As filed with the Securities and Exchange Commission on March 12, 1999
File No. 811-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
WHICH ARE CURRENTLY ISSUING SECURITIES
Pursuant to Section 8(b) of the
Investment Company Act of 1940
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LLANY Separate Account S for
Flexible Premium Variable Life Insurance
(Name of Unit Investment Trust)
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[ ] Not the issuer of periodic payment plan Certificates.
[X] Issuer of periodic payment plan Certificates. (Only for purposes of
information provided herein.)
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I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service Employer
Identification Number.
LLANY Separate Account S for Flexible Premium Variable Life
Insurance (hereinafter referred to as the "Separate Account"). The
Separate Account is not a separate legal entity and therefore does
not have an Employer Identification Number ("EIN") separate from
that of its depositor, Lincoln Life & Annuity Company of New York.
(b) Furnish title of each class or series of securities issued by
the trust.
Flexible Premium Variable Life Insurance Policies ("Policies").
2. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each depositor
of the trust.
Lincoln Life & Annuity Company of New York (hereinafter referred
to as "LLANY," the "Company" and/or "Depositor"), 120 Madison
Street, Suite 1700, Syracuse, NY 13202. Its EIN is 16-1505436.
3. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each custodian
or trustee of the trust indicating for which class or series of
securities each custodian or trustee is acting.
The Company acts as the Custodian of the assets of the Separate
Account. The Separate Account has no trustee.
4. Furnish name and principal business address and ZIP Code and the
Internal Revenue Service Employer Identification Number of each principal
underwriter currently distributing securities of the trust.
Lincoln Financial Advisors, Inc. ("LFA") 350 Church Street,
Hartford, CT 06103, serves as the principal underwriter for the
Separate Account. Its EIN is 35-1151034.
5. Furnish name of state or other sovereign power, the laws of which govern
with respect to the organization of the trust.
State of New York.
6. (a) Furnish the dates of execution and termination of any indenture or
agreement currently in effect under the terms of which the trust was
organized and issued or proposes to issue securities.
The Separate Account was established under New York law pursuant
to a resolution of the Board of Directors of the Company on March
2, 1999. The resolution will continue in effect until terminated
or amended by the Board of Directors.
(b) Furnish the dates of execution and termination of any indenture or
agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held
by the custodian or trustee.
Not applicable.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has
never been changed, so state.
The name has never been changed.
8. State the date on which the fiscal year of the trust ends.
December 31.
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MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of
the claim or the amount thereof, to which the trust, the depositor, or
the principal underwriter is a party or of which the assets of the trust
are the subject, including the substance of the claims involved in such
proceeding and the title of the proceeding. Furnish a similar statement
with respect to any pending administrative proceeding commenced by a
governmental authority or any such proceeding or legal proceeding known
to be contemplated by a governmental authority. Include any proceeding
which, although immaterial itself, is representative of, or one of, a
group which in the aggregate is material.
To be filed by amendment.
II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST.
GENERAL INFORMATION CONCERNING THE SECURITIES OF THE TRUST AND THE RIGHTS
OF HOLDERS
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type.
Each class of the securities of the Separate Account is of the
registered type insofar as the Policy is personal to the owner
of the Policy (hereinafter referred to as "Policyowner") and
records concerning the Policyowner are maintained by or on
behalf of the Company.
(b) Whether the securities are of the cumulative or distributive type.
The Policy is of the cumulative type providing for no direct
distribution of income, dividends or capital gains. Rather,
such amounts are reflected in the Policy value and death
benefit of the Policy.
(c) The rights of security holders with respect to withdrawal or
redemption.
Incorporated herein by reference to the Prospectus filed
concurrently herewith as a part of a Registration Statement on
Form S-6 under the Securities Act of 1933 describing individual
flexible premium variable life insurance policies (the
"Prospectus"); specifically, the sections titled "Policy Values
-- Surrender Value" and "Policy Rights -- Partial Surrenders".
(d) The rights of security holders with respect to conversion, transfer,
partial redemption, and similar matters.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Policy Choices --
Transfers and Allocations to Funding Options", "Policy Values
-- Surrender Value", "Policy Rights -- Partial Surrenders".
(e) If the trust is the issuer of periodic payment plan certificates,
the substance of the provisions of any indenture or agreement with
respect to lapses or defaults by security holders in making
principal payments, and with respect to reinstatement.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: " Buying Variable Life
Insurance"; "Policy Rights -- Reinstatement of a Lapsed
Policy".
(f) The substance of the provisions of any indenture or agreement with
respect to voting rights, together with the names of any persons
other than security holders given the right to exercise voting
rights pertaining to the trust's securities or the underlying
securities and the relationship of such persons to the trust.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration on Form S-6: "LLANY; The Separate Account and the
General Account"; "Additional Information -- Right to Instruct
Voting of Fund Shares".
(g) Whether security holders must be given notice of any change in:
(1) the composition of the assets of the trust.
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Notice must be given of any such change.
(2) the terms and conditions of the securities issued by the trust.
