DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, PA 19107
March 3, 1997
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pegasus Variable Annuity Fund
(formerly, 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 Pegasus 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, 1996; 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, 1996, 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, 1996, 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:
Pegasus 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 ("Managed Assets Balanced Fund")
Series B ("Growth and Value Fund")
Series C ("Mid-Cap Opportunity Fund")
Series D ("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,
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:
/ /
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 -- 48,617
Price -- $273,397
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 -- 48,617
Price -- $273,397
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 $ 273,397
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> $ 273,397
----------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation: /3300
----------
(vii) Fee due: 83
----------
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, 1997
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
Pegasus Variable Annuity Fund
Date February 28, 1997
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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, 1996, 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, 1996, 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 28, 1997
Pegasus Variable Annuity Fund
c/o NBD Bank
900 Tower Drive
P.O. Box 7058
Troy, Michigan 48007-7058
Re: Rule 24f-2 Notice - Pegasus Variable Annuity Fund
(formerly, The Woodward Variable Annuity Fund)
(Registration Nos. 33-86186/811-8854)
-------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Pegasus Variable Annuity Fund, a
Delaware business trust (the "Trust"), in connection with certain matters
relating to the issuance of shares of beneficial interest in the Trust.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended ("1940 Act"), the Trust registered an indefinite number of shares
under the Securities Act of 1933, as amended. We understand that the Trust is
about to file with the Securities and Exchange Commission a notice pursuant to
Rule 24f-2 under the 1940 Act (the "Notice") making definite the registration
of shares of its Series A, Series B, Series C, Series D and Series E that were
sold in reliance upon Rule 24f-2 during the fiscal year ended December 31,
1996 (collectively, the "Shares"). We have relied upon information provided
to us on behalf of the Trust with respect to the number of such Shares. 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 Certificate
of Trust of the Trust as filed in the Office of the Secretary of State of the
State of Delaware (the "State Office") on November 7, 1994 (the
"Certificate"); a Certificate of Amendment to the Certificate of Trust of the
Trust as filed in the State Office on October 4, 1996 and effective as of
October 7, 1996; the Trust Instrument of the Trust dated November 7, 1994, as
amended by Amendment No. 1 dated October 3, 1996 and effective as of October
7, 1996 (as amended, the "Governing Instrument"); the Bylaws of the Trust;
resolutions adopted by the Board of Trustees and shareholders, and such other
legal and factual matters as we have deemed appropriate. We have assumed for
the purpose of this opinion: (i) the due organization or formation of each
entity that is a signatory to any of the documents reviewed by us; (ii) the
due authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced instruments, certificates and other
documents, and of all documents contemplated by the Governing Instrument, the
Bylaws and applicable resolutions of the Trustees to be executed by investors
desiring to become Shareholders; (iii) the payment of consideration for
Shares, and the application of such consideration, as provided in the
Governing Instrument, and compliance with the other terms, conditions and
restrictions set forth in the Governing Instrument, the Trust's prospectuses
and statements of additional information and all applicable resolutions of
the Trustees of the Trust in connection with the issuance of Shares; (iv)
that appropriate notation of the names and addresses of, the number of Shares
held by, and the consideration paid by, Shareholders will be maintained in
the appropriate registers and other books and records of the Trust in
connection with the issuance, redemption or transfer of Shares; (v) that no
event has occurred subsequent to the filing of the Certificate that would
cause a termination or reorganization of the Trust or any Series under
Section 11.4 or 11.5 of the Governing Instrument; (vi) that the activities of
the Trust have been and will be conducted in accordance with the terms of the
Governing Instrument and the Delaware Business Trust Act, 13 Del. C. sections
3801 et seq. ( the "Delaware Act") (including, without limitation, that the
Trust became a registered investment company under the 1940 Act within the
time period required under Section 3807(b) of the Delaware Act); and (vii)
that each of the documents examined by us is in full force and effect and has
not been modified, supplemented or otherwise amended. 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 Shares
subject to the Notice constitute validly issued, fully paid, and
non-assessable Shares of beneficial interest in 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
MPM:CTS:BKW
