ALLIANZ LIFE VARIABLE ACCOUNT B
497, 2000-08-08
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1



                          THE VARIABLE ANNUITY CONTRACT

                                    issued by

                         ALLIANZ LIFE VARIABLE ACCOUNT B

                                       and

                 ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA

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

The  annuity  has 37  Variable  Options,  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  choices  (which  includes any of the Variable  Options 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.


<TABLE>
<CAPTION>

*The Fund name changed:

   CURRENT NAME                                    PREVIOUS NAME
---------------------------------------------------------------------------------------------------------------------------
   <S>                                             <C>
   Franklin  Growth and Income  Securities       Fund Franklin Growth and Income Fund
   Seligman Global  Technology  Portfolio        Seligman  Henderson Global Technology Portfolio
   Templeton  Developing Markets Securities Fund Templeton  Developing Markets Equity Fund
   Templeton Growth  Securities Fund             Templeton Global Growth Fund
   Templeton Pacific Growth Securities Fund      Templeton Pacific Growth Fund
</TABLE>



<PAGE>

2


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 34 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  1-800-542-5427  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                   16

     Ownership                                     16

         Contract Owner                            16
         Joint Owner                               16
         Annuitant                                 16
         Beneficiary                               16
         Assignment                                17

2. Annuity Payments (The Payout Phase)             17

     Income Date                                   17
     Annuity Payments                              17
     Annuity Options                               17
     Guaranteed Minimum Income Benefits (GMIB)
         Annuity Income Protection                 19

3. Purchase                                        20
     Purchase Payments                             20
     Automatic Investment Plan                     20
     Allocation of Purchase Payments               20
     Free Look                                     20
     Accumulation Units                            21

4. Investment Options                              21
     Transfers                                     23
     Dollar Cost Averaging Program                 24
     Flexible Rebalancing                          24
     Financial Advisers - Asset
         Allocation Programs                       24
     Voting Privileges                             25
     Substitution                                  25

5. Expenses                                        25
     Insurance Charges                             25
         Mortality and Expense Risk Charge         25
         Administrative Charge                     25
         Distribution Expense Charge               25
     Contract Maintenance Charge                   25
     Contingent Deferred Sales Charge              26
     Partial Withdrawal Privilege                  26




     Waiver of Contingent Deferred
         Sales Charge Benefits                     26
      Reduction or Elimination of the
     Contingent Deferred Sales Charge              27
     Commutation Fee                               27
     Transfer Fee                                  27
     Premium Taxes                                 27
     Income Taxes                                  27
     Portfolio Expenses                            27

6. Taxes                                           27
    Annuity Contracts in General                   27
    Qualified and Non-Qualified Contracts          28
    Multiple Contracts                             28
    Withdrawals-- Non-Qualified Contracts          28
    Withdrawals-- Qualified Contracts              29
    Withdrawals-- Tax-Sheltered Annuities          29
    Diversification                                29

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

8. Performance                                     31

9. Death Benefit                                   31
    Upon Your Death                                31
        Guaranteed Minimum Death Benefits (GMDB)
                  Death Benefit Protection         31
       The Traditional Guaranteed Minimum
                        Protection Benefit         31
        The Enhanced Guaranteed Minimum
                             Death Benefit         32
    Death Benefit Options                          32
    Death of Annuitant                             33

10. Other Information                              33
    Allianz Life                                   33
    The Separate Account                           33
    Distribution                                   33
    Administration                                 34
    Financial Statements                           34

Table of Contents of the Statement of

Additional Information                             34

Appendix                                           35



<PAGE>

4



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                              16
Accumulation Unit                               21
Annuitant                                       16
Annuity Options                                 17
Annuity Payments                                17
Annuity Unit                                    21
Beneficiary                                     16
Contract                                        16
Contract Owner                                  16
Fixed Account                                   16

                                              Page

Income Date                                     17
Joint Owner                                     16
Non-Qualified                                   28
Payout Phase                                    17
Portfolios                                      21
Purchase Payment                                20
Qualified                                       28
Tax Deferral                                    28
Variable Option                                 21


<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 37 Variable  Options
and the Allianz Life Fixed  Account.  The  Contract is intended  for  retirement
savings  or  other  long-term  investment  purposes.  The  Contract  provides  a
Traditional  Guaranteed Minimum Protection Benefit  (Traditional  GMPB). You can
elect the  Enhanced  Guaranteed  Minimum  Death  Benefit  (Enhanced  GMDB),  the
Enhanced  Guaranteed Income Benefit (Enhanced GMIB) or both (together,  Enhanced
Guaranteed Minimum  Protection Benefit (Enhanced GMPB)).  These features provide
for a guaranteed  death benefit and a guaranteed  annuity  income benefit (which
provides for guaranteed  minimum payments during the Payout Phase). THE GMIB MAY
NOT BE  AVAILABLE  IN YOUR  STATE.  CHECK  WITH YOUR  REGISTERED  REPRESENTATIVE
REGARDING AVAILABILITY.

ANNUITY PAYMENTS:  If you want to receive regular income from your annuity,  you
can choose an Annuity Option.  You can choose whether to have payments come from
our general  account,  the available  Variable Options or both. If you choose to
have any part of your payments come from the Variable Options, the dollar amount
of your payments may go up or down based on the  performance of the  Portfolios.
This product offers guaranteed income protection  through either the Traditional
GMPB or the Enhanced  GMIB. To receive the  Traditional or Enhanced GMIB annuity
income benefit:

1.  your Income Date must be within 30 days following a Contract anniversary
    beginning with the seventh  Contract anniversary;

2.  you must elect to receive payments from AllianzLife's general account
    (fixed annuity payments); and

3.  if you select an Annuity Option which provides for a period certain, the
    period must be for at least 10  years.

PURCHASE: You can buy the Contract with $5,000 or more. You can add $250 or
more any time you like during the Accumulation Phase.

INVESTMENT OPTIONS: You can put your money in the Variable Options and/or you
can invest in the Allianz Life Fixed Account. 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.  During the  Accumulation  Phase,  Allianz Life currently  waives this
charge if the value of your Contract is at least $100,000.

Allianz Life deducts a mortality and expense risk charge which varies  depending
upon whether you select the Traditional  GMPB, the Enhanced  Guaranteed  Minimum
Death Benefit  (Enhanced GMDB), the Enhanced  Guaranteed  Minimum Income Benefit
(Enhanced  GMIB) or both, the Enhanced GMDB and the Enhanced GMIB. The charge is
equal,  on an annual basis,  to 1.25% of the average daily value of the Contract
invested in a Variable Option if you select the Traditional  GMPB,  1.55% of the
average daily value of the Contract  invested in a Variable Option if you select
either the Enhanced  GMDB OR the Enhanced  GMIB,  and 1.75% of the average daily
value of the  Contract  invested  in a Variable  Option if you  select  both the
Enhanced GMDB AND the Enhanced GMIB. 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 Variable Option.

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 7% in the first year and declines to 0% after 5
years.

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

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.

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

ACCESS TO YOUR MONEY: You can take money out of your Contract during the
Accumulation Phase. With-


<PAGE>

6

drawals 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 on a variable  payout
basis.  Money you take out during the Payout  Phase is subject to a  commutation
fee.

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 GMDB or the Enhanced GMDB.

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 value
of your  Contract 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 19312-0031
         1-800-624-0197

<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                      7%
                                      1                      6%
                                      2                      5%
                                      3                      4%
                                      4                      3%
                               5 years or more               0%
<TABLE>
<CAPTION>

Commutation Fee

(as a percentage of amount liquidated under Annuity Option 2 or 4)(as a percentage of amount liquidated under Annuity Option 6)

              YEARS SINCE                                     NUMBER OF COMPLETE CONTRACT YEARS
                INCOME DATE              CHARGE                SINCE RECEIPT OF PURCHASE
                                                                      PAYMENT                  CHARGE
                   <S>                     <C>                            <C>                      <C>
                   0-1                     5%                             0                        7%
                   1-2                     4%                             1                        6%
                   2-3                     3%                             2                        5%
                   3-4                     2%                             3                        4%
                 over 4                    1%                             4                        3%
                                                                   5 years or more                 0%
</TABLE>

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 GMDB OR ENHANCED GMDB
                      GMPB ENHANCED GMIB AND ENHANCED GMIB
Mortality and Expense Risk Charge    1.25%                  1.55%          1.75%
Administrative Charge                .15%                   .15%           .15%
Distribution Expense Charge          0.00%                  0.00%          0.00%
--------------------------------------------------------------------------------
Total Separate Account
Annual Expenses                      1.40%                  1.70%          1.90%


* Each year,  on a cumulative  basis (minus any  previous  withdrawals  you make
which are not  subject to a  contingent  deferred  sales  charge),  you may make
partial  withdrawals  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.

