<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
FILE NO. 333-00999
811-7541
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2 /X/
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 4 /X/
-------------------------------------------------------
GLENBROOK LIFE MULTI-MANAGER
VARIABLE ACCOUNT
(Exact Name of Registrant)
GLENBROOK LIFE AND ANNUITY COMPANY
(Name of Depositor)
MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
GLENBROOK LIFE AND ANNUITY COMPANY
3100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
847/402-2400
(Name and Complete Address of Agent for Service)
-------------------------------------------------------
COPIES TO:
DAVID E. STONE, ESQUIRE JOHN R. HEDRICK, ESQUIRE
GLENBROOK LIFE AND ANNUITY COMPANY ALLSTATE LIFE FINANCIAL SERVICES,INC.
3100 SANDERS ROAD, 3100 SANDERS ROAD,
SUITE J5B SUITE J5B
NORTHBROOK, IL 60062 NORTHBROOK, IL 60062
----------
<PAGE>
-----------------------------------
IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX)
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/X/ on January 26, 1998 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(i) of Rule 485
/ / on (date) pursuant to paragraph (a)(i) of Rule 485
/ / 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
IF APPROPRIATE, CHECK THE FOLLOWING BOX:
/ / This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Rule 495(a) under the Securities Act of 1933.
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ---------------------------------------------------------------------------
Part A: INFORMATION REQUIRED IN A PROSPECTUS
1. Cover Page Cover Page
2. Definitions Glossary
3. Synopsis Highlights; Summary of Variable
Account Expenses
4. Condensed Financial --
(a) Chart Not Applicable
(b) MM Yield Not Applicable
(c) Location of Others Financial Statements
5. General --
(a) Depositor Glenbrook Life and Annuity Company
(b) Registrant The Variable Account
(c) Portfolio Company The Funds;
(d) Fund Prospectus The Funds;
(e) Voting Rights Voting Rights
(f) Administrators Charges & Other Deductions
Contract Maintenance Charge
6. Deductions & Expenses Charges & Other Deductions
(a) General Charges & Other Deductions
(b) Sales Load Percent Withdrawal Charge
(c) Special Purchase Plans Not Applicable
(d) Commissions Distribution of the Contracts
(e) Expenses - Registrant Charges & Other Deductions
(f) Fund Expenses Summary of Variable Account
Expenses; Fund Expenses
(g) Organizational Expenses Not Applicable
7. Contracts --
(a) Persons with Rights Benefits under the Contract;
Payout Start Date for Income
Payments; Voting Rights;
Assignments; Beneficiary
(b) (i) Allocation of Purchase
Payments Allocation of Purchase Payments
(ii) Transfers Transfers among Investment
Alternatives
(iii) Exchanges Not Applicable
(c) Changes Modification
(d) Inquiries Customer Inquiries
8. Annuity Period Payout Start Date for Income
Payments
(a) Material Factors Variable Account Income Payments;
Fixed Amount Income Payments
(b) Dates Payout Start Date for Income
Payments
(c) Frequency, duration & level Variable Account Income Payments
Fixed Amount Income Payments
(d) AIR Amount of Variable Annuity Income
Payments
(e) Minimum Amount of Variable Annuity Income
<PAGE>
Payments
(f) -- Change Options Transfers among Investment
Alternatives
-- Transfer --
9. Death Benefit Death Benefits; Death Benefit
Amount
10. Purchases & Contract Value --
(a) Purchases Purchase of the Contracts:
Crediting of Initial Purchase
Payment
(b) Valuation Accumulation Units; Accumulation
Unit Value
(c) Daily Calculation Accumulation Units; Accumulation
Unit Value; Allocation of Purchase
Payments
(d) Underwriter Distribution of the Contracts
