U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Mutual Fund Variable Annuity Trust
101 Park Avenue
New York, New York 10178
2. Name of each series or class of funds for which this notice is filed:
International Equity Portfolio
Capital Growth Portfolio
Growth and Income Portfolio
Asset Allocation Portfolio
U.S. Treasury Income Portfolio
Money Market Portfolio
3. Investment Company Act File Number: 811-8630
Securities Act File Number: 33-81712
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
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:
NOT APPLICABLE [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
NOT 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 securities 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:
Number of securities sold during the fiscal year: 0
Aggregate sale price of securities sold during the
fiscal year: 0
Securities were sold to an unmanaged separate account that is registered
under the Securities Act and on which a registration fee will be paid.
Therefore, these securities were excluded from the securities reported here.
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of securities sold during the fiscal year: 0
Aggregate sale price of securities sold during the
fiscal year: 0
Securities were sold to an unmanaged separate account that is registered
under the Securities Act and on which a registration fee will be paid.
Therefore, these securities were excluded from the securities reported here.
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):
Number of DRIP securities sold during the fiscal year: 0
Aggregate sale price of DRIP securities sold during the
fiscal year: 0
Securities were sold to an unmanaged separate account that is registered under
the Securities Act and on which a registration fee will be paid. Therefore,
these securities were excluded from the securities reported here.
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): 0
(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 24e-2 [line (i), plus line (ii), less
line (iii), plus line (iv)(if applicable): 0
(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 / 3300
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
0.00
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 CFR 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/ Martin R, Dean
- ---------------------------------------------
Martin R. Dean, Treasurer
October 23, 1996
- --------------------
Date
October 18, 1996
Mutual Fund Variable Annuity Trust
101 Park Avenue
New York, NY 10017
Re: Mutual Fund Variable Annuity Trust
International Equity Portfolio
Capital Growth Portfolio
Growth and Income Portfolio
Asset Assocation Portfolio
U.S. Treasury Income Portfolio
Money Market Portfolio
Registration No. 33-81712; ICA No. 811-8630
- -------------------------------------------
Gentlemen:
We have acted as special Massachusetts counsel to Mutual Fund Variable
Annuity Trust ("MFVAT"), a Massachusetts business trust currently consisting
of the above-referenced six series (the "Funds") in connection with the
public offering of MFVAT's shares of beneficial interest, no par value (the
"Shares"), and on various other general matters. We understand that,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, MFVAT has
registered an indefinite number of Shares under the Securities Act of 1933.
We further understand that, pursuant to the provisions of Ruke 24f-2, MFVAT
is filing with the Securities and Exchange Commission the Notice attached
hereto making definite the registration of Shares of the Funds sold in
reliance upon Rule 24f-2 during the period ended August 31, 1996 such Shares
having been reduced by the aggregate sales price of the Shares redeemed
during the period ended August 31, 1996.
We have reviewed, insofar as they relate or pertain to each of the
Funds, MFVAT's Registration Statement on Form N-1A filed with the Securities
and Exchange Commission under the Securities Act of 1933 and the Investment
Company Act of 1940, as amended to the date hereof, pursuant to which Shares
were sold (the "Registration Statement"). We have also examined originals or
copies certified or otherwise identified to our satisfaction, of such docu-
ments, records and other instruments we have deemed necessary or approipriate
for the purposes of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures and original documents and the
conformity to the original documents of all copies submitted.
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and, assuming that the Shares have been
issued and sold in accordance with MFVAT's Declaration of Trust and
Registration Statement, the Shares which the Rule 24f-2 Notices attached
hereto makes definite in number were legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
Peabody & Brown
MLZ/bjm
Attachment
