AMERICAN SEPARATE ACCOUNT NO 3
24F-2NT, 1997-02-28
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<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 24F-2
                       ANNUAL NOTICE OF SECURITIES SOLD
                            PURSUANT TO RULE 24F-2

            Read instructions at end of Form before preparing Form.
                             Please print or type.
- --------------------------------------------------------------------------------
  1. Name and address of issuer:  

     The American Life Insurance Company of New York     
     Separate Account No. 3                            
     320 Park Avenue
     New York, NY 10022 
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  2. Name of each series or class of funds for which this notice is filed:

     Money Market, All America, Bond, Composite, Mid-Term Bond, Short-Term Bond,
     Equity Index, Aggressive Equity, Scudder Bond, Scudder Capital Growth, 
     Scudder International, TCI Growth, Calvert Responsibly Invested 
     Balanced, Fidelity Equity Income, Fidelity Contra, Fidelity Asset Manager
- --------------------------------------------------------------------------------
  3. Investment Company Act File Number:  811-8368


     Securities Act File Number:  33-75280
- --------------------------------------------------------------------------------
  4. Last day of fiscal year for which this notice is filed:  Dec, 31, 1996
 
- --------------------------------------------------------------------------------
  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:
                                                                            [_]
 
- --------------------------------------------------------------------------------
  6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if 
     applicable (see Instruction A.6): 

     
- --------------------------------------------------------------------------------
  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:   
                                      -0-

       
- --------------------------------------------------------------------------------
  8. Number and amount of securities registered during the fiscal year other 
     than pursuant to rule 24f-2:  
                                      -0-

- --------------------------------------------------------------------------------
  9. Number and aggregate sale price of securities sold during the fiscal year:

     127,472 units; $656,579
     
 
- --------------------------------------------------------------------------------
  10. Number and aggregate sale price of securities sold during the fiscal year 
      in reliance upon registration pursuant to rule 24f-2:

      127,472 units; $656,579 

- --------------------------------------------------------------------------------
  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):                                     $ 656,579
                                                                ----------------
      
      (ii)  Aggregate price of shares issued in connection 
            with dividend reinvestment plans (from Item 11, 
            if applicable):                                     +
                                                                ----------------

      (iii) Aggregate price of shares redeemed or
            repurchased during the fiscal year (if 
            applicable):                                        -  20,366
                                                                ----------------

      (iv)  Aggregate price of shares redeemed or
            repurchased and previously applied as a 
            reduction to filing fees pursuant to rule 
            24e-2 (if applicable):                              +
                                                                ----------------

      (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):                                          636,213
                                                                ---------------

      (vi)  Multiplier prescribed by Section 6(b) of
            the Securities Act of 1933 or other applicable 
            law or regulation (see Instruction C.6):            x      .00030303
                                                                ----------------

      (vii) Fee due [line (i) or line (v) multiplied by
            line (vi):                                               192.79
                                                                ================

  Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
               the form is being filed within 60 days after the close of the 
               issuer's fiscal year.  See Instruction C.3.
- --------------------------------------------------------------------------------
  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).

                                                                   [_]

      Date of mailing or wire transfer of filing fees to the Commission's
      lockbox depository: 

- --------------------------------------------------------------------------------
                                   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)*  /s/ AMIR LEAR
                               ----------------------------------
                                 AMIR LEAR, SENIOR VICE PRESIDENT
                               ----------------------------------

      Date  2/28/97
            -----------------

  *Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------
   
<PAGE>

                [LETTERHEAD OF THE AMERICAN LIFE APPEARS HERE]

February 28, 1997



The American Life Insurance Company of New York
320 Park Avenue
New York, NY   10022

RE:  THE AMERICAN SEPARATE ACCOUNT NO. 3

Gentlemen:

In connection with the filing of a Form 24F-2 for fiscal year 1996 under Rule
24f-2 of the Investment Company Act of 1940, you have asked that I furnish the
following opinion.

For such purposes, I have reviewed the corporate records of The American Life
Insurance Company of New York (the "Company"), the charter of the Company, the
statutes and regulations of the State of New York and such other documents and
such questions of law as I have deemed necessary or advisable.

On the basis of such review, it is my opinion that, when the Policies, pursuant
to which premiums in the aggregate amount of $656,579 were allocated to Separate
Account No. 3 during the fiscal year ended December 31, 1996, referred to in
item 9 of Form 24F-2, were sold during 1996 in reliance upon registration
pursuant to Rule 24f-2 and in accordance with the currently effective prospectus
of the Company, such Policies constituted validly issued and binding obligations
of the Company in accordance with their terms.

I hereby consent to the use of this opinion in connection with the above
referenced Form 24F-2.

Very truly yours,

/s/ Patrick A. Burns

Patrick A. Burns
Senior Executive Vice President
and General Counsel


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