11. Redemptions --
(a) -- By Owners Withdrawals
(b) -- By Annuitant Income Plans
(c) Texas ORP Not Applicable
(d) Lapse Not Applicable
(e) Free Look Highlights
12. Taxes Federal Tax Matters
13. Legal Proceedings Not Applicable
14. SAI Table of Contents SAI Table of Contents
Part B: INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
15. Cover Page Cover Page
16. Table of Contents Table of Contents
17. General Information & History --
(a) Depositor's Name Glenbrook Life and Annuity Company
(b) Assets of Sub-account The Variable Account
(c) Control of Depositor Glenbrook Life and Annuity Company
18. Services --
(a) Fees & Expenses of
Registrant Contract Maintenance Charge
(b) Management Contracts Contract Maintenance Charge;
Distribution of the Contracts
(c) Custodian SAI: Safekeeping of the Variable
Independent Public Account's Assets Experts
Accountant
(d) Assets of Registrant SAI: Safekeeping of the Variable
Account Assets
(e) Affiliated Persons Not Applicable
(f) Principal Underwriter Distribution of the Contracts
19. Purchase of Securities Being
Offered --
(a) Offering SAI: Purchase of Contracts
(b) Sales load Distribution of the Contracts
20. Underwriters --
(a) Principal Underwriter Distribution of the Contracts
(b) Continuous offering SAI: Purchase of Contracts
(c) Commissions Distribution of the Contracts
(d) Unaffiliated Underwriters N/A
21. Calculation of Performance Data SAI: Performance Data
22. Annuity Payments Income Payments
23. Financial Statements --
<PAGE>
(a) Financial Statements of
Registrant SAI: Not Applicable
(b) Financial Statements of
Depositor Glenbrook Life and Annuity
Company Financial Statements
Part C: OTHER INFORMATION
24a. Financial Statements Part C. Financial Statements
24b. Exhibits Part C. Exhibits
25. Directors and Officers Part C. Directors & Officers of
Depositor
26. Persons Controlled By or
Under Common Control with
Depositor or Registrant Part C. Persons Controlled by or
UnderCommon Control with Depositor
or Registrant
27. Number of Contract Owners Part C. Number of Contract Owners
28. Indemnification Part C. Indemnification
29a. Relationship of Principal
Underwriter to Other
Investment Companies Part C. Relationship of Principal
Underwriter to Other Investment
Companies
29b. Principal Underwriters Part C. Principal Underwriters
29c. Compensation of Underwriter Part C. Compensation of Allstate
Life Financial Services, Inc.
30. Location of Accounts and Records Part C. Location of Accounts and
Records
31. Management Services Part C. Management Services
32. Undertakings Part C. Undertakings
<PAGE>
PART A
The Registrant hereby incorporates by reference into Part A of this
Post-effective Amendment No. 2, the Prospectus contained in Post-effective
Amendment No. 1 to the Registration Statement on Form N-4 (File No.
333-00999), as filed electronically on May 1, 1997.
<PAGE>
SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1997
OF GLENBROOK LIFE MULTI-MANAGER
VARIABLE ACCOUNT
GLENBROOK LIFE AND ANNUITY COMPANY HAS ADDED TEN NEW VARIABLE SUB-ACCOUNTS
TO ITS GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT. THE FOLLOWING
INFORMATION IS ADDED TO YOUR PROSPECTUS FOR THE GLENBROOK LIFE
MULTI-MANAGER VARIABLE ACCOUNT:
UNDER "INVESTMENT ALTERNATIVES" PAGE 5:
- - AIM Variable Insurance Funds, Inc. ("AIM Fund")
The AIM Fund has eight available Portfolios: (1) AIM V.I. Capital
Appreciation Fund (2) AIM V.I. Growth and Income Fund (3) AIM V.I. Global
Utilities Fund (4) AIM V.I. Diversified Income Fund (5) AIM V.I. Government
Securities Fund (6) AIM V.I. Growth Fund (7) AIM V.I. International Equity
Fund and (8) AIM V.I. Value Fund.
