RULE 24f-2 NOTICE FOR TEMPLETON VARIABLE ANNUITY FUND
FILE NO. 33-11771
i. This Notice is filed on behalf of Templeton Variable Annuity Fund
(the "Fund") for the fiscal year ended December 31, 1994.
ii. None.
iii. None.
iv. The Fund sold 103,790 shares of beneficial interest during the
fiscal year ended December 31, 1994.
v. The Fund sold 103,790 shares during the fiscal year ended December
31, 1994, in reliance upon its registration of an indefinite
amount of shares pursuant to Rule 24f-2 for an actual sales price
of $1,963,386. During that year, the Fund redeemed 82,327 shares
in an amount of $1,561,341. Because this Notice is filed within
two months of the end of the Fund's fiscal year, the Fund's filing
fee of $138.64 is based upon a net sales amount of $402,045.*/
An opinion of counsel stating that the shares sold during the
fiscal year ended December 31, 1994 were legally issued, fully paid and non-
assessable accompanies this Notice.
/s/ JAMES R. BAIO
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Templeton Variable Annuity Fund
James R. Baio, Treasurer
February 21, 1995
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*/ $1,963,386 - $1,561,341 = $402,045
$402,045 x (.00034483) = $138.64
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005
February 21, 1995
Templeton Variable Annuity Fund
700 Central Avenue
St. Petersburg, Florida 33701
Dear Sirs:
As counsel for Templeton Variable Annuity Fund (the "Fund") during the
fiscal year ended December 31, 1994, we are familiar with the registration of
the Fund under the Investment Company Act of 1940 (File No. 811-5024) and the
registration statement relating to its shares of beneficial interest (the
"Shares") under the Securities Act of 1933 (File No. 33-11771). We also have
examined such other Fund records, agreements, documents and instruments as we
deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares have been
duly and validly authorized and issued as fully paid and non-assessable Shares
of the Fund.
We consent to the filing of this opinion in connection with the Notice
for the fiscal year ended December 31, 1994 pursuant to Rule 24f-2 under the
Investment Company Act of 1940 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
/s/DECHERT PRICE & RHOADS
Dechert Price & Rhoads
