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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24F-NOTICE
Kemper Investors Life Insurance Company Variable Annuity Account C
One Kemper Drive, Long Grove, Illinois 60049
File Number 2-65797
Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940 Act").
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<S> <C>
(i) Fiscal year for which notice is filed December 31, 1994
(fiscal year end)
(ii) The number of units of the same series, if any,
which had been registered under the Securities Act of
1933 ("1933 Act") other than pursuant to Rule 24f-2
but which remained unsold at the beginning of such -0-
fiscal year. (units)
(iii) The number of units, if any, registered during -0-
such fiscal year other than pursuant to Rule 24f-2. (units)
(iv) The number of units sold during such fiscal year. 1,331,741
(units)
(v) The number of units sold during such fiscal year in 1,331,741
reliance upon registration pursuant to Rule 24f-2.* (units)
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* Computation of Fee Pursuant to Section 6(b) of the 1933 Act and
Rule 24f-2(c) under the 1940 Act.
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<S> <C> <C>
1. Actual aggregate sale price for which such units
were sold during the previous fiscal year. $ 4,649,687.76
2. Actual aggregate redemption
price of such units redeemed during
such previous fiscal year. $10,921,303.27
3. Actual aggregate redemption
price of such redeemed units
previously applied pursuant to
Section 24e-s(a) under the 1940 Act. ( -0- )
4. Adjustment to aggregate sale price. ** ($10,921,303.27)
5. Aggregate sale price to be used as basis
of computation of fee. $ -0-
6. Fee of 1/29th of 1 percent (.00034482758) $ -0-
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*If the amount in 4 exceeds that in 1, the units represented by such excess
will hereafter be applied pursuant to Section 24(e)-2(a) under the 1940 Act.
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SIGNATURE
The undersigned Registrant has duly caused this Rule 24f-2
Notice to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Long Grove, State of Illinois.
Dated: Kemper Investors Life Insurance
---------------- Company
Variable Annuity Account C
By:
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(Signature)
Robert A. Daniel
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(Name)
Vice President and Controller
-----------------------------
(Title)
Exhibit: Opinion of Counsel
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[KEMPER LIFE INSURANCE COMPANIES LETTERHEAD] [KEMPER LOGO]
February 22, 1995
Kemper Investors Life Insurance Company
Variable Annuity Account C
One Kemper Drive
Long Grove, Illinois 60049
Dear Sir or Madam:
Reference is made to the Rule 24f-2 Notice ("Notice") to be filed by you with
the Securities and Exchange Commission pursuant to Rule 24f-2 under the 1940
Act for your fiscal year ended December 31, 1994. Reference is also made to
the 1,331,741 units (the "Units") specified in said Notice as having been sold
in reliance upon registration pursuant to Rule 24f-2. I have examined such
documents, certificates and opinions and have made such investigations as I
have deemed necessary for the purposes of this opinion.
It is my opinion that the Units, the registration of which the Notice makes
definite in number, were legally issued, fully paid and non-assessable. I
consent to the use of this opinion for or in the aforementioned Notice to be
filed pursuant to Rule 24f-2 under the 1940 Act.
Sincerely,
Frank J. Julian
Senior Counsel
FJJ/id
