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FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Life of Virginia Series Fund, Inc.
6610 West Broad Street
Richmond, Virginia 23230
2. Name of each series or class of funds for which
this notice is filed: Common Stock Index Portfolio
Government Securities Portfolio
Money Market Portfolio
Total Return Portfolio
International Equity Portfolio
Real Estate Securities Portfolio
3. Investment Company Act File Number: 811-4041
Securities Act File Number: 2-91369
4. Last day of fiscal year for which this notice is filed: 12/31/95
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): N/A
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
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2. N/A
9. Number and aggregate sale price of securities sold
during the fiscal year. $ 51,550,781.00
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2. $ 51,550,781.00
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
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): $ 51,550,781.00
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 0
(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
(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): 51,550,781.00
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: 17,776.13
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rule 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: 2/28/96
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/ JOHN J. PALMER, PRESIDENT
John J. Palmer, President
Date: 2/26/96
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February 15, 1996
Life of Virginia Series Fund, Inc.
6610 West Broad Street
Richmond, Virginia 23230
RE: Registration No. 2-91369
Under the Securities Act of 1933
Gentlemen:
This opinion is furnished in connection with the preparation and filing by Life
of Virginia Series Fund, Inc. with the Securities and Exchange Commission of a
certain notice to be filed pursuant to the provisions of Rule 24f-2, under
the Investment Company Act of 1940, making definite in amount the registration
of those securities set forth in the notices, issued by Life of Virginia Series
Fund, Inc. during the period from January 1, 1995 through December 31, 1995.
I have examined such documents and such law as I considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:
1. Life of Virginia Series Fund, Inc. is a corporation duly and validly
organized under the laws of the Commonwealth of Virginia.
2. The shares of Life of Virginia Series Fund, Inc. that were issued
during the period between January 1, 1995 through December 31, 1995
were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion in conjunction with the filing of the
aforementioned notice pursuant to Paragraph (b)(2) of Rule 24f-2.
Very truly yours,
/s/ WILLIAM E. DANER, JR.
William E. Daner, Jr.
General Counsel
