POS EX | File Nos.333-222815 |
Allianz Index Advantage Income | 811-05618 |
| UNITED STATES | Class ID: C000199976 |
| SECURITIES AND EXCHANGE COMMISSION | |
| WASHINGTON, D.C. 20549 | |
| FORM N-4 | |
| | |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | |
Pre-Effective Amendment No. | | | X |
Post-Effective Amendment No. | 1 | | |
and/or | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | |
Amendment No. | 514 | | X |
|
(Check appropriate box or boxes.) |
ALLIANZ LIFE VARIABLE ACCOUNT B |
(Exact Name of Registrant) |
|
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA |
(Name of Depositor) |
|
5701 Golden Hills Drive, Minneapolis, MN 55416-1297 |
(Address of Depositor's Principal Executive Offices) (Zip Code) |
|
(763) 765-2913 |
(Depositor's Telephone Number, including Area Code) |
|
Stewart D. Gregg, Senior Securities Counsel |
Allianz Life Insurance Company of North America |
5701 Golden Hills Drive |
Minneapolis, MN 55416-1297 |
(Name and Address of Agent for Service) |
|
Approximate Date of the Proposed Public Offering: As soon as practicable after the effective date of this filing. |
|
Titles of Securities Being Registered: | Individual Flexible Purchase Payment Variable and Index-Linked Deferred Annuity Contract |
It is proposed that this filing will become effective immediately, pursuant to Rule 462(d) under the Securities Act of 1933 |
|
|
This Post-Effective Amendment No. 1 to the Registration Statement on Form N-4 (File Nos. 333-222815 and 811-05618) is being filed pursuant to Rule 462(d) solely for the purpose of updating Exhibit 24(b)(9) to the Registration Statement. Parts A and B were filed in Registrant's Pre-Effective Amendment No. 1 to Form N-4 on May 7, 2018 and are incorporated by reference.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. | Financial Statements |
The following financial statements of the Company are incorporated by reference as exhibit EX-99.A. from Post-Effective Amendment No. 19 to Registrant's Form N-4 (File Nos. 333-185866 and 811-05618), electronically filed on April 17, 2018. |
1. | Report of Independent Registered Public Accounting Firm |
2. | Consolidated Balance Sheets – December 31, 2017 and 2016 |
3. | Consolidated Statements of Operations – Years ended December 31, 2017, 2016, and 2015 |
4. | Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2017, 2016, and 2015 |
5. | Consolidated Statements of Stockholder's Equity – Years ended December 31, 2017, 2016, and 2015 |
6. | Consolidated Statements of Cash Flows – Years ended December 31, 2017, 2016, and 2015 |
7. | Notes to Consolidated Financial Statements – December 31, 2017 and 2016 |
8. | Supplemental Schedules: |
| – | Schedule I – Summary of Investments – Other than Investments in Related Parties |
| – | Schedule III – Supplementary Insurance Information |
| – | Schedule IV – Reinsurance |
The following financial statements of the Variable Account are incorporated by reference as exhibit EX-99.A. from Post-Effective Amendment No. 19 to Registrant's Form N-4 (File Nos. 333-185866 and 811-05618), electronically filed on April 17, 2018. |
1. | Report of Independent Registered Public Accounting Firm |
2. | Statements of Assets and Liabilities – December 31, 2017 |
3. | Statements of Operations – For the year or periods ended December 31, 2017 |
4. | Statements of Changes in Net Assets – For the years or periods ended December 31, 2017 and 2016 |
5. | Notes to the Financial Statements and the financial highlights for each of the years or periods in the five-year period then ended – December 31, 2017 |
b. | Exhibits |
1. | a. | Resolution of Board of Directors of the Company authorizing the establishment of the Separate Account, dated May 31, 1985 incorporated by reference as exhibit EX-99.B1. from Registrant's initial filing on Form N-4 (File Nos. 333-06709 and 811-05618), electronically filed on June 25, 1996. |
| b. | Resolution of Board of Directors of the Company authorizing registration of the Allianz Index Advantage annuity and establishment of a new separate account, dated December 11, 2012, incorporated by reference as exhibit EX-99.B1. from Registrant's initial filing on Form N-4 (File Nos. 333-185866 and 811-05618), electronically filed on January 3, 2013. |
2. | Not Applicable |
3. | a. | Principal Underwriter Agreement by and between North American Life and Casualty Company on behalf of NALAC Financial Plans, Inc. dated September 14, 1988 incorporated by reference as exhibit EX-99.B3.a. from Pre-Effective Amendment No.1 to Registrant's Form N-4 (File Nos. 333-06709 and 811-05618), electronically filed on December 13, 1996. (North American Life and Casualty Company is the predecessor to Allianz Life Insurance Company of North America. NALAC Financial Plans, Inc., is the predecessor to USAllianz Investor Services, LLC, which is the predecessor to Allianz Life Financial Services, LLC.) |
