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As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 2-84497
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 7
FORM S-6
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FOR THE REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
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A. Exact name of trust:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
VLI SEPARATE ACCOUNT
B. Name of depositor:
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
C. Complete address of depositor's principal executive office:
51 Madison Avenue
New York, New York 10010
D. Name and complete address of agent for service:
Linda M. Reimer, Esq.
New York Life Insurance and
Annuity Corporation
51 Madison Avenue
New York, New York 10010
Copies to:
Jeffrey S. Puretz, Esq. Michael J. McLaughlin, Esq.
Dechert Price & Rhoads Senior Vice President and General Counsel
1500 K Street, NW New York Life Insurance Company
Washington, DC 20005-1208 51 Madison Avenue
New York, New York 10010
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] on _______, 1997 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] on ___________ pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[ ] on ___________ pursuant to paragraph (a)(2) of Rule 485.
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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E. Title and amount of securities being registered:
Interests in the Separate Account under Variable Whole Life Insurance
Policy.
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Registrant has registered an indefinite amount of the securities being offered
pursuant to this Registration Statement. On February 25, 1997, Registrant
filed its Form 24F-2 for Registrant's most recent fiscal year.
In reliance on no-action assurances furnished to the Registrant and the
Depositor in NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION (publicly
available November 15, 1989), the Registrant has ceased filing post-effective
amendments to this Registration Statement and updating the prospectus contained
therein. This post-effective amendment is filed in accordance with the DEAR
REGISTRANT letter (publicly available November 7, 1996) issued by Susan Nash,
Assistant Director, Office of Insurance Products at the Securities and Exchange
Commission's Division of Investment Management, solely for the purpose of
adding to the Registration Statement the "reasonableness" representation
required by Section 26(e) of the Investment Company Act of 1940, as amended by
the National Securities Markets Improvement Act of 1996. The Registrant hereby
incorporates by reference the content of the Post-Effective Amendment No. 6 to
the Registration Statement on Form S-6 which was previously filed on February
28, 1989, received at the Securities and Exchange Commission on March 2, 1989
and effective on May 1, 1989.
The following representation is to be inserted immediately following the
paragraph appearing in the Registration Statement on Form S-6, which is
entitled "UNDERTAKING TO FILE REPORTS".
REPRESENTATION AS TO THE REASONABLENESS OF AGGREGATE FEES AND CHARGES
New York Life Insurance and Annuity Corporation ("NYLIAC"), the
sponsoring insurance company of the NYLIAC VLI Separate Account, hereby
represents that the fees and charges deducted under the Variable Whole Life
Insurance Policies are reasonable in relation to the services rendered, the
expenses expected to be incurred and the risks assumed by NYLIAC.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, NYLIAC VLI Separate Account, certifies that it meets all of the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City and State of New York on the 31st day of July, 1997.
NYLIAC VLI SEPARATE ACCOUNT
(Registrant)
By /s/Michael G. Gallo
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Michael G. Gallo
Senior Vice President
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
(Depositor)
By /s/Michael G.Gallo
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Michael G. Gallo
Senior Vice President
As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<S> <C>
Jay S. Calhoun* Vice President, Treasurer and Director (Principal Financial Officer)
Maryann L. Ingenito* Vice President and Controller (Principal Accounting Officer)
Richard M. Kernan, Jr.* Director
Robert D. Rock* Senior Vice President and Director
Frederick J. Sievert* President and Director (Principal Executive Officer)
Stephen N. Steinig* Senior Vice President, Chief Actuary and Director
Seymour Sternberg* Director
</TABLE>
*By /s/ Michael G. Gallo
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Michael G. Gallo
Attorney-in-Fact
July 31, 1997