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


<PAGE>

8

<TABLE>
<CAPTION>


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


(as a percentage of a  Portfolio's  average daily net assets for the most recent
fiscal year). See the accompanying Portfolio prospectuses for more information.
                                                                                                          TOTAL FUND
                                                                                      THER EXPENSES        EXPENSES
                                                                                   (AFTER WAIVERS/     (AFTER WAIVERS/
                                                  MANAGEMENT            12B-1      REIMBURSEMENTS     REIMBURSEMENTS
PORTFOLIO                                            FEES                FEES         AS NOTED)         AS 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 2 3/5        .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 & Income Portfolio13           .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 11.7%,  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 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.  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 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 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 organizational 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
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 management fee, which exceed 0.40%, and to reimburse all expenses of Seligman Small-Cap Value Portfolio,
other than management fees, which exceed 1.00%. 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 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 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 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 no 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 0.62% for the Van Kampen LIT Enterprise Portfolio and 0.92% for the Van Kampen LIT Growth and Income Portfolio.
</FN>
</TABLE>

<PAGE>

10

<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  Contract  size is greater  than  $1,000,  the
contract maintenance charge is reduced accordingly.

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

o For additional information, see "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 GMPB

         (b) the Enhanced GMDB or Enhanced GMIB

         (c) the Enhanced GMDB and Enhanced GMIB (Enhanced GMPB)

VARIABLE OPTION                                   1 YEAR            3 YEARS            5 YEARS         10 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>               <C>               <C>
AIM V.I. Capital Appreciation Fund                (a)$93            (a)$120           (a)$149          (a) $256

                                                  (b) 96            (b) 129           (b) 165          (b)  287

                                                  (c) 98            (c) 135           (c) 175          (c)  306
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Growth Fund                              (a) 93            (a) 120           (a) 149          (a)  256

                                                  (b) 96            (b) 129           (b) 165          (b)  287

                                                  (c) 98            (c) 135           (c) 175          (c)  306
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Fund                (a) 95            (a) 127           (a) 162          (a)  281

                                                  (b) 98            (b) 136           (b) 176          (b)  310

                                                  (c)100            (c) 142           (c) 186          (c)  329
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Fund                               (a) 93            (a) 121           (a) 151          (a)  259

                                                  (b) 96            (b) 130           (b) 166          (b)  290

                                                  (c)98             (c) 136           (c) 176          (c)  309
---------------------------------------------------------------------------------------------------------------------------

Alger American Growth Portfolio                   (a) 93            (a) 122           (a) 152          (a)  262

                                                  (b) 96            (b) 131           (b) 168          (b)  293

                                                  (c) 98            (c) 137           (c) 177          (c)  312
---------------------------------------------------------------------------------------------------------------------------

Alger American Leveraged AllCap Portfolio         (a)  95           (a) 126           (a) 160          (a)  277

                                                  (b) 98            (b) 135           (b) 175          (b)  306

                                                  (c)100            (c) 141           (c) 184          (c)  326
---------------------------------------------------------------------------------------------------------------------------

Alger American MidCap Growth Portfolio            (a)  94           (a) 123           (a) 155          (a)  268

                                                  (b)  97           (b) 132           (b) 171          (b)  299

                                                  (c)  99           (c) 138           (c) 180          (c)  318
---------------------------------------------------------------------------------------------------------------------------

Alger American Small Capitalization Portfolio     (a)  94           (a) 125           (a) 158          (a)  274

                                                  (b)  97           (b) 134           (b) 173          (b)  303

                                                  (c)  99           (c) 140           (c) 183          (c)  323
---------------------------------------------------------------------------------------------------------------------------

Davis VA Financial Portfolio                      (a)  95           (a) 128           (a) 163          (a)  284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------


<PAGE>

11




VARIABLE OPTION                                   1 YEAR                3 YEARS           5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
Davis VA Real Estate Portfolio                    (a)  $95          (a) $128          (a) $163         (a) $284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Davis VA Value Portfolio                          (a)  95           (a) 128           (a) 163          (a)  284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Franklin Growth and Income Securities Fund        (a)  93           (a) 120           (a) 150          (a)  257

                                                  (b)  96           (b) 129           (b) 165          (b)  288

                                                  (c)  98           (c) 135           (c) 175          (c)  307
---------------------------------------------------------------------------------------------------------------------------

Franklin Rising Dividends Securities Fund         (a)  95           (a) 128           (a) 163          (a)  284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Franklin Small Cap Fund                           (a)  96           (a) 130           (a) 167          (a)  291

                                                  (b)  99           (b) 139           (b) 181          (b)  320

                                                  (c)  101          (c) 145           (c) 191          (c)  339
---------------------------------------------------------------------------------------------------------------------------

Franklin U.S. Government Fund                     (a)  93           (a) 121           (a) 151          (a)  259

                                                  (b)  96           (b) 130           (b) 166          (b)  290

                                                  (c)  98           (c) 136           (c) 176          (c)  309
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan International Opportunities Portfolio (a) 97            (a) 134           (a) 173          (a)  303

                                                  (b) 100           (b) 143           (b) 188          (b)  332

                                                  (c)  102          (c) 149           (c) 198          (c)  351
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan U.S. Disciplined Equity Portfolio     (a)  94           (a) 123           (a) 155          (a)  268

                                                  (b)  97           (b) 132           (b) 171          (b)  299

                                                  (c)  99           (c) 138           (c) 180          (c)  318
---------------------------------------------------------------------------------------------------------------------------

Mutual Discovery Securities Fund                  (a)  98           (a) 136           (a) 176          (a)  309

                                                  (b)  101          (b) 145           (b) 191          (b)  338

                                                  (c)  103          (c) 150           (c) 200          (c)  357
---------------------------------------------------------------------------------------------------------------------------

Mutual Shares Securities Fund                     (a)  96           (a) 129           (a) 165          (a)  288

                                                  (b)  99           (b) 138           (b) 180          (b)  317

                                                  (c)  101          (c) 144           (c) 190          (c)  336
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Global Securities Fund/VA             (a)  92           (a) 118           (a) 147          (a)  252

                                                  (b)  95           (b) 128           (b) 163          (b)  283

                                                  (c)  97           (c) 134           (c) 173          (c)  302
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer High Income Fund/VA                   (a)  93           (a) 120           (a) 150          (a)  258

                                                  (b)  96           (b) 129           (b) 166          (b)  289

                                                  (c)  98           (c) 135           (c) 176          (c)  308
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Main Street Growth & Income Fund/VA   (a)  93           (a) 121           (a) 152          (a)  261

                                                  (b)  96           (b) 130           (b) 167          (b)  292

                                                  (c)  98           (c) 136           (c) 177          (c)  311
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT High Yield Bond Portfolio               (a)  93           (a) 120           (a) 150          (a)  258

                                                  (b)  96           (b) 129           (b) 166          (b)  289

                                                  (c)  98           (c) 135           (c) 176          (c)  308
---------------------------------------------------------------------------------------------------------------------------


<PAGE>

12


VARIABLE OPTION                                   1 YEAR               3 YEARS            5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
PIMCO VIT StocksPLUS Growth and Income Portfolio  (a)  $92          (a) $117          (a) $145         (a) $248

                                                  (b)  95           (b) 126           (b) 161          (b)  279

                                                  (c)  97           (c) 132           (c) 171          (c)  299
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT Total Return Bond Portfolio             (a) 92            (a) 117           (a) 145          (a)  248

                                                  (b)  95           (b) 126           (b) 161          (b)  279

                                                  (c)  97           (c) 132           (c) 171          (c)  299
---------------------------------------------------------------------------------------------------------------------------

Seligman Global Technology Portfolio              (a)  99           (a) 140           (a) 183          (a)  323

                                                  (b)  102          (b) 149           (b) 198          (b)  351

                                                  (c)  104          (c) 155           (c) 207          (c)  369
---------------------------------------------------------------------------------------------------------------------------

Seligman Small-Cap Value Portfolio                (a)  95           (a) 128           (a) 163          (a)  284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Templeton Developing Markets Securities Fund      (a)  103          (a) 152           (a) 203          (a)  361

