New York Life Insurance and Annuity Corporation, et al., Notice of Application

January 19, 2012.

Applicants: New York Life Insurance and Annuity Corporation ("NYLIAC") and NYLIAC Variable Annuity Separate Account--I ("VA I"), NYLIAC Variable Annuity Separate Account--II ("VA II"), NYLIAC Variable Annuity Separate Account--III ("VA III"), NYLIAC Variable Annuity Separate Account--IV ("VA IV"), NYLIAC Variable Universal Life Separate Account--I ("VUL I"), NYLIAC Corporate Sponsored Variable Universal Life Separate Account--I ("Corporate VUL I"), NYLIAC Private Placement Variable Universal Life Separate Account--I ("Private VUL I"), and NYLIAC Private Placement Variable Universal Life Separate Account--II ("Private VUL II") (collectively, the "Separate Accounts" and, together with NYLIAC, the "Section 26 Applicants"); and Mainstay VP Funds Trust ("MVPFT" and, together with NYLIAC and the Separate Accounts, the "Section 17 Applicants"). The Section 26 Applicants and the Section 17 Applicants are collectively referred to herein as the "Applicants."

Summary of Application: The Section 26 Applicants seek an order approving the substitution of shares of certain series of MVPFT (the "Replacement Portfolios") for shares of series of other registered investment companies (the "Existing Portfolios") held by the Separate Accounts to fund certain group and individual variable annuity contracts ("VA Contracts") and variable universal life insurance policies ("VUL Policies") issued by NYLIAC (collectively, the "Contracts"). The Section 17 Applicants seek an order pursuant to Section 17(b) of the 1940 Act to the extent necessary to permit them to effectuate the Substitutions by redeeming all or a portion of the securities of one or more of the Existing Portfolios in-kind and using those securities received to purchase shares of the Replacement Portfolios (as defined herein) (the "In-Kind Transactions").

Filing Date: The application was filed on May 10, 2011 and amended applications were filed on December 30, 2011, and January 18, 2012 (as amended, the "Application").

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Secretary of the Commission and serving the Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on February 13, 2012, and should be accompanied by proof of service on the Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the requester's interest, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Secretary of the Commission.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090. Applicants: New York Life Insurance and Annuity Corporation and its Separate Accounts, 51 Madison Avenue, New York, New York 10010, Attn: Charles A. Whites, Esq.; MainStay VP Funds Trust c/o New York Life Investment Management LLC, 169 Lackawanna Avenue, Parsippany, New Jersey 07054, Attn: Kevin M. Bopp, Esq. Copy to Jorden Burt, LLP, 1025 Thomas Jefferson Street, NW., Suite 400 East, Washington, DC, 20007, Attn: Richard T. Choi, Esq.

FOR FURTHER INFORMATION CONTACT: Patrick Scott, Senior Counsel, at (202) 551-6763 or Zandra Bailes, Branch Chief, at (202) 551-6759, Office of Insurance Products, Division of Investment Management, SEC.

SUPPLEMENTARY INFORMATION: The following is a summary of the Application. The complete Application may be obtained via the Commission's Web site by searching for the file number, or for an Applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

1. NYLIAC is a Delaware stock life insurance company that is licensed to sell life, accident and health insurance, and annuities in the District of Columbia and all states.

2. NYLIAC serves as the depositor of the Separate Accounts, which are segregated asset accounts of NYLIAC established under Delaware law pursuant to resolutions of NYLIAC's Board of Directors to fund the Contracts.

3. Each Separate Account, except for Private VUL I and II, is registered under the 1940 Act as a unit investment trust. Private VUL I and II are exempt from registration under the 1940 Act pursuant to Sections 3(c)(1) and 3(c)(7) thereof. Each Separate Account meets the definition of "separate account" contained in Section 2(a)(37) of the 1940 Act.

4. Interests under the Contracts, except for Contracts issued through Private VUL I and II, are registered under the Securities Act of 1933, as amended (the "1933 Act"). Contracts issued through Private VUL I and II are sold without registration under the 1933 Act in reliance on the private offering exemption of Section 4(2) of the 1933 Act and Regulation D thereunder. Additional information regarding the Contracts affected by the Substitutions, including the applicable registration statements in which they are described, is set out in the Application.

5. Each Separate Account is divided into subaccounts (each a "Subaccount," collectively, the "Subaccounts"). Each Subaccount invests in the shares of a single portfolio of an underlying mutual fund ("Portfolio"). Contract owners and participants in group Contracts (each a "Contract Owner" and collectively, the "Contract Owners") may allocate some or all of their Contract value ("Contract value") to one or more Subaccounts that are available as investment options under the Contracts.

6. Under the Contracts, NYLIAC reserves the right to substitute, for the shares of a Portfolio held in any Subaccount, the shares of another Portfolio. The prospectuses or offering documents, as applicable, for the Contracts include disclosure of this reservation of right.

7. MVPFT is a Delaware statutory trust that is registered with the Commission as an open-end management investment company under the 1940 Act (File No. 811-03833-01). MVPFT currently consists of 21 series ("Series"), each of which generally offers two classes of shares, namely the Initial Class and Service Class. The Initial and Service Classes differ only in that the Service Class shares are subject to a distribution plan adopted and administered pursuant to Rule 12b-1 under the 1940 Act, which plan imposes a 12b-1 fee equal to an annual rate of 0.25% of the average daily net assets attributable to the Service Class. Shares of the Series are registered under the 1933 Act (File No. 002-86082). On July 7, 2011, MVPFT filed an amendment to its Form N-1A registration statement to register the Replacement Portfolios under the 1940 Act and the offering of their shares under the 1933 Act.

8. New York Life Investment Management LLC ("New York Life Investments" or the "Manager"), an indirect wholly-owned subsidiary of New York Life, serves as the investment manager of each Series of MVPFT. MVPFT has received an order from the Commission that, subject to certain conditions, including approval of the MVPFT Board of Trustees ("Board"), including Trustees who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, and without the approval of shareholders, to: (i) Engage a new or additional sub-adviser ("Subadvisor") for each Series; (ii) enter into and materially amend existing sub-advisory agreements; and (iii) terminate and replace Subadvisors (File No. 812-13257; the "Manager of Managers Order").

9. NYLIAC, on behalf of itself and its Separate Accounts, proposes to exercise its contractual right to substitute Portfolio shares held in Subaccounts of its Separate Accounts by replacing shares of the Existing Portfolios listed below with shares of the corresponding Replacement Portfolios listed below:

--This is a summary of a Federal Register article originally published on the page number listed below--

Notice of application for an order pursuant to Section 26(c) of the Investment Company Act of 1940, as amended, (the "1940 Act") approving certain substitutions of securities ("Substitutions") and an order of exemption pursuant to Section 17(b) of the 1940 Act from Section 17(a) of the 1940 Act.

Citation: "77 FR 3810"

Document Number: "Release No. IC-29923; File No. 812-13902"

Federal Register Page Number: "3810"

"Notices"