joint Owner become  unemployed for at
least  90  consecutive  days,  you can take up to 50% of your  money  out of the
Contract without incurring a contingent  deferred sales charge. Only one partial
surrender is available  under this benefit during the life of the Contract.  You
may not use both this  benefit and the 10% Partial  Surrender  Privilege  in the
same Contract year.

THESE  BENEFITS  VARY FROM STATE TO STATE OR MAY NOT BE AVAILABLE IN YOUR STATE.
(CHECK WITH YOUR REGISTERED REPRESENTATIVE.)

Surrenders  may be subject to a 10% tax penalty in addition to any income  taxes
due.

REDUCTION OR ELIMINATION OF THE CONTINGENT  DEFERRED SALES CHARGE.  Allianz Life
may reduce or eliminate the amount of the contingent  deferred sales charge when
the Contract is sold under circumstances  which reduce its sales expenses.  Some
examples are: if there is a large group of  individuals  that will be purchasing
the Contract or a prospective  purchaser already had a relationship with Allianz
Life.  Allianz  Life may not deduct a contingent  deferred  sales charge under a
Contract  issued to an officer,  director or employee of Allianz  Life or any of
its  affiliates.  Also,  Allianz  Life may  reduce  or not  deduct a  contingent
deferred sales charge when a Contract is sold by an agent of Allianz Life to any
members of his or her immediate family and the commission is waived.  We require
our prior approval for any reduction or  elimination of the contingent  deferred
sales charge.

COMMUTATION FEE

If you elect Annuity Option 2, 4 or 6 and make a liquidation,  a commutation fee
will be  assessed  against  the  amount  liquidated.  The  commutation  fee is a
percentage of the amount liquidated and is equal to:



<PAGE>

26

            YEARS SINCE           COMMUTATION
             INCOME DATE             FACTOR

                0 - 1                 7%
                1 - 2                 6%
                2 - 3                 5%
                3 - 4                 4%
                4 - 5                 3%
                5 - 6                 2%
                Over 6                1%

TRANSFER FEE

Currently, 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 for each additional transfer. The transfer fee will
be deducted from the Investment  Option  (Sub-Account(s)  or Fixed Account) from
which the transfer is made. If the entire amount in the account is  transferred,
then the  transfer  fee will be  deducted  from the amount  transferred.  If the
transfer  is from or to  multiple  accounts,  it will  be  treated  as a  single
transfer.  Any  transfer  fee will be  deducted  proportionally  from the source
account if less than the entire  amount in the  account is  transferred.  If the
transfer is part of the Dollar Cost Averaging  Program or Flexible  Rebalancing,
it will not currently 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.  We 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 you make a complete
withdrawal.  Allianz Life may discontinue this practice in the future 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 prospectuses for the 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 from a Non-Qualified Contract you are taxed
on the amount of the surrender that is earnings. For Annuity Payments, different
rules apply.  A portion of each Annuity  Payment from a  Non-Qualified  Contract
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.


<PAGE>

27

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  including  Roth  IRAs  (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.

A Qualified  Contract will not provide any necessary or additional  Tax Deferral
if it is used to fund a  qualified  plan  that  is Tax  Deferred.  However,  the
Contract has features and benefits  other than Tax Deferral  that may make it an
appropriate investment for a qualified plan. You should consult your tax adviser
regarding these features and benefits prior to purchasing a 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.

With  respect  to (4)  above,  if the  series of  substantially  equal  periodic
payments is  modified  before the later of your  attaining  age 591/2 or 5 years
from the date of the  first  Annuity  Payment,  then the tax for the year of the
modification  is  increased  by the  penalty  tax that would  have been  imposed
without the  exception,  plus  interest for the tax years in which the exception
was used. A partial  liquidation  (surrender) during the Payout Phase may result
in  the  modification  of  the  series  of  Annuity  Payments  made  after  such
liquidation  and therefore could result in the imposition of the 10% penalty tax
and interest for the period as described  above unless another  exception to the
penalty tax applies.  You should obtain competent tax advice before you make any
liquidations from your Contract.

SURRENDERS - QUALIFIED CONTRACTS

If you make a surrender from your Qualified Contract, a portion of the surrender
is treated  as  taxable  income.  This  portion  depends on the ratio of pre-tax
Purchase Payments to the after-tax Purchase Payments in your Contract. If all of
your Purchase  Payments were made with pre-tax money then the full amount of any
surrender is includible in taxable income. Special rules may apply to surrenders
from certain types of Qualified Contracts.