The Dreyfus Funds have added the following new Portfolio: Dreyfus Stock
Index Fund.
The Fidelity Funds have added the following new Portfolio: VIP
Equity-Income Portfolio.
UNDER "FUND EXPENSES" PAGE 7:
(AS A PERCENTAGE OF FUND ASSETS)
<TABLE>
<CAPTION>
TOTAL
FUND
MANAGEMENT OTHER ANNUAL
Portfolio FEES EXPENSES EXPENSES
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM V.I. Capital Appreciation Fund 0.64% 0.09% 0.73%
AIM V.I. Growth and Income Fund 0.65% 0.13% 0.78%
AIM V.I. Global Utilities Fund* 0.65% 0.90% 1.55%
AIM V.I. Diversified Income Fund 0.60% 0.26% 0.86%
AIM V.I. Government Securities Fund 0.50% 0.41% 0.91%
AIM V.I. Growth Fund 0.65% 0.13% 0.78%
AIM V.I. International Equity Fund 0.75% 0.21% 0.96%
AIM V.I. Value Fund 0.64% 0.09% 0.73%
Dreyfus Stock Index Fund 0.25% 0.05% 0.30%
VIP Equity-Income Portfolio 0.51% 0.07% 0.58%
</TABLE>
* Management fees reflect current agreements.
UNDER "EXAMPLE" PAGE 7:
You (the Owner) would pay the following cumulative expenses on a $1,000
investment, assuming a 5% annual return under the following circumstances:
<PAGE>
If You terminate your Contract or annuitize for a specified period of less
than 120 months at the end of the applicable time period:
(WITH ENHANCED DEATH BENEFIT PROVISION)
<TABLE>
<CAPTION>
PORTFOLIO ONE YEAR THREE YEARS
- --------- -------- -----------
<S> <C> <C>
AIM V.I. Capital Appreciation Fund $78 $118
AIM V.I. Growth and Income Fund $82 $131
AIM V.I. Global Utilities Fund $85 $140
AIM V.I. Diversified Income Fund $79 $122
AIM V.I. Government Securities Fund $82 $131
AIM V.I. Growth Fund $79 $121
AIM V.I. International Equity Fund $82 $130
AIM V.I. Value Fund $78 $118
Dreyfus Stock Index Fund $70 $101
VIP Equity-Income Portfolio $73 $110
(WITHOUT ENHANCED DEATH BENEFIT PROVISION)
PORTFOLIO ONE YEAR THREE YEARS
- --------- -------- -----------
AIM V.I. Capital Appreciation Fund $76 $113
AIM V.I. Growth and Income Fund $76 $114
AIM V.I. Global Utilities Fund $84 $138
AIM V.I. Diversified Income Fund $77 $117
AIM V.I. Government Securities Fund $78 $118
AIM V.I. Growth Fund $76 $114
AIM V.I. International Equity Fund $78 $120
AIM V.I. Value Fund $76 $113
Dreyfus Stock Index Fund $69 $98
VIP Equity-Income Portfolio $72 $107
If You do not terminate your Contract or if You annuitize for a specified
period of 120 months or more at the end of the applicable time period:
(WITH ENHANCED DEATH BENEFIT PROVISION)
PORTFOLIO ONE YEAR THREE YEARS
- --------- -------- -----------
AIM V.I. Capital Appreciation Fund $24 $73
AIM V.I. Growth and Income Fund $28 $86
AIM V.I. Global Utilities Fund $31 $95
AIM V.I. Diversified Income Fund $25 $77
AIM V.I. Government Securities Fund $28 $86
AIM V.I. Growth Fund $25 $76
AIM V.I. International Equity Fund $28 $85
AIM V.I. Value Fund $24 $73
Dreyfus Stock Index Fund $19 $59
VIP Equity-Income Portfolio $22 $68
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(WITHOUT ENHANCED DEATH BENEFIT PROVISION)
PORTFOLIO ONE YEAR THREE YEARS
- --------- -------- -----------
<S> <C> <C>
AIM V.I. Capital Appreciation Fund $22 $68
AIM V.I. Growth and Income Fund $22 $69
AIM V.I. Global Utilities Fund $30 $93
AIM V.I. Diversified Income Fund $23 $72
AIM V.I. Government Securities Fund $24 $73
AIM V.I. Growth Fund $22 $69
AIM V.I. International Equity Fund $24 $75
AIM V.I. Value Fund $22 $68
Dreyfus Stock Index Fund $18 $56
VIP Equity-Income Portfolio $21 $65
</TABLE>
UNDER "THE FUNDS" PAGES 10 - 11:
II. DREYFUS FUNDS
- - DREYFUS STOCK INDEX FUND - seeks to provide investment results that
correspond to the price and yield performance of publicly traded
common stocks in the aggregate, as represented by the Standard &
Poor's 500 Composite Stock Price Index.