Notice must be given of any such change.
(3) the provisions of any indenture or agreement of the trust.
There is no indenture or agreement of trust relating to the
Separate Account.
(4) the identity of the depositor, trustee or custodian.
Notice is required of a change in the identity of the
depositor. The depositor is also the custodian. The Separate
Account has no trustee.
(h) Whether the consent of security holders is required in order for
action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of the Policyowners is not required when changing the
underlying securities of the Separate Account. However, to
change such securities, approval of the Securities and Exchange
Commission is required by Section 26(b) of the 1940 Act.
(2) the terms and conditions of the securities issued by the trust.
Except as is required by Federal or State law or regulation, no
change in the terms and conditions of a policy can be made
without consent of a Policyowner.
(3) the provisions of any indenture or agreement of the trust.
Not applicable. See response to Item 10(g)(3).
(4) the identity of the depositor, trustee or custodian.
No consent of Policyowners is necessary with respect to any
change in the identity of the depositor or custodian, but a
change in the depositor would be subject to state insurance
department review and approval.
(i) Any other principal feature of the securities issued by
the trust or any other principal right, privilege or
obligation not covered by subdivisions (a) to (g) or by
any other item in this form.
Incorporated herein by reference to the following sections
of the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Death Benefit",
"Policy Choices - Premium Payments and Transfers and
Allocations to Funding Options".
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. If the
trust owns or will own any securities of its regular brokers or dealers
as defined in Rule 10b-1 under the Act, or their parents, identify those
brokers or dealers and state the value of the registrant's aggregate
holding of the securities of each subject issuer as of the close of the
registrant's most recent fiscal year.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "LLANY, the Separate Account and the
General Account" : "Allocation of Premiums -- Separate
Account--Funds".
12. If the trust is the issuer of periodic payment plan certificates and if
any underlying securities were issued by another investment company,
furnish the following information for each such company:
(a) Name of company.
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Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "Highlights--Initial Choices to be Made"
and "The Funds."
(b) Name and principal business address of depositor.
Not applicable.
(c) Name and principal business address of trustee or custodian.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "The Funds."
(d) Name and principal business address of principal underwriter.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "The Funds."
(e) The period during which the securities of such company have been the
underlying securities.
Not applicable.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load, fee,
expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested
distributions or income, and (5) redeemed or liquidated assets of the
trust's securities are subject:
(A) the nature of such load, fee, expense, or charge;
(B) the amount thereof;
(C) the name of the person to whom such amounts are paid and
his relationship to the trust;
(D) the nature of the services performed by such person in
consideration for such load, fee, expense or charge.
(b) For each installment payment type of periodic payment plan certificate
of the trust, furnish the following information with respect to sales
load and other deductions from principal payments.
(c) State the amount of total deductions as a percentage of the net amount
invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public
offering price and as a percentage of the net amount invested. List
any special purchase plans or methods established by rule or exemptive
order that reflect scheduled variations in, or elimination of, the
sales load and identify each class of individuals or transactions to
which such plans apply.
(d) Explain fully the reasons for any difference in the price at which
securities are offered generally to the public, and the price at which
securities are offered for any class of transactions to any class or
group of individuals, including officers, directors, or employees of
the depositor, trustee, custodian or principal underwriter.
(e) Furnish a brief description of any loads, fees, expenses or charges
not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities.
(f) State whether the depositor, principal underwriter, custodian or
trustee, or any affiliated person of the foregoing may receive profits
or other benefits not included in answer to Item 13(a) or 13(d)
through the sale or purchase of the trust's securities or interests in
such securities, or underlying securities or interests in underlying
securities, and describe fully the nature and extent of such profits
or benefits.
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(g) State the percentage that the aggregate annual charges and deductions
for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered
by the financial statements filed herewith.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "Highlights--Charges & Fees" and "Charges; Fees".
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the
substance of the provisions of any indenture or agreement pertaining
thereto.
The Policies are sold by the Company. To purchase a Policy, a
completed application must be sent to the Company at its servicing
office. The Company generally will not issue policies to insure
persons older than age 80. The minimum Specified Amount of a
Policy is $100,000. Acceptance is subject to the Company's
underwriting rules and the Company may, at its sole discretion,
reject any application or premium for any reason.
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds
thereof, and state the substance of the provisions of any indenture or
agreement pertaining thereto.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "LLANY, the Separate Account and the
General Account"; "Allocation of Premiums"; "Policy Choices --
Premium Payments".
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Shares of the underlying securities, which are shares of open-end
management investment companies registered under the Investment
Company Act of 1940 or separate investment series thereof (each, a
"Portfolio"), are sold to the Separate Account in connection with
Net premium payments allocated to the subaccount in accordance
with a Policyowner's instructions. The Separate Account will
redeem shares of a Portfolio to process transfers, policy loans or
surrenders and generally to meet contract obligations or make
adjustments in reserves. A Portfolio will sell and redeem its
shares at net asset value which is next computed after receipt of
a tender of such security for redemption or of an order to
purchase or sell such security.
