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:
Independence Variable Annuity Separate Account
Independence Life and Annuity Company
125 High Street
Boston, MA 02110
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2. Name of each series or class of funds for which this notice is filed:
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3. Investment Company Act File Number: 811-5232
Securities Act File Number: 33-15704
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4. Last day of fiscal year for which this notice is filed: 12/31/96
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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 issuers'
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):
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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 sale price of securities sold during the fiscal
year:
$365,785.00
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<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
$365,785.00
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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):
0
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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): $ 365,785.00
_________________
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 444,976.00
_________________
(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 1/2900
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(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.
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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 fees 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/ James J. Klopper
James J. Klopper, Secretary
Date 2/28/97
*Please print the name and title of the signing officer below the signature.
<PAGE>
Independence Life and Annuity Company
125 High Street
Boston, MA 02110
February 28, 1997
John W. Rosensteel, President
Independence Life and Annuity Company
125 High Street
Boston, MA 02110
RE: OPINION OF COUNSEL - INDEPENDENCE VARIABLE ANNUITY SEPARATE ACCOUNT
Dear Mr. Rosensteel:
I am serving as counsel in connection with the filing with the Securities
and Exchange Commission of Form 24F-2 with respect to fiscal year 1996 of
Independence Variable Annuity Separate Account.
Based on my review of relevant materials, it is my opinion that the
securities sold in the fiscal year for which Form 24F-2 is being filed were
legally-issued, fully paid and non-assessable.
You may attach this opinion letter, or a copy thereof, to Form 24F-2.
Sincerely,
/s/ Elizabeth B. Love
Elizabeth B. Love, Esq.
opinion.ltr