                                                  (b)  106          (b) 161           (b) 217          (b)  388

                                                  (c) 108           (c) 166           (c) 227          (c)  406
---------------------------------------------------------------------------------------------------------------------------

Templeton Growth Securities Fund                  (a)  97           (a) 132           (a) 170          (a)  297

                                                  (b)  100          (b) 141           (b) 184          (b)  326

                                                  (c)  102          (c) 147           (c) 194          (c)  345
---------------------------------------------------------------------------------------------------------------------------

Templeton Pacific Growth Securities Fund          (a)  99           (a) 138           (a) 179          (a)  316

                                                  (b)  102          (b) 147           (b) 194          (b)  345

                                                  (c)  104          (c) 152           (c) 204          (c)  363
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Diversified Assets Fund             (a)  95           (a) 128           (a) 163          (a)  284

                                                  (b)  98           (b) 137           (b) 178          (b)  313

                                                  (c)  100          (c) 143           (c) 188          (c)  332
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Fixed Income Fund                   (a)  93           (a) 120           (a) 150          (a)  258

                                                  (b)  96           (b) 129           (b) 166          (b)  289

                                                  (c)  98           (c) 135           (c) 176          (c)  308
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Global Opportunities Fund           (a)  100          (a) 143           (a) 188          (a)  333

                                                  (b) 103           (b) 152           (b) 203          (b)  361

                                                  (c) 105           (c) 158           (c) 212          (c)  379
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Growth Fund                         (a)  94           (a) 125           (a) 158          (a)  274

                                                  (b)  97           (b) 134           (b) 173          (b)  303

                                                  (c)  99           (c) 140           (c) 183          (c)  323
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Money Market Fund                   (a)  94           (a) 125           (a) 158          (a)  274

                                                  (b)  97           (b) 134           (b) 173          (b)  303

                                                  (c)  99           (c) 140           (c) 183          (c)  323
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Enterprise Portfolio               (a)  91           (a) 116           (a) 143          (a)  243

                                                  (b)  94           (b) 125           (b) 158          (b)  274

                                                  (c) 96            (c) 131           (c) 168          (c)  294
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Growth & Income Portfolio          (a)  93           (a) 120           (a) 150          (a)  258

                                                  (b)  96           (b) 129           (b) 166          (b)  289
                                                  (c)  98           (c) 135           (c) 176          (c)  308
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

13


<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 GMPB

(b) the Enhanced GMDB or Enhanced GMIB

(c) the Enhanced GMDB and Enhanced GMIB (Enhanced GMPB)

VARIABLE OPTION                                   1 YEAR                3 YEARS           5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>              <C>               <C>
AIM V.I. Capital Appreciation Fund                (a)$23            (a) $70           (a)$119          (a) $256

                                                  (b)  26           (b)  79           (b) 135          (b)  287

                                                  (c)  28           (c)  85           (c) 145          (c)  306
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Growth Fund                              (a)  23           (a)  70           (a) 119          (a)  256

                                                  (b)  26           (b)  79           (b) 135          (b)  287

                                                  (c)  28           (c)  85           (c) 145          (c)  306
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. International Equity Fund                (a)  25           (a)  77           (a) 132          (a)  281

                                                  (b)  28           (b)  86           (b) 146          (b)  310

                                                  (c)  30           (c)  92           (c) 156          (c)  329
---------------------------------------------------------------------------------------------------------------------------

AIM V.I. Value Fund                               (a) 23            (a)  71           (a) 121          (a)  259

                                                  (b)  26           (b)  80           (b) 136          (b)  290

                                                  (c)  28           (c)  86           (c) 146          (c)  309
---------------------------------------------------------------------------------------------------------------------------

Alger American Growth Portfolio                   (a)  23           (a)  72           (a) 122          (a)  262

                                                  (b)  26           (b)  81           (b) 138          (b)  293

                                                  (c)  28           (c)  87           (c) 147          (c)  312
---------------------------------------------------------------------------------------------------------------------------

Alger American Leveraged AllCap Portfolio         (a)  25           (a)  76           (a) 130          (a)  277

                                                  (b) 28            (b)  85           (b) 145          (b)  306

                                                  (c)  30           (c)  91           (c) 154          (c)  326
---------------------------------------------------------------------------------------------------------------------------

Alger American MidCap Growth Portfolio            (a)  24           (a)  73           (a) 125          (a)  268

                                                  (b)  27           (b)  82           (b) 141          (b)  299

                                                  (c)  29           (c)  88           (c) 150          (c)  318
---------------------------------------------------------------------------------------------------------------------------

Alger American Small Capitalization Portfolio     (a)  24           (a)  75           (a) 128          (a)  274

                                                  (b)  27           (b)  84           (b) 143          (b)  303

                                                  (c)  29           (c)  90           (c) 153          (c)  323
---------------------------------------------------------------------------------------------------------------------------

Davis VA Financial Portfolio                      (a)  25           (a)  78           (a) 133          (a)  284

                                                  (b)  28           (b)  87           (b) 148          (b)  313

                                                  (c)  30           (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Davis VA Real Estate Portfolio                    (a)  25           (a)  78           (a) 133          (a)  284

                                                  (b) 28            (b)  87           (b) 148          (b)  313

                                                  (c)  30           (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Davis VA Value Portfolio                          (a)  25           (a)  78           (a) 133          (a)  284

                                                  (b)  28           (b)  87           (b) 148          (b)  313

                                                  (c)  30           (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Franklin Growth and Income Securities Fund        (a)  23           (a)  70           (a) 120          (a)  257

                                                  (b)  26           (b)  79           (b) 135          (b)  288

                                                  (c)  28           (c)  85           (c) 145          (c)  307
---------------------------------------------------------------------------------------------------------------------------


<PAGE>

14



---------------------------------------------------------------------------------------------------------------------------
VARIABLE OPTION                                   1 YEAR               3 YEARS            5 YEARS          10 YEARS
Franklin Rising Dividends Securities Fund         (a)  $25          (a)  $78          (a) $133         (a) $284

                                                  (b)  28           (b)  87           (b) 148          (b)  313

                                                  (c)  30           (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Franklin Small Cap Fund                           (a)  26           (a)  80           (a) 137          (a)  291

                                                  (b)  29           (b)  89           (b) 151          (b)  320

                                                  (c)  31           (c)  95           (c) 161          (c)  339
---------------------------------------------------------------------------------------------------------------------------

Franklin U.S. Government Fund                     (a)  23           (a)  71           (a) 121          (a)  259

                                                  (b)  26           (b)  80           (b) 136          (b)  290

                                                  (c)  28           (c)  86           (c) 146          (c)  309
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan International Opportunities Portfolio (a)  27           (a)  84           (a) 143          (a)  303

                                                  (b)  30           (b)  93           (b) 158          (b)  332

                                                  (c)  32           (c)  99           (c) 168          (c)  351
---------------------------------------------------------------------------------------------------------------------------

J.P. Morgan U.S. Disciplined Equity Portfolio     (a) 24            (a)  73           (a) 125          (a)  268

                                                  (b) 27            (b)  82           (b) 141          (b)  299

                                                  (c)  29           (c)  88           (c) 150          (c)  318
---------------------------------------------------------------------------------------------------------------------------

Mutual Discovery Securities Fund                  (a)  28           (a)  86           (a) 146          (a)  309

                                                  (b) 31            (b)  95           (b) 161          (b)  338

                                                  (c)  33           (c) 100           (c) 170          (c)  357
---------------------------------------------------------------------------------------------------------------------------

Mutual Shares Securities Fund                     (a)  26           (a)  79           (a) 135          (a)  288

                                                  (b)  29           (b)  88           (b) 150          (b)  317

                                                  (c)  31           (c)  94           (c) 160          (c)  336
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Global Securities Fund/VA             (a)  22           (a)  68           (a) 117          (a)  252

                                                  (b)  25           (b)  78           (b) 133          (b)  283

                                                  (c)  27           (c)  84           (c) 143          (c)  302
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer High Income Fund/VA                   (a)  23           (a)  70           (a) 120          (a)  258

                                                  (b) 26            (b)  79           (b) 136          (b)  289

                                                  (c)  28           (c)  85           (c) 146          (c)  308
---------------------------------------------------------------------------------------------------------------------------

Oppenheimer Main Street Growth and Income Fund/VA   (a)              23(a)             71 (a)           122(a)     261

                                                  (b)  26           (b)  80           (b) 137          (b)  292

                                                  (c)  28           (c)  86           (c) 147          (c)  311
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT High Yield Bond Portfolio               (a)  23           (a)  70           (a) 120          (a)  258