The Code also provides that any amount received under a Qualified Contract which
is included in income may be subject to a 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 you reach age 591/2;

2)  paid after you die;

3)  paid if you become totally disabled (as that term is defined in the Code);

4)  paid to you after leaving your employment in a series


<PAGE>

28


    of substantially equal periodic payments made annually (or more
    frequently) under a lifetime annuity;

5)  paid to you after you have attained age 55 and you  have left your
    employment;

6)  paid for certain allowable medical expenses (as defined  in the Code);

7)  paid pursuant to a qualified domestic relations order;

8)  paid on account of an IRS levy upon the Qualified  Contract;

9)  paid from an IRA for medical insurance (as defined in the Code);

10) paid from an IRA for qualified higher education  expenses; or

11) paid from an IRA for up to $10,000 for qualified first-
   time homebuyer expenses (as defined in the Code).

The  exceptions in (5) and (7) above do not apply to IRAs.  The exception in (4)
above applies to IRAs but without the requirement of leaving employment.

We have  provided a more  complete  discussion  in the  Statement of  Additional
Information.

SURRENDERS - TAX-SHELTERED ANNUITIES

The Code limits the surrender of amounts  attributable to Purchase Payments made
pursuant to a salary reduction  agreement by Contract Owners from  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 hard- ship,  the Contract
Owner can only surrender the Pur- chase 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:

o by making a partial or total surrender;

o by receiving Annuity Payments; or

o when a death benefit is paid to your Beneficiary.

In general,  surrenders can only be made during the  Accumulation  Phase.  Under
certain circumstances,  you can take money out of the Contract during the Payout
Phase if you select  Annuity  Option 2 or 4. (See "Annuity  Payments (The Payout
Phase)").  If you bought  your  Contract  before June 16, 2000 you can also take
money out during the Payout Phase under Annuity Option 6.

When you make a complete  surrender  you will receive the Contract  Value on the
day the withdrawal request is received at the Service Center:

o less any applicable contingent deferred sales charge,

<PAGE>

29

o less any premium tax, and

o less any contract maintenance charge.

(See "Expenses" for a discussion of the charges.)
Any partial  surrender  must be for at least $500.  Unless you instruct  Allianz
Life  otherwise,  the  partial  surrender  will be made  pro-rata  from  all the
Sub-Accounts  and the  Fixed  Account  you  selected.  After  you make a partial
withdrawal the value of your Contract must be at least  $10,000.  We reserve the
right to treat a request for a withdrawal  that will reduce the  Contract  Value
below $10,000 as a request for the full surrender of the Contract.

In the event that there are multiple  bonuses  applied to the Contract,  we will
reduce the oldest unvested bonus amounts first.

Partial  surrenders  in excess of the Partial  Surrender  Privilege  will reduce
unvested bonus amounts by such excess amount's  percentage of the Contract Value
at the time of the  surrender.  This  percentage  is  determined by dividing the
amount of the partial surrender (including any contingent deferred sales charge)
in excess of the Partial Surrender Privilege amount by the Contract Value.

EXAMPLE:
You deposit $100,000 on 5/1/2000
Bonus of $6,000 is also deposited into the Contract by Allianz Life.

On 4/1/2001,  the Contract Value is $110,600. On 4/1/2001,  the Rewards Value is
$116,600.

You request a $50,000 partial surrender. The contingent deferred sales charge
is 8.5%; bonus is not vested at all.  You get $50,000.

The contingent deferred sales charge is .085 x ($50,000 - $10,000) = $3,400.

Contract Value decreases to $110,600 - $50,000 - $3,400 = $57,200.

Bonus Change = $6,000 x ($53,400 - $10,000)/         $110,600 = $2,354.

Rewards Value = Contract Value + ($6,000 - $2,354) = $57,200 + $3,646 = $60,846.
Bonus Remaining = $6,000 - $2,354 = $3,646.

