485BPOS 1 nlicva2amprosaiptc485b.txt NLIC VAII ASSET MANAGER As filed with the Securities and Exchange Commission on September 20, 2001. -------------------------------------------------------------------------------- File Nos. 033-35412 811-06116 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POST-EFFECTIVE AMENDMENT NO. 34 AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. 42 NORTHBROOK VARIABLE ANNUITY ACCOUNT II (Exact Name of Registrant) NORTHBROOK LIFE INSURANCE COMPANY (Name of Depositor) MICHAEL J. VELOTTA VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL NORTHBROOK LIFE INSURANCE COMPANY 3100 SANDERS ROAD NORTHBROOK, ILLINOIS 60062 847/402-2400 (Name and Complete Address of Agent for Service) COPIES TO: CHARLES M. SMITH, JR., ESQUIRE DANIEL J. FITZPATRICK, ESQUIRE ALLSTATE LIFE INSURANCE COMPANY MORGAN STANLEY DW INC. 3100 SANDERS ROAD, SUITE J5B 1585 BROADWAY NORTHBROOK, ILLINOIS 60062 NEW YORK, NEW YORK 10036 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: CONTINUOUS IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE (CHECK APPROPRIATE BOX) __ immediately upon filing pursuant to paragraph (b) of Rule 485 x on October 1, 2001 pursuant to paragraph (b) of Rule 485 __ 60 days after filing pursuant to paragraph (a)(1) of Rule 485 __ on (date) pursuant to paragraph (a)(1) 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. TITLE OF SECURITIES BEING REGISTERED: Units of interest in the Northbrook Variable Annuity Account II under deferred variable annuity contracts. Explanatory Note Registrant is filing this post-effective amendment ("Amendment") for the purpose of adding 10 new variable sub-accounts that will be available under the Morgan Stanley Variable Annuity II AssetManager contracts described in the registration statement. The Amendment is not intended to amend or delete any part of the registration statement, except as specifically noted herein. Northbrook Life Insurance Company Northbrook Variable Annuity Account II Supplement, dated October 1, 2001, to the Morgan Stanley Variable Annuity II AssetManager Prospectus dated May 1, 2001 This supplement amends the above-referenced prospectus for the Morgan Stanley Variable Annuity II AssetManager Contracts (the "Contracts"), offered by Northbrook Life Insurance Company, to add 10 new Variable Sub-Accounts. Please keep this supplement for future reference together with your prospectus. Cover page: Replace the second paragraph with the following: The Contract offers 34 investment alternatives ("investment alternatives"). The investment alternatives include 2 fixed account options ("Fixed Account Options") and 32 variable sub-accounts ("Variable Sub-Accounts") of the Northbrook Variable Annuity Account II ("Variable Account"). Each Variable Sub-Account invests exclusively in shares of portfolios ("Portfolios") of the following mutual funds ("Funds"): o Morgan Stanley Variable Investment Series o The Universal Institutional Funds, Inc. o Van Kampen Life Investment Trust o AIM Variable Insurance Funds o Alliance Variable Products Series Fund (Class B shares) o Putnam Variable Trust (Class IB Shares) Change all references throughout the prospectus to the availability of "22" Variable Sub-Accounts to "32" Variable Sub-Accounts, and "24" investment alternatives to "34" investment alternatives. Page 4: Under the section "Investment Alternatives," add the following investment advisers: o Morgan Stanley Investment Management L.P. o AIM Advisors, Inc. o Alliance Capital Management, L.P. o Putnam Investment Management, Inc.