17. (a) Describe the procedure with respect to withdrawal or redemption by
security holders.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "Policy Rights--Partial Surrenders",
"Policy Rights--Policy Loans", "Policy Settlement--Settlement
Options" and "Policy Rights -- Right to Examine the Policy".
(b) Furnish the names of any persons who may redeem or repurchase, or are
required to redeem or repurchase, the trust's securities or underlying
securities from security holders, and the substance of the provisions
of any indenture or agreement pertaining thereto.
The Company is required by the terms of the Policy to honor
surrender requests. The Portfolios will redeem their shares upon
the Company's request in accordance with the Investment Company
Act of 1940.
(c) Indicate whether repurchased or redeemed securities will be canceled
or may be resold.
Once a Policy is fully surrendered, it is canceled and may not be
reissued.
18. (a) Describe the procedure with respect to the receipt, custody and
disposition of the income and other distributable funds of the trust
and state the substance of the provisions of any indenture or
agreement pertaining thereto.
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All distributions to the Separate Account will be reinvested in
shares of the appropriate Portfolio. Such reinvestment will be
automatic and at net asset value.
(b) Describe the procedure, if any, with respect to the reinvestment of
distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
Not applicable.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose
and ultimate disposition thereof, and describe the manner of handling
of same.
The assets of the Separate Account which are allocable to the
Policies constitute the reserves for benefits under the Policies.
The Company's general assets are also available to satisfy its
obligations under the Policies.
(d) Submit a schedule showing the periodic and special distributions which
have been made to security holders during the three years covered by
the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If
distributions from sources other than current income have been made
identify each such other source and indicate whether such distribution
represents the return of principal payments to security holders. If
payments other than cash were made describe the nature thereof, the
account charged and the basis of determining the amount of such
charge.
No distributions have been made.
19. Describe the procedure with respect to the keeping of records and
accounts of the trust, the making of reports and the furnishing of
information to security holders, and the substance of the provisions of
any indenture or agreement pertaining thereto.
The Company intends to administer the Separate Account and The
Lincoln National Life Insurance Company intends to perform
administrative functions with regard to the Policies pursuant to a
service agreement with the Company.
At least once each year a report will be sent to the Policyowner
which shows the current Policy Value, Death Benefit, Cash
Surrender Value, Policy debt, partial surrenders, earnings,
premiums paid and deductions made since the last annual report.
The Company will also include any information required by state
law or regulation. In addition, the Company will send to the
Policyowner the reports required by the 1940 Act.
Incorporated herein by reference to the following section of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "Additional Information--Reports to Policy
Owners."
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
Not applicable.
(b) The extension or termination of such indenture or agreement.
Not applicable.
(c) The removal or resignation of the trustee or custodian, or the failure
of the trustee or custodian to perform its duties, obligations and
functions.
The Company acts as custodian of the securities of the Separate
Account. There are no provisions relating to the removal or
resignation of the custodian or the failure of the custodian to
perform its duties, obligations and functions.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
Not applicable.
(e) The removal or resignation of the depositor, or the failure of the
depositor to perform its duties, obligations and functions.
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There are no provisions relating to the removal or resignation
of the depositor or the failure of the depositor to perform its
duties, obligations and functions.
(f) The appointment of a successor depositor and the procedure if a
successor depositor is not appointed.
There are no provisions relating to the appointment of a
successor depositor and the procedure if a successor depositor
is not appointed. But see Item 10(h)(4).
21. (a) State the substance of the provisions of any indenture or agreement
with respect to loans to security holders.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Highlights--Policy
Loans"; "Policy Rights -- Policy Loans".
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the
depositor, principal underwriter, trustee or custodian, or any
affiliated person of the foregoing.
Incorporated herein by reference to the following section of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Policy Rights--Policy
Loans".
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of
interest collected during the last fiscal year allocated to the
depositor, principal underwriter, trustee or custodian or
affiliated person of the foregoing and the aggregate amount of
loans in default at the end of the last fiscal year covered by
financial statements filed herewith.
Not applicable as no such loans have been made.
22. State the substance of the provisions of any indenture or agreement
with respect to limitations on the liabilities of the depositor,
trustee or custodian, or any other party to such indenture or
agreement.
Not applicable.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the Depositor or principal underwriter of the trust,
including the amount of coverage and the type of bond.
The officers and employees of the Company are covered under a
blanket fidelity bond which provides coverage of up to
$25,000,000 per occurrence and $50,000,000 in aggregate.
24. State the substance of any other material provisions of any indenture
or agreement concerning the trust or its securities and a description
of any other material functions or duties of the depositor, trustee or
custodian not stated in Item 10 or Items 14 to 23 inclusive.
Incorporated herein by reference to the following sections of
the Prospectus filed concurrently herewith as part of a
Registration Statement on Form S-6: "Miscellaneous Policy
Provisions".
III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR.
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name
of the state or other sovereign power under the laws of which the
depositor was organized and the date of organization.
