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[LOGO OF AETNA 151 Farmington Avenue
APPEARS HERE] Hartford, CT 06156
203-273-0123
AMENDMENT TO RULE 24F-2 NOTICE FOR
AETNA VARIABLE FUND
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Attention: Filing Desk
RE: Aetna Variable Fund
File Nos. 2-51739 and 811-2514
Gentlemen:
The following information is provided as requested by Rule 24f-2 for Aetna
Variable Fund. This amendment is filed for sales of this fund to unregistered
separate accounts. References below are to paragraph (b)(1) of Rule 24f-2.
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I. The fiscal year for which the notice is filed is the year ended December 31, 1994
II. Amount of securities registered and unsold at beginning of year 0
III. Amount of securities registered during year 0
IV. Amount of securities sold during year $1,031,507,959
V.* Amount of securities sold in reliance upon indefinite registration $1,031,507,959
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* Of the total amount of securities sold during the year, $827,598,357 was sold
to registered separate accounts and $203,909,602 was sold to unregistered
separate accounts. Pursuant to SEC Letter No. IP-3-95 (June 20, 1995), the
filing fee is based only on those securities sold to unregistered separate
accounts.
Filing Fee $70,313.66
The above information is correct to the best of my knowledge.
Very truly yours,
/s/ Martin P. Martinelli
Martin P. Martinelli
Assistant Vice President
Aetna Life Insurance and Annuity Company
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[LOGO OF AETNA 151 Farmington Avenue Susan E. Bryant
APPEARS HERE] Hartford, CT 06156 Counsel
Law & Regulatory Affairs, RE4C
(203) 273-7834
Fax: (203) 273-8340
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: SEC File No. 811-2514 and File No. 2-51739
Dear Gentlemen:
The undersigned is counsel to Aetna Life Insurance and Annuity Company (ALIAC),
a Connecticut corporation that is registered with the Securities and Exchange
Commission (Commission) as an investment adviser under the Investment Advisers
Act of 1940. As such, the undersigned has been involved in the public offering
of shares of Aetna Variable Fund (the "Company"), a Massachusetts business
trust, that is registered as a management investment company under the
Investment Company Act of 1940 (the "1940 Act"). The Company has registered an
indefinite number of shares ("Securities") under the Securities Act of 1933, as
amended, as provided in Rule 24f-2 of the 1940 Act. This opinion is given in
connection with the Amended Notice ("Notice") being filed by the Company with
the Commission as required by Rule 24f-2(b) making definite the amount of
Securities sold during the fiscal year ended December 31, 1994.
I have reviewed, insofar as it relates or pertains to the Securities, the
Company's Registration Statements on Form N-1A, as amended, to the date hereof,
filed with the Commission, pursuant to which the Securities were sold (the
"Registration Statements"). I have also examined originals or copies (certified
or otherwise identified to my satisfaction) of such documents, records and other
instruments as I deemed necessary or appropriate for the purpose of rendering
this opinion. For purposes of such examination, I have assumed the genuineness
of all signatures on the documents and the conformity to the original of all
copies.
I am a member of the Connecticut, New York and Oklahoma Bars and do not purport
to be an expert on the laws of any other state. My opinion herein as to any
other law is based upon a limited inquiry thereof which I have deemed
appropriate under the circumstances.
Based upon the foregoing, I am of the opinion that the Securities have been duly
and validly authorized and, assuming that the Securities have been issued and
sold in accordance with the provisions of the Registration Statements, the
Securities which the enclosed Notice makes definite, were legally issued, fully
paid and nonassessable.
I consent to the filing of this opinion with the Rule 24f-2 Notice. I further
consent to the use of this opinion as an exhibit to the Registration Statement
and to my being named under the caption "Legal Matters" therein.
Sincerely,
/s/ Susan E. Bryant
Susan E. Bryant
Counsel