Page 8: Insert the following to the chart describing Portfolio Annual Expenses: Portfolio Management Fees 12b-1 Fees Other Total Annual Expenses Portfolio Expenses The Universal Institutional Funds, Inc. Mid Cap Value Portfolio 0.53% N/A 0.52% 1.05% AIM Variable Insurance Funds AIM V.I. Capital Appreciation Fund 0.61% N/A 0.21% 0.82% AIM V.I. Growth Fund 0.61% N/A 0.22% 0.83% AIM V.I. Value Fund 0.61% N/A 0.23% 0.84% Alliance Variable Products Series Fund (Class B Shares)(4) Alliance Growth Portfolio 0.75% 0.25% 0.08% 1.08% Alliance Growth and Income Portfolio 0.63% 0.25% 0.07% 0.95% Alliance Premier Growth Portfolio 1.00% 0.25% 0.05% 1.30% Putnam Variable Trust (Class IB Shares) Putnam VT Growth and Income Fund 0.46% 0.25% 0.04% 0.75% Putnam VT International Growth Fund 0.80% 0.25% 0.17% 1.22% Putnam VT Voyager Fund 0.51% 0.25% 0.05% 0.81% Page 8: Insert the following into the table in footnote (3) which sets forth that absent voluntary reductions and reimbursements for certain Portfolios, "Management Fees," "Rule 12b-1 Fees," "Other Expenses," and "Total Annual Portfolio Expenses" would have been as follows: Fund Management Fees Rule 12b-1Fees Other Total Annual Expenses Fund Expenses Mid Cap Value Portfolio 0.75% N/A 0.52% 1.27% Page 8: Insert the following as footnote (4): (4) Class B of the Alliance Variable Products Series Fund has a distribution plan or "Rule 12b-1" plan as described in the Fund's prospectus. Page 9: Insert the following into the Expense Example table: Sub-Account 1 Year 3 Years 5 Years 10 Years The Universal Institutional Funds, Inc. Mid Cap Value 30 92 156 329 AIM Variable Insurance Funds AIM V.I. Capital Appreciation 28 85 145 306 AIM V.I. Growth 28 85 145 307 AIM V.I. Value 28 86 146 308 Alliance Variable Product Series Fund (Class B Shares) Alliance Growth 30 93 158 331 Alliance Growth and Income 29 89 151 319 Alliance Premier Growth 33 100 169 353 Putnam Variable Trust (Class IB Shares) Putnam VT Growth and Income 27 83 141 299 Putnam VT International Growth 32 97 165 345 Putnam VT Voyager 28 85 144 305 Page 14: Insert the following into the table describing the "investment objective" of each Portfolio: Portfolio: Each Portfolio Seeks: Investment Advisor The Universal Institutional Funds, Inc. Mid Cap Value Portfolio Above average total return over a market cycle Morgan Stanley Investment of three to five years Management L.P. AIM Variable Insurance Funds* AIM V.I. Capital Appreciation Fund Growth of capital AIM V.I. Growth Fund Growth of capital AIM Advisors, Inc. AIM V.I. Value Fund Long-term growth of capital AllianceVariable Products Series Fund (Class B Shares) Alliance Growth Portfolio Long-term growth of capital. Current income is incidental to the Portfolio's objective Alliance Growth and Income Portfolio Reasonable current income and reasonable Alliance Capital opportunity for appreciation Management, L.P. Alliance Premier Growth Portfolio Growth of capital by pursuing aggressive investment policies Putnam Variable Trust (Class IB Shares) Putnam VT Growth and Income Fund Capital growth and current income Putnam Investment Putnam VT International Growth Fund Capital appreciation Management, Inc. Putnam VT Voyager Fund Capital appreciation * A portfolio's investment objective may be changed by the Fund's Board of Trustees without shareholder approval. Page A-2; A-4; and A-6 (Appendix A): Add the following to the footnote after the tables of Accumulation Unit Values: In addition, there are no Accumulation Unit Values to report for the following Variable Sub-Accounts, which commenced operations on January 31, 2000, but which were first offered under the Contract as of the date of this supplement: Mid-Cap Value, AIM V.I. Capital Appreciation, AIM V.I. Growth, AIM V.I. Value, Alliance Growth, Alliance Growth and Income, Alliance Premier Growth, Putnam VT Growth and Income, Putnam VT International Growth, and Putnam VT Voyager.
