POS EX 1 posexfiling.htm INDEX ADVANTAGE INCOME POS EX FILING

 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
 
 



EXPLANATORY NOTE

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.





PART C – OTHER INFORMATION

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
Not Applicable
ITEM 32. UNDERTAKINGS
a.
Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen (16) months old for so long as payment under the variable annuity contracts may be accepted.
b.
Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information.
c.
Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.
REPRESENTATIONS
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:
1.
Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in each registration statement, including the prospectus, used in connection with the offer of the contract;
2.
Include appropriate disclosure regarding the redemption restrictions imposed by Section 403(b)(11) in any sales literature used in connection with the offer of the contract;
3.
Instruct sales representatives who solicit participants to purchase the contract specifically to bring the redemption restrictions imposed by Section 403(b)(11) to the attention of the potential participants;
4.
Obtain from each plan participant who purchases a Section 403(b) annuity contract, prior to or at the time of such purchase, a signed statement acknowledging the participant's understanding of (1) the restrictions on redemption imposed by Section 403(b)(11), and (2) other investment alternatives available under the employer's Section 403(b) arrangement to which the participant may elect to transfer his contract value.
SIGNATURES
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.
ALLIANZ LIFE VARIABLE ACCOUNT B
 (Registrant)
By: ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
 (Depositor)
By: /s/ STEWART D. GREGG
Stewart D. Gregg
 Senior Securities Counsel
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
 (Depositor)
By: WALTER R. WHITE(1)
Walter R. White
 President and Chief Executive Officer
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.
Signature
Title
Walter R. White(1)
Director, President & Chief Executive Officer
William E. Gaumond(1)
Director, Senior Vice President, Chief Financial Officer and Treasurer
Jacqueline Hunt(1)
Director and Board Chair
Ronald M. Clark(1)
Director
Udo Frank(1)
Director
Kevin E. Walker(1)
Director
(1)
By Power of Attorney, 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.

By: /s/ STEWART D. GREGG
Stewart D. Gregg
 Senior Securities Counsel
EXHIBITS TO POST-EFFECTIVE AMENDMENT #1 TO FORM N-4
(FILE NOS. 333-222815 AND 811-05816)
 ALLIANZ LIFE VARIABLE ACCOUNT B
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
INDEX TO EXHIBITS
EX-99.B9.
Opinion and Consent of Counsel