WRL SERIES ANNUITY ACCOUNT
N-30D, 1997-02-27
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- --------------------------------------------------------------------------------
                                 ANNUAL REPORT
                               DECEMBER 31, 1996
- --------------------------------------------------------------------------------

                             WRL SERIES FUND, INC.
                                      AND
                                MERIDIAN/INVESCO
                                SECTOR VARIABLE
                                    ANNUITY



                              WESTERN RESERVE LIFE
                             ASSURANCE CO. OF OHIO


February 1997
ACC00011 (2/97)


<PAGE>
- --------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------

                                                               PAGE 

Chairman's Letter  ..........................................    1 
Report of Independent Accountants ...........................    2 

WRL SERIES FUND, INC. 
 Portfolio Managers' Commentary: 
  Meridian/INVESCO Global Sector Portfolio ..................    4 
  Meridian/INVESCO US Sector Portfolio ......................    5 
  Meridian/INVESCO Foreign Sector Portfolio .................    6 

 Schedules of Investments: 
  Meridian/INVESCO Global Sector Portfolio ..................    7 
  Meridian/INVESCO US Sector Portfolio ......................   10 
  Meridian/INVESCO Foreign Sector Portfolio .................   13 
 Statements of Assets and Liabilities  ......................   14 
 Statements of Operations  ..................................   15 
 Statements of Changes in Net Assets  .......................   16 
 Financial Highlights  ......................................   17 
 Notes to Financial Statements  .............................   18 

WRL SERIES ANNUITY ACCOUNT 
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY 
 Statements of Assets, Liabilities and Equity Accounts ......   24 
 Statements of Operations  ..................................   24 
 Statements of Changes in Equity Accounts  ..................   25 
 Selected Per Unit Data and Ratios  .........................   26 
 Notes to Financial Statements  .............................   27 

THE PORTFOLIOS OF THE WRL SERIES FUND, INC. ARE MADE AVAILABLE THROUGH VARIABLE 
LIFE INSURANCE, VARIABLE ANNUITY, AND GROUP ANNUITY PRODUCTS ISSUED BY WESTERN
RESERVE LIFE ASSURANCE CO. OF OHIO AND ITS AFFILIATES. THE AVAILABILITY OF
CERTAIN PORTFOLIOS MAY VARY FROM PRODUCT TO PRODUCT.

                               
<PAGE>


JOHN R. KENNEY 
CHAIRMAN OF THE BOARD 


FELLOW CONTRACT OWNERS:

ALL'S WELL THAT ENDS WELL. 

YES, DESPITE A SCARY SUMMER SELL-OFF AND MORE THAN A LITTLE NERVOUSNESS IN 
DECEMBER, INVESTORS STILL BID A FOND FAREWELL TO 1996, AND TO ANOTHER 
OUTSTANDING YEAR FOR THE MARKETS. OFFICIALLY, THE DOW JONES INDUSTRIAL 
AVERAGE GAINED 28.89% ON THE YEAR, THE S&P INDEX OF 500 COMMON STOCKS 22.96%, 
AND THE NASDAQ COMPOSITE 23.2% -- REMARKABLE NUMBERS IN THEIR OWN RIGHT, BUT 
STUNNING WHEN CONSIDERED WITH 1995'S EXTRAORDINARY RETURNS. 

NOT TOO SURPRISINGLY, EVEN AS THE MAJOR AVERAGES SEEMED TO PUSH ALMOST DAILY 
INTO UNCHARTED TERRITORY, THE DEBATES RAGED AS TO HOW LONG THE GOOD TIMES 
WOULD LAST. HOW LONG BEFORE STOCKS WOULD FINALLY "CORRECT." HOW LONG BEFORE 
THIS GREAT "BUBBLE" WOULD BURST. HOW LONG INVESTORS WOULD HANG AROUND AFTER 
THE FIRST SIGN OF TROUBLE. 

SO IT GOES. IT IS, QUITE SIMPLY, THE NATURE OF THE BUSINESS FOR 
WELL-INTENTIONED FOLKS TO OFFER UP THEIR PROGNOSIS OF A BULL MARKET DURING A 
BULL MARKET. BUT THE FACT REMAINS, IT'S UTTERLY IMPOSSIBLE TO KNOW WHEN THE 
TOPS AND BOTTOMS WILL OCCUR. AND ANYONE WHO PRETENDS TO KNOW HAS DISPLACED 
FAITH IN THE FUTURE WITH SPECULATION ABOUT THE FUTURE. 

THAT'S NOT TO SAY WE DON'T NEED TO PAY ATTENTION; WE DO. INDEED, PERHAPS IT'S 
A KEEN PERSPECTIVE, NOT INTELLECTUAL BRILLIANCE, THAT'S THE KEY TO INVESTMENT 
SUCCESS. AND IN THE END, FOR MOST INVESTORS THE IMPORTANT THING MAY BE NOT SO 
MUCH THEIR ABSOLUTE RETURNS, BUT THE STABILITY AND SUITABILITY OF THEIR 
PORTFOLIOS ALONG THE WAY. 

THE MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY HAS BEEN DESIGNED TO HELP YOU 
CONSTRUCT YOUR OWN "HEALTHY" PORTFOLIO. THE THREE MERIDIAN/INVESCO 
PORTFOLIOS -- US SECTOR, GLOBAL SECTOR, AND FOREIGN SECTOR -- ARE CO-MANAGED 
BY TWO OF THE INDUSTRY'S MOST DISTINCTIVE INVESTMENT ADVISORY GROUPS, 
MERIDIAN INVESTMENT MANGEMENT CORPORATION AND INVESCO GLOBAL ASSET MANAGEMENT 
LIMITED. THE PORTFOLIOS BRING A SYSTEMATIC, NON-EMOTIONAL SECTOR ALLOCATION 
STRATEGY TO GLOBAL ASSET MANAGEMENT. PLEASE TAKE A FEW MINUTES AND REVIEW THE 
PERSONAL COMMENTS FROM THE MANAGER ON HOW THE PORTFOLIOS HAVE BEEN INVESTED 
AND WHY. I INVITE YOU TO EVALUATE THESE REPORTS AND REVIEW THE DATA, 
INCLUDING MAJOR POSITIONS AND WEIGHTINGS. ALL OF THIS INFORMATION IS INTENDED 
TO PROVIDE YOU WITH AN INSIGHT INTO THE PORTFOLIOS' PERFORMANCE FOR THE 
PERIOD. 