III. FIDELITY FUNDS
- - VIP EQUITY-INCOME PORTFOLIO - seeks reasonable income by investing
primarily in income-producing equity securities. When choosing the
Portfolio's investments, Fidelity Management & Research Company also
considers the potential for capital appreciation. The Portfolio seeks
to achieve a yield that beats that of the S&P 500.
VI. AIM FUND
- - AIM V.I. CAPITAL APPRECIATION FUND - is a diversified Portfolio which
seeks to provide capital appreciation through investments in common
stocks, with emphasis on medium-sized and smaller emerging growth
companies.
- - AIM V.I. DIVERSIFIED INCOME FUND - is a diversified Portfolio which
seeks to achieve a high level of current income primarily by investing
in a diversified portfolio of foreign and U.S. government and
corporate debt securities, including lower rated high yield debt
securities (commonly known as "junk bonds"). The risks of investing in
junk bonds are described in the accompanying prospectus for the Portfolio,
which should be read carefully before investing.
- - AIM V.I. GLOBAL UTILITIES FUND - is a non-diversified Portfolio which
seeks to achieve a high level of current income and, as a secondary
objective, to achieve capital appreciation, by investing primarily in
common and preferred stocks of public utility companies (either
domestic or foreign).
<PAGE>
- - AIM V.I. GOVERNMENT SECURITIES FUND - is a diversified Portfolio
which seeks to achieve a high level of current income consistent with
reasonable concern for safety of principal by investing in debt
securities issued, guaranteed or otherwise backed by the U.S.
Government.
- - AIM V.I. GROWTH FUND - is a diversified Portfolio which seeks to
provide growth of capital through investments primarily in common
stocks of leading U.S. companies considered by A I M Advisors,
Inc. ("AIM") to have strong earnings momentum.
- - AIM V.I. GROWTH AND INCOME FUND - is a diversified Portfolio which
seeks to provide growth of capital, with current income as a secondary
objective by investing primarily in dividend paying common stocks
which have prospects for both growth of capital and dividend income.
- - AIM V.I. INTERNATIONAL EQUITY FUND - is a diversified Portfolio which
seeks to provide long-term growth of capital by investing in
international equity securities, the issuers of which are considered
by AIM to have strong earnings momentum.
- - AIM V.I. VALUE FUND - is a diversified Portfolio which seeks to
achieve long-term growth of capital by investing primarily in equity
securities judged by AIM to be undervalued relative to the current or
projected earnings of the companies issuing the securities, or
relative to current market values of assets owned by the companies
issuing the securities or relative to the equity markets generally.
Income is a secondary objective.
AIM serves as the investment advisor to the AIM Fund. AIM was organized in
1976 and, together with its domestic subsidiaries, manages or advises over 50
investment company portfolios (including the Portfolios listed above)
encompassing a broad range of investment objectives. AIM is a wholly owned
subsidiary of A I M Management Group Inc.
