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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.
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1. Name and address of issuer: Franklin Life Variable Annuity Fund A, #1
Franklin Square, Springfield, Illinois 62713
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2. Name of each series or class of funds for which this notice is filed:
Units of interest in Franklin Life Variable Annuity Fund A issued under
variable annuity contracts
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3. Investment Company Act File Number: 811-1990
Securities Act File Number: 2-36394
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4. Last day of fiscal year for which this notice is filed: December 31, 1996
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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: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6): Not applicable
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sales price of securities sold during the fiscal
year: Number of Units: 6,506; Aggregate Sales Price: $56,192
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2: Number of Units:
6,506; Aggregate Sales Price: $56,192
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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): Not applicable
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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): $ 56,192
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+
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(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): - 1,244,804
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+
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(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):
- 1,188,612
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(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
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(vii) Fee due [line (1) or line (v) multiplied by line (vi)]:
$ 00.00
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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.
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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 fee to the Commission's lockbox
depository:
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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/ Elizabeth E. Arthur
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Elizabeth E. Arthur, Secretary, Board of Managers
Date: February 25, 1997
*Please print the name and title of the signing officer below the signature.
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Letterhead of
The Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois 62713
February 25, 1997
Board of Managers
Franklin Life Variable Annuity Fund A
#1 Franklin Square
Springfield, Illinois 62713
Gentlemen:
As Vice President, Associate General Counsel and Assistant Secretary of The
Franklin Life Insurance Company (the "Company"), I have reviewed the corporate
proceedings relating to the issuance during the year ended December 31, 1996 by
Franklin Life Variable Annuity Fund A (the "Fund") of units of interest in Fund
A under individual variable annuity contracts (the "1996 Contracts") pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended ("Rule
24f-2"). I have also participated in the preparation by the Fund of (i)
Post-Effective Amendments to the Fund's Registration Statement on Form N-3
under the Securities Act of 1933, as amended, and the Investment Company Act of
1940, as amended, pursuant to which the 1996 Contracts were offered, and (ii) a
notice pursuant to Rule 24f-2 on Form 24F-2 for the year ended December 31,
1996 (the "Form 24F-2") with respect to the 1996 Contracts. In addition, I
have examined such other documents and such questions of law as in my judgment
are necessary or appropriate for purposes of this opinion. Based upon the
foregoing, it is my opinion that:
1. The Company is a stock life insurance corporation duly
organized and validly existing under the laws of the State of Illinois and
is duly authorized under such laws to issue and sell life, accident and
health insurance, and annuity contracts.
2. The Fund is a separate account of the Company duly created
and validly existing pursuant to the laws of the State of Illinois.
3. The issuance and sale of the 1996 Contracts were duly
authorized by the Company, and the 1996 Contracts are legal and binding
obligations of the Company in accordance with their terms.
I hereby consent to the filing of this opinion as an exhibit to the Form 24F-2
to be filed by Fund A with the Securities and Exchange Commission.
Very truly yours,
/s/ Elizabeth E. Arthur
Elizabeth E. Arthur
Vice President,
Associate General Counsel and
Assistant Secretary
