WRL SERIES FUND, INC.
EMERGING GROWTH PORTFOLIO
SUPPLEMENT DATED JULY 15, 1996, TO THE PROSPECTUS DATED MAY 1, 1996
THE FOLLOWING IS INSERTED IN THE PORTFOLIO'S PROSPECTUS IMMEDIATELY
PRECEDING THE FIRST FULL PARAGRAPH ON PAGE 5:
The Portfolio's Sub-Adviser, Van Kampen American Capital Asset Management,
Inc., is an indirect wholly-owned subsidiary of VK/AC Holding. On June 24, 1996,
VK/AC Holding announced it had entered into an Agreement and Plan of Merger
among Morgan Stanley Group Inc., MSAM Holdings II, Inc. and MSAM Acquisition
Inc., pursuant to which MSAM Acquisition Inc. will be merged with and into VK/AC
Holding and VK/AC Holding will be the surviving corporation.
The proposed transaction may be deemed to cause an assignment, within the
meaning of the Investment Company Act of 1940 and the Investment Advisers Act of
1940 of the Sub-Advisory Agreement between the Sub-Adviser and WRL dated
December 20, 1994. Accordingly, the completion of the transaction is contingent
upon, among other things and subject to certain de minimis exceptions, the
approval of both the Board of Directors of the Fund and the shareholders of the
Portfolio of the Fund of a new Sub-Advisory Agreement between the Sub-Adviser
and WRL. Management of the Fund currently anticipates recommending to the Fund's
Board of Directors that a special meeting of shareholders be called to obtain
such approval and that the record date for such shareholder meeting be a date in
early September. Management of the Fund also anticipates that investment
advisory fees under the new Sub-Advisory Agreement to be voted on at such
meeting will be in the same amount as those paid under the current Sub-Advisory
Agreement between the Sub-Adviser and WRL.
MSAM Acquisition Inc. is a wholly-owned subsidiary of MSAM Holdings II,
Inc. which, in turn, is a wholly-owned subsidiary of Morgan Stanley Group Inc.
Subject to a number of conditions being met, it is currently anticipated that a
closing will occur on or about November 29, 1996. Thereafter, VK/AC Holding and
its affiliated entities (including the Sub-Adviser) will be part of Morgan
Stanley Group Inc.
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