LLANY is a life insurance company chartered under New York law
on June 6, 1996. LLANY's principal offices are located at 120
Madison Street, Suite 1700, Syracuse, NY 13202. Wholly-owned by
the The Lincoln National Life Insurance Company ("Lincoln
Life") and in turn by Lincoln National Corporation ("LNC"), a
publicly held Indiana insurance holding company incorporated in
1968, it is licensed to sell insurance policies and annuity
contracts in New York.
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26. (a) Furnish the following information with respect to all fees received
by the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the
period covered by the financial statements filed herewith:
Not applicable.
(b) Furnish the following information with respect to any fee or any
participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser
of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such
fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
27. Describe the general character of the business engaged in by the
depositor including a statement as to any business other than that of
depositor of the trust. If the depositor acts or has acted in any
capacity with respect to any investment company or companies other than
the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities herewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstances surrounding such
cessation.
The Depositor is principally engaged in offering individual
life insurance policies and annuity contracts. The Depositor
is licensed in New York.
OFFICIALS AND AFFILIATED PERSONS OF DEPOSITOR
28. (a) Furnish as at latest practicable date the following information
with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to
each natural person directly or indirectly owning, controlling or
holding with power to vote 5% or more of the outstanding voting
securities of the depositor.
i. name and principal business address;
ii. nature of relationship or affiliation with depositor of the
trust;
iii. ownership of all securities of the depositor;
iv. ownership of all securities of the trust;
v. other companies of which each of the persons named above is
presently an officer, director, or a partner.
The depositor of the trust is:
Lincoln Life & Annuity Company of New York
120 Madison Street, Suite 1700
Syracuse, NY 13202
There are no natural persons directly or indirectly owning
controlling or holding power to vote 5% of more of the outstanding
voting securities of the depositor. The depositor is a subsidiary
of The Lincoln National Life Insurance Company, which is
wholly-owned by Lincoln National Corporation.
The address for The Lincoln National Life Insurance Company is:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46801
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The address for Lincoln National Corporation is:
Lincoln National Corporation
200 East Berry Street
Fort Wayne, IN 46802
(b) Furnish a brief statement of the business experience during the last
five years of each officer, director or partner of the depositor.
Incorporated herein by reference to the following sections of the
Prospectus filed concurrently herewith as part of a Registration
Statement on Form S-6: "The Company--Directors and Officers".
COMPANIES OWNING SECURITIES OF DEPOSITOR
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or
holds with power to vote 5% or more of the outstanding voting
securities of the depositor:
i. Name and principal business address;
ii. Nature of business; and
iii. Ownership of all securities of the depositor.
See Item 25.
CONTROLLING PERSONS
30. Furnish as at latest practicable date the following information with
respect to any person, other than those covered by Items 28, 29, and 42
who directly or indirectly controls the depositor.
None.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR
COMPENSATION OF OFFICERS OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by
financial statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration;
(b) directly to all officers or partners of the depositor as a group
exclusive of persons whose remuneration is included under Item
31(a), stating separately the aggregate amount paid by the
depositor itself and the aggregate amount paid by all the
subsidiaries;
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor
Not applicable.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements
filed herewith:
(a) the aggregate direct remuneration to directors
(b) indirectly or through subsidiaries to directors
Not applicable.
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COMPENSATION TO EMPLOYEES
33. (a) Furnish the following information with respect to the aggregate
amount of remuneration for services of all employees of the
depositor (exclusive of persons whose remuneration is reported in
Items 31 and 32) who received remuneration in excess of $10,000
during the last fiscal year covered by financial statement filed
herewith from the depositor and any of its subsidiaries.
(b) Furnish the following information with respect to the remuneration
for services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of
persons (exclusive of those persons covered by Item 33(a)): (1)
Sales managers, branch managers, district managers and other
persons supervising the sale of registrant's securities; (2)
Salesmen, sales agents, canvassers and other persons making
solicitations but not in supervisory capacity; (3) Administrative
and clerical employees; and (4) Others (specify). If a person is
employed in more than one capacity, classify according to
predominant type of work.
Not applicable.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount
of compensation for services paid any person (exclusive of persons
whose remuneration is reported in Items 31, 32 and 33), whose aggregate
compensation in connection with services rendered with respect to the
trust in all capacities exceeded $10,000 during the last fiscal year
covered by financial statements filed herewith from the depositor and
any of its subsidiaries.
Not applicable.
IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's
securities (A) are currently being made, (B) are presently proposed to
be made, and (C) have been discontinued, indicating by appropriate
letter the status with respect to each state.
No sales are currently being made. It is presently proposed to
sell the policies wherever the Company is licensed to do
business and where there is permissive legislation or
regulation. In response to (C), See Item 36.
36. If sales of the trust's securities have at anytime since January 1,
1936 been suspended for more than a month describe briefly the reasons
for such suspension.
Not applicable.
37. (a) Furnish the following information with respect to each instance
where subsequent to January 1, 1937, any federal or state
governmental officer, agency, or regulatory body denied authority
to distribute securities of the trust, excluding a denial which was
merely a procedural step prior to any determination by such
officer, etc. and which denial was subsequently rescinded.