AS WE HEAD INTO 1997, THE ECONOMIC AND POLITICAL SETTINGS ARE CLOSE TO IDEAL 
FOR THE MARKETS. BUT, FOR WHAT IT'S WORTH, I WOULDN'T EXPECT TO SEE THE SAME 
KIND OF HISTORIC PERFORMANCE WE'VE WITNESSED OVER THE LAST TWO YEARS. WHAT I 
DO EXPECT IS FOR THE MERIDIAN/INVESCO PORTFOLIOS TO STAY THE COURSE WHATEVER 
THE MARKET DOES AND FOCUS SQUARELY ON LONG-TERM RESULTS. 

AS ALWAYS, OUR HIGHEST PRIORITY REMAINS THE SAFETY OF THE FUNDS YOU HAVE 
ENTRUSTED WITH US. OUR COMMITMENT IS TO PROVIDE YOU WITH SUPERIOR PRODUCTS 
AND EXCEPTIONAL SERVICE FOR THE LONG TERM. WE RESPECT YOUR PERSONAL TASK OF 
FINANCIAL PLANNING AND APPRECIATE THE OPPORTUNITY TO HELP. 

                                           SINCERELY YOURS,
 
                                         /s/ JOHN R. KENNEY
                                         ---------------------
                                             JOHN R. KENNEY 

                              CHAIRMAN OF THE BOARD     CHAIRMAN OF THE BOARD
                              WRL SERIES FUND, INC.     CHIEF EXECUTIVE OFFICER
                                                        AND PRESIDENT
                                                        WESTERN RESERVE LIFE
                                                        ASSURANCE OF OHIO

                                        1

<PAGE>

WRL SERIES FUND, INC.
- -------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors and Shareholders of the WRL Series Fund, Inc. 

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the Meridian/INVESCO Global Sector,
Meridian/INVESCO US Sector and Meridian/INVESCO Foreign Sector Portfolios
(three of the portfolios constituting the WRL Series Fund, Inc., hereafter
referred to as the "Portfolios") at December 31, 1996, and the results of each
of their operations, the changes in each of their net assets and the financial
highlights for the period May 1, 1996 (commencement of operations) through
December 31, 1996, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Portfolios' management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these financial statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1996 by correspondence with the custodian and brokers and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP 
Kansas City, Missouri 
January 31, 1997 

                                        2

<PAGE>

WRL SERIES ANNUITY ACCOUNT
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Board of Directors of Western Reserve Life Assurance Co. of Ohio and 
Contract Owners of the WRL Series Annuity Account - Meridian/INVESCO Sector
Variable Annuity Contracts

In our opinion, the accompanying statements of assets, liabilities and equity
accounts and the related statements of operations and of changes in equity
accounts and the selected per unit data and ratios present fairly, in all
material respects, the financial position of each of the Sub-Accounts
constituting the Meridian/INVESCO Sector Variable Annuity Contracts of the WRL
Series Annuity Account (a separate account of Western Reserve Life Assurance Co.
of Ohio, hereafter referred to as the "Annuity Account") at December 31, 1996,
and the results of each of their operations, the changes in each of their equity
accounts and the selected per unit data and ratios for the period May 1, 1996
(commencement of operations) through December 31, 1996, in conformity with
generally accepted accounting principles. These financial statements and
selected per unit data and ratios (hereafter referred to as "financial
statements") are the responsibility of the Annuity Account's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP 
Kansas City, Missouri 
January 31, 1997 

                                        3

<PAGE>

WRL SERIES FUND, INC.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO
PORTFOLIO MANAGERS' COMMENTARY
For the period ended December 31, 1996
- --------------------------------------------------------------------------------
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE WRL SERIES FUND, INC.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO, FINANCIAL TIMES WORLD INDEX AND THE 
                      LEHMAN HUTTON AGGREGATE BOND INDEX 

                                    [GRAPH 1]

THE MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO, WITH ITS INVESTMENT OBJECTIVE OF
CAPITAL GROWTH, FOLLOWS AN ASSET ALLOCATION AND SECTOR ROTATION STRATEGY WHICH
SHIFTS BETWEEN A WIDE RANGE OF ASSET CLASSES, AND WITHIN THEM, SECTORS. THE
PORTFOLIO INCREASED 6.08% FROM ITS INCEPTION MAY 1, 1996 THROUGH DECEMBER 31,
1996. THE PORTFOLIO'S BENCHMARK, WHICH CONSISTS OF A 60% WEIGHTING IN THE
FINANCIAL TIMES WORLD INDEX AND A 40% WEIGHTING IN THE LEHMAN HUTTON AGGREGATE
BOND INDEX, WAS UP 6.08% FOR THE SAME PERIOD. INDIVIDUALLY, THE FINANCIAL TIMES
WORLD INDEX INCREASED 4.73%, WHILE THE LEHMAN HUTTON AGGREGATE BOND INDEX WAS UP
8.11%.

