Exhibit 23(a) 1.(p)
Articles Supplementary to Articles of Incorporation
Of WRL Series Fund, Inc.
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ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
WRL SERIES FUND, INC.
WRL SERIES FUND, INC., a Maryland corporation ("Corporation"), on
behalf of its Board of Directors ("Directors"), hereby certifies to the Maryland
Department of Assessments and Taxation as follows:
FIRST: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940, as amended.
SECOND: Pursuant to Article V, Paragraph 1 of the Corporation's
Articles of Incorporation, the Corporation is authorized to issue One Billion
(1,000,000,000) shares of Common Stock having a par value of one cent ($0.01)
per share and the aggregate par value of $10,000,000 ("Shares") which are
classified in the Corporation's Articles of Incorporation as follows: Three
Hundred Million (300,000,000) of the Shares are designated as Money Market
Portfolio Common Stock; Twenty-Five Million (25,000,000) of the Shares are
designated as Bond Portfolio Common Stock; and Six Hundred Seventy-five Million
(675,000,000) of the Shares are designated as Growth Portfolio Common Stock.
THIRD: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on November 25, 1992, the Shares were reclassified as
follows: Three Hundred Million (300,000,000) of the Shares are designated as
Money Market Portfolio Common Stock; Twenty-Five Million (25,000,000) of the
Shares are designated as Bond Portfolio Common Stock; and Two Hundred
Seventy-five Million (275,000,000) of the Shares are designated as Growth
Portfolio Common Stock; One Hundred Million (100,000,000) of the Shares are
designated as Global Portfolio Common Stock; One Hundred Million (100,000,000)
of the Shares are designated as Short-to-Intermediate Government Portfolio
Common Stock; One Hundred Million (100,000,000) of the Shares are designated as
Emerging Growth Portfolio Common Stock; and One Hundred Million (100,000,000) of
the Shares are designated as Equity-Income Portfolio Common Stock.
FOURTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on March 1, 1994, Shares were reclassified as
follows: One Hundred Fifty Million (150,000,000) of the authorized but unissued
Shares of the Growth Portfolio Common Stock were reclassified and designated as
follows: Seventy-five Million (75,000,000) were designated as Balanced Portfolio
Common Stock; and Seventy-five Million (75,000,000) were designated as Utility
Portfolio Common Stock. Seventy-five Million (75,000,000) of the authorized but
unissued Shares of the Money Market Portfolio Common Stock were reclassified and
designated as Aggressive Growth Portfolio Common Stock.
FIFTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on September 2, 1994, Shares were reclassified as
follows: Seventy-five Million (75,000,000) of the authorized but unissued Shares
of the Money Market Portfolio Common Stock were reclassified and designated as
follows: Seventy-five Million (75,000,000) were designated as Tactical Asset
Allocation Portfolio Common Stock.
SIXTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on April 6, 1995, the Corporation increased the aggregate
number of shares of capital (common) stock which the Fund has
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authority to issue from One Billion (1,000,000,000) Shares of the par value of
one cent ($0.01) per share and the aggregate par value of $10,000,000, to Two
Billion (2,000,000,000) Shares of the par value of one cent ($0.01) per share
and the aggregate par value of $20,000,000. Of the One Billion (1,000,000,000)
shares newly authorized by the Corporation, the Shares were classified as
follows: Seventy-five Million (75,000,000) of the Shares were designated as
C.A.S.E. Quality Growth Portfolio Common Stock; Seventy-five Million
(75,000,000) of the Shares were designated as C.A.S.E. Growth & Income Portfolio
Common Stock; and Seventy-five Million (75,000,000) of the Shares were
designated as C.A.S.E. Growth Portfolio Common Stock.
SEVENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on July 14, 1995, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as T. Rowe Price-WRL Equity Income
Portfolio Common Stock; Seventy-five Million (75,000,000) of the Shares were
designated as Leisure Portfolio Common Stock; Seventy-five Million (75,000,000)
of the Shares were designated as International Equity Portfolio Common Stock;
and Seventy-five Million (75,000,000) of the Shares were designated as Janus
Balanced Portfolio Common Stock.
EIGHTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on January 4, 1996, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as Value Equity Portfolio Common
Stock; Seventy-five Million (75,000,000) of the Shares were designated as
Meridian/INVESCO Global Sector Portfolio Common Stock; Seventy-five Million
(75,000,000) of the Shares were designated as Meridian/INVESCO US Sector
Portfolio Common Stock; and Seventy-five Million (75,000,000) of the Shares were
designated as Meridian/INVESCO Foreign Sector Portfolio Common Stock.
NINTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on October 23, 1996, shares of the authorized capital
(common) stock were classified as follows: Seventy-five Million (75,000,000) of
the Shares were designated as U.S. Equity Portfolio Common Stock.
TENTH: Pursuant to the Corporation's Articles Supplementary to Articles
of Incorporation filed on December 6, 1996, the authorized but unissued shares
of the Meridian/INVESCO Global Sector Portfolio Common Stock were designated as
Global Sector Portfolio Common Stock; the authorized capital (common) stock of
the Meridian/INVESCO US Sector Portfolio were designated as US Sector Portfolio
Common Stock; and the authorized capital (common) stock of the Meridian/INVESCO
Foreign Sector Portfolio Common Stock were designated as Foreign Sector Common
Stock.
ELEVENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on April 18, 1997, the authorized but unissued
shares of the Equity-Income Portfolio Common Stock were designated as Strategic
Total Return Portfolio Common Stock and the authorized but unissued shares of
the Utility Portfolio were designated as Growth & Income Portfolio Common Stock.
TWELFTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on September 19, 1997, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
(75,000,000) of the Shares were designated as Third Avenue Value Portfolio
Common Stock.
THIRTEENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on February 27, 1998, shares of the authorized
capital (common) stock were classified as follows: Seventy-five Million
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(75,000,000) of the Shares were designated as Real Estate Securities Portfolio
Common Stock.
FOURTEENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on November 20, 1998, the Shares were
reclassified as follows: Seventy-five Million (75,000,000) of the authorized but
unissued Shares of the T. Rowe Price-WRL Equity Income Portfolio Common Stock
were reclassified and designated as Money Market Portfolio Common Stock;
Seventy-five Million (75,000,000) of the authorized but unissued Shares of the
Leisure Portfolio Common Stock were reclassified and designated as Money Market
Portfolio Common Stock; and One Hundred Fifty Million (150,000,000) Shares of
the authorized capital (common) stock were classified as Money Market Portfolio
Common Stock.
FIFTEENTH: Pursuant to the Corporation's Articles Supplementary to
Articles of Incorporation filed on February 18, 1999, the shares were
reclassified as follows: Twenty-five Million (25,000,000) shares of the Growth
Portfolio Common Stock were designated as Bond Portfolio Common Stock;
Twenty-five Million (25,000,000) shares of the Strategic Total Return Portfolio
Common Stock and Twenty-five Million (25,000,000) shares of the Emerging Growth
Portfolio Common Stock were designated as WRL Goldman Sachs Growth Portfolio
Common Stock; Twenty-five Million (25,000,000) shares of the Balanced Portfolio
Common Stock and Twenty-five Million (25,000,000) shares of Growth & Income
Portfolio Common Stock were designated as WRL Dreyfus Mid Cap Portfolio Common
Stock; Twenty-five Million (25,000,000) shares the C.A.S.E. Growth Portfolio
Common Stock and Twenty-five Million (25,000,000) shares of the Global Sector
Portfolio Common Stock were designated as WRL Goldman Sachs Small Cap Portfolio
Common Stock; Twenty-five Million (25,000,000) shares of the Value Equity
Portfolio Common Stock and Twenty-five Million (25,000,000) shares of the
International Equity Portfolio were designated as WRL T. Rowe Price Dividend
Growth Portfolio Common Stock; Twenty-five Million (25,000,000) shares of the
U.S. Equity Portfolio Common Stock and Twenty-five Million (25,000,000) shares
of the Third Avenue Value Portfolio Common Stock were designated as WRL T. Rowe
Price Small Cap Portfolio Common Stock; and Twenty-five Million (25,000,000)
shares of the Real Estate Securities Portfolio Common Stock were designated as
WRL Salomon All Cap Portfolio Common Stock. Twenty-five Million (25,000,000)
Shares of the authorized capital (common) stock was classified as WRL Salomon
All Cap Portfolio Common Stock; and Fifty Million (50,000,000) Shares of the
authorized capital (common) stock was classified as WRL Pilgrim Baxter Mid Cap
Growth Portfolio Common Stock. The authorized but unissued shares of the Money
Market Portfolio Common Stock were designated as WRL J. P. Morgan Money Market
Portfolio Common Stock; the authorized but unissued shares of the Bond Portfolio
Common Stock were designated as the WRL AEGON Bond Portfolio Common Stock; the
authorized but unissued shares of the Tactical Asset Allocation Portfolio Common
Stock were designated as the WRL DEAN Asset Allocation Portfolio Common Stock;
the authorized but unissued shares of the Growth Portfolio Common Stock were