(1) Name of officer, agency or body.
(2) Date of denial.
(3) Brief statement of reason given for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute
securities of the trust has been revoked by any federal or state
governmental officer, agency or regulatory body.
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(1) Name of officer, agency or body.
(2) Date of revocation.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
The Policy will be sold by individuals who, in addition to
being licensed as life insurance agents for LLANY, are also
registered representatives of LFA, or of other registered
broker-dealers who maintain a selling relationship with LFA.
LFA is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a broker-dealer
and is a member of the National Association of Securities
Dealers, Inc.
(b) State the substance of any current selling agreement between each
principal underwriter and the trust or the depositor, including a
statement as to the inception and termination dates of the
agreement, any renewal and termination provisions, and any
assignment provisions.
Not applicable. No sales are currently being made.
(c) State the substance of any current agreements or arrangements of
each principal underwriter with dealers, agents, salesmen, etc.
with respect to commissions and overriding commissions,
territories, franchises, qualifications and revocations. If the
trust is the issuer of periodic payment plan certificates, furnish
schedules of commissions and the bases thereof.
In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
Commission information will be included in the Separate Account's
registration statement on Form S-6 (see Exhibit 1(3)(c)) and is
hereby incorporated herein by reference to this Item.
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter of
securities of the trust, the name of the state or other sovereign
power under the laws of which each underwriter was organized and
the date of organization.
LFA is an Indiana corporation incorporated in 1968.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of
Securities Dealers, Inc.
No Policies of the Separate Account are currently being
distributed. The principal underwriter is a member of the National
Association of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees received
by each principal underwriter of the trust from the sale of
securities of the trust and any other functions in connection
therewith exercised by such underwriter in such capacity or
otherwise during the period covered by the financial statements
filed herewith:
i. Name of principal underwriter;
ii. Year;
iii. Total payments by security holders;
iv. Amounts received of (A) sales loads; (B) administrative fees;
(E) management fees; (D) other fees; and (E) aggregate load,
fees, etc.
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The financial statements will be contained in a pre-effective
amendment to the Registration Statement on Form S-6 filed by
the Registrant pursuant to the Securities Act of 1933. At that
point, they will be incorporated by reference.
(b) Furnish the following information with respect to any fee or any
participation in fees received by each principal underwriter from
any underlying investment company or any affiliated person or
investment adviser of such company:
(1) The nature of such fee or participation.
(2) The name of the person making payment.
(3) The nature of the services rendered in consideration for such
fee or participation.
(4) The aggregate amount received during the last fiscal year
covered by the financial statements filed herewith.
Not applicable.
41. (a) Describe the general character of the business engaged in by each
principal underwriter, including a statement as to any business
other than the distribution of securities of the trust. If a
principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the
trust, state the name or names of such company or companies, their
relationship, if any, to the trust and the nature of such
activities. If a principal underwriter has ceased to act in such
named capacity, state the date of and the circumstances surrounding
such cessation.
The Company is principally engaged in offering life insurance
policies and annuity contracts in New York. LLANY is also the
depositor of other separate accounts registered with the
Commission as unit investment trusts which fund or will fund
variable annuity contracts or variable life insurance policies
of the Company.
(b) Furnish as at latest practicable date the address of each branch
office of each principal underwriter currently selling securities
of the trust and furnish the name and residence address of the
person in charge of such office.
Not applicable. The sale of the Policies has not yet commenced.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were
distributed for the last fiscal year of the trust covered by the
financial statements filed herewith and furnish the aggregate
amount of compensation received by such salesmen in such year.
Not applicable.
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities
of the trust and with respect to each of the officers, directors or
partners of such underwriter:
i. Name and principal business address; and
ii. Ownership of securities of the trust.
Not applicable. There are no Policies of the Separate Account
currently being distributed.
43. Furnish, for the last fiscal year covered by the financial statements
filed herewith, the amount of brokerage commissions received by any
principal underwriter who is a member of a national securities exchange
and who is currently distributing the securities of the trust or
effecting transactions for the trust in the portfolio securities of the
trust.
Not applicable.
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OFFERING PRICE OR ACQUISITION VALUATION OF SECURITIES OF THE TRUST
44. (a) Furnish the following information with respect to the method of
valuation used by the trust for purpose of determining the offering
price to the public of securities issued by the trust or the
valuation of shares or interests in the underlying securities
acquired by the holder of a periodic payment plan certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
Shares of each Portfolio held by the Separate Account are
valued at net asset value per share as supplied to the Company
by the applicable underlying investment company.
(2) Whether opening, closing, bid, asked or any other price is
used.
See response to Item 44(a)(1).
(3) Whether price is as of the day of sale or as of any other time.
See response to Item 16. If received before 4:00 p.m. Eastern
time, the price will be determined as of 4:00 p.m. If received
after 4:00 p.m., the next day's price will be used.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized
appreciation).