If there are multiple  bonuses  applied to a Contract,  Allianz Life will reduce
the oldest unvested bonus amounts first. We will pay the amount of any surrender
from the  Sub-Accounts  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  "Taxes"  and the
discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

If the value of your Contract is at least $25,000, Allianz Life offers a program
which  provides  automatic  monthly or  quarterly  payments to you.  The minimum
amount you can surrender  under the program is $500. The  Systematic  Withdrawal
Program is subject to the Partial Surrender Privilege which means that the total
systematic  surrenders  which  you can  make  each  year  without  Allianz  Life
deducting a contingent  deferred sales charge is limited to 10% of your Purchase
Payments for that year. This is determined on the last business day prior to the
day your request is received.  If a Purchase  Payment is no longer  subject to a
contingent deferred sales charge,  there is no limit to the amount or percentage
which can be taken under this program.  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  Qualified  Contract,  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 Qualified  Contracts.  Such surrenders will
not be subject to a  contingent  deferred  sales  charge.  Payments  may be made
monthly,  quarterly,  or annually  unless your  Contract is less than $25,000 in
which case the payments will only be made


<PAGE>

30

annually.  If you have elected the Minimum Distribution  Program, any additional
surrenders  in a  Contract  year  which  exceed 10% of  Purchase  Payments  when
combined with Minimum Distribution  surrenders will be subject to any applicable
contingent deferred sales charge.

You cannot  participate  in the  Systematic  Withdrawal  Program and the Minimum
Distribution Program at the same time.

SUSPENSION OF PAYMENTS OR TRANSFERS

Allianz Life may be required to suspend or postpone  payments for withdrawals 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  withdrawal  or
transfer from the Fixed Account for the period permitted by law but not for more
than six months.


8.PERFORMANCE
-------------------------------------------------------------------------------


Allianz Life periodically  advertises  performance of the Sub-Accounts.  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 and the
Portfolio  expenses.  It  may  not  reflect  the  deduction  of  any  applicable
contingent deferred sales charge and contract  maintenance charge. The deduction
of any applicable  contract  maintenance  charge and  contingent  deferred sales
charges  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,  contingent  deferred sales charges and the expenses of the
Portfolios. Bonus amounts will not be reflected in any performance information.

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 Portfolios of the Underlying Mutual
Funds may also be advertised; see the Fund prospectuses 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 actual investment  experience of the Portfolios may affect your Accumulation
Unit  values,  Allianz Life has prepared  performance  information  which can be
found in the SAI.

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.  It does not
guarantee future results of the Portfolios.


9.DEATH BENEFIT
--------------------------------------------------------------------------------


UPON YOUR DEATH

If you die during the Accumulation Phase,  Allianz Life will pay a death benefit
to your Beneficiary (see below).  If you die during the Payout Phase any benefit
will be as provided for in the Annuity Option selected.


DEATH BENEFIT AMOUNT DURING THE     ACCUMULATION PHASE

At the time you purchase the Contract,  you select the traditional death benefit
or the enhanced death benefit.  If you do not make a selection,  the traditional
death benefit will apply to your Contract.

TRADITIONAL  DEATH BENEFIT - If you select the  traditional  death benefit,  the
amount of the death  benefit will be the greater of 1 or 2, less any  applicable
premium tax.

1.  The Contract Value determined as of the end of the business day during
which both due proof of death


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31

    and an election of the payment method have been received at the USAllianz
Service Center;

2. The  guaranteed  minimum death benefit  (GMDB) which is equal to the total of
all Purchase Payments you have made reduced proportionately by the percentage of
the Contract Value surrendered, includ- ing any contingent deferred sales charge
assessed.

ENHANCED DEATH BENEFIT - If you select the enhanced death benefit, the amount of
the death  benefit  will be the greater of 1 or 2, less any  applicable  premium
tax.

1.  The Contract Value determined as of the end of the business day during which
 both due proof of death  and an election of the payment method have been
 received at the USAllianz Service Center;

2. The guaranteed minimum death benefit (GMDB), as defined below,  determined as
of the end of the business day during which both due proof of death and election
of the payment method have been received at the USAllianz Service Center.

The GMDB is equal to the greater of:

The total of all Purchase Payments you have made reduced  proportionately by the
percentage of the Contract Value surrendered,  including any contingent deferred
sales charge assessed.

THE GREATEST  ANNIVERSARY  VALUE. The anniversary value is equal to the Contract
Value on a Contract  anniversary,  increased by additional Purchase Payments and
reduced  proportionately  by the percentage of the Contract  Value  surrendered,
including any  contingent  deferred sales charge  assessed,  since that Contract
anniversary.  Contract anniversaries occurring on or after your 81st birthday or
date of death will not be taken into consideration in determining this benefit.

