U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Life of Virginia Separate Account II
6610 West Broad Street
Richmond, Virginia 23230
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2. Name of each series or class of funds for which this notice is filed:
Life of Virginia Separate Account II
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3. Investment Company Act File Number: 811-4885
Securities Act File Number: 33-9651
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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:
Not Applicable.
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8. Number and amount of securities registered during the fiscal year other than pursuant to Rule
24f-2:
Not Applicable.
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9. Number and aggregate sale price of securities sold during the fiscal year:
$13,473,740.00
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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:
$13,473,740.00
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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): $ 13,473,740.00
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(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): - 4,790,460.00
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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): + 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): 8,683,280.00
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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
(vii) Fee due [line (i) or line (v) multiplied by line (vii)]: $ 2,631.30
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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).
X
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1997
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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/ JOHN J. PALMER
John J. Palmer, Senior Vice President
Date 2/21/97
* Please print the name and title of the signing officer below the signature.
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February 14, 1997
The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, VA 23230
RE: Registration No. 33-9651
Life of Virginia Separate Account II
Gentlemen:
This opinion is furnished in connection with the preparation and filing by The
Life Insurance Company of Virginia with the Securities and Exchange Commission
of a certain notice to be filed pursuant to the provisions of Rule 24f-2, under
the Investment Company Act of 1940, making definite in amount the registration
of those securities set forth in the notices issued by Life of Virginia Separate
Account II in connection with the offer and sale of flexible premium variable
life insurance policies during the period from January 1, 1996 through December
31, 1996.
I have examined such documents and such law as I considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:
1. The Life Insurance Company of Virginia is duly organized and
validly existing under the laws of the Commonwealth of
Virginia and has been duly authorized to issue individual
flexible premium variable life insurance policies by the
Bureau of Insurance of the State Corporation Commission of the
Commonwealth of Virginia.
2. Life of Virginia Separate Account II is a duly authorized and
existing separate account established pursuant to the
provisions of Section 38.1-443 of the Code of Virginia, said
Section being currently designated as Section 38.2-3113.
3. The interests in Life of Virginia Separate Account II (as
represented by the flexible premium variable life insurance
policies whose cash values were held in the separate account)
that were issued during the period between January 1, 1996
through December 31, 1996 were legally issued, fully paid and
non-assessable.
I consent to the filing of this opinion in conjunction with the filing of the
aforementioned notice pursuant to paragraph (b)(2) of Rule 24f-2.
Very truly yours,
/s/ WILLIAM E. DANER, JR.
William E. Daner, Jr.
Counsel
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