THE FOLLOWING INFORMATION IS ADDED TO THE FEDERAL TAX MATTERS SECTION OF
YOUR PROSPECTUS, PAGE 21.
ROTH INDIVIDUAL RETIREMENT ANNUITIES
Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth
Individual Retirement Annuity. Roth Individual Retirement Annuities are
subject to limitations on the amount that can be contributed and on the
time when distributions may commence. "Qualified distributions" from Roth
Individual Retirement Annuities are not includible in gross income.
"Qualified distributions" are any distributions made more than five taxable
years after the taxable year of the first contribution to the Roth
Individual Retirement Annuity, and which are made on or after the date the
individual attains age 59 1/2, made to a beneficiary after the owner's
death, attributable to the owner being disabled or for a first time home
purchase (first time home purchases are subject to a lifetime limit of
$10,000). "Nonqualified distributions" are treated as made from
contributions first and are includible in gross income to the extent such
distributions exceed the contributions made to the Roth Individual
Retirement Annuity. The taxable portion of a "nonqualified distribution"
may be subject to the 10% penalty tax on premature distributions. Subject
to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth Individual Retirement
Annuity. The taxable portion of a conversion or rollover distribution is
includible in gross income, but is exempted from the 10% penalty tax on
premature distributions.
<PAGE>
Please retain this Supplement for future reference.
January 26, 1998
<PAGE>
PART B
Registrant hereby incorporates by reference into Part B of this
Post-Effective Amendment No. 2 the Statement of Additional Information
contained in Post-Effective Amendment No. 1 to the Registration Statement on
Form N-4 (File No. 333-00999), as filed electronically on May 1, 1997, except
that the discussion under the heading "Financial Statements" is amended to
read as follows:
The Company's unaudited financial statements for the third quarter
ended September 30, 1997 are incorporated herein by reference to the
Company's Form 10-Q Report for that period (File No. 33-91916), a
copy of which accompanies this Statement of Additional Information.
Audited financial statements of the Company for 1996 begin on page
F-1 of the Prospectus.
No audited financial statements of the Glenbrook Life Multi-Manager
Variable Account are included herein because the Variable Account had
no material operations during the year ended December 31, 1997, and
the incremental benefit to Contract holders of preparing such
financial statements does not justify the additional cost that would
be incurred.
PART C
OTHER INFORMATION
24a. FINANCIAL STATEMENTS
PART A: Glenbrook Life and Annuity Company ("GLAC") Financial Statements and
Financial Statement Schedules are contained in Part A of this Registration
Statement. GLAC's 10-Q Report for the third quarter ended September 30, 1997
accompanies the Statement of Additional Information.
PART B: No audited financial statements of Glenbrook Life Multi-Manager
Variable Account are included herein because the Variable Account had no
material operations during the year ended December 31, 1997, and the
incremental benefit to Contract holders of preparing such financial
statements does not justify the additional cost that would be incurred.
24b. EXHIBITS
The following exhibits:
The following exhibits correspond to those required by paragraph (b)
of Item 24 as to exhibits in Form N-4:
(1) Resolution of the Board of Directors of Glenbrook Life and
Annuity Company authorizing establishment of the Glenbrook Life
Multi Manager Variable Account*
(2) Not Applicable
(3) Underwriting Agreement**
(4) Specimen Contract**
(5) Application for a Contract**
(6) (a) Certificate of Incorporation of Glenbrook Life and Annuity
Company***
(b) By-laws of Glenbrook Life and Annuity Company***
(7) Reinsurance Agreement***
(8) Participation Agreement**
(9) Opinion and Consent of Michael J. Velotta, Vice President,
Secretary and General Counsel of Glenbrook Life and Annuity
Company**
<PAGE>
(10) (a) Consent of Accountants*****
(b) Consent of Attorneys****
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15) Powers of Attorney****
- ---------------
* Previously filed and incorporated by reference with Depositor's Form
N-4 Registration Statement No. 333-00999 dated February 12, 1996.