THE TRADITIONAL DEATH BENEFIT AND/OR THE ENHANCED DEATH BENEFIT MAY NOT BE
APPROVED IN YOUR STATE. If they are not
available or if the  Contract is owned by a  non-individual,  the death  benefit
will be the Contract Value (less any premium taxes)  determined as of the end of
the business day during which  Allianz Life receives both due proof of death and
an election for the payment method at the USAllianz Service Center.

Please refer to the  applicable  endorsements  to your Contract for the specific
terms and conditions of the death benefits.

Any part of the death benefit amount that had been invested in the  Sub-Accounts
remains in the Sub-Accounts until distribution  begins.  From the time the death
benefit is determined until we make a complete  distribution,  any amount in the
Sub-Accounts  will be  subject  to  investment  risk  which will be borne by the
Beneficiary.

If you have a Joint Owner,  the age of the older  Contract Owner will be used to
determine the guaranteed  minimum death  benefit.  If the Contract is owned by a
non-natural person, then all references to you mean the Annuitant.
In the case of Joint Owners,  if a Joint Owner dies,  the surviving  Joint Owner
will be considered the Beneficiary.  Any other Beneficiary designation on record
at the time of death will be treated as a contingent  Beneficiary.  Joint Owners
must be spouses (this requirement may not apply in certain states).

If you have not previously designated a death benefit option, a Beneficiary must
request the death benefit be paid under one of the death benefit  options below.
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 Contract 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.

OPTION A: lump sum payment of the death benefit.

OPTION B: the payment of the entire death benefit  within 5 years of the date of
the Contract  Owner's or any Joint Owner's  death.  Allianz Life will assess the
full  contract   maintenance   charge  to  each  Beneficiary  on  each  Contract
anniversary.

OPTION C: payment of the death benefit under an Annuity Option over the lifetime
of the Beneficiary or over a period not extending  beyond the life expectancy of
the  Beneficiary.  Distribution  under this option must begin within one year of
the date of the Contract  Owner's or any Joint Owner's death.  The full contract
maintenance charge will continue to be assessed to each Beneficiary. Any portion
of the death benefit not applied under Option C within one


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32


year of the date of the Contract  Owner's death must be distributed  within five
years of the date of death.

If the Beneficiary wants to receive the payment other than in a lump sum, he/she
may only make such an election  during the 60 day period  after the day that the
lump sum first became payable by Allianz Life.

If a lump sum  payment is  requested,  the amount  will be paid within 7 days of
receipt  of  proof of death  and the  valid  election,  including  any  required
governmental  forms,  unless the Suspension or Deferral of Payments Provision is
in effect.

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 will become the Annuitant unless you designate  another
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
--------------------------------------------------------------------------------


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 direct  business  in 49 states  and the  District  of  Columbia.
Allianz Life is a wholly-owned subsidiary of Allianz  Versicherungs-AG  Holding.
THE SEPARATE ACCOUNT

Allianz Life  established a separate account named 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
Sub-Accounts.  Each Sub-Account invests in one Portfolio of an Underlying Mutual
Fund. The obligations under the Contracts are obligations of Allianz Life.

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

USAllianz  Investor  Services,  LLC (formerly NALAC Financial Plans,  LLC), 1750
Hennepin  Avenue,  Minneapolis,  MN  55403,  acts  as  the  distributor  of  the
Contracts.  USAllianz  Investor  Services LLC, is a  wholly-owned  subsidiary of
Allianz Life.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers  will  be  paid  commissions  up  to  6%  of  Purchase  Payments.
Sometimes,  Allianz Life enters into an agreement with the  broker-dealer to pay
the  broker-dealer  commissions  as a  combination  of a  certain  amount of the
commission at the time of sale and a trail commission (which when
totaled could exceed 6% of Purchase Payments). In addition, Allianz Life 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 withdrawal  occurs  within 12 months of a
Purchase Payment.

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33

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

Insurance Company                                2

Experts                                          2

Legal Opinions                                   2

Distributor                                      2

Reduction or Elimination of the
Contingent Deferred Sales Charge                 2

Calculation of Performance Data                  3

Federal Tax Status                               7

Annuity Provisions                              12

Financial Statements                            13


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