                                                  (b) 26            (b)  79           (b) 136          (b)  289

                                                  (c)  28           (c)  85           (c) 146          (c)  308
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT StocksPLUS Growth & Income Portfolio    (a)  22           (a)  67           (a) 115          (a)  248

                                                  (b)  25           (b)  76           (b) 131          (b)  279

                                                  (c) 27            (c)  82           (c) 141          (c)  299
---------------------------------------------------------------------------------------------------------------------------

PIMCO VIT Total Return Bond Portfolio             (a)  22           (a)  67           (a) 115          (a)  248
                                                  (b)  25           (b)  76           (b) 131          (b)  279

                                                  (c)  27           (c)  82           (c) 141          (c)  299
---------------------------------------------------------------------------------------------------------------------------

Seligman Global Technology Portfolio              (a)  29           (a)  90           (a) 153          (a)  323

                                                  (b)  32           (b)  99           (b) 168          (b)  351

                                                  (c)  34           (c)  105          (c) 177          (c)  369
---------------------------------------------------------------------------------------------------------------------------


<PAGE>

15




VARIABLE OPTION                                   1 YEAR                3 YEARS           5 YEARS          10 YEARS
---------------------------------------------------------------------------------------------------------------------------
Seligman Small-Cap Value Portfolio                (a)  $25          (a)  $78          (a) $133         (a) $284

                                                  (b)  28           (b)  87           (b) 148          (b)  313

                                                  (c) 30            (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

Templeton Developing Markets Securities Fund      (a)  33           (a)  102          (a) 173          (a)  361

                                                  (b)  36           (b) 111           (b) 187          (b)  388

                                                  (c)  38           (c) 116           (c) 197          (c)  406
---------------------------------------------------------------------------------------------------------------------------

Templeton Growth Securities Fund                  (a)  27           (a)  82           (a) 140          (a)  297

                                                  (b)  30           (b)  91           (b) 154          (b)  326

                                                  (c)  32           (c)  97           (c) 164          (c)  345
---------------------------------------------------------------------------------------------------------------------------

Templeton Pacific Growth Securities Fund          (a)  29           (a)  88           (a) 149          (a)  316

                                                  (b) 32            (b)  97           (b) 164          (b)  345

                                                  (c)  34           (c) 102           (c) 174          (c)  363
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Diversified Assets Fund             (a)  25           (a)  78           (a) 133          (a)  284

                                                  (b)  28           (b)  87           (b) 148          (b)  313

                                                  (c)  30           (c)  93           (c) 158          (c)  332
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Fixed Income Fund                   (a) 23            (a)  70           (a) 120          (a)  258

                                                  (b)  26           (b)  79           (b) 136          (b)  289

                                                  (c)  28           (c)  85           (c) 146          (c)  308
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Global Opportunities Fund           (a)  30           (a)  93           (a) 158          (a)  333

                                                  (b)  33           (b) 102           (b) 173          (b)  361

                                                  (c)  35           (c) 108           (c) 182          (c)  379
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Growth Fund                         (a)  24           (a)  75           (a) 128          (a)  274

                                                  (b)  27           (b)  84           (b) 143          (b)  303

                                                  (c)  29           (c)  90           (c) 153          (c)  323
---------------------------------------------------------------------------------------------------------------------------

USAllianz VIP Money Market Fund                   (a)  24           (a)  75           (a) 128          (a)  274

                                                  (b)  27           (b)  84           (b) 143          (b)  303

                                                  (c)  29           (c)  90           (c) 153          (c)  323
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Enterprise Portfolio               (a)  21           (a)  66           (a) 113          (a)  243

                                                  (b)  24           (b)  75           (b) 128          (b)  274

                                                  (c)  26           (c)  81           (c) 138          (c)  294
---------------------------------------------------------------------------------------------------------------------------

Van Kampen LIT Growth & Income Portfolio          (a)  23           (a)                    70           (a) 120    (a)
258

                                                  (b)               26(b)                  79           (b) 136    (b)
                                                  289

                                                  (c)  28           (c)               85 (c)            146(c)
308
---------------------------------------------------------------------------------------------------------------------------

</TABLE>



As of December 31, 1999, no Contracts had been sold. Therefore, Allianz Life has
not provided Condensed Financial Information.



<PAGE>

16




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," and "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 maxi- mum 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/or the Annuity Payments
vary depending on the performance of the underlying Portfolios.

An annuity is a contract  between you, the owner,  and an insurance  company (in
this case Allianz  Life),  where the insurance  company  promises to pay you (or
someone else you choose) an income, in the form of Annuity Payments. The Annuity
Payments  must begin on a  designated  date that is at least two years after you
buy the Contract.  Until you decide to begin receiving  Annuity  Payments,  your
Contract  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 choices -- the 37 Variable Options, each of which invests
in one Portfolio,  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 twelve
month period.  Your initial  interest rate is set on the date when your money is
invested  in the Fixed  Account  and  remains  effective  for one year.  Initial
interest rates are declared  monthly.  Allianz Life guarantees that the interest
credited to the Fixed  Account will not be less than 3% per year.  If you select
the Fixed  Account,  your money will be placed with the other general  assets of
Allianz  Life.  Allianz  Life may change  the terms of the Fixed  Account in the
future--please contact Allianz Life for the most current terms.

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

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. You should consult with your tax adviser before doing this.

JOINT OWNER. The Contract can be owned by Joint Owners.  Any Joint Owner must be
the  spouse of the  other  Contract  Owner  (this  requirement  may not apply in
certain states). Upon the death of either Joint Owner, the surviving Joint Owner
will be the designated  Beneficiary.  Any other  Beneficiary  designation at the
time the Contract  was issued or as may have been later  changed will be treated
as a contingent Beneficiary unless otherwise indicated.

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

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




<PAGE>

17


ASSIGNMENT.  You can  transfer  ownership  of (assign)  the Contract at any time
during your lifetime.  Allianz Life will not be bound by the assignment until it
records the assignment. Allianz Life will not be liable for any payment or other
action we take in accordance  with the Contract  before we receive notice of the
assignment.  Any assignment  made after the death benefit has become payable can
only be done with our consent. An assignment may be a taxable event.

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


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


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 2 years after you buy the  Contract.  To receive the annuity  income
protection of the Guaranteed  Minimum Income  Benefit,  your Income Date must be
within 30 days following a Contract anniversary  beginning with the 7th Contract
anniversary (and certain other conditions must be met).

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, or the maximum date permitted under state
law. This  limitation  may not apply when the Contract is issued to a charitable
remainder trust.

ANNUITY PAYMENTS

The Contract  provides  for a Guaranteed  Minimum  Income  Benefit  (GMIB) under
certain  circumstances.  The amount of the guaranteed minimum payment depends on
whether you select the  Traditional  GMIB or the Enhanced GMIB (see below).  THE
GMIB  MAY  NOT  BE  AVAILABLE  IN  YOUR  STATE.   CHECK  WITH  YOUR   REGISTERED
REPRESENTATIVE REGARDING AVAILABILITY.

You may elect to receive your Annuity Payments as:

o a variable payout,
o a fixed payout, or
o a combination of both.

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

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

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

2.  the assumed investment rate used in the annuity table for the Contract; and

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

You can choose a 3%, 5% or 7% assumed  investment rate (AIR).  The 7% AIR is not
available in all states. If the actual performance exceeds the AIR you selected,
your Annuity Payments will increase.  Similarly, if the actual rate is less than
the AIR you selected, 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 or any other Annuity Option you want
and that  Allianz  Life  agrees to  provide.  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 5 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 5,  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




<PAGE>

18


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,  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 withdrawal  (partial
liquidation)  of an amount up to 75% of the Total  Liquidation  Value,  less any
previously  liquidated  amounts.  The  Total  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, less a commutation fee. The minimum amount
that you can  liquidate  is the lesser of $500 or the  remaining  portion of the
Total Liquidation Value available.  The partial liquidation will be processed on
the next annuity  calculation  date after your written request is received.  The
liquidation  feature  allows  any  portion  of the 75%  that you do not use in a
Contract  year to carry  over from  year to year.  It will be based on the Total
Liquidation Value for the year that you make a liquidation.

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 can be equal
to 100%, 75% or 50% of the amount that was being paid when both  Annuitants were
alive. The monthly Annuity  Payments will end when the last surviving  Annuitant
dies.

