DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
February 29, 1996
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Woodward Variable Annuity Fund
File Nos. 33-86186/811-8854
Rule 24f-2 Notice
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Ladies and Gentlemen:
On behalf of The Woodward Variable Annuity Fund (the "Trust"), please
find enclosed the following:
1. Rule 24f-2 Notice for the Trust for the fiscal year ended
December 31, 1995; and
2. Opinion of counsel required by Rule 24f-2(b)(1) under the
Investment Company Act of 1940 (the "Act").
In accordance with prior SEC interpretations, the calculation of the
Trust's registration fees pursuant to Rule 24f-2 under the Act is based on all
of the Trust's sales and redemptions of securities during the fiscal year
ended December 31, 1995, except sales to and redemptions from insurance
company separate accounts that issued securities on which registration fees
were paid to the SEC pursuant to Section 6(b) of the Securities Act of 1933.
See American Council of Life Insurance, Rel. No. IP-3-95 (June 20, 1995).
Except as indicated in the Trust's Rule 24f-2 Notice, during the fiscal year
ended December 31, 1995, the Trust's shares were exclusively sold to and
redeemed by ITT Hartford Life and Annuity Insurance Company Separate Account
Six (Securities Act File No. 33-86330).
If you have any questions regarding this filing please contact me.
Very truly yours,
/s/ Christina T. Simmons
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Christina T. Simmons
CTS/sg
Enclosures
<PAGE>
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:
The Woodward Variable Annuity Fund
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
2. Name of each series or class of funds for which this notice is filed:
Series A ("Balanced Fund")
Series B ("Growth/Value Fund")
Series C ("Opportunity Fund")
Series D ("Capital Growth Fund")
Series E ("Money Market Fund")
3. Investment Company Act File Number: 811-8854
Securities Act File Number: 33-86186
4. Last day of fiscal year for which this notice is filed: December 31,
1995
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.
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
None
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:<F1><F2>
Shares -- 978,134
Price -- $5,128,211
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:<F1><F2>
Shares -- 978,134
Price -- $5,128,211
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):
Included under items 9 and 10.
12. Calculation of registration fee<F2>
(i) Aggregate sale price of securities sold during $5,128,211
the fiscal year in reliance on ----------
Rule 24f-2:<F1><F2>
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans:
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: -0-
----------
(iv) Aggregate price of shares redeemed or repurchased
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:<F1><F2> $5,128,211
----------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation: /2900
----------
(vii) Fee due: 1,769
----------
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 /
<PAGE>
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1996
SIGNATURES
This report has been signed below by the following person on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ W. Bruce McConnel, III
--------------------------
W. Bruce McConnel, III
Secretary
The Woodward Variable Annuity Fund
Date February 28, 1996
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*Please print the name and title of the signing officer below the
signature.
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<F1>
1. Includes shares issued in connection with dividend reinvestment plans.
<F2>
2. In accordance with prior SEC interpretations, the calculation of the
issuer's registration fees pursuant to Rule 24f-2 under the Investment
Company Act of 1940 is based on all of the issuer's sales and redemptions
of securities during the fiscal year ended December 31, 1995, except
sales to and redemptions from insurance company separate accounts that
issued securities on which registration fees were paid to the SEC
pursuant to Section 6(b) of the Securities Act of 1933. See American
Council of Life Insurance, Rel. No. IP-3-95 (June 20, 1995). Except as
indicated, during the fiscal year ended December 31, 1995, the issuer's
shares were exclusively sold to and redeemed by such insurance company
separate accounts.
<PAGE>
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
February 29, 1996
The Woodward Variable Annuity Fund
c/o NBD Bank, Transfer Agent
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
Re: Rule 24f-2 Notice - The Woodward Variable Annuity Fund
(Registration Nos. 33-86186/811-8854)
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Ladies and Gentlemen:
We have acted as counsel for The Woodward Variable Annuity Fund, a
Delaware business trust (the "Trust"), in connection with the filing of its
Form 24f-2 dated the date hereof. We have relied upon information
provided to us on behalf of the Trust with respect to the number of
its Series A, Series B, Series C, Series D and Series E shares of beneficial
interest (collectively, the "Shares") that were sold or issued during the
Trust's fiscal year ended December 31, 1995, (the "Fiscal Year").
The Trust is authorized to issue an unlimited number of shares of
beneficial interest in Series A, Series B, Series C, Series D and
Series E, with a par value of $.10.
In giving the opinion stated below, we have reviewed the Trust
Instrument of the Trust dated November 7, 1994 (the "Governing Instrument"),
its Bylaws, resolutions adopted by its Board of Trustees and shareholders, and
such other legal and factual matters as we have deemed appropriate. Insofar as
our opinion below relates to matters pertaining to Delaware law, we have
relied on the opinion of Morris, Nichols, Arsht & Tunnell, special Delaware
counsel to the Trust.
<PAGE>
On the basis of the foregoing, we are of the opinion that the
aforementioned Shares were, when issued for payment as described in the
Trust's prospectus, legally issued, fully paid, and non-assessable by
the Trust.
Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit organized under the general corporation law of the
State of Delaware; provided, however, that we express no opinion with respect
to the liability of any Shareholder who is, was or may become a named Trustee
of the Trust.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
WBM:CTS
