<PAGE> 1
APPENDIX I. U.S. SECURITIES & 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:
LIFE & ANNUITY TRUST
111 CENTER STREET
LITTLE ROCK, AR 72201
2 Name of each series or class of funds for which this notice is filed:
ASSET ALLOCATION FUND
GROWTH AND INCOME FUND
MONEY MARKET FUND
U.S. GOVERNMENT ALLOCATION FUND
3 Investment Company Act File Number: 811-8118
Securities Act File Number: 33-70988
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 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:
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: NONE
8 Number and amount of scurities registered during the fiscal year other
than pursuant to rule 24f-2: NONE
9 Number and aggregate sale price of securities sold during the fiscal year:
NONE
(excludes all interests sold only to unmanaged separate accounts that offer
interests therein that are registered under the Securities Act of 1933 and
on which a registration fee has been or will be paid pursuant to
Instruction B.5 to Form 24F-2).
<PAGE> 2
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration Pursuant to rule 24f-2:
NONE
11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
NONE
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) $ 00,000
(ii) Aggregate price of shares issued in connection
with dividends reinvestment plans (from item 11, if
applicable): 00,000
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable: 00,000
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction to
filing fees pursuant to rule 24e-2 (if applicable): 00,000
(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) (00,000)
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or 1/2 of 1%
regulation
----------
(vii)Fee due line (i) or line (v) multipled by line (vi): 00,000
==========
*Note: Item 12 (i), (ii) and (iii) exclude interests sold to,
issued in connection with dividend reinvestment plans, and
redeemed from unmanaged separate accounts pursuant Instruction
B.5 and C.4 to Form 24F-2.
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 CRF 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/ ANN M. BONSTEEL
--------------------------------------------
ANN M. BONSTEEL, ASST. SECRETARY
Date 2/28/96
------------------
*Please print the name and title of the signing officer below the signature.
<PAGE> 1
February 29, 1996
Life & Annuity Trust
111 Center Street
Little Rock, Arkansas 72201
Re: Life & Annuity Trust; Rule 24f-2 Notice
SEC File Nos. 33-70988; 811-8118
Ladies and Gentlemen:
Life & Annuity Trust (the "Trust") has requested our opinion
in connection with the issuance to unmanaged separate accounts by the Trust of
9,326,411 interests, in the aggregate, of its Asset Allocation, Growth and
Income, Money Market and U.S. Government Allocation Funds (collectively, the
"Funds"). We understand that a copy of this opinion will be provided to the
Securities and Exchange Commission pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the
Trust and the authorization for registration and issuance of interests of each
Fund. The opinion given below only relates to the law of the State of
Delaware, the state in which the Trust was formed, and is subject to the
condition that the Trust is in compliance with the provisions of any applicable
laws, regulations and permits of any state or foreign country in which any
interests of each Fund are sold.
Based upon and subject to the foregoing, we are of the opinion
that:
The issuance of the above-referenced interests of each Fund to
the unmanaged separate accounts has been duly and validly authorized by all
appropriate action of the Trust, and assuming delivery by sale or in accord
with the Trust's dividend reinvestment plan in accordance with the description
set forth in the Funds' current prospectuses under the Securities Act of 1933,
the interests are legally issued, fully paid, and nonassessable.
<PAGE> 2
Life & Annuity Trust
February 29, 1996
Page Two
We consent to the submission of a copy of this opinion to the
Securities and Exchange Commission in connection with the filing of the Trust's
Rule 24f-2 Notice for the year ended December 31, 1995, as contemplated in Rule
24f-2(b)(1) under the Investment Company Act of 1940, as amended.
Very truly yours,
MORRISON & FOERSTER LLP