Northbrook Life Insurance Company Northbrook Variable Annuity Account II Supplement, dated October 1, 2001, to the Morgan Stanley Variable Annuity II AssetManager Statement of Additional Information dated May 1, 2001 This supplement amends the above-referenced Statement of Additional Information ("SAI") for the Morgan Stanley Variable Annuity II AssetManager Contracts (the "Contracts"), offered by Northbrook Life Insurance Company, to add 10 new Variable Sub-Accounts. Add the following to the section entitled "Standardized Total Returns," in the table setting forth the dates on which the Variable Sub-Accounts commenced operations: THE UNIVERSAL INSTITUTIONAL FUNDS, INC.: Variable Sub-Account Date Mid-Cap Value January 31, 2000 AIM VARIABLE INSURANCE FUNDS: Variable Sub-Account Date Capital Appreciation January 31, 2000 Growth January 31, 2000 Value January 31, 2000 ALLIANCE VARIABLE PRODUCTS SERIES FUND (CLASS B SHARES): Variable Sub-Account Date Growth January 31, 2000 Growth and Income January 31, 2000 Premier Growth January 31, 2000 PUTNAM VARIABLE TRUST (CLASS IB SHARES): Variable Sub-Account Date Growth and Income January 31, 2000 International Growth January 31, 2000 Voyager January 31, 2000 Insert the following into the tables describing Variable Sub-Account performance for each category of performance shown under Standardized Total Returns: (WITHOUT AN OPTIONAL DEATH OR INCOME BENEFIT)
Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -11.57% AIM V.I. Growth N/A N/A -19.31% AIM V.I. Value N/A N/A -14.68% Alliance Growth N/A N/A -16.05% Alliance Growth and Income N/A N/A 15.55% Alliance Premier Growth N/A N/A -14.52 Mid Cap Value N/A N/A 12.16% Putnam VT Growth and Income N/A N/A 9.08% Putnam VT International Growth N/A N/A -7.32% Putnam VT Voyager N/A N/A -16.19% (WITH ENHANCED DEATH BENEFIT OPTION, PERFORMANCE DEATH BENEFIT OPTION OR PERFORMANCE INCOME BENEFIT OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -11.68% AIM V.I. Growth N/A N/A -19.40% AIM V.I. Value N/A N/A -14.78% Alliance Growth N/A N/A -16.15% Alliance Growth and Income N/A N/A 15.41% Alliance Premier Growth N/A N/A -14.63% Mid Cap Value N/A N/A 12.02% Putnam VT Growth and Income N/A N/A 8.95% Putnam VT International Growth N/A N/A -7.43% Putnam VT Voyager N/A N/A -16.29% (WITH PERFORMANCE BENEFIT COMBINATION OPTION OR DEATH BENEFIT COMBINATION OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -11.77% AIM V.I. Growth N/A N/A -19.48% AIM V.I. Value N/A N/A -14.86% Alliance Growth N/A N/A -16.23% Alliance Growth and Income N/A N/A 15.29% Alliance Premier Growth N/A N/A --14.71% Mid Cap Value N/A N/A 11.91% Putnam VT Growth and Income N/A N/A 8.84% Putnam VT International Growth N/A N/A -7.52% Putnam VT Voyager N/A N/A -16.38% Insert the following into the tables describing Variable Sub-Account performance for each category of performance shown under Non-Standardized Total Returns: (WITHOUT AN OPTIONAL DEATH OR INCOME BENEFIT) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -10.66% AIM V.I. Growth N/A N/A -18.39% AIM V.I. Value N/A N/A -13.76% Alliance Growth N/A N/A -15.14% Alliance Growth and Income N/A N/A 16.46% Alliance Premier Growth N/A N/A -13.61% Mid Cap Value N/A N/A 13.07% Putnam VT Growth and Income N/A N/A 9.99% Putnam VT International Growth N/A N/A -6.41% Putnam VT Voyager N/A N/A -15.28% (WITH ENHANCED DEATH BENEFIT OPTION, PERFORMANCE DEATH BENEFIT OPTION OR PERFORMANCE INCOME BENEFIT OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -10.76% AIM V.I. Growth N/A N/A -18.49% AIM V.I. Value N/A N/A -13.86% Alliance Growth N/A N/A -15.24% Alliance Growth and Income N/A N/A 16.32% Alliance Premier Growth N/A N/A -13.71% Mid Cap Value N/A N/A 12.94% Putnam VT Growth and Income N/A N/A 9.86% Putnam VT International Growth N/A N/A -6.52% Putnam VT Voyager N/A N/A -15.38% (WITH PERFORMANCE BENEFIT COMBINATION OPTION OR DEATH BENEFIT COMBINATION OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation N/A N/A -10.85% AIM V.I. Growth N/A N/A -18.57% AIM V.I. Value N/A N/A -13.95% Alliance Growth N/A N/A -15.32% Alliance Growth and Income N/A N/A 16.21% Alliance Premier Growth N/A N/A -13.80% Mid Cap Value N/A N/A 12.83% Putnam VT Growth and Income N/A N/A 9.75% Putnam VT International Growth N/A N/A -6.61% Putnam VT Voyager N/A N/A -15.46% In the first table in the section entitled "Adjusted Historical Returns", insert: Variable Sub-Account Inception Date of Corresponding Portfolio Mid-Cap Value January 2, 1997 AIM V.I. Capital Appreciation May 5, 1993 AIM V.I. Growth May 5, 1993 AIM V.I. Value May 5, 1993 Alliance Growth September 15, 1994 Alliance Growth and Income January 14, 1991 Alliance Premier Growth July 14, 1999 Putnam VT Growth and Income February 1, 1998 Putnam VT International Growth January 2, 1997 Putnam VT Voyager February 1, 1998 Insert the following to the tables describing Variable Sub-Account performance for each category of performance shown under Adjusted Historical Returns: (WITHOUT AN OPTIONAL DEATH OR INCOME BENEFIT) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation -12.37% 