| b. | Broker-Dealer Agreement (amended and restated) between Allianz Life Insurance Company of North America and Allianz Life Financial Services, LLC, dated June 1, 2010 incorporated by reference as exhibit EX-99B3b. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-166408 and 811-05618), electronically filed on September 24, 2010. |
| c. | The current specimen of the selling agreement between Allianz Life Financial Services, LLC, the principal underwriter for the Contracts, and retail brokers which offer and sell the Contracts to the public is incorporated by reference as exhibit EX-99.B3.b. from Registrant's initial filing on Form N-4 (File Nos. 333-134267 and 811-05618), electronically filed on May 19, 2006.The underwriter has executed versions of the agreement with approximately 2,100 retail brokers. |
4. | a. | Individual Variable Annuity Contract-L40538-IAI, incorporated by reference as EX-99.B4.a. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| b. | Contract Schedule Page-S40875-IAI, incorporated by reference as EX-99.B4.b. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| c. | BD Flex Schedule Page-S40877-IAI-CM01, incorporated by reference as EX-99.B4.c. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| d. | Index Performance Strategy Rider-S40878-02-IAI, incorporated by reference as EX-99.B4.d. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| e. | Index Protection Strategy Rider (with DPSC)-S40879-IAI, incorporated by reference as EX-99.B4.e. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| f. | Index Protection Strategy Rider (with Cap)-S40899-IAI, incorporated by reference as EX-99.B4.f. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| g. | Index Guard Strategy Rider-S40889-01-IAI, incorporated by reference as EX-99.B4.g. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| h. | Index Precision Strategy Rider-S40891-IAI, incorporated by reference as EX-99.B4.h. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| i. | Income Benefit Rider-S40901-IAI and CS-S40902-IAI, incorporated by reference as EX-99.B4.i. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| j. | Traditional Death Benefit Rider-S40880 incorporated by reference as exhibit EX-99.B4.e. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-185866 and 811-05618), electronically filed on April 17, 2013. |
| k. | Maximum Anniversary Value Death Benefit Rider-S40897 and MAVDB Rider CS S40898—IAI, incorporated by reference as EX-99.B4.k. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
| l. | Inherited IRA/Roth IRA Endorsement-S40713 incorporated by reference as exhibit EX-99.B4.q. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-134267 and 811-05618), electronically filed on September 25, 2006. |
| m. | Roth IRA Endorsement-S40342 incorporated by reference as exhibit EX-99.B4.l. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-134267 and 811-05618), electronically filed on September 25, 2006. |
| n. | IRA Endorsement-S40014 incorporated by reference as exhibit EX-99.B4.g. from Pre-Effective Amendment No.1 to Registrant's Form N-4 (File Nos. 333-82329 and 811-05618), electronically filed on December 30, 1999. |
| o. | Unisex Endorsement-(S20146) incorporated by reference as exhibit EX-99.B4.h. from Pre-Effective Amendment No.1 to Registrant's Form N-4 (File Nos. 333-82329 and 811-05618), electronically filed on December 30, 1999. |
| p. | Pension Plan and Profit Sharing Plan Endorsement-S20205 incorporated by reference as exhibit EX-99.B4.i. from Pre-Effective Amendment No.1 to Registrant's Form N-4 (File Nos. 333-82329 and 811-05618), electronically filed on December 30, 1999. |
5. | a. | Application for Ind. Var. Annuity Contract-IAI-APP-01 (7/2018), incorporated by reference as EX-99.B5.a. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
6. | (i). | The Restated Articles of Incorporation of the Company (as amended August 1, 2006) incorporated by reference as exhibit EX-99.B6.i. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-166408 and 811-05618), electronically filed on September 24, 2010. |
| (ii). | The Restated Bylaws of the Company (as amended August 1, 2006) incorporated by reference as exhibit EX-99.B6.ii. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-166408 and 811-05618), electronically filed on September 24, 2010. |
7. | Not Applicable |
9.* | Opinion and Consent of Counsel |
10. | Consent of Independent Registered Public Accounting Firm, incorporated by reference as EX-99.B10. from Pre-Effective Amendment No. 1 to Registrant's Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on May 7, 2018. |
11. | Not Applicable |
12. | Not Applicable |
13. | a. | Power of Attorney - White, Gaumond, Hunt, Terzariol, Clark, Frank, Walker, incorporated by reference as exhibit EX-99.B13.a. from Registrant's initial filing on Form N-4 (File Nos. 333-222815 and 811-05618), electronically filed on February 1, 2018. |
