FORM 24F-2
[As adopted in Release No. IC-21332, September 1, 1995, effective October 10,
1995, 60F.R. 47041.]
Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Kemper Investors Life Insurance Company
Variable Annuity Account C
1 Kemper Drive, Long Grove, IL 60049
________________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
High Yield Fund, Total Return Fund, Growth Fund, Income and Capital
Preservation Fund, Money Market Fund, Diversified Income Fund, U.S.
Government Securities Fund.
________________________________________________________________________________
3. Investment Company Act File Number: 811-2965
Securities Act File Number: 2-65797
________________________________________________________________________________
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: N/A [ ]
________________________________________________________________________________
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: -0-
________________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: -0-
________________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal year:
477,934 (units);
$2,232,885
________________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: 477,934 (units);
$2,232,885
<PAGE>
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): -0-
________________________________________________________________________________
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):
$2,232,885
(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):
- 8,093,288
(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 24f-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-
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
________________________________________________________________________________
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:
N/A
________________________________________________________________________________
<PAGE>
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/ Robert A. Daniel
Robert A. Daniel
Controller and Treasurer
Date 02/27/97 *Please print the name and title of the signing officer below
the signature.
<PAGE>
February 27, 1997
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, 1996. Reference is also made to the
477,934 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,
/s/ Frank J. Julian
Frank J. Julian
Associate General Counsel
FJJ/sw
