04-6451. Glenbrook Life and Annuity Company, et al.; Notice of Application

March 17, 2004.

AGENCY:

Securities and Exchange Commission (“SEC” or “Commission”).

ACTION:

Notice of an application for an order of exemption pursuant to section 17(b) of the Investment Company Act of 1940 (the “Act”) from section 17(a) of the Act.

Applicants: Glenbrook Life and Annuity Company (“Glenbrook”) and Glenbrook Life Multi-Manager Variable Account (“Glenbrook Multi-Manager”), Glenbrook Life Variable Life Separate Account A (“Glenbrook VL”), Glenbrook Life and Annuity Company Variable Annuity Account (“Variable Annuity Account”), Glenbrook Life Scudder Variable Account A (“Scudder Account”), and Glenbrook Life AIM Variable Life Separate Account A (“AIM VL Account”) (collectively, the “Separate Accounts”).

Summary of Application: Applicants seek an order of exemption to the extent necessary to permit a transfer of assets and assumption of liabilities of (1) Variable Annuity Account and Scudder Account by Glenbrook Multi-Manager; and (2) AIM VL Account by Glenbrook VL.

Filing Date: The application was filed on November 25, 2003, and amended and restated on March 10, 2004.

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving Applicants with a copy of the request, personally or by mail. Hearing requests must be received by the Commission by 5:30 p.m. on April 12, 2004, and must be accompanied by proof of service, on Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, the reason for the request, and the issues contested. Persons may request notification of a hearing by writing to the Secretary of the Commission.

ADDRESSES:

Secretary, Securities and Exchange Commission, 450 5th Street, NW., Washington, DC 20549. Applicants, Charles Smith, Esq., Assistant Counsel, Glenbrook Life and Annuity Company, 3100 Sanders Road, Northbrook, Illinois 60062.

FOR FURTHER INFORMATION CONTACT:

Alison White, Senior Counsel, or Lorna MacLeod, Branch Chief, Office of Insurance Products, Division of Investment Management, at [phone].

SUPPLEMENTARY INFORMATION:

The following is a summary of the application; the complete application is available for a fee from the Public Reference Branch of the Commission.

Applicants' Representations

1. Glenbrook is a stock life insurance company organized under the laws of the State of Arizona in 1998. Previously, Glenbrook Life was organized under the laws of the State of Illinois in 1992. Glenbrook Life was originally organized under the laws of the State of Indiana in 1965. From 1965 to 1983 Glenbrook Life was known as “United Standard Life Assurance Company” and from 1983 to 1992 as “William Penn Life Assurance Company of America.” Glenbrook's home office is located at 3100 Sanders Road, Northbrook, Illinois, 60062. Glenbrook is currently licensed to operate in the District of Columbia, Puerto Rico, and all states except New York. Glenbrook is a direct, wholly owned subsidiary of Allstate Life Insurance Company. Allstate Life Insurance Company is a wholly owned subsidiary of Allstate Insurance Company, a stock property-liability insurance company incorporated under the laws of Illinois. All of the outstanding capital stock of Allstate Insurance Company is owned by The Allstate Corporation.

2. Glenbrook established Glenbrook Multi-Manager, Glenbrook VL, Variable Annuity Account, Scudder Account, and AIM VL Account as separate account pursuant to Illinois law. Each is a “separate account,” as defined by section 2(a)(37) of the Act, and is registered with the Commission pursuant to the Act as a unit investment trust.

3. Certain variable annuity contracts sponsored by Glenbrook and issued through Glenbrook Multi-Manager, Variable Annuity Account and Scudder Account are registered with the Commission pursuant to the Securities Act of 1933 (the “Securities Act”).

4. Certain variable life insurance contracts sponsored by Glenbrook and issued through Glenbrook VL and AIM VL Account are registered with the Commission pursuant to the Securities Act.

5. Glenbrook Multi-Manager is divided into 88 sub-accounts, each of which invests exclusively in shares of a corresponding portfolio of an open-end, diversified management investment company registered under the Act (the “Funds”). Variable Annuity Account is divided into 39 sub-accounts, each of which invests exclusively in shares of a corresponding portfolio of the Funds. Scudder Account is divided into 10 sub-accounts, each of which invests exclusively in shares of a corresponding portfolio of the Funds.