THE U.S. EQUITY MARKET POSTED A SECOND STRAIGHT YEAR OF RECORD GAINS. THE YEAR,
HOWEVER, WAS MARKED BY INCREASED VOLATILITY AND DIVERGENT SECTOR PERFORMANCE.
THE MARKET CONTINUED TO FAVOR LARGE CAPITALIZATION STOCKS, AS REPRESENTED BY THE
DOW JONES INDUSTRIAL AVERAGE AND THE STANDARD AND POOR'S INDEX OF 500 COMMON
STOCKS. THIS WAS MAINLY DUE TO A ROBUST ECONOMIC BACKGROUND AND A LOW INFLATION
ENVIRONMENT. SMALL STOCKS, MEANWHILE, CONSIDERABLY LAGGED THE BROADER MARKET
AVERAGES. AS ECONOMIC GROWTH SLOWS IN THE UPCOMING YEAR, EARNINGS GROWTH WILL
BECOME A MORE HIGHLY PRIZED COMMODITY. THIS SHOULD INCREASE THE OPPORTUNITIES
AVAILABLE FOR A SECTOR ROTATION STRATEGIST WITH AN EMPHASIS ON STOCK SELECTION.

DURING THE FOURTH QUARTER, WE INCREASED OUR EXPOSURE TO THE CONSUMER STAPLES
SECTOR, INCLUDING POSITIONS IN THE HEALTH CARE DELIVERY AND FOOD INDUSTRIES.
THESE WERE UNDER CONSIDERABLE PRESSURE DURING MOST OF 1996 AND VALUATIONS NOW
APPEAR TO BE EXCEPTIONAL. THESE INDUSTRIES SHOULD BENEFIT FROM ENCOURAGING
DEMOGRAPHICS, IMPROVING FUNDAMENTALS, AND FASTER GROWTH IN THE UPCOMING YEAR.

OUR QUANTITATIVE RESEARCH INDICATES THAT WHILE THE U.S. EQUITY MARKET, AS A
WHOLE, IS FAIRLY VALUED, THERE ARE NUMEROUS OPPORTUNITIES IN MARKETS OUTSIDE OUR
BORDERS. INTERNATIONAL EQUITY MARKETS IN OUR OPINION REPRESENT THE BEST GLOBAL
OPPORTUNITY. WHILE SEVERAL INTERNATIONAL MARKETS LOOK ATTRACTIVE, OUR ANALYSIS
INDICATES THAT EUROPEAN EQUITIES ARE THE MOST UNDER-PRICED RELATIVE TO THEIR
FAIR VALUE. THE PORTFOLIO HAS EQUITY EXPOSURE IN GERMANY, DENMARK, AND ITALY.
WHILE THESE MARKETS HAVE ASSISTED IN THE PORTFOLIO'S PERFORMANCE OVER THE PAST
YEAR, THEY STILL REPRESENT EXCELLENT OPPORTUNITIES.

THE U.S. DOLLAR REMAINS A CONCERN WITH REGARD TO JAPANESE EQUITIES. THE DOLLAR
CURRENTLY TRADES AT NEARLY 115 YEN, WHICH REPRESENTS A THREE-YEAR HIGH. FEARS
AND CONCERNS HAVE PUT PRESSURE ON THE JAPANESE EQUITY MARKETS OVER THE PAST
YEAR. AND THOUGH THE PORTFOLIO REMAINS UNDER-WEIGHTED IN JAPAN, OUR ANALYSIS
SHOWS THAT JAPANESE EQUITIES ARE TRADING BELOW OUR VALUATIONS. AS SUCH, WE WILL
CONTINUE TO MONITOR THIS MARKET AND TAKE ADVANTAGE OF ANY MISPRICINGS.

OUR FIXED-INCOME STRATEGY INCLUDES HIGH QUALITY ISSUES, AND IS MAINLY USED AS A
DEFENSIVE POSITION. CURRENTLY, OUR EMPHASIS IS ON HIGH-QUALITY BONDS WITH A
RELATIVELY SHORT OVERALL MATURITY. WE HAVE SUPPLEMENTED THIS EXPOSURE WITH A
SIZABLE POSITION IN THE REAL ESTATE MARKET. REAL ESTATE, REPRESENTED BY REAL
ESTATE INVESTMENT TRUSTS (REITS) HAS PERFORMED WELL THIS YEAR. IT WAS, IN FACT,
THE SECOND BEST PERFORMING ASSET CLASS IN 1996. WE CONTINUE TO FEEL THIS IS A
GOOD INVESTMENT THAT WILL ADD TO THE PORTFOLIO'S STABILITY.

FOR THE PAST TWO YEARS THE U.S. EQUITY MARKET HAS BEEN THE BEST PERFORMING ASSET
CLASS. WE REMAIN CAUTIOUS ON OUR OUTLOOK FOR THE MARKET, HOWEVER, AS DOMESTIC
STOCKS ARE TRADING NEAR THEIR FAIR VALUE. ASSET ALLOCATION, WE THINK, WILL BE
THE MOST CRUCIAL ASPECT AFFECTING THE MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO'S
RETURNS IN THE UPCOMING YEAR. OUR STRATEGY IN 1997 WILL BE TO ENHANCE VALUE BY
INCREASING DIVERSIFICATION GLOBALLY AND INVESTING IN ASSET CLASSES THAT REMAIN
BARGAIN-PRICED.

       [LOGO]
(1)A REGISTERED SERVICE                              /s/ BRYAN M. RITZ
   MARK OF INVESCO PLC                              ---------------------
                                                         BRYAN M. RITZ
                                                        MERIDIAN/INVESCO
                                                 GLOBAL SECTOR PORTFOLIO MANAGER

This material must be preceded or accompanied by the Fund's current prospectus. 
Foreign securities involve special risks described in the prospectus that should
be considered carefully before investing.
 
