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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
New England Variable Life Separate Account
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2. Name of each series or class of funds for which this notice is filed:
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3. Investment Company Act File Number: 811-3763
Securities Act File Numbers: 2-82838; 33-10954; 33-19540; 33-64170;
33-52050; 33-66864; and 33-88082
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
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6. Date of termination of issuer's declaration under rule 24f-2 (a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
N/A
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
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9. Number and aggregate sale price of securities sold during the fiscal year:
$239,326,866 (The issuer's securities are sold by dollar value.)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2: $239,326,866 (The
issuer's securities are sold by dollar value.)
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 239,326,866
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ -0-
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(iii) Aggregate price of shares redeemed or repurchased during fiscal year
(if applicable):
- 100,750,780
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2
(if applicable):
+ -0-
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
$ 138,576,086
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
(1/29th of 1%) x 0.0003448
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 47,785
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: February 22, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
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Maura A. Murphy, Esq., Assistant Secretary
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Date: February 22, 1996
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Exhibit 99
New England Variable Life
Insurance Company
501 Boylston Street
Boston, MA 02117
February 15, 1996
New England Variable Life Separate Account
New England Variable Life Insurance Company
501 Boylston Street
Boston, MA 02117
Gentlemen and Ladies:
In my capacity as General Counsel of New England Variable Life Insurance
Company (the "Company"), I am rendering the following opinion in connection with
the filing with the Securities and Exchange Commission of a Notice on Form 24F-
2(the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Notice is being filed with respect to variable life insurance policies
issued on or before December 31, 1995 (the "Policies") by New England Variable
Life Separate Account (the "Account").
In forming the following opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary and
appropriate.
It is my opinion that:
1. The Policies, when issued in accordance with the Prospectus of the
Account and in compliance with applicable local law, are legal and
binding obligations of the Company in accordance with their terms;
2. The full authorized consideration in respect of the issuance of the
Policies has been received by the Company; and
3. Assets, attributable to reserves and other contract liabilities and
held in the Account, will not be chargeable with liabilities arising
out of any other business the Company may conduct.
I consent to the filing of this opinion with and as a part of the Notice
under the Investment Company Act of 1940.
Very truly yours,
H. James Wilson
General Counsel
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