The Separate Account's assets and liabilities are valued in
accordance with generally-accepted accounting principles on an
accrual basis. The Company does not anticipate any substantial
federal tax liability at present and, therefore, has not
created a provision for taxes, but reserves the right to do so
in the future.
(5) Other items which registrant adds to the net asset value in
computing offering price of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load); and
(ii) after adding distributor's compensation (load).
Appropriate adjustments will be made for fractions in all
computations.
(b) Furnish a specimen schedule showing the components of the offering
price of the trust's securities as at the latest practicable date.
Such schedule shall be in substantially the following form:
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
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(f) transfer taxes
(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 plus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Offering price (show four decimals) (If any sales load is
charged, indicate amount, and apply percentage load to 11 or
other applicable base, indicating base.)
13. Adjustment of 12 for fractions
14. Offering price
15. Accumulated undistributed income per unit (if not included in 3
and 9)
16. Adjusted price (14 plus 15)
17. Effective load per unit
(a) In dollars (16 - [9(a) + 15])
(b) In percentage (17(a) of [9(a) + 15])
As of the filing date of this Form N-8B-2, the Policies have not
been offered to the public.
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than
underwriters, state the nature and amount of such variation and
indicate the person or classes of persons to whom such offering is
made.
The Company does not require a premium payment of a fixed
amount at fixed intervals for a specified time period. A
Policyowner may, subject to certain limitations, pay premiums
at any frequency in any amount. Nonetheless, Policyowners will
need to pay sufficient premiums to maintain adequate cash value
to pay monthly charges, including the cost of insurance. The
cost of insurance will vary, depending upon the insured's issue
age, sex, and risk classification. In addition, there will be
additional charges if optional insurance benefits are elected.
Thus, for the Policy to remain in force, a Policyowner will
need to take the cost of insurance, as well as other factors
such as investment performance, into consideration in
determining the amount and frequency of premium payments.
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the
three fiscal years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
(b) the number of days' notice given to security holders prior
to suspension of redemption rights.
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(c) reason for suspension.
(d) period during which suspension was in effect.
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method of
determining the redemption or withdrawal valuation of securities
issued by the trust:
(1) The source of quotations used to determine the value of
portfolio securities.
See response to Item 44(a)(1).
(2) Whether opening, closing, bid, asked or any other price is used.
See response to Item 44(a)(2).
(3) Whether price is as of the day of sale or as of any other time.
See response to Item 44(a)(3).
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual for
expenses and taxes (including taxes on unrealized appreciation).
See response to Item 44(a)(4).
(5) Other items which registrant deducts from the net asset value in
computing redemption value of its securities:
See response to Item 13.
(6) Whether adjustments are made for fractions.
See response to Item 44(a)(6).
(b) Furnish a specimen schedule showing the components of the redemption
price to the holders of the trust's securities as at the latest
practicable date. Such schedule shall be in substantially the
followng form:
1. Value of portfolio securities
2. Value of other assets
3. Total (1 plus 2)
4. Liabilities (include accrued expenses and taxes)
5. Value of net assets (3 minus 4)
6. Other charges
(a) odd lot premiums
(b) brokerage commissions
(c) fees for administration
(d) fees for custodian or trustee
(e) fees for registrar or transfer agent
(f) transfer taxes
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(g) reserves
(h) others
(i) total, 6(a) through 6(h), inclusive
7. Adjusted value of net assets (5 minus 6(i))
8. Number of units outstanding
9. Net asset value per unit (four decimals)
(a) excluding other charges (5 divided by 8)
(b) including other charges (7 divided by 8)
10. Adjustment of 9(b) for fractions
11. Adjusted net asset value per unit
12. Redemption charge
13. Adjusted redemption price
14. Accumulated undistributed income per unit (if not included in 3
and 9)
15. Actual redemption price (13 plus 14)
16. Effective redemption fee per unit
(a) in dollars ((9(a) + 14) - 15)
(b) in percentage (16(a) of (9(a) + 14))
Not applicable. Policies have not yet been offered or sold.
47. Furnish a statement as to the procedure with respect to the maintenance
of a position in the underlying securities or interests in the
underlying securities, the extent and nature thereof and the person who
maintains such a position. Include a description of the procedure with
respect to the purchase of underlying securities or interests in the
underlying securities from security holders who exercise redemption or
withdrawal rights and the sale of such underlying securities and
interests in the underlying securities to other security holders. State
whether the method of valuation of such underlying securities or
interests in underlying securities differs from that set forth in Items
44 and 46. If any item of expenditure included in the determination of
the valuation is not or may not actually be incurred or expended,
explain the nature of such item and who may benefit from the
transaction.
Net premium payments allocated to each Subaccount of the
Separate Account will be invested in shares of the
corresponding Portfolio of the Fund at net asset value and the
method of valuation of such underlying securities does not
differ from that set forth in Items 44 and 46. The Company is
the owner of the Portfolio shares held in the Separate Account.
Portfolio shares are not available to the general public.
V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of
the trust.
(a) Name and principal business address.
(b) Form of organization.