                                        4

<PAGE>

WRL SERIES FUND, INC.
MERIDIAN/INVESCO US SECTOR PORTFOLIO
PORTFOIO MANAGERS'COMMENTARY
For the period ended December 31,1996
- --------------------------------------------------------------------------------
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE WRL SERIES FUND, INC.
MERIDIAN/INVESCO US SECTOR PORTFOLIO AND THE STANDARD & POOR'S INDEX OF 500 
                                COMMON STOCKS 

                                    [GRAPH 2]

THE INVESTMENT OBJECTIVE OF THE MERIDIAN/INVESCO US SECTOR PORTFOLIO IS CAPITAL
APPRECIATION. THE PORTFOLIO FOLLOWS A SECTOR ROTATION STRATEGY THAT SHIFTS AMONG
A WIDE RANGE OF INDUSTRIES. THE PORTFOLIO HAS GAINED 4.25% FROM ITS INCEPTION,
MAY 1, 1996 THROUGH DECEMBER 31, 1996. THE STANDARD & POOR'S INDEX OF 500 COMMON
STOCKS GAINED 15.00% FOR THE SAME PERIOD, WHILE THE RUSSELL 2000 GAINED 4.63%.

THE FINANCIAL MARKETS POSED THE SECOND STRAIGHT YEAR OF RECORD GAINS. THE YEAR
WAS MARKED BY INCREASED VOLATILITY AND DIVERGENT SECTOR PERFORMANCE. THE MARKET
CONTINUED TO FAVOR LARGE CAPITALIZATION STOCKS, REPRESENTED BY THE DOW JONES
INDUSTRIAL AVERAGE AND THE S&P 500. THIS WAS MAINLY DUE TO A ROBUST ECONOMIC
BACKGROUND AND A LOW INFLATION ENVIRONMENT. SMALL STOCKS, MEANWHILE,
CONSIDERABLY LAGGED BROADER MARKET AVERAGES. AS ECONOMIC GROWTH SLOWS IN THE
UPCOMING YEAR, EARNINGS GROWTH WILL BECOME A MORE HIGHLY PRIZED COMMODITY. THIS
SHOULD INCREASE THE OPPORTUNITIES AVAILABLE FOR A SECTOR ROTATION STRATEGIST
WITH AN EMPHASIS ON STOCK SELECTION.

WE INCREASED OUR EXPOSURE IN THE CONSUMER STAPLES SECTOR, INCLUDING SIZABLE
POSITIONS IN THE HEALTH CARE DELIVERY, HEALTH CARE DRUGS, AND FOOD INDUSTRIES.
THESE INDUSTRIES HAVE BEEN UNDER CONSIDERABLE PRESSURE DURING MOST OF 1996 AND
VALUATIONS APPEAR TO BE EXCEPTIONAL. THESE INDUSTRIES SHOULD BENEFIT FROM
ENCOURAGING DEMOGRAPHICS, IMPROVING FUNDAMENTALS AND FASTER GROWTH IN THE
UPCOMING YEAR.

OUR QUANTITATIVE RESEARCH INDICATES THAT THE MARKET, AS A WHOLE, IS
FAIRLY-VALUED. SINCE THE MARKET IS ALREADY TRADING NEAR ITS FAIR VALUE, STOCKS
PRICES WILL BE INFLUENCED MAINLY BY INTEREST RATES AND EARNINGS GROWTH. INTEREST
RATES HAVE HOVERED NEAR THEIR LOWEST LEVELS IN MORE THAN A DECADE, WHILE THE
ECONOMY CONTINUES TO GROW AT ABOVE AVERAGE LEVELS. THE MARKET'S EXPECTATIONS
REGARDING INFLATION WILL CONTINUALLY BE A SOURCE OF CONCERN AND FEAR FOR MOST OF
THE YEAR. STOCK RETURNS, THEREFORE, WILL BE MORE DEPENDENT ON THE DIRECTION OF
INTEREST RATES AND LESS ON EARNINGS THAN IN THE PAST. THIS LEADS US TO BELIEVE
THE MARKET WILL BE VOLATILE OVER THE UPCOMING SIX MONTHS.

A VOLATILE MARKET GENERALLY PRODUCES A BROAD RANGE OF PERFORMANCES AMONG THE
VARIOUS MARKET SECTORS. THIS ENVIRONMENT SHOULD BE POSITIVE FOR A SECTOR AND
INDUSTRY ROTATION STRATEGY. THE PORTFOLIO'S WEIGHTINGS IN THE DIFFERENT
INDUSTRIES SHOULD HAVE A MORE PRONOUNCED IMPACT ON PERFORMANCE IN 1997. THE
PROSPECTS FOR OUR CURRENT HOLDINGS REMAIN PROMISING, ESPECIALLY IN THE HEALTH
CARE AND TECHNOLOGY INDUSTRIES. WE LOOK FORWARD TO THE UPCOMING YEAR AS WE
CONTINUE TO SEARCH FOR UNDER-VALUED INDUSTRIES THAT REPRESENT OPPORTUNITIES.

            [LOGO]
     (1)A REGISTERED SERVICE                            /s/ BRYAN M. RITZ
        MARK OF INVESCO PLC                            -----------------------
                                                            BRYAN M. RITZ 
                                                           MERIDIAN/INVESCO
                                                     US SECTOR PORTFOLIO MANAGER

This material must be preceded or accompanied by the Fund's current prospectus. 

                                        5

<PAGE>

WRL SERIES FUND, INC. 
MERIDIAN/INVESCO FOREIGN SECTOR PORTFOLIO
PORTFOLIO MANAGERS' COMMENTARY
For the period ended December 31, 1996
- --------------------------------------------------------------------------------
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE WRL SERIES FUND, INC.
MERIDIAN/INVESCO FOREIGN SECTOR PORTFOLIO AND THE FINANCIAL TIMES WORLD INDEX 

                                    [GRAPH 3]

THE INVESTMENT OBJECTIVE OF THE MERIDIAN/INVESCO FOREIGN SECTOR PORTFOLIO IS
CAPITAL APPRECIATION. THE PORTFOLIO FOLLOWS A COUNTRY ROTATION STRATEGY THAT
SHIFTS AMONG A WIDE RANGE OF COUNTRIES AROUND THE GLOBE. IT HAS GAINED 3.44%
FROM ITS INCEPTION MAY 1, 1996 THROUGH DECEMBER 31, 1996. THE FINANCIAL TIMES
WORLD INDEX EXCLUDING THE U.S. RETREATED (1.17%) FOR THE SAME PERIOD.