designated as the WRL Janus Growth Portfolio Common Stock; the authorized but
unissued shares of the Global Portfolio Common Stock were designated as the WRL
Janus Global Portfolio Common Stock; the authorized but unissued shares of the
Strategic Total Return Portfolio Common Stock were designated as the WRL LKCM
Strategic Total Return Portfolio Common Stock; the authorized but unissued
shares of the Emerging Growth Portfolio Common Stock were designated as the WRL
VKAC Emerging Growth Portfolio Common Stock; the authorized but unissued shares
of the Aggressive Growth Portfolio Common Stock were designated as the WRL Alger
Aggressive Growth Portfolio Common Stock; the authorized but unissued shares of
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the Balanced Portfolio Common Stock were designated as the WRL AEGON Balanced
Portfolio Common Stock; the authorized but unissued shares of the Growth &
Income Portfolio Common Stock were designated as the WRL Federated Growth &
Income Portfolio Common Stock; the authorized but unissued shares of the Value
Equity Portfolio Common Stock were designated as the WRL NWQ Value Equity
Portfolio Common Stock; the authorized but unissued shares of the International
Equity Portfolio Common Stock were designated as the WRL GE/Scottish Equitable
International Equity Portfolio Common Stock; the authorized but unissued shares
of the U.S. Equity Portfolio Common Stock were designated as the WRL GE U.S.
Equity Portfolio Common Stock; the authorized but unissued shares of the Real
Estate Securities Portfolio Common Stock were designated as the WRL J.P. Morgan
Real Estate Securities Portfolio Common Stock, and the authorized but unissued
shares of the Third Avenue Value Portfolio were designated as the WRL Third
Avenue Value Portfolio.
SIXTEENTH: The Board of Directors of the Corporation, at a meeting duly
convened and held on January 24, 2000, adopted resolutions reclassifying
authorized but unissued shares as follows: fifty million (50,000,000) of the
authorized but unissued shares of the Short to Intermediate Government Portfolio
Common Stock were designated as the WRL Great Companies - America(sm) portfolio
Common Stock; fifty million (50,000,000) of the authorized but unissued shares
of the Short to Intermediate Government portfolio Common Stock were designated
as WRL Great Companies - Technology(sm); fifty million (50,000,000) of the
authorized but unissued shares of the Meridian Global Sector portfolio were
designated as WRL Value Line Leveraged Growth portfolio; fifty million shares
(50,000,000) designated but unissued shares of the C.A.S.E. Quality Growth
Portfolio became undesignated and unissued shares; the authorized but unissued
shares of the WRL GE/Scottish Equitable International Equity Common Stock were
designated as the WRL GE International Equity Common Stock; and seventy five
million (75,000,000) designated but unissued shares of the C.A.S.E. Growth &
Income Portfolio became undesignated and unissued shares.
SEVENTEENTH: The Board of Directors of the Corporation, at a meeting
duly convened and held on June 12, 2000, adopted resolutions reclassifying
authorized but unissued shares as follows: fifty million (50,000,000) of the
authorized shares of capital (common stock) were classified as WRL Great
Companies - Global(SM) and fifty million of the authorized shares of capital
(common stock) were as WRL Gabelli Global Growth.
EIGHTEENTH: The Shares of Common Stock as so authorized and
reclassified by the Directors of the Corporation shall have the powers,
preferences, and rights, and qualifications, restrictions and limitations,
specified in Article V, Paragraph 4 of the Articles of Incorporation of the
Corporation and shall be subject to all its provisions relating to the stock of
the Corporation.
NINTEENTH: The aforesaid Shares of Common Stock have been duly
authorized and reclassified by the Directors pursuant to authority and power
contained in the Articles of Incorporation of the Corporation and in accordance
with Section 2-105(c) of the Maryland General Corporation Law.
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IN WITNESS WHEREOF, the undersigned Chairman of the Board of Directors
of WRL Series Fund, Inc., hereby executes these Articles Supplementary on behalf
of the Corporation, acknowledges that these Articles Supplementary are the act
of the Corporation, and certifies that, to the best of his knowledge,
information and belief, all matters and facts set forth herein are true in all
material respects, under the penalties of perjury.
Date: __________ WRL SERIES FUND, INC.
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John R. Kenney
Chairman of the Board of Directors
ATTEST: and President
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John K. Carter, Esq.
Vice President, Secretary
and Counsel
Jan2000sup