OPTION 4. JOINT AND LAST SURVIVOR  ANNUITY WITH MONTHLY  PAYMENTS OVER 5, 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 later 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 and 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
withdrawal (partial liquidation) of an amount up to 75% of the Total Liquidation
Value, less any previously  liquidated amounts.  The minimum amount that you can
liquidate  is  the  lesser  of  $500  or the  remaining  portion  of  the  Total
Liquidation  Value available.  The partial  liquidation will be processed on the
next  annuity  calculation  date after your  written  request is  received.  The
liquidation  feature  allows  any  portion  of the 75%  that you do not use in a
Contract  year to carry  over from  year to year.  It will be based on the Total
Liquidation Value for the year that you make a liquidation.

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

For a fixed Annuity Payment,  the amount of the refund will be any excess of the
amount  applied to this Annuity Option over the total of all payments made under
this option.  For a variable Annuity  Payment,  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 Annuity Units 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 5 to 30. If at the time of the
death of the later 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 have selected
to receive  payments on a variable  basis,  you may make a liquidation  at least
once each Contract year of up to 100% of the Total

<PAGE>

19

Liquidation Value in the Contract. The liquidation will be processed on the next
annuity  calculation date after your written request is received commuted as set
forth in the Contract.

GUARANTEED MINIMUM INCOME BENEFITS (GMIB) -- ANNUITY INCOME PROTECTION

In most states, the annuity Contract  automatically  includes a basic Guaranteed
Minimum  Protection  Benefit  (Traditional  GMPB),  which includes a Traditional
Guaranteed  Minimum Income  Benefit.  At the time you buy the Contract,  you can
elect the Enhanced  Guaranteed  Minimum Income  Benefit  (Enhanced  GMIB).  Once
selected, you cannot change it. If you do not make an election, you will receive
the  Traditional  GMPB.  Please  refer to the  applicable  endorsements  to your
Contract for the specific terms and conditions of these benefits.  The mortality
and expense risk charge is higher for Contracts  with the Enhanced  GMIB. If the
Contract is owned by a  non-natural  person,  then the GMIB only  applies if the
Contract  is  owned  for the  benefit  of an  individual.  THE  GMIB  MAY NOT BE
AVAILABLE IN YOUR STATE.  CHECK WITH YOUR  REGISTERED  REPRESENTATIVE  REGARDING
AVAILABILITY.

The  annuity  income  benefits  provided  are  described  below  and are used in
determining  the amount of each  Annuity  Payment you receive  during the Payout
Phase.  The GMIB can be used with any fixed Annuity  Option  provided for in the
Contract and provides for guaranteed  minimum Annuity Payments during the Payout
Phase.  The guaranteed  minimum income benefit  protection will apply only under
the following circumstances:

1.       Your Income date must be within 30 days following a Contract
anniversary beginning with the 7th Con-
tract anniversary;

2.       Annuity Payments can only be made under a fixed annuity payout
(regardless of the Annuity Option
you select); and

3.  If you choose an Annuity Option involving a period certain, the
period certain must be for at least 10
years.

The Traditional  Guaranteed  Minimum Income Benefit guarantees that your Annuity
Payments will be equal to the greater of:

o   current fixed payout rates applied to the current Contract value (less any
premium tax); or

o   guaranteed fixed payout rates applied to the guaranteed minimum income
benefit (GMIB) value.

The GMIB  value  is equal to  Purchase  Payments  reduced  by each  withdrawal's
percentage of Contract value withdrawn  (including any contingent deferred sales
charges paid on the withdrawals).

The Enhanced  Guaranteed  Minimum  Income Benefit  guarantees  that your Annuity
Payments will be equal to the greater of:

o   current fixed payout rates applied to the current Contract value (less any
premium tax); or

o  guaranteed  fixed payout rates  applied to the  enhanced  guaranteed  minimum
income benefit (Enhanced GMIB) value.

The Enhanced GMIB value is equal to the greater of A or B below:

A.  5% ANNUAL INCREASE AMOUNT

On the date your Contract is issued:  the 5% Annual  Increase Amount is equal to
your initial Purchase Payment since the 5% Annual Increase Amount is not applied
until your first Contract anniversary date.

On each business day other than a Contract  anniversary:  the 5% Annual Increase
Amount is equal to its value on the immediately  preceding  business day reduced
by the percentage of any Contract  value you withdraw  (including any contingent
deferred  sales charge) and increased by any  additional  Purchase  Payments you
make.

On every Contract  anniversary:  the 5% Annual  Increase  Amount is equal to its
value on the  immediately  preceding  business day increased by 5% prior to your
81st  birthday,  reduced by the  percentage  of any Contract  value you withdraw
(including  any contingent  deferred sales charge),  increased by any additional
Purchase Payments you make.

B.  GREATEST ANNIVERSARY VALUE

The  anniversary  value is equal to the  value of your  Contract  on a  Contract
anniversary,  reduced  by the  percentage  of any  Contract  value you  withdraw
(including   any   contingent   deferred   sales  charge)  since  that  Contract
anniversary.  When  determining  this  benefit,  Allianz Life will not take into
consideration  any  Contract  anniversaries  occurring  on or  after  your  81st
birthday or date of death.

If Joint  Owners are  named,  Allianz  Life will use the age of the older  Joint
Owner to determine the GMIB. If a non-natural person owns the Contract, then for
purposes of these benefits, you means the Annuitant.

<PAGE>

20


If your Income Date is before the 7th Contract  anniversary or on any date other
than  30  days  following  a  Contract   anniversary   after  the  7th  Contract
anniversary,  or if you want to receive a  variable  annuity  payout,  or if you
select an Annuity  Option  involving a period certain and the period is for less
than 10 years,  or if the GMIB is not available in your state,  then the annuity
payout for your Contract will be determined by applying the current payout rates
to the current Contract value.

The Appendix contains examples of how the Guaranteed Minimum Income Benefits are
calculated. The amounts used in the examples are purely hypothetical and are for
illustrative purposes only.


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 is $5,000.

o   the maximum amount we will accept without our prior approval is $1 million.

o   you can make additional Purchase Payments of $250 or more (or as low as
$100 if you have selected the
Automatic Investment Plan).

Allianz  Life  may,  at  its  sole   discretion,   waive  the  minimum   payment
requirements. We reserve the right to decline any Purchase Payments. At the time
you buy the Contract, you and the Annuitant cannot be older than 90 years old.

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

AUTOMATIC INVESTMENT PLAN

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

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a Contract,  we will  allocate  your  Purchase  Payment to the
Fixed Account and/or one or more of the Variable  Options you have selected.  We
ask that you allocate your money in either whole  percentages  or round dollars.
The Fixed Account may not be available in your state (check with your registered
representative).  Transfers  do  not  change  the  allocation  instructions  for
payments.  You can instruct us how to allocate  additional Purchase Payments you
make.  If you do not instruct us, we will  allocate them in the same way as your
previous  instructions  to us. You may change the allocation of future  payments
without  fee,   penalty  or  other  charge  upon  written  notice  or  telephone
instructions  to the 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 Variable Options that you
may invest in at one time. Currently,  you may invest in 10 Variable Options and
the Allianz Life Fixed Account.  We may change this in the future.  However,  we
will always allow you to invest in at least five Variable Options.

Once we receive your  Purchase  Payment 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.  You will receive back whatever your Contract is worth on
the day we receive your request. In certain states, or if you have

<PAGE>

21


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 Variable Options and/or the Fixed Account as you have
selected.

ACCUMULATION UNITS

The value of the portion of your Contract allocated to the Variable Options will
go up or down based upon the investment  performance  of the Variable  Option(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  Unit  (which  is like a share of a mutual
fund). During the Payout Phase of the Contract we call it an Annuity Unit.

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

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

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

The  value  of an  Accumulation  Unit  may go up or down  from  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  allocated to a Variable Option.
The number of  Accumulation  Units we credit your Contract with is determined by
dividing the amount of the Purchase  Payment  allocated to a Variable  Option by
the value of the corresponding Accumulation Unit.

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

EXAMPLE

On Wednesday we receive an additional  Purchase  Payment of $3,000 from you. You
have told us you want this to go to the 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  $3,000 by $13.25 and credit your
Contract on Wednesday night with $226.41509 Accumulation Units.


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


The Contract offers Variable Options. Each Variable Option invests in one of the
Portfolios  listed below. Each Portfolio has its own investment  objective.  The
Contract also offers a Fixed Account of Allianz Life.  Additional Portfolios may
be available in the future.

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 was
merged into similar  funds of Franklin  Templeton  Variable  Insurance  Products
Trust.