THE INTERNATIONAL EQUITY MARKETS HAVE LAGGED THE U.S. EQUITY MARKET FOR THE
SECOND STRAIGHT YEAR. WHILE PERFORMANCE HAS BEEN POSITIVE IN MOST EQUITY
MARKETS, THE DOLLAR HAS CONTINUALLY NEGATED RETURNS. WE BELIEVE THE DOLLAR IS
NOW TRADING NEAR ITS TRUE VALUE AGAINST OTHER MAJOR CURRENCIES AND FEEL IT WILL
NOT HAVE A MAJOR IMPACT ON THE PORTFOLIO'S RETURNS IN 1997. WHILE COUNTRY
SELECTION HAS BENEFITED THE PORTFOLIO, STOCK SELECTION HAS BEEN KEY TO
PERFORMANCE. INVESCO HAS ONE OF THE MOST EXTENSIVE GLOBAL RESEARCH TEAMS IN THE
FINANCIAL INDUSTRY. THEY ARE LOCATED AROUND THE GLOBE AND ARE UNIQUELY SITUATED
TO TAKE ADVANTAGE OF INTERNATIONAL OPPORTUNITIES.

THERE ARE NUMEROUS OPPORTUNITIES IN MARKETS OUTSIDE THE U.S. THROUGH OUR
ANALYSIS WE FEEL INTERNATIONAL EQUITY MARKETS REPRESENT THE BEST OPPORTUNITY
GLOBALLY. WHILE SEVERAL INTERNATIONAL MARKETS LOOK ATTRACTIVE, OUR ANALYSIS
INDICATES THAT EUROPEAN EQUITIES ARE THE MOST UNDER-PRICED RELATIVE TO THEIR
FAIR VALUE. THE PORTFOLIO HAS HAD EXPOSURE IN GERMANY, DENMARK, BELGIUM, ITALY,
AND SPAIN THROUGHOUT THE YEAR. WHILE THESE MARKETS HAVE APPRECIATED IN THE PAST
YEAR, THEY STILL REPRESENT EXCELLENT OPPORTUNITIES.

WE INCREASED OUR EXPOSURE TO EUROPEAN EQUITIES, TAKING POSITIONS IN THE UNITED
KINGDOM AND FRANCE. THESE MARKETS HAVE AIDED PERFORMANCE, BUT THEY ARE STILL
TRADING BELOW THEIR FAIR VALUES. WE REMAIN BULLISH ON BOTH THESE MARKETS.

THE DOLLAR REMAINS A CONCERN WITH REGARD TO JAPANESE EQUITIES; IT CURRENTLY
TRADES NEAR 115 YEN AND HAS INCREASED DRAMATICALLY OVER THE PAST YEAR. FEARS AND
CONCERNS HAVE PUT PRESSURE ON THE JAPANESE EQUITY MARKETS OVER THE PAST YEAR.
WHILE THE PORTFOLIO REMAINS UNDER-WEIGHTED IN JAPAN, OUR ANALYSIS SHOWS THAT
JAPANESE EQUITIES ARE TRADING BELOW OUR VALUATIONS. WE WILL CONTINUE TO MONITOR
THIS MARKET AND TAKE ADVANTAGE OF ANY MISPRICINGS.

THE PORTFOLIO ALSO HAS A SMALL POSITION IN KOREA. THIS MARKET HAS BEEN DEPRESSED
DUE TO POLITICAL UNCERTAINTY AND SLOWING ECONOMIC GROWTH. THIS MARKET'S
VALUATION, HOWEVER, REMAINS ATTRACTIVE AND WE ARE CAUTIOUSLY OPTIMISTIC IN 1997.

THE PORTFOLIO'S STRATEGY OF INVESTING IN SELECTIVE COUNTRY EQUITY MARKETS HAS
PROVEN TO BE A SUCCESSFUL METHOD OF PARTICIPATING IN INTERNATIONAL MARKETS. WE
CONTINUE TO EXPECT VOLATILE MARKETS DURING THE UPCOMING YEAR. OUR STRATEGY OF
INVESTING IN UNDER-VALUED COUNTRIES SHOULD BENEFIT THE PORTFOLIO IN THIS TYPE OF
ENVIRONMENT.

                                                     /s/ BRYAN M. RITZ
                                                     ---------------------
              [LOGO]                                     BRYAN M. RITZ
       (1)A REGISTERED SERVICE                          MERIDIAN/INVESCO
          MARK OF INVESCO PLC                   FOREIGN SECTOR PORTFOLIO MANAGER
       
This material must be preceded or accompanied by the Fund's current prospectus. 
Foreign securities involve special risks described in the prospectus that should
be considered carefully before investing. 

                                        6

<PAGE>

WRL SERIES FUND, INC.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO 
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
December 31, 1996

                                                     PRINCIPAL       MARKET
                                                       AMOUNT        VALUE
                                                    -----------    ---------

U.S GOVERNMENT OBLIGATIONS (21.33%)

 U.S. Treasury Notes
      6.63%, due 06/30/01 ....................   $   735,000   $   746,628
 U.S. Treasury Notes
     7.25%, due 08/15/04 .....................       290,000       305,178
 U.S. Treasury Notes
     5.88%, due 02/15/04 .....................       450,000       438,084
                                                               -----------
 Total U.S Government Obligations
 (cost: $1,481,001) ........................................     1,489,890
                                                               -----------
ASSET-BACKED SECURITIES (0.94%)

 General Motors Acceptance Corporation
     6.75%, due 03/15/03 .....................        66,000        65,753
                                                               -----------
 Total Asset-Backed Securities
     (cost: $64,614) .......................................        65,753
                                                               -----------
CORPORATE DEBT SECURITIES (5.98%)

  COMMERCIAL BANKS (3.81%)