** Previously filed and incorporated by reference with Depositor's Form
N-4 Registration Statement No. 333-00999 dated August 22, 1996.
*** Previously filed and incorporated by reference, with Depositor's Form
S-1 Registration Statement No. 333-07275 dated June 28, 1996.
**** Previously filed and incorporated by reference, with Depositor's Form
N-4 Registration Statement No. 333-00999 dated May 1, 1997.
25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
NAME AND PRINCIPAL POSITION AND OFFICE WITH DEPOSITOR
BUSINESS ADDRESS OF THE TRUST
- ------------------ -----------------------------------
Louis G. Lower, II Chairman of the Board and Chief Executive
Officer
Michael J. Velotta Vice President, Secretary, General Counsel
and Director
Peter H. Heckman President, Chief Operating Officer and
Director
Marla G. Friedman Vice President
Kevin R. Slawin Vice President
G. Craig Whitehead Senior Vice President and Director
John R. Hunter Director
James P. Zils Treasurer
Casey J. Sylla Chief Investment Officer
Sarah R. Donahue Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
Keith A. Hauschildt Assistant Vice President and Controller
Robert N. Roeters Assistant Vice President
Theodore A. Schnell Assistant Treasurer
Steven E. Shebik Assistant Treasurer
Brenda D. Sneed Assistant Secretary and Assistant General
Counsel
C. Nelson Strom Assistant Vice President and Corporate
Actuary
<PAGE>
The principal business address of the foregoing officers and directors is
3100 Sanders Road, Northbrook, IL 60062.
26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT
See 10-K Commission File #1-11840, The Allstate Corporation.
27. NUMBER OF CONTRACT OWNERS
1
28. INDEMNIFICATION
The by-laws of both Glenbrook Life and Annuity Company (Depositor) and
Allstate Life Financial Services, Inc. (Distributor), provides for the
indemnification of its Directors, Officers and Controlling Persons, against
expenses, judgments, fines and amounts paid in settlement as incurred by
such person, if such person acted properly. No indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of a duty to the Company, unless a court determines such person
is entitled to such indemnity.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Act") may be permitted to directors, officers and
controlling persons of Glenbrook Life and Annuity Company ("Registrant"),
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant 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. Registrant 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.
29a. RELATIONSHIP OF PRINCIPAL UNDERWRITER TO OTHER INVESTMENT COMPANIES
Glenbrook Life and Annuity Company Separate Account A
Glenbrook Life and Annuity Company Variable Annuity Account
Allstate Life of New York Separate Account A
Glenbrook Life Variable Life Separate Account A
29b. PRINCIPAL UNDERWRITER
NAME AND PRINCIPAL BUSINESS ALLSTATE LIFE FINANCIAL
ADDRESS OF EACH SUCH PERSON SERVICES, INC. ("ALFS")
- --------------------------- -----------------------
Louis G. Lower, II Director
Kevin R. Slawin Director
Michael J. Velotta Director and Secretary
<PAGE>
John R. Hunter President and Chief Executive
Officer
Diane Bellas Vice President and Controller
Karen C. Gardner Vice President
Andrea J. Schur Vice President
Brent H. Hamann Vice President
James P. Zils Treasurer
John R. Hedrick General Counsel and Assistant
Secretary
Lisa A. Burnell Assistant Vice President and
Compliance Officer
Robert N. Roeters Assistant Vice President
Emma M. Kalaidjian Assistant Secretary
Nancy M. Bufalino Assistant Treasurer
Brenda D. Sneed Assistant Secretary
The principal address of ALFS is 3100 Sanders Road, Northbrook, Illinois
29c. COMPENSATION OF ALLSTATE LIFE FINANCIAL SERVICES, INC.