| |
* | Filed herewith |
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
Unless noted otherwise, all officers and directors have the following principal business address: |
5701 Golden Hills Drive |
Minneapolis, MN 55416-1297 |
The following are the Officers and Directors of the Company: |
|
Name and Principal Business Address | Positions and Offices with Depositor |
Walter R. White | Director, President and Chief Executive Officer |
William E. Gaumond | Director, Senior Vice President, Chief Financial Officer, and Treasurer |
Thomas P. Burns | Senior Vice President, Chief Distribution Officer |
Neil H. McKay | Senior Vice President, Chief Actuary |
Gretchen Cepek | Senior Vice President, General Counsel, and Secretary |
Todd M. Hedtke | Senior Vice President, Chief Investment Officer |
Catherine A. Mahone | Senior Vice President, Chief Administrative Officer |
Nancy E. Jones | Senior Vice President, Chief Marketing Officer |
Brent M. Hipsher | Vice President, Controller |
Suzanne D. Zeller | Senior Vice President, Human Resources |
Jacqueline Hunt Allianz SE Königinstraße 28 80802 München Germany | Director and Board Chair |
Udo Frank 47628 Todd Eymann Road Miramonte, CA 93641 | Director |
Ronald M. Clark 14401 N. Giant Saquaro Place Oro Valley, AZ 85755 | Director |
Kevin E. Walker 14092 N. Bright Angel Trail Marana, AZ 85658 | Director |
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR REGISTRANT
The Insurance Company organizational chart is incorporated by reference from Post-Effective Amendment No. 19 to Registrant's Form N-4 (File Nos. 333-185866 and 811-05618), electronically filed on April 17, 2018.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 29, 2018 there were 0 qualified and 0 non-qualified Allianz Index Advantage Income Contract Owners with Contracts in the Separate Account.
ITEM 28. INDEMNIFICATION
Indemnification provision, as required by the '33 Act, Rule 484 |
The Bylaws of the Insurance Company provide: |
ARTICLE XI. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES |
SECTION 1. RIGHT TO INDEMNIFICATION: |
(a) | Subject to the conditions of this Article and any conditions or limitations imposed by applicable law, the Corporation shall indemnify any employee, director or officer of the Corporation (an "Indemnified Person") who was, is, or in the sole opinion of the Corporation, may reasonably become a party to or otherwise involved in any Proceeding by reason of the fact that such Indemnified Person is or was: |
| (i) | a director of the Corporation; or |
| (ii) | acting in the course and scope of his or her duties as an officer or employee of the Corporation; or |
| (iii) | rendering Professional Services at the request of and for the benefit of the Corporation; or |
| (iv) | serving at the request of the Corporation as an officer, director, fiduciary or member of another corporation, association, committee, partnership, joint venture, trust, employee benefit plan or other enterprise (an "Outside Organization"). |
(b) | Notwithstanding the foregoing, no officer, director or employee shall be indemnified pursuant to these bylaws under the following circumstances: |
| (i) | in connection with a Proceeding initiated by such person, in his or her own personal capacity, unless such initiation was authorized by the Board of Directors; |
| (ii) | if a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful; |
| (iii) | for acts or omissions involving intentional misconduct or knowing and culpable violation of law; |
| (iv) | for acts or omissions that the Indemnified Person believes to be contrary to the best interests of the Corporation or its shareholders or that involve the absence of good faith on the part of the Indemnified Person; |
| (v) | for any transaction for which the Indemnified Person derived an improper personal benefit; |
| (vi) | for acts or omissions that show a reckless disregard for the Indemnified Person's duty to the Corporation or its shareholders in circumstances in which the Indemnified Person was aware or should have been aware, in the ordinary course of performing the Indemnified Person's duties, of the risk of serious injury to the Corporation or its shareholders; |
| (vii) | for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the Indemnified Person's duties to the Corporation or its shareholders; |
| (viii) | in circumstances where indemnification is prohibited by applicable law; |
| (ix) | in the case of service as an officer, director, fiduciary or member of an Outside Organization, where the Indemnified Person was aware or should have been aware that the conduct in question was outside the scope of the assignment as contemplated by the Corporation. |
SECTION 2. SCOPE OF INDEMNIFICATION: |