 Hitachi Credit Corp.
     6.63%, due 11/19/01 .....................       200,000       200,750
 NationsBank Corporation
     7.00%, due 05/15/03 .....................        65,000        65,569

  FINANCE (2.17%)

 Commercial Credit Company
     6.13%, due 12/01/05 .....................       160,000       151,200
                                                               -----------
 Total Corporate Debt Securities
    (cost: $414,328) .......................................  $    417,519
                                                               -----------

                                                     NUMBER OF      MARKET
                                                       SHARES        VALUE
                                                    -----------    ---------
PREFERRED STOCKS (1.05%)

  COMPUTER & DATA PROCESSING (1.05%)
 
 SAP AG -Vorzug ..............................           525  $     73,400
                                                               -----------
 Total Preferred Stock
 (cost: $79,779) ...........................................        73,400
                                                               -----------
COMMON STOCKS (61.39%)

  AEROSPACE (0.45%)

 Mitsubishi Heavy Industries, Ltd. ...........         4,000        31,771

  AGRICULTURE (1.04%)

 Dole Food Company ...........................         2,150        72,831

COMMON STOCKS (CONTINUED)

  APPAREL & ACCESSORY STORES (0.77%)

 Gucci Group .................................           800   $    53,797

  AUTOMOTIVE (1.46%)

 Bayerische Motoren Werke AG .................           105        73,264
 Honda Motor Company, Ltd. ...................         1,000        28,576

  BEER, WINE, & DISTILLED BEVERAGES (0.59%)

 Asahi Breweries .............................         4,000        41,440

  CHEMICALS & ALLIED PRODUCTS (2.70%)

 Bayer AG ....................................         1,980        80,858
 Hoechst AG ..................................         1,460        69,022
 Mitsubishi Chemical Corp. (a) ...............        12,000        38,850

  COMMERCIAL BANKS (0.80%)

 Sanwa Bank Ltd. .............................         2,000        27,281
 Sumitomo Trust & Bank .......................         2,000        28,835

  COMMUNICATION (1.45%)

 US West, Inc. (a) ...........................         5,460       101,010

  COMMUNICATIONS EQUIPMENT (1.30%)

 Lucent Technologies, Inc. ...................         1,380        63,825
 Tadiran Telecommunications Ltd. .............         1,200        26,850

  COMPUTER & DATA PROCESSING SERVICE (0.19%)

 Bay Networks, Inc. (a) ......................           630        13,151

  COMPUTER & OFFICE EQUIPMENT (0.87%)

 Cisco Systems, Inc. (a) .....................           540        34,358
 Sterling Commerce, Inc. (a) .................           750        26,438

  CONSTRUCTION (0.55%)

 Daiwa House Industry Co., Ltd. (a) ..........         3,000        38,591

  DEPARTMENT STORES (0.52%)

 Takashimaya Co. .............................         3,000        36,001

  ELECTRICAL GOODS (0.53%)

 Motorola, Inc. ..............................           600        36,825

  ELECTRONIC COMPONENTS & ACCESSORIES (3.31%)

 Atmel Corporation (a) .......................           790        26,169
 Fujitsu Ltd. ................................         5,000        46,620
 Intel Corporation ...........................           840       109,988
 Lattice Semiconductor Corporation (a)........         1,060        48,760

                     See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                        7
<PAGE>
WRL SERIES FUND, INC.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1996

                                                     NUMBER OF      MARKET
                                                       SHARES        VALUE
                                                    -----------    ---------
COMMON STOCKS (CONTINUED)

  ELECTRONIC & OTHER ELECTRIC EQUIPMENT (1.92%)

 Hirose Electric Co. .........................           900   $    52,137
 Sharp Corporation ...........................         3,000        42,735
 Sony Corporation ............................           600        39,316

  FABRICATED METAL PRODUCTS (1.16%)

 Mitsubishi Materials Corp. ..................        11,000        44,444
 NSK Ltd. ....................................         6,000        36,364

  FINANCE (1.07%)

 Nikko Securities Company Ltd. (a) ...........         5,000        37,296
 Orix Corp. ..................................           900        37,451

  FOOD & KINDRED PRODUCTS (1.59%)

 Heinz (H.J.) Company ........................         1,475        52,731
 Ralston-Ralston Purina Group ................           800        58,700

  HEALTH SERVICES (5.61%)

 Columbia/HCA Healthcare Corporation .........         2,300        93,725
 Falck A/S ...................................           450       134,499
 Oxford Health Plans, Inc. (a) ...............         2,800       163,975

  HOLDING & OTHER INVESTMENT OFFICES (10.41%)

 Bay Apartment Communities, Inc. .............         4,580       164,880
 Beacon Properties Corporation ...............         4,300       157,488
 Gables Residential Trust ....................         5,090       147,610
 Public Storage, Inc. ........................         4,020       124,620
 Starwood Lodging Trust ......................         2,415       133,127

  INSTRUMENTS & RELATED PRODUCTS (0.41%)

 KLA Instruments Corporation (a) .............           810        28,755

  INSURANCE (0.46%)

 Dai-Tokyo Fire & Marine
   Insurance Co. .............................         6,000        31,857

  MACHINERY, EQUIPMENT & SUPPLIES (0.64%)

 Daikin Industries Ltd. ......................         5,000        44,462

  MANUFACTURING INDUSTRIES (1.63%)

 Bulgari SpA .................................         4,600        93,456
 Sega Enterprises ............................           600        20,202

  MEDICAL INSTRUMENTS & SUPPLIES (1.60%)

 Coloplast A/S-Class B .......................           980       111,505

  METAL CANS & SHIPPING CONTAINERS (1.99%)

 Crown Cork & Seal Company, Inc. .............         2,555       138,928

  OIL & GAS EXTRACTION (1.40%)

 Ente Nazionale Idrocarburi SpA ..............        19,000        97,795

  PHARMACEUTICALS (1.73%)

 Novo Nordisk A/S ............................           640       120,642

  PRIMARY METAL INDUSTRIES (0.49%)