None
30. LOCATION OF ACCOUNTS AND RECORDS
The Depositor, Glenbrook Life and Annuity Company, is located at 3100
Sanders Road, Northbrook, IL 60062.
The Underwriter, Allstate Life Financial Services, Inc., is located at
3100 Sanders Road, Northbrook, Illinois 60062.
Each company maintains those accounts and records required to be
maintained pursuant to Section 31(a) of the Investment Company Act and the
rules promulgated thereunder.
31. MANAGEMENT SERVICES
None
32. UNDERTAKINGS
The Registrant promises 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 16 months old for as long as payments under the variable annuity
contracts may be accepted. Registrant furthermore agrees to include either
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 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. Finally the Registrant
agrees to deliver any Statement of Additional Information and any Financial
Statements required to be made available under this Form N-4 promptly upon
written or oral request.
33. REPRESENTATION PURSUANT TO SECTION 403(b) OF THE INTERNAL REVENUE CODE
The Company represents that it is relying upon a November 28, 1988
Securities and Exchange Commission no-action letter issued to the American
Council of Life Insurance ("ACLI") and that the provisions of paragraphs
1-4 of the no-action letter have been complied with.
<PAGE>
34. REPRESENTATIONS REGARDING CONTRACT EXPENSE
Glenbrook Life and Annuity Company ("Glenbrook Life") represents that
the fees and charges deducted under the Individual and Group Flexible
Premium Deferred Variable Annuity Contract hereby registered by this
Registration Statement, in the aggregate, are reasonable in relation to the
services rendered, the expenses expected to be incurred, and the risks
assumed by Glenbrook Life.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (the "Act") and
the Investment Company Act of 1940, the registrant, Glenbrook Life
Multi-Manager Variable Account, certifies that it meets the requirements
of Securities Act Rule 485(b) for effectiveness of this Registration
Statement and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, and its seal to
be hereunto affixed and attested, all in the Township of Northfield, State
of Illinois, on the 23rd day of January, 1998.
GLENBROOK LIFE MULTI-MANAGER VARIABLE ACCOUNT
(Registrant)
By: GLENBROOK LIFE AND ANNUITY COMPANY
(Depositor)
(SEAL)
Attest: /s/BRENDA D. SNEED By: /s/MICHAEL J. VELOTTA
------------------------- ------------------------------
Brenda D. Sneed Michael J. Velotta
Assistant Secretary Vice President, Secretary and
and Assistant General General Counsel
Counsel
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Registration Statement has been duly
signed below by the following Directors and Officers of Glenbrook Life and
Annuity Company on the 23rd day of January, 1998.
*/LOUIS G. LOWER, II Chairman of the Board of Directors and
- ------------------------------ Chief Executive Officer
Louis G. Lower, II (Principal Executive Officer)
/s/MICHAEL J. VELOTTA Vice President, Secretary, General
- ------------------------------ Counsel and Director
Michael J. Velotta
*/PETER H. HECKMAN President, Chief Operating Officer
- ------------------------------ and Director
Peter H. Heckman
*/JOHN R. HUNTER Director
- ------------------------------
John R. Hunter
*/KEVIN R. SLAWIN Vice President
- ------------------------------ (Principal Financial Officer)
Kevin R. Slawin
*/MARLA G. FRIEDMAN Senior Vice President
- ------------------------------
<PAGE>
Marla G. Friedman
*/G. CRAIG WHITEHEAD Senior Vice President and Director
- ------------------------------
G. Craig Whitehead
*/JAMES P. ZILS Treasurer
- ------------------------------
James P. Zils
*/CASEY J. SYLLA Chief Investment Officer
- ------------------------------
Casey J. Sylla
**/KEITH A. HAUSCHILDT Assistant Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Keith A. Hauschildt
*/ By Michael J. Velotta, pursuant to Power of Attorney, previously
filed.
**/ By Michael J. Velotta, pursuant to Power of Attorney, filed herewith.