(a) | Indemnification provided pursuant to Section 1(a)(iv) shall be secondary and subordinate to indemnification or insurance provided to an Indemnified Person by an Outside Organization or other source, if any. |
(b) | Indemnification shall apply to all reasonable expenses, liability and losses, actually incurred or suffered by an Indemnified Person in connection with a Proceeding, including without limitation, attorneys' fees and any expenses of establishing a right to indemnification or advancement under this article, judgments, fines, ERISA excise taxes or penalties, amounts paid or to be paid in settlement and all interest, assessments and other charges paid or payable in connection with or in respect of such expense, liability and loss. |
(c) | Such indemnification shall continue as to any Indemnified Person who has ceased to be an employee, director or officer of the Corporation and shall inure to the benefit of his or her heirs, estate, executors and administrators. |
SECTION 3. DEFINITIONS: |
(a) | "Corporation" for the purpose of Article XI shall mean Allianz Life Insurance Company of North America and all of its subsidiaries. |
(b) | "Proceeding" shall mean any threatened, pending, or completed action, suit or proceeding whether civil, criminal, administrative, investigative or otherwise, including actions by or in the right of the Corporation to procure a judgment in its favor. |
(c) | "Professional Services" shall mean services rendered pursuant to (i) a professional actuarial designation, (ii) a license to engage in the practice of law issued by a State Bar Institution or (iii) a Certified Public Accountant designation issued by the American Institute of Certified Public Accountants. |
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted for directors and officers or controlling persons of the Insurance Company pursuant to the foregoing, or otherwise, the Insurance Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Insurance Company of expenses incurred or paid by a director, officer or controlling person of the Insurance Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
ITEM 29. PRINCIPAL UNDERWRITERS
Allianz Life Financial Services, LLC (previously USAllianz Investor Services, LLC) is the principal underwriter for the Contracts. It also is the principal underwriter for: |
Allianz Life Variable Account A |
Allianz Life of NY Variable Account C |
Allianz Funds |
The following are the officers (managers) and directors (Board of Governors) of Allianz Life Financial Services, LLC. All officers and directors have the following principal business address: |
5701 Golden Hills Drive |
Minneapolis, MN 55416-1297 |
|
Name | Positions and Offices with Underwriter |
Michael J Brandriet | Governor and President |
Thomas Burns | Governor, Chief Executive Officer, and Chief Manager |
Catherine A. Mahone | Governor |
William E. Gaumond | Governor |
Rebecca Wysocki | Chief Financial Officer and Treasurer |
Michael Bailey | Vice President, Chief Compliance Officer |
Kristine M. Lord-Krahn | Chief Legal Officer and Secretary |
Tracy M. Haddy | Assistant Secretary |
| |
For the period 1-1-2017 to 12-31-2017 |
Name of Principal Underwriter | Net Underwriting Discounts and Commissions | Compensation on Redemption | Brokerage Commissions | Compensation |
Allianz Life Financial Services, LLC | $230,415,545.81 | $0 | $0 | $0 |
The $230,415,545.81 that Allianz Life Financial Services, LLC received from Allianz Life as commissions on the sale of Contracts issued under Allianz Life Variable Account B was subsequently paid entirely to the third party broker/dealers that perform the retail distribution of the Contracts and, therefore, no commission or compensation was retained by Allianz Life Financial Services, LLC. |
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Allianz Life Insurance Company of North America, at 5701 Golden Hills Drive, Minneapolis, Minnesota 55416, maintains physical possession of the accounts, books or documents of the Variable Account required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder.
ITEM 31. MANAGEMENT SERVICES
ITEM 32. UNDERTAKINGS
Allianz Life Insurance Company of North America ("Company") hereby represents that the fees and charges deducted under the Contract in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company.
The Company hereby represents that it is relying upon a No Action Letter issued to the American Council of Life Insurance, dated November 28, 1988 (Commission ref. IP-6-88), and that the following provisions have been complied with:
As required by the Securities Act of 1933 and the Investment Company Act of 1940, as amended, Allianz Life Insurance Company of North America on behalf of the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized in the City of Minneapolis and State of Minnesota, on this 10th day of May, 2018.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 10th day of May, 2018.
(FILE NOS. 333-222815 AND 811-05816)