 Kawasaki Steel ..............................        12,000        34,499

  PRINTING & PUBLISHING (1.47%)

 A.H. Belo Corporation -Class A ..............         2,950       102,881

  RADIO & TELEVISION BROADCAST (1.17%)

 Emmis Broadcasting Corporation (a) ..........         2,500        81,875

  REAL ESTATE (0.43%)

 Mitsui Fudosan ..............................         3,000        30,044

  RESTAURANTS (3.36%)

 Cracker Barrel Old Country Store, Inc. ......         2,540        64,453
 Lone Star Steakhouse & Saloon (a) ...........         2,350        62,863
 McDonald's Corporation ......................         2,370       107,243

  RUBBER & MISC. PLASTIC PRODUCTS (0.94%)

 Adidas AG ...................................           760        65,730

  STONE, CLAY & GLASS PRODUCTS (1.22%)

 Owens-Illinois, Inc. (a) ....................         3,750        85,313

  TELECOMMUNICATIONS (2.20%)

 Newbridge Networks Corporation (a) ..........           600        16,950
 Nippon Telegraph & Telephone Corp. ..........             4        30,320
 Telecom Italia Mobile SpA ...................        42,000       106,524

  TEXTILE MILL PRODUCTS (0.27%)

 Toray Industries, Inc. ......................         3,000        18,519

  TRUCKING & WAREHOUSING (0.59%)

 Nippon Express Co. ..........................         6,000        41,129

  WHOLESALE TRADE DURABLE GOODS (1.10%)

 Canon Sales Co. .............................         2,000        44,548
 Itochu Corp. ................................         6,000        32,219
                                                               -----------
 Total Common Stocks
 (cost: $4,024,742) ........................................     4,288,921
                                                               -----------
 Total Investment Securities
 (cost: $6,064,464) ........................................   $ 6,335,483
                                                               ===========

                     See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                        8

<PAGE>
WRL SERIES FUND, INC.
MERIDIAN/INVESCO GLOBAL SECTOR PORTFOLIO
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1996


SUMMARY 

Investments at value .........................         90.69%   $ 6,335,483
Other Assets in
  Excess of Liabilities ......................          9.31%       650,592
                                                  ----------    -----------
Net Assets ...................................        100.00%   $ 6,986,075
                                                  ==========    ===========

INVESTMENTS BY COUNTRY 

 Size of investment is indicated as a percentage of total portfolio net 
   assets. 

                                                    MARKET
                                                    VALUE       PERCENTAGE
                                                 -----------   ------------
Denmark .....................................    $   366,647           5.25%
Germany .....................................        362,275           5.19%
Netherlands .................................         53,797           0.77%
Italy .......................................        297,775           4.26%
Japan .......................................        935,509          13.39%
United States ...............................      4,970,072          71.14%
                                                 -----------    -----------
                                                 $ 6,986,075         100.00%
                                                 ===========    ===========

NOTES TO SCHEDULE OF INVESTMENTS:

(a) No income dividends were paid during the preceding twelve months.

                     See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                        9
<PAGE>
WRL SERIES FIND, INC.
MERIDIAN/INVESCO US SECTOR PORTFOLIO 
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
December 31, 1996

                                                      NUMBER OF     MARKET 
                                                       SHARES        VALUE 
                                                    ------------ ------------
COMMON STOCKS (81.05%)

  AIR TRANSPORTATION (4.01%)

 Alaska Air Group, Inc. (a) ..................           900   $    18,900
 Midwest Express Holdings, Inc. (a) ..........           600        21,600
 UAL Corporation (a) .........................           700        43,750

  AMUSEMENT & RECREATION SERVICE (0.44%)

 Gaylord Entertainment Company ...............           400         9,150

  BUSINESS SERVICES (1.74%)

 Omnicom Group, Inc. .........................           800        36,600

  COMMUNICATION (0.29%)

 Comcast Corporation .........................           347         6,181

  COMMUNICATIONS EQUIPMENT (4.01%)

 ADC Telecommunications, Inc. (a) ............           900        28,012
 Northern Telecom Limited ....................           400        24,750
 Octel Communications
   Corporation (a) ...........................           300         5,250
 P-COM, Inc. (a) .............................           200         5,925
 Tadiran Telecommunications Ltd. .............           700        15,662
 Voice Control Systems, Inc. (a) .............           600         4,725

  COMPUTER & DATA PROCESSING SERVICE (4.37%)

 Cadence Design Systems, Inc. (a) ............           500        19,875
 EPIC Design Technology, Inc. (a) ............           100         2,500
 HBO & Company ...............................           500        29,687
 Netscape Communications Corporation (a) .....           700        39,812

  DEPARTMENT STORES (1.12%)

 TJX Companies, Inc. .........................           500        23,687

  ELECTRICAL GOODS (1.46%)

 Motorola, Inc. ..............................           500        30,687

  ELECTRONIC COMPONENTS & ACCESSORIES (4.98%)

 Analog Devices, Inc. (a) ....................           700        23,712
 Intel Corporation ...........................           300        39,281
 Lattice Semiconductor Corporation (a) .......           300        13,800
 Linear Technology Corporation ...............           200         8,775
 Texas Instruments, Inc. .....................           300        19,125

  ELECTRONIC & OTHER ELECTRIC EQUIPMENT (1.32%)

 Harman International Industries, Inc. .......           500        27,812

  FOOD & KINDRED PRODUCTS (5.82%)

 General Mills, Inc. .........................           200        12,675
 H.J. Heinz Company ..........................           900        32,175
 Kellogg Company .............................           600        39,375
 Quaker Oats Company .........................         1,000        38,125

  HEALTH SERVICES (2.75%)

 Columbia/HCA Healthcare Corporation .........           700        28,525
 Oxford Health Plans, Inc. (a) ...............           500        29,281

  HOTELS & OTHER LODGING PLACES (1.15%)