6. Glenbrook VL is divided into 57 sub-accounts, each of which invests exclusively in shares of a corresponding portfolio of the Funds. AIM VL Account is divided into 18 sub-accounts, each of which invests exclusively in shares of a corresponding portfolio of the Funds.

7. After considering the nature and purpose of each separate account, the Boards of Directors of Glenbrook has determined that the efficiency of the operations of the separate accounts could be improved, and the overall administration enhanced, by merging: (a) Variable Annuity Account and Scudder Account into Glenbrook Multi-Manager; and (b) AIM VL Account into Glenbrook VL (together, the “Merger”). The Merger will be structured so there will be no change in the rights and benefits of persons having an interest in any of the Contracts issued by those Separate Accounts.

8. The Merger provides for the transfer of Variable Annuity Account and Scudder Account assets to Glenbrook Multi-Manager and the assumption of the liabilities and contractual obligations of each of Variable Annuity Account and Scudder Account by Glenbrook Multi-Manager in return for the crediting of accumulation units of Glenbrook Multi-Manager to Variable Annuity Account and Scudder Account contract owners. Once this process has been completed, the units of Variable Annuity Account and Scudder Account would be cancelled, Variable Annuity Account and Scudder Account would each submit an application to the Commission pursuant to section 8(f) of the Act to effect its deregistration as an investment company and would cease to exist, and Glenbrook Multi-Manager would continue to exist.

9. Immediately following the Merger, each Variable Annuity Account and Scudder Account contract owner will possess a number of Glenbrook Multi-Manager units (both full and fractional) that, when multiplied by the unit value of Glenbrook Multi-Manager units, would result in an aggregate unit value equal to the aggregate unit value of the units the contract owner had in the respective Separate Account immediately before the consummation of the Merger.

10. Glenbrook will distribute to each existing Variable Annuity Account and Scudder Account contract owner: (a) A contract rider indicating that such contracts are thereafter funded by Glenbrook Multi-Manager; (b) a letter informing such contract owners of the Merger; and (c) a prospectus supplement that reflects Glenbrook Multi-Manager as the separate account funding the contracts.

11. The Merger also provides for the transfer of AIM VL Account assets to Glenbrook VL and the assumption of the liabilities and contractual obligations of AIM VL Account by Glenbrook VL in return for the crediting of accumulation units of Glenbrook VL to AIM VL Account contract owners. Once this process has been completed, the units of AIM VL Account would be cancelled, AIM VL Account would submit an application to the Commission pursuant to section 8(f) of the Act to effect its deregistration as an investment company and would cease to exist, and Glenbrook VL would continue to exist.

12. Immediately following the Merger, each AIM VL Account contract owner will possess a number of Glenbrook VL units (both full and fractional) that, when multiplied by the unit value of Glenbrook VL units, would result in an aggregate unit value equal to the aggregate unit value of the units the contract owner had in the respective Separate Account immediately before the consummation of the Merger.

13. Glenbrook will distribute to each existing AIM VL Account contract owner: (a) A contract rider indicating that such contracts are thereafter funded by Glenbrook VL; (b) a letter informing such contract owners of the Merger; and (c) a prospectus supplement that reflects Glenbrook VL as the separate account funding the contracts.

14. Except for the change in the separate account funding the variable annuity contracts and variable life contracts, all the rights and benefits of the contract owners will remain unchanged after the Merger. Further, the fees and charges under the contracts will not change as a result of the Merger.

15. Glenbrook asserts that the Merger will have no tax consequences for Glenbrook contract owners. In addition, no payments will be required or charges imposed under the Glenbrook contracts in connection with, or by virtue of, the Merger that would not otherwise be required or imposed.

Applicants' Legal Analysis

1. Section 17(a) of the Act provides generally that it is unlawful for any affiliated person of a registered investment company, or any affiliated person of such a person, acting as principal to knowingly purchase or to sell any security or other property from or to such registered company.