Investment  advisers for each  Portfolio are listed in the table below.  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
same  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.




<PAGE>

22
<TABLE>
<CAPTION>


The following is a list of the Portfolios  available  under the Contract and the
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.

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>

23

<TABLE>
<CAPTION>

*The Portfolio name changed as of the effective date listed below:

   CURRENT NAME                                    PREVIOUS NAME                               EFFECTIVE DATE
---------------------------------------------------------------------------------------------------------------------------
   <S>                                             <C>
   Franklin Growth and Income Securities Fund      Franklin Growth and Income Fund               05-01-2000
   Seligman Global Technology Portfolio            Seligman Henderson Global Technology Portfolio01-21-2000
   Templeton Developing Markets Securities Fund    Templeton Developing Markets Equity Fund      05-01-2000
   Templeton Growth Securities Fund                Templeton Global Growth Fund                  05-01-2000
   Templeton Pacific Growth Securities Fund        Templeton Pacific Growth Fund                 05-01-2000

</TABLE>



Shares of the  Portfolios  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
Portfolios may also be sold directly to qualified plans. The investment advisers
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 Portfolios' advisers,  distributors and/or affiliates for the administrative
services which it provides to the Portfolios.

TRANSFERS

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

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

3. Your request for a transfer must clearly state:

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

     o how much the transfer is for.

4. You cannot make any transfers within 7 calen- dar days prior to the date your
first Annuity Payment is due.

5.  After the Income  Date,  you may not make a  transfer  from a fixed  Annuity
Option to a vari-
able Annuity Option.

6. After the Income Date,  you can transfer from a variable  Annuity Option to a
fixed Annuity Option.

7. Your right to make  transfers is subject to modi- fication if we determine in
our sole opinion that the exercise of the right by one or more  Contract  Owners
is, or would be, to the disad-  vantage 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 modification  could be applied to transfers to or from one or more of
the Variable Options 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
          Variable Options 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.

<PAGE>

24

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

There are two Dollar Cost Averaging options. The first option is the Dollar Cost
Averaging  Fixed  Option.  It is  available  for new  Contracts  and  additional
Purchase  Payments to new and  existing  Contracts.  You will  receive a special
fixed rate  guaranteed  for one year by Allianz Life.  The Dollar Cost Averaging
Fixed Option may not be available in your state.

The second option is the Standard  Dollar Cost Averaging  Option.  It requires a
$3,000  minimum  investment  and  participation  for at least six months (or two
quarters).

All Dollar Cost  Averaging  transfers  will be made on the 10th day of the month
unless that day is not a business  day. If it is not,  then the transfer will be
made the next business day. You may elect 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 Variable Option(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 u
     by the first of the month to terminate that month); or

    o the Contract is terminated.

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

FLEXIBLE REBALANCING

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

<PAGE>

25

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 Variable  Options you have selected with
another Variable Option.  We would not do this without the prior approval of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.  We may also limit further  investment in a Variable  Option 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:

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  GMPB, the Enhanced GMDB,
the Enhanced GMIB or both the Enhanced GMDB and Enhanced GMIB (Enhanced GMPB).

    o Traditional GMPB: The charge is equal, on an annual basis, to 1.25% of the
average daily value of the Contract invested in a Variable Option.

    o Enhanced GMDB OR Enhanced GMIB: The charge is equal, on an annual basis,
      to 1.55% of the aver-
      age daily value of the Contract invested in a Vari-able Option.

    o Enhanced GMDB AND Enhanced GMIB: The charge is equal, on an annual
      basis, to 1.75% of the average daily value of the Contract invested in
      a Variable Option.

This charge  compensates us for 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).

ADMINISTRATIVE  CHARGE. This charge is equal, on an annual basis, to .15% of the
average daily value of the Contract invested in a Variable Option.  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 some of its  distribution  expenses  through the Portfolios,  it
may, in its sole discretion, charge a Distribution Expense Charge. The charge is
guaranteed  not to  exceed  .30% of the  average  daily  value  of the  Contract
invested in a Variable Option.

CONTRACT MAINTENANCE CHARGE

On each Contract  anniversary,  Allianz Life deducts $40 from 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 Variable Options and the
Fixed Account. The charge is for administrative expenses (see above).

However, during the Accumulation Phase, if the value of your Contract is at
least $100,000 when the deduction

<PAGE>

26

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  value of all your  Contracts.  If the  total  value of all
Contracts registered under the same social security number is at least $100,000,
Allianz  Life will not assess the  contract  maintenance  charge  (except in New
Jersey).  Currently,  the charge is also waived  during the Payout  Phase if the
value of your Contract at the Income Date is $100,000 (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  withdrawal  from your Contract  other than on a Contract
anniversary,  Allianz Life will deduct the contract  maintenance charge.  During
the Payout  Phase,  the charge will be  collected  monthly  out of each  Annuity
Payment.

CONTINGENT DEFERRED SALES CHARGE

Withdrawals  may be subject to a contingent  deferred  sales charge.  During the
Accumulation  Phase, you can make  withdrawals 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                     7%
                  1                     6%
                  2                     5%
                  3                     4%
                  4                     3%
           5 YEARS OR MORE              0%

However,  after Allianz Life has had a Purchase Payment for 5 full years,  there
is no charge  when you  withdraw  that  Purchase  Payment.  For  purposes of the
contingent deferred sales charge, Allianz Life treats withdrawals as coming from
the oldest Purchase Payments first.  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.

NOTE: FOR TAX PURPOSES, WITHDRAWALS 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 WITHDRAWAL  PRIVILEGE.  Each Contract year, on a cumulative basis (minus
any previous  withdrawals you have made which were not subject to the contingent
deferred  sales charge) you can make multiple  withdrawals up to 10% of Purchase
Payments and no contingent  deferred  sales charge will be deducted from the 10%
you take out. Cumulative means that if you do not use the 10% in a year, you may
carry it over to the next year.  (The 10% may be increased  when the Contract is
issued to a charitable  remainder  trust). If you make a withdrawal of more than
10%, the amount over the 10% amount will be subject to the  contingent  deferred
sales  charge.  If you make a total  withdrawal,  Allianz  Life will  assess the
contingent  deferred sales charge with no reductions for the Partial  Withdrawal
Privilege.

You may also elect to participate in the  Systematic  Withdrawal  Program or the
Minimum  Distribution  Program.  These  programs  allow you to make  withdrawals
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,  after the first Contract  year,  Allianz Life will permit you to
take your money out of the  Contract  without  deducting a  contingent  deferred
sales charge:

1. if you become confined to a nursing home;

2. if you become  terminally  ill,  which is defined  as life  expectancy  of 12
months or less (a full with- drawal of the Contract will be required); or

3. if you become totally disabled for at least 90 consecutive days.

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 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.  This benefit is available only once during
the life of the Contract.  You may not use both this benefit and the 10% Partial
Withdrawal Privilege in the same Contract year.

These  benefits vary from state to state and may not be available in your state.
(Check with your registered representative.)


<PAGE>

27

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.  The commutation fee is a percentage of the amount  liquidated
and is equal to:

For Annuity Options 2 and 4:

            YEARS SINCE             COMMUTATION
             INCOME DATE              FACTOR
-----------------------------------------   ------
                0 - 1                   5%
                1 - 2                   4%
                2 - 3                   3%
                3 - 4                   2%
               Over 4                   1%


For Annuity Option 6:

          NUMBER OF COMPLETE CONTRACT YEARS   COMMUTATION
            SINCE RECEIPT OF PURCHASE
                  PAYMENT                       FACTOR
                  ---------------------------------------
                   0                              7%
                   1                              6%
                   2                              5%
                   3                              4%
                   4                              3%
            5 years or more                       0%

TRANSFER FEE

You can currently 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 account  (Variable  Option 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




<PAGE>

28
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).

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

QUALIFIED AND NON-QUALIFIED CONTRACTS

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

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.

WITHDRAWALS--NON-QUALIFIED CONTRACTS

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

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  withdrawals
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 thatterm 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

<PAGE>

29
partial  liquidation  (withdrawal)  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.

WITHDRAWALS -- QUALIFIED CONTRACTS

If you  make a  withdrawal  from  your  Qualified  Contract,  a  portion  of the
withdrawal 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  withdrawal  is includible  in taxable  income.  Special rules may
apply to withdrawals 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
withdrawals 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 of substantially  equal
periodic payments made annu- ally (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.