13.59% 15.48% AIM V.I. Growth -21.80% 14.78% 14.25% AIM V.I. Value -16.05% 14.00% 15.43% Alliance Growth* -19.23% 16.97% 19.41% Alliance Growth and Income* 11.59% 17.61% 13.41% Alliance Premier Growth -18.15% N/A -5.65% Mid Cap Value 8.95% N/A 18.82% Putnam VT Growth and Income** 6.17% 11.92% 12.66% Putnam VT International Growth** -11.05% N/A 16.87% Putnam VT Voyager** -17.91% 16.56% 18.28% (WITH ENHANCED DEATH BENEFIT OPTION, PERFORMANCE DEATH BENEFIT OPTION OR PERFORMANCE INCOME BENEFIT OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation -12.49% 13.44% 15.33% AIM V.I. Growth -21.91% 14.63% 14.11% AIM V.I. Value -16.16% 13.85% 15.28% Alliance Growth* -19.33% 16.82% 19.26% Alliance Growth and Income* 11.45% 17.46% 13.27% Alliance Premier Growth -18.26% N/A -5.77% Mid Cap Value 8.95% N/A 18.82% Putnam VT Growth and Income** 6.03% 11.77% 12.51% Putnam VT International Growth** -11.16% N/A 16.71% Putnam VT Voyager** -18.02% 16.41% 18.13% (WITH PERFORMANCE BENEFIT COMBINATION OPTION OR DEATH BENEFIT COMBINATION OPTION) Ten Years or Variable Sub-Account One Year 5 Years Since Inception AIM V.I. Capital Appreciation -12.58% 13.32% 15.20% AIM V.I. Growth -21.99% 14.51% 13.98% AIM V.I. Value -16.25% 13.73% 15.16% Alliance Growth* -19.42% 16.69% 19.13% Alliance Growth and Income* 11.32% 17.33% 13.14% Alliance Premier Growth -18.35% N/A -5.88% Mid Cap Value 8.95% N/A 18.82% Putnam VT Growth and Income** 5.91% 11.65% 12.39% Putnam VT International Growth** -11.26% N/A 16.59% Putnam VT Voyager** -18.11% 16.28% 18.00% * The Portfolios' Class B shares ("12b-1 class") corresponding to the Alliance Growth and Alliance Growth and Income Variable Sub-Accounts were first offered on June 1, 1999. For periods prior to these dates, the performance shown is based on the historical performance of the Portfolios' Class A shares ("non-12b-1 class"), not adjusted to reflect the current expenses of the Portfolios' 12b-1 class. The inception dates for the Portfolios are as shown above. ** The Portfolios' Class 1B shares ("12b-1 class") corresponding to the Putnam VT Growth and Income, International Growth, and Voyager Variable Sub-Accounts were first offered on April 6, 1998, April 30, 1998, and April 30, 1998, respectively. For periods prior to these dates, the performance shown is based on the historical performance of the Portfolios' Class IA shares ("non-12b-1 class"), adjusted to reflect the current expenses of the Portfolios' 12b-1 class. The inception dates for the Portfolios are as shown above.
PART C OTHER INFORMATION Part C is hereby amended to include the following exhibits: Item 24(b). EXHIBITS (9)(d) Opinion and Consent of General Counsel (13)(d) Performance Data Calculations (99)(c) Power of Attorney for Steve Shebik SIGNATURES As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this amended registration statement, and has caused this Registration Statement, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Township of Northbrook, State of Illinois, on the 20th day of September, 2001. NORTHBROOK VARIABLE ANNUITY ACCOUNT II (REGISTRANT) BY: NORTHBROOK LIFE INSURANCE COMPANY (DEPOSITOR) By: /s/MICHAEL J. VELOTTA -------------------------- Michael J. Velotta Vice President, Secretary and General Counsel As required by the Securities Act of 1933, this Registration Statement, as amended, has been duly signed below by the following directors and officers of Northbrook Life Insurance Company on the 20th day of September, 2001. */THOMAS J. WILSON, II Director, President and Chief Executive Officer ---------------------- (Principal Executive Officer) Thomas J. Wilson, II /s/ MICHAEL J. VELOTTA Director, Vice President, Secretary and General Counsel ---------------------- Michael J. Velotta */MARGARET G. DYER Director ---------------------- Margaret G. Dyer */ MARLA G. FRIEDMAN Director and Vice President ---------------------- Marla G. Friedman */JOHN C. LOUNDS Director ---------------------- John C. Lounds */J. KEVIN McCARTHY Director ---------------------- J. Kevin McCarthy */STEVE SHEBIK Director ---------------------- (Principal Financial Officer) Steve Shebik */SAMUEL H. PILCH Vice President and Controller ---------------------- (Principal Accounting Officer) Samuel H. Pilch */ By Michael J. Velotta, pursuant to Power of Attorney. EXHIBIT LIST The following exhibits are filed herewith: EXHIBIT NO. DESCRIPTION (9)(d) Opinion and Consent of General Counsel (13)(d) Performance Data Calculations (99)(c) Power of Attorney for Steve Shebik