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: KILICO Variable Annuity Separate Account
1 Kemper Drive, Long Grove, IL 60049
________________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
KINF Money Market, KINF Government Securities, KINF High Yield, KINF Growth,
KINF Small Cap Growth, KINF International, KINF Total Return, KINF
Investment Grade Bond, KINF Value+Growth, KINF Horizon 20+, KINF Horizon
10+, KINF Horizon 5, KINF Value, KINF Small Cap Value, Janus Aggressive
Growth, Janus Growth, Janus Worldwide Growth, Janus Balanced, Janus Short-
Term Bond, Lexington Natural Resources, Lexington Emerging Markets, Fidelity
Equity-Income, Fidelity Growth, Fidelity Asset Manager, Fidelity Index 500
and Fidelity Contrafund.
________________________________________________________________________________
3. Investment Company Act File Number: 811-3199
Securities Act File Number: 2-72671 and 33-43501
***NOTE: The total filing fee is being paid through file number 2-72671.
________________________________________________________________________________
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-
________________________________________________________________________________
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal year:
313,644,565 (units);
$741,673,272
________________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2
313,644,565 (units);
$741,673,272
________________________________________________________________________________
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):
$741,673,272
(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):
- 639,352,985
(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):
102,320,287
(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)]:
$ 31,006.15
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:
02/24/97
________________________________________________________________________________
<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
KILICO Variable Annuity Separate Account
One Kemper Drive
Long Grove, Illinois 60049
Dear Sir or Madam:
Reference is made to your Registration Statement under the Securities Act of
1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act") on
Form N-4 and all amendments thereto and 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 313,644,565 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 your Registration Statement on Form
N-4 under the 1933 Act and the 1940 Act and 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