 Circus Circus Enterprises (a) ...............           700        24,062

  INSTRUMENTS & RELATED PRODUCTS (0.51%)

 KLA Instruments Corporation (a) .............           300        10,650

  LUMBER & OTHER BUILDING MATERIALS (1.19%)

 Home Depot, Inc. ............................           500        25,063

  MANUFACTURING INDUSTRIES (2.10%)

 K2, Inc. ....................................         1,600        44,000

  METAL CANS & SHIPPPING CONTAINERS (2.07%)

 Crown Cork & Seal Company, Inc. .............           800        43,500

  MOTION PICTURES (2.62%)

 News Corporation Limited ....................         1,400        24,675
 News Corporation Limited -ADR ...............           600        12,525
 Time Warner, Inc. ...........................           475        17,813

  PAPER & ALLIED PRODUCTS (1.39%)

 Sealed Air Corporation (a) ..................           700        29,138

  PAPER & PAPER PRODUCTS (1.27%)

 Caraustar Industries, Inc. ..................           800        26,600

  PAPERBOARD CONTAINERS AND BOXES (1.55%)

 Temple-Inland, Inc. .........................           600        32,475

  PHARMACEUTICALS (4.04%)

 Eli Lilly & Company .........................           300        21,900
 Merck & Company, Inc. .......................           300        23,775
 Pfizer, Inc. (a) ............................           200        16,575
 Warner - Lambert Company ....................           300        22,500

                     See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                       10
<PAGE>
WRL SERIES FUND, INC.
MERIDIAN/INVESCO US SECTOR PORTFOLIO
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1996


                                                      NUMBER OF      MARKET 
                                                        SHARES        VALUE 
                                                     ------------ ------------
COMMON STOCKS (CONTINUED)

  PRINTING & PUBLISHING (3.02%)

 American Greetings Corporation ..............         1,000     $  28,375
 A.H. Belo Corporation .......................           300        10,463
 E.W. Scripps Company ........................           700        24,500

  RESEARCH & TESTING SERVICES (1.26%)

 Quintiles Transnational
   Corporation (a) ...........................           400        26,500

  RESTAURANTS (5.96%)

 Cracker Barrel Old Country Store, Inc. ......         2,000        50,750
 Lone Star Steakhouse & Saloon (a) ...........           500        13,375
 McDonald's Corporation ......................           900        40,725
 Papa John's International, Inc. (a) .........           600        20,250

  RETAIL TRADE (3.65%)

 Price/Costco, Inc. (a) ......................         1,500        37,688
 Toys "R" Us, Inc. (a) .......................         1,300        39,000

  STONE, CLAY & GLASS PRODUCTS (0.87%)

 Owens-Illinois, Inc. (a) ....................           800        18,200

  TELECOMMUNICATIONS (8.08%)

 Ameritech Corporation .......................           600        36,375
 Frontier Corporation ........................           900        20,363
 Mfs Communications Company, Inc.(a) .........           700        38,150
 SBC Communications, Inc. ....................           600        31,050
 Sprint Corporation ..........................         1,100        43,863

  TRANSPORTATION & PUBLIC UTILITIES (0.80%)

 Sabre Group Holdings Inc. (a) ...............           600        16,725

  WATER TRANSPORTATION (1.89%)

 Carnival Corporation ........................         1,200        39,600

  WHOLESALE TRADE DURABLE GOODS (2.09%)

 Johnson & Johnson ...........................           300        14,925
 Omnicare, Inc. ..............................           900        28,913

  WHOLESALE TRADE NONDURABLE GOODS (3.23%)

 Richfood Holdings, Inc. .....................           450        10,913
 Supervalu, Inc. .............................         1,200        34,050
 Sysco Corporation ...........................           700        22,838
                                                               -----------
 Total Common Stocks
 (cost: $1,593,888) ........................................     1,702,256
                                                               -----------
 Total Investment Securities
    (cost: $1,593,888) .....................................   $ 1,702,256
                                                               ===========

SUMMARY

 Investments at value ........................         81.05%   $ 1,702,256
 Other Assets in
   Excess of Liabilities .....................         18.95%       397,930
                                                 -----------    -----------
   Net Assets ................................        100.00%   $ 2,100,186
                                                 ===========    ===========

NOTES TO SCHEDULE OF INVESTMENTS: 

(a)  No income dividends were paid during the preceding twelve months. 
ADR  American Depository Receipt.

                      See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                       11
<PAGE>
WRL SERIES FUND, INC.
MERIDIAN/INVESCO FOREIGN SECTOR PORTFOLIO 
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS
December 31, 1996

                                                      NUMBER OF       MARKET 
                                                        SHARES         VALUE 
                                                     ------------ -------------
PREFERRED STOCKS (1.70%)

  COMPUTER & DATA PROCESSING SERVICE (1.70%)

 SAP AG -Vorzug ..............................           180      $    25,166
                                                                  -----------
 Total Preferred Stocks
 (cost: $23,963) ...........................................           25,166
                                                                  -----------
COMMON STOCKS (89.42%)

  AEROSPACE (1.08%)

 Mitsubishi Heavy Industries Ltd. ............         2,000           15,885

  APPAREL PRODUCTS (0.88%)

 Burton Group plc ............................         4,870           13,005

  APPAREL & ACCESSORY STORES (0.91%)

 Gucci Group .................................           200           13,449

  AUTOMOTIVE (2.83%)

 Bayerische Motoren Werke AG .................            60           41,865

  BEER, WINE, & DISTILLED BEVERAGES (2.28%)

 Asahi Breweries .............................         1,000           10,360
 Bass PLC ....................................         1,660           23,329

  CHEMICALS & ALLIED PRODUCTS (6.06%)

 Bayer AG ....................................         1,180           48,188
 Hoechst AG (a) ..............................           670           31,674
 Mitsubishi Chemical Corp. ...................         3,000            9,713

  COMMERCIAL BANKS (9.89%)

 