(c) State or other sovereign power under the laws of which the trustee
or custodian was organized.
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(d) Name of governmental supervising or examining authority.
The Company acts as custodian of the Separate Account's assets.
The Company is regulated by the New York Insurance Department.
See Items 2, 3 and 5.
49. State the basis for payment of fees or expenses of the trustee or
custodian for services rendered with respect to the trust and its
securities, and the aggregate amount thereof for the last fiscal year.
Indicate the person paying such fees or expenses. If any fees or
expenses are prepaid, state the unearned amount.
Not applicable.
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full
particulars, outlining the substance of the provisions of any indenture
or agreement with respect thereto.
Under the laws of New York, the assets in the Separate Account
attributable to the Policies are not chargeable with
liabilities arising out of any other business which the Company
may conduct. The assets of the Separate Account shall, however,
be available to cover the liabilities of the General Account of
the Company to the extent that the Separate Account's assets
exceed its liabilities arising under the Policies supported by
it.
VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES
51. Furnish the following information with respect to insurance of holders
of securities:
(a) The name and address of the insurance company.
The name and address of the Company are set forth in the
response to Item 2.
(b) The types of policies and whether individual or group policies.
The Policy is a flexible premium variable life insurance policy
which is issued on an individual basis. Under circumstances
described in Item 10(d), the Policy may be converted to a fixed
benefit policy. Various fixed, optional insurance benefit
riders to the Policy may also be offered.
(c) The types of risks insured and excluded.
The Company assumes the risk that the deduction made for
mortality risks will prove inadequate to cover actual mortality
costs. The Company also assumes the risk that deductions for
expenses may be inadequate.
(d) The coverage of the policies.
The Minimum Specified Amount of a Policy is $100,000. Death
Benefit proceeds will be reduced by any outstanding
indebtedness and any due and unpaid charges.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
The recipient of the benefits of the insurance undertakings
described in Item 51(c) is either the designated primary
beneficiary, any contingent beneficiaries, or the estate of the
Policyowner as stated in the application for the Policy or as
subsequently modified by the Policyowner. There is no
limitation on the use of the proceeds.
(f) The terms and manner of cancellation and of reinstatement.
The insurance undertakings described in Item 51(c) are integral
parts of the Policy and may not be terminated while the Policy
remains in force except in the case of lapse.
(g) The method of determining the amount of premiums to be paid by
holders of securities.
See response to Item 44(c).
(h) The amount of aggregate premiums paid to the insurance company
during the last fiscal year.
Not applicable.
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(i) Whether any person other than the insurance company receives any
part of such premiums, the name of each such person and the amounts
involved, and the nature of the services rendered therefor.
No other person other than the Company receives any part of
the amounts deducted for assumption of mortality and expense
risks.
(j) The substance of any other material provisions of any indenture or
agreement of the trust relating to insurance.
None.
VII. POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method
of selection by which particular portfolio securities must or may
be eliminated from assets of the trust or must or may be replaced
by other portfolio securities. If an investment adviser or other
person is to be employed in connection with such selection,
elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian,
and any principal underwriter, and the amount of remuneration to be
received for such services. If any particular person is not
designated in the indenture or agreement, describe briefly the
method of selection of such person.
The responses to Items 10(g) and (h) are incorporated herein by
reference with respect to the Company's right to substitute other
investments for shares in any portfolio of the Fund.
(b) Furnish the following information with respect to each transaction
involving the elimination of any underlying security during the
period covered by the financial statements filed herewith.
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the eliminated
security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or custodian
or any affiliated persons of the foregoing were involved in the
transaction.
(7) Compensation or remuneration received by each such person
directly or indirectly as a result of the transaction.
Not applicable.
(c) Describe the policy of the trust with respect to the substitution
and elimination of the underlying securities of the trust with
respect to:
(1) the grounds for elimination and substitution;
(2) the type of securities which may be substituted for any
underlying security;
(3) whether the acquisition of such substituted security or
securities would constitute the concentration of investment in
a particular industry or group of industries or would conform
to a policy of concentration of investment in a particular
industry or group of industries;
(4) whether such substituted securities may be the securities of
another investment company; and
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<PAGE>
(5) the substance of the provisions of any indenture or agreement
which authorize or restrict the policy of the registrant in
this regard.
See response to Items 10(g) and 10(h).
(d) Furnish a description of any policy (exclusive of policies covered
by paragraphs (a) and (b) herein) of the trust which is deemed a
matter of fundamental policy and which is elected to be treated as
such.
None.
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
The Company is presently taxed as a life insurance company
under subchapter L of the Internal Revenue Code of 1986. The
Company will include the operations of the Separate Account in
its tax return. The Company does not initially expect to incur
any income tax upon the operations of the Separate Account.
If, however, it determines that it may incur such taxes, it
may assess a charge for those taxes from the Separate Account.
(b) State whether the trust qualified for the last taxable year as a
regulated investment company as defined in Section 851 of the
Internal Revenue Code of 1954, and state its present intention
with respect to such qualifications during the current taxable
year.