2. Section 17(b) of the Act provides generally that the Commission may grant an order exempting a transaction otherwise prohibited by section 17(a) of the Act if evidence establishes that: (a) The terms of the proposed transaction, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned; (b) the proposed transaction is consistent with the policy of each registered investment company concerned; and (c) the proposed transaction is consistent with the general purposes of the Act.

3. The Merger may be subject to the provisions of section 17(a) of the Act because it could be viewed as involving an investment company (VA Account, Scudder Account, AIM VL Account) selling its assets to another investment company (Glenbrook Multi-Manager, Glenbrook VL) that is affiliated by reason of having sponsoring insurance companies that are under common control, or by reason of having common directors.

4. Applicants request an order of the Commission pursuant to section 17(b) of the Act to the extent necessary to exempt the Merger from the provisions of section 17(a) of the Act.

5. Applicants assert that the terms of the Merger are fair and reasonable. The transfer of assets held by Variable Annuity Account, Scudder Account and AIM VL Account respectively, will be made at the relative net asset values of the sub-accounts. Consequently, the interests of Glenbrook Multi-Manager and Glenbrook VL owners will not be diluted by the Merger. Each Variable Annuity Account and Scudder Account contract will be credited, immediately after the Merger, with units of Glenbrook Multi-Manager having the same aggregate value as the aggregate value of the units of Variable Annuity Account and Scudder Account credited to such contract immediately prior to the Merger. Likewise, each AIM VL Account contract will be credited, immediately after the Merger, with units of the Glenbrook VL having the same aggregate value as the aggregate value of the units of AIM VL Account credited to such contract immediately prior to the Merger. The Merger will not result in any change in charges, costs, fees or expenses borne by any Contract owner. No direct or indirect costs will be incurred by any Separate Account concerned as a result of the Merger. Therefore, the proposed transactions will not result in dilution of the economic interests of any Contract owners. In addition, the Merger will result in no change in the investment options available to Glenbrook contract owners. Each sub-account of the Separate Accounts will continue to invest in the same Fund as that sub-account invested in prior to the Merger.

6. The consolidation of any overlapping sub-accounts will take place at their respective net asset values and each Glenbrook Contract owner holding units of interest in one of the merging sub-accounts will have those units exchanged for units of equal value in the corresponding surviving sub-account. The values of the exchanged interests under the Contracts will thus be equivalent. The accumulation unit values for these sub-accounts will not change, and the Contract value of any affected Contract owner immediately after the sub-account consolidation will be the same as the value immediately before the sub-account consolidation.

7. Applicants assert that the Merger do not involve overreaching on the part of any party involved and is consistent with the general purposes of the Act. The purposes of the Merger are to consolidate three variable annuity separate accounts, each of which issue variable annuity contracts, into a single separate account and to consolidate two variable life separate accounts, each of which issue variable life contracts, into a single separate account. The Merger will allow for administrative efficiencies and cost savings by Glenbrook because it can consolidate its separate account operations. The Merger will not dilute or otherwise adversely affect the economic interests of the owners of the Glenbrook contracts, nor will the Merger affect the values determined under the Glenbrook contracts.

8. Applicants represent that the Merger are consistent with the policy of each Separate Account as set forth in its registration statement. The policy of each Separate Account is to invest in the Funds. As noted above, the Merger will result in no change to any Fund underlying the Glenbrook Separate Accounts. Each sub-account of the Separate Accounts will continue to invest in the same Fund as that sub-account invested in prior to the Merger. Accordingly, the assets underlying the Contracts will continue to be invested in accordance with the policies recited in the Separate Accounts' respective registration statements.

Conclusion

For the reasons summarized above, Applicants assert that the terms of the Merger, including the consideration to be paid or received, are reasonable and fair and do not involve overreaching on the part of any person concerned, are consistent with the policies of the Glenbrook Separate Accounts as recited in their registration statements, are consistent with the general purposes of the Act, and therefore meet the conditions for exemptive relief established by section 17(b).

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.