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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
New England Variable Annuity Separate Account
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2. Name of each series or class of funds for which this notice is filed:
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3. Investment Company Act File Number: 811-8828
Securities Act File Number: 33-85442; 33-64879
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
[_]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: N/A
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9. Number and aggregate sale price of securities sold during the fiscal
year:
$150,262,082 (The issuer's securities are sold by dollar value.)
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$150,262,082 (The issuer's securities are sold by dollar value.)
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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
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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):
$ 150,262,082
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ -0-
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(iii) Aggregate price of shares redeemed or repurchased during fiscal
year (if applicable):
-$ 7,680,576
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(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-
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(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):
$ 142,581,506
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction
C.6):
(1/33rd of 1%) x 0.0003030
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 43,207
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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).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 24, 1997
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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)
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Maura A. Murphy, Esq., Assistant Secretary
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Date: February 25, 1997
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New England Life Insurance Company
501 Boylston Street
Boston, MA 02117
February 14, 1997
New England Variable Annuity Separate Account
New England Life Insurance Company
501 Boylston Street
Boston, MA 02117
Gentlemen and Ladies:
In my capacity as General Counsel of New England Life Insurance Company
(the "Company"), I am rendering the following opinion in connection with the
filing with the Securities and Exchange Commission of a Notice on Form 24F-2
(the "Notice") pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Notice is being filed with respect to individual variable annuity contracts
issued on or before December 31, 1996 (the "Contracts") by New England Variable
Annuity Separate Account (the "Account").
In forming the following opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary and
appropriate.
It is my opinion that:
1. The Contracts, when issued in accordance with the Prospectus of the
Account and in compliance with applicable local law, are legal and
binding obligations of the Company in accordance with their terms;
2. The full authorized consideration in respect of the issuance of the
Contracts has been received by the Company; and
3. Assets, attributable to reserves and other contract liabilities and
held in the Account, will not be chargeable with liabilities arising
out of any other business the Company may conduct.
I consent to the filing of this opinion with and as a part of the Notice
under the Investment Company Act of 1940.
Very truly yours,
H. James Wilson
General Counsel
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