Not applicable. See response to Item 53(a).
VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series
of its securities: At the end of each of registrant's past 10 fiscal
years:
(i) Year;
(ii) Total number of shares;
(iii) Asset value per share;
(iv) Dividends paid per share.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately
the following form on the basis of the certificate calling for the
smallest amount of payments. The schedule shall cover a certificate of
the type currently being sold assuming that such certificate had been
sold at a date approximately ten years prior to the date of
registration or at the approximate date of organization of the trust.
[form of transcript omitted]
Not applicable.
56. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith in respect of certificates sold during such period, the
following information for each fully paid type and each installment
payment type of periodic payment plan certificate currently being
issued by the trust. [form of schedule omitted]
Not applicable.
57. If the trust is the issuer of periodic payment plan certificates,
furnish by years for the period covered by the financial statements
filed herewith the following information for each installment payment
type of periodic payment plan certificate currently being issued by
the trust. [form of table omitted]
Not applicable.
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58. If the trust is the issuer of periodic payment plan certificates
furnish the following information for each installment payment type of
periodic payment plan certificate outstanding as at the latest
practicable date. [form of table omitted]
Not applicable.
59. Financial Statements
FINANCIAL STATEMENTS OF THE TRUST
Not applicable. The trust has not commenced operations.
FINANCIAL STATEMENTS OF THE DEPOSITOR
The financial statements of the Company will be contained in a
pre-effective amendment to the registration statement on Form S-6 filed
by the Registrant pursuant to the Securities Act of 1933. At that point,
they will be incorporated by reference.
IX. EXHIBITS
A. (1) Resolution of the Board of Directors of Lincoln Life & Annuity
Company of New York authorizing establishment of the Separate
Account.*
(2) Not applicable.
(3) (a) Form of Principal Underwriting Agreement between Lincoln
Financial Advisors and Lincoln Life & Annuity Company of New York
incorporated herein by reference to Registration Statement on
Form S-6 (File No. 333-46113) filed on February 26, 1999.
(b) Form of Selling Group Agreement *
(c) Commission Schedule for Variable Life Policies *
(4) Not applicable.
(5) (a) Proposed Form of Policy **
(b) Optional Methods of Settlement Rider *
(c) Forms of Application **
(6) (a) Articles of Incorporation of Lincoln Life & Annuity Company of
New York are incorporated herein by reference to Registration
Statement on Form N-4 (File No. 333-38007) filed on October 16,
1997.
(b) Bylaws of Lincoln Life & Annuity Company of New York are
incorporated herein by reference to Registration Statement on
Form N-4 (File No. 333-38007) filed on October 16, 1997.
(7) Not applicable.
(8) Fund Participation Agreements incorporated herein by reference to
Post Effective Amendment No. 1 to Registration Statement on Form
S-6 (File No. 333-42507) filed on February 26, 1999.
Agreements between Lincoln Life & Annuity Company of New York
and:
(a) American Century Variable Products Group, Inc.*
(b) American Variable Insurance Series *
(c) Baron Capital Funds Trust *
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(d) BT Insurance Funds Trust
(e) Delaware Group Premium Fund, Inc.
(f) Fidelity Variable Insurance Products Fund
(g) Fidelity Variable Insurance Products Fund II
(h) Janus Aspen Series *
(i) Lincoln National Funds *
(j) MFS-Registered Trademark--Variable Insurance Trust
(k) Neuberger & Berman Advisers Management Trust *
(l) OCC Accumulation Trust
(m) OppenheimerFunds *
(n) Templeton Variable Products Series Fund
(9) Form of Services Agreement between Lincoln Life & Annuity Company
of New York and Delaware Management Company is incorporated herein
by reference to Registration Statement on Form N-4 (File No.
333-38007) filed on October 16, 1997.
(10) See Exhibit 1(5)(c)
(11) Consent of Independent Accountants *
(12) Opinion and Consent of Counsel**
(13) Actuarial Opinion and Consent**
(14)
(15) Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) *
*Exhibits to be contained in a pre-effective amendment to the registration
statement on Form S-6 filed by the registrant pursuant to the Securities
Act of 1933, and which will at that point be incorporated herein by
reference.
**Incorporated herein by reference from the registration statement for the
Separate Account on Form S-6.
B. (1) Not applicable.
(2) Not applicable.
C. Not applicable.
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Pursuant to the requirements of the Investment Company Act of 1940, the
depositor of the registrant has caused this registration statement to be
duly signed on behalf of the registrant in the City of Syracuse and State
of New York on the 11th day of March, 1999.
LLANY SEPARATE ACCOUNT S FOR FLEXIBLE PREMIUM
VARIABLE LIFE INSURANCE
(Name of registrant)
[SEAL] BY: Lincoln Life & Annuity Company of New York
(Depositor)
BY: /s/ Philip L. Holstein
-----------------------------------------------------
Philip L. Holstein, President, Treasurer and Director
Lincoln Life & Annuity Company of New York
Attest:
/s/ Robert O. Sheppard
- ----------------------
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