WITHDRAWALS -- TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of amounts attributable to Purchase Payments made
pursuant to a salary reduction  agreement by Contract Owners from  Tax-Sheltered
Annuities. Withdrawals 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 withdraw the Purchase Payments and not any earnings.

DIVERSIFICATION

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

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

<PAGE>

30


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 withdrawal;

o   by receiving Annuity Payments; or

o   when a death benefit is paid to your Beneficiary.

In general,  withdrawals 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, 4 or 6 (See "Annuity  Payments (The Payout
Phase)".

When you make a complete  withdrawal  you will receive the value of the Contract
on the day the withdrawal request is received at the USAllianz Service Center:

o   less any applicable contingent deferred sales charge;

o   less any premium tax; and

o   less any contract maintenance charge.

(See "Expenses" for a discussion of the charges.)

Any partial  withdrawal must be for at least $500.  Unless you instruct  Allianz
Life  otherwise,  the  partial  withdrawal  will be made  pro-rata  from all the
Variable  Options and the Fixed Account you  selected.  After you make a partial
withdrawal the value of your Contract must be at least $2,000.

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

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.

There are limits to the amount you can withdraw  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 each year. The
Systematic  Withdrawal  Program is subject to the Partial  Withdrawal  Privilege
which means that the total systematic  withdrawals  which you can make each year
without Allianz Life deducting a contingent  deferred sales charge is limited to
10% of your Purchase Payments. This is determined on the last business day prior
to the day your  request  is  received.  If the  amount  you take out  under the
Systematic Withdrawal Program is less than the Partial Withdrawal Privilege then
the  balance  (in  dollar  value) is carried  over to the  following  year.  All
systematic  withdrawals will be made on the 9th day of the month unless that day
is not a  business  day.  If it is not,  then  the  withdrawal  will be made the
previous business day.

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

MINIMUM DISTRIBUTION PROGRAM

If you own a Contract that is an Individual  Retirement  Annuity (IRA),  you may
select the Minimum Distribution Program.  Under this program,  Allianz Life will
make payments to you from your Contract that are designed to meet the applicable
minimum distribution requirements imposed by the Code for IRAs. Such withdrawals
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  annually.  If you have  elected the
Minimum  Distribution  Program,  any  additional  withdrawals in a Contract year
which exceed 10% of Purchase  Payments when  combined with Minimum  Distribution
withdrawals 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;

<PAGE>

31

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  Variable  Options.
Allianz Life will calculate  performance by determining the percentage change in
the value of an Accumulation  Unit by dividing the increase  (decrease) for that
unit by the value of the Accumulation Unit at the beginning of the period.  This
performance  number  reflects  the  deduction of the  insurance  charges 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  charges 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  charges,  contingent deferred sales charges and the expenses of the
Portfolios.

Allianz Life may also advertise cumulative total return information.  Cumulative
total  return  is  determined  the same way  except  that  the  results  are not
annualized.  Performance  information for the underlying  Portfolios may also be
advertised; see the fund prospectuses for more information.

Certain  Portfolios  have been in  existence  for some time and have  investment
performance  history.  However,  the Contracts are  relatively  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.

For the Franklin Templeton Variable Insurance Products Trust, the performance is
based on the Portfolio's  Class 1 shares.  Class 2 shares are relatively new and
effective July 1, 1999 currently have Rule 12b-1 Plan expenses of 0.25% per year
which will affect future  performance.  Prior to July 1, 1999 the Class 2 shares
had 12b-1 plan  expenses of 0.30% per year.  The  information  is based upon the
historical  experience of the Portfolios'  Class 1 shares and does not represent
past performance or predict future performance.

Allianz Life may in the future also advertise yield information.  If it does, it
will  provide  you with  information  regarding  how yield is  calculated.  More
detailed  information  regarding how  performance  is calculated is found in the
SAI.

Any  performance  advertised  will be  based  on  historical  data.  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.

GUARANTEED MINIMUM DEATH BENEFITS (GMDB) -- DEATH BENEFIT PROTECTION

The annuity contract  automatically  provides a basic  Guaranteed  Minimum Death
Benefit  (Traditional  GMDB),  which  is  included  as part  of the  Traditional
Guaranteed Minimum Protection  Benefit  (Traditional  GMPB). At the time you buy
the  Contract,  you can elect the  Enhanced  Guaranteed  Minimum  Death  Benefit
(Enhanced GMDB). Once selected,  you cannot change it. The mortality and expense
risk charge is higher for Contracts with the Enhanced GMDB.  Please refer to the
applicable  endorsements  to your Contract for the specific terms and conditions
of the death benefits. The Traditional and Enhanced GMDB only apply to Contracts
owned for the benefit of an  individual.  THE ENHANCED GMDB MAY NOT BE AVAILABLE
IN YOUR STATE. CHECK WITH YOUR REGISTERED REPRESENTATIVE REGARDING AVAILABILITY.

THE TRADITIONAL GUARANTEED MINIMUM PROTECTION BENEFIT

If you select the  Traditional  GMPB,  the death  benefit,  less any  applicable
premium tax, will be the greater of:

o the  value of your  Contract  at the end of the  business  day when all  claim
proofs and payment election

<PAGE>

32

forms are received by Allianz Life at the USAllianz Service Center; or


o the guaranteed  minimum death benefit which is equal to the Purchase  Payments
you have made,  reduced by each  withdrawal's  percentage of the Con tract value
withdrawn   (including  any  contingent  deferred  sales  charges  paid  on  the
withdrawals).

THE ENHANCED GUARANTEED MINIMUM DEATH BENEFIT

If you select the Enhanced GMDB, the death benefit will be the greater of 1 or 2
below, less any applicable premium tax:

1. the  value of your  Contract  at the end of the  business  day when all claim
proofs and payment  election forms are received by Allianz Life at the USAllianz
Service Center; or

2. the enhanced  guaranteed  minimum death benefit  (Enhanced GMDB) as described
below and deter- mined as of the date of death.

The Enhanced GMDB is the greater of A or B below:

A. 5% Annual Increase Amount

On the date your Contract is issued:  the 5% Annual  Increase Amount is equal to
your initial Purchase Payment.

    On each  business  day other than a Contract  anniver-  sary:  the 5% Annual
Increase Amount is equal to its value on the immediately  preceding business day
reduced by the  percentage  of any Contract  value you withdraw  (including  any
contingent  deferred  sales  charge) and  increased by any  additional  Purchase
Payments you make.

    On every Contract Anniversary: the 5% Annual Increase Amount is equal to its
value on the immedi- ately preceding  business day increased by 5% prior to your
81st  birthday,  reduced by the  percentage  of any Contract  value you withdraw
(including  any contingent  deferred sales charge),  increased by any additional
Purchase Payments you make.

B. Greatest Anniversary Value

    The  anniversary  value is equal to the value of your Contract on a Contract
anniversary,  reduced  by the  percentage  of any  Contract  value you  withdraw
(including   any   contingent   deferred   sales  charge)  since  that  Contract
anniversary.  When  determining  this  benefit,  Allianz Life will not take into
considera-  tion any  Contract  anniversaries  occurring  on or after  your 81st
birthday or date of death.

The  Appendix  contains  examples  of how  the  guaranteed  death  benefits  are
calculated.  The amounts in the  examples  are purely  hypothetical  and are for
illustrative purposes only.

If you do not receive either the  Traditional or the Enhanced GMDB (either alone
or with the Enhanced GMIB),  the death benefit will be the current value of your
Contract,  less any taxes owed. This amount is determined as of the day that all
claim proofs and payment  election  forms are received at the USAllianz  Service
Center.

Any part of the death  benefit  amount that had been  invested  in the  Variable
Options remains in the Variable Options until distribution begins. From the time
the death  benefit  is  determined  until we make a complete  distribution,  any
amount in the Variable  Options 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).

A Beneficiary must request that the death benefit be paid under one of the death
benefit  options  described  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.

DEATH BENEFIT OPTIONS:

OPTION A: lump sum payment of the death  benefit.  Allianz  Life will not deduct
the  contract  maintenance  charge at the time of a complete  withdrawal  if the
distribution is due to death.


<PAGE>

33

OPTION B: 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
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  contract
maintenance charge will continue to be assessed to each Beneficiary's  share pro
rata over the payments.

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

DEATH OF ANNUITANT

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

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


10.OTHER INFORMATION
-------------------------------------------------------------------------------


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 Variable
Options  (also  known as  sub-accounts).  Each  Variable  Option  invests in one
Portfolio. 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,  Minnesota 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


<PAGE>

34


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.

