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: WRL Series Fund, Inc.
201 Highland Avenue
Largo, FL 33770
2. Name of each series or class of funds for which this notice is filed:
WRL Series Fund
3. Investment Company Act File Number:
811-4419
Securities Act File Number: 33-507
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:
N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
(see attached page 1)
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
(see attached page 1)
<PAGE>
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):
N/A
12. Calculation of registration fee:
<TABLE>
<CAPTION>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 12,976,294
-----------------
(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): - 2,082,655
-----------------
(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): 10,893,639
-----------------
(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)): $ 3,301.10
-----------------
</TABLE>
Instruction: Issuers should complete line (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).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 2/26/96
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: /s/ ALLAN J. HAMILTON
----------------------
Name:
----------------------
Treasurer
Title:
Date: 2/25/97
-------
<PAGE>
U.S. Securities and Exchange Commission
FORM 24F-2
WRL SERIES FUND, INC.
Attachment - page 1
#9 & #10 SHARES SOLD
NUMBER AGGREGATE PRICE
------ ---------------
Money Market Portfolio 1,960,906.500 $ 1,960,907
Bond Portfolio 59,487.673 644,215
Growth Portfolio 77,497.702 2,664,875
Short-To-Intermediate Government 8,379.008 87,144
Global Portfolio 127,632.283 2,239,199
Equity-Income Portfolio 74,477.799 1,004,582
Emerging Growth Portfolio 67,762.812 1,197,806
Aggressive Growth Portfolio 126,986.716 1,726,181
Balanced Portfolio 48,703.051 525,677
Utility Portfolio 16,519.030 189,536
Tactical Asset Allocation Portfolio 59,781.706 736,172
------------- ---------------
2,628,134.279 $ 12,976,294
============= ===============
<PAGE>
WRL LETTERHEAD
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Offering of Shares of Common Stock of
WRL Series Fund, Inc.
Gentlemen:
In my capacity as Vice President and Assistant Secretary, I have acted
as counsel for WRL Series Fund, Inc. (the "Fund") in connection with assisting
in the preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form N-1A under the Securities Act of 1933, and
amendments thereto, with respect to the offer and sale of shares of common stock
(par value $.01) of the Fund, including the "Rule 24f-2 Notice" for the fiscal
year ended December 31, 1996, registering 2,628,134.279 of such shares pursuant
to such Registration Statement, as amended, in accordance with Rule 24f-2 under
the Investment Company Act of 1940.
I have examined the Fund's Articles of Incorporation and Bylaws, as
amended; the proceedings of its Board of Directors relating to the
authorization, issuance, and proposed sale of the shares; and such other records
and documents as I deemed relevant. Based upon such examination, it is my
opinion that upon the issuance and sale of the 2,628,134.279 shares of common
stock of the Fund (1,960,906.500 shares of Money Market Portfolio, 59,487.673
shares of the Bond Portfolio, 77,497.702 shares of the Growth Portfolio,
8,379.008 shares of the Short-to-Intermediate Government Portfolio, 127,632.283
shares of the Global Portfolio, 74,477.799 shares of the Equity-Income
Portfolio, 67,762.812 shares of the Emerging Growth Portfolio, 126,986.716
shares of the Aggressive Growth Portfolio, 48,703.051 shares of the Balanced
Portfolio, 16,519.030 shares of the Utility Portfolio and 59,781.706 shares of
the Tactical Asset Allocation Portfolio) in the manner contemplated by the
aforesaid Registration Statement, as amended, such shares were validly issued,
fully paid and non-assessable outstanding shares of common stock of the Fund.
Very truly yours,
/s/ THOMAS E. PIERPAN
---------------------
Thomas E. Pierpan
Vice President and
Assistant Secretary