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                               9

Annuity Provisions                              16

Mortality and Expense Risk Guarantee            17

Financial Statements                            17


<PAGE>

35

APPENDIX
--------------------------------------------------------------------------------

TRADITIONAL GUARANTEED MINIMUM PROTECTION BENEFIT -- EXAMPLES

EXAMPLE 1

Assume you make one Purchase  Payment of $100,000 on January 1, 2000, and you do
not make any withdrawals during the first seven years. Furthermore,  assume that
your Contract value history unfolds as follows:

         1/1/2001 $106,500 1/1/2005 $105,000

         1/1/2002 $102,000 1/1/2006 $106,300

         1/1/2003 $  98,600         1/1/2007$109,100

         1/1/2004 $101,700

In this case your Traditional Guaranteed Minimum Protection Benefit (GMPB) would
be calculated on the following dates as follows:

On January 1, 2003:

                  1)  Purchase Payments Paid

                      Purchase Payment made on January 1, 2000         $100,000

                  2)  Contract value

                      Equals:                    $ 98,600

----------------------------------------------------------
                      Traditional GMPB equals:  MAX [$100,000.00, $98,600.00]

                                                =   $100,000.00
----------------------------------------------------------



DEATH BENEFIT

o Your  Beneficiary  would be  guaranteed  a death  benefit  payment of at least
$100,000.00 for death occurring between January 1, 2003, and December 31, 2003.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2003,
the payment would be based on a Contract value of $ 98,600.00 applied to current
rates  since  the  Traditional  GMPB  does not  apply  before  the 7th  Contract
anniversary.

On January 1, 2007:

                  1)  Purchase Payment Paid

                      Purchase Payment made on January 1, 2000         $100,000

                  2)   Contract Value

                      Equals:                                          $109,100

-------------------------------------------------------------------------------
                      Traditional GMPB equals:      MAX [$100,000.00, $109,100]

                                                                 =   $109,100.00
-------------------------------------------------------------------------------




<PAGE>

36




DEATH BENEFIT

o Your Beneficiary would receive a death benefit payment of $109,100.00 if death
occurred on January 1, 2007, and atleast  $100,000 for death  occurring  between
January 2, 2007, and December 31, 2007, regardless of fund performance.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2007,
the guaranteed fixed payment would be based on $109,100.00 applied to guaranteed
rates.  The current  Contract  value  applied to current  rates will result in a
greater initial payment.



EXAMPLE 2



Same assumptions as Example 1 except you make a partial  withdrawal of $6,000 on
January 1,  2006,  which  altered  the  anniversary  Contract  value  history as
follows:

                  1/1/2006                       $100,300

                  1/1/2007                       $102,942

On January 1, 2003:

   Same calculations as Example 1.

On January 1, 2007:

                  1)  Purchase Payments Paid

                      Purchase Payment made on January 1, 2000         $100,000

                      Partial withdrawal adjustment     x [1 - (6,000/106,300)]

                      Equals:                                       $ 94,355.60

                  2)  Contract Value

                      Equals:                                          $102,942

-------------------------------------------------------------------------------
                       Traditional GMPB equals:   MAX [$94,355.60, $102,942.00]

                                                                =   $102,942.00
-------------------------------------------------------------------------------



DEATH BENEFIT

o Your Beneficiary would receive a death benefit payment of $102,942.00 if death
occurred on January 1, 2007 and atleast  $94,355.60 for death occurring  between
January 2, 2007 and December 31, 2007 regardless of fund performance.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2007,
the guaranteed fixed payment would be based on $102,942.00 applied to guaranteed
rates.  The current  Contract  value  applied to current  rates will result in a
greater initial payment.




<PAGE>

37


ENHANCED GUARANTEED MINIMUM PROTECTION BENEFIT -- EXAMPLES

EXAMPLE 1

Assume you make one Purchase Payment of $100,000 on January 1, 2000, and you did
not make a  withdrawal  during the first seven years.  Furthermore,  assume that
your Contract value history (occurring prior to age 81) unfolds as follows:



                           1/1/2001        $106,500    1/1/2005       $144,800

                           1/1/2002        $114,000    1/1/2006       $142,900

                           1/1/2003        $110,100    1/1/2007       $138,300

                           1/1/2004        $125,500

In this case your Enhanced Guaranteed Minimum Protection Benefit (GMPB) would be
calculated on the following

dates as follows:

On January 1, 2003:

                  1)  5% Annual Increase Amount

                      Purchase Payment made on January 1, 2000$100,000

                      5% interest accumulation factor    x [(1.05)(1.05)(1.05)]
                        Equals:                              $115,762.50

                  2)  Greatest Anniversary Value

                      Maximum of              MAX [$106,500, $114,000, $110,100]

                      Equals:                                       $114,000.00

--------------------------------------------------------------------------------
                      Traditional GMPB equals:    MAX [$115,762.50, $114,000.00]

                                                                =   $115,762.50
--------------------------------------------------------------------------------



DEATH BENEFIT

o If  you  elected  the  optional  Enhanced  GMPB,  your  Beneficiary  would  be
guaranteed a death benefit  payment of at least  $115,762.50 for death occurring
between January 1, 2003, and December 31, 2003.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2003,
the payment would be based on a Contract value of $110,100.00 applied to current
rates  since  the  Enhanced   GMPB  does  not  apply  before  the  7th  Contract
anniversary.

On January 1, 2007:

                  1)  5% Annual Increase Amount

                      Purchase Payment made on January 1, 2000$100,000

                      5% interest accumulation factor
                                x  [(1.05)(1.05)(1.05)(1.05)(1.05)(1.05)(1.05)]

                      Equals:                                       $140,710.04






<PAGE>

38


            2) Greatest Anniversary Value

               Maximum of                  MAX   [$106,500, $114,000, $110,100,

                                        $125,500, $144,800, $142,900, $138,300]

               Equals                                     $144,800.00

-------------------------------------------------------------------------------
               Enhanced GMPB equals:              MAX [$140,710.04, $144,800.00]

                                                              =   $144,800.00
-------------------------------------------------------------------------------



DEATH BENEFIT

o If  you  elected  the  optional  Enhanced  GMPB,  your  Beneficiary  would  be
guaranteed a death benefit  payment of at least  $144,800.00 for death occurring
between January 1, 2007, and December 31, 2007.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2007,
the guaranteed fixed payment would be based on $144,800.00 applied to guaranteed
rates.  You would  receive the greater of this  guaranteed  fixed payment or the
current fixed payment based on $138,300.00 applied to current rates.

EXAMPLE 2

Same assumptions as Example 1 except you make a partial withdrawal of $12,000 on
January 1,  2006,  which  altered  the  anniversary  Contract  value  history as
follows:

            1/1/2006       $130,900

            1/1/2007       $126,686

On January 1, 2003:

   Same calculations as Example 1.

On January 1, 2007:

            1)    5% Annual Increase Amount

               Purchase Payment made on January 1, 2000  $100,000

               5% accumulation factor to 1/1/2006
                                       x[(1.05)(1.05)(1.05)(1.05)(1.05)(1.05)]

               Equals:                                   $134,009.56

               Partial withdrawal adjustment             x[1 - (12,000/142,900)]

               Equals:                                   $122,756.13

               5% accumulation factor to 1/1/2007        x 1.05

               Equals:                                   $128,893.94

            2)    Greatest Anniversary Value

               Maximum to 1/1/2006           MAX [$106,500, $114,000, $110,100,

                                                   $125,500, $144,800, $142,900]

               Equals:                                   $144,800

               Partial withdrawal adjustment          x [1 - (12,000/142,900)]




<PAGE>

39




               Equals:                                        $132,640.45

               Maximum to 1/1/2007               MAX [$132,640.45, $126,686.00]

               Equals:                                        $132,640.45

--------------------------------------------------------------------------------
                  Enhanced GMPB equals:           MAX [$128,893.94, $132,640.45]

                                                               =   $132,640.45
--------------------------------------------------------------------------------



DEATH BENEFIT

o If  you  elected  the  optional  Enhanced  GMPB,  your  Beneficiary  would  be
guaranteed a death benefit  payment of at least  $132,640.45 for death occurring
between January 1, 2007, and December 31, 2007.

ANNUITY INCOME BENEFIT

o If you applied your  Contract  value to an Annuity  Option on January 1, 2007,
the guaranteed fixed payment would be based on $132,640.45 applied to guaranteed
rates.  You would  receive the greater of this  guaranteed  fixed payment or the
current fixed payment based on $126,686.00 applied to current rates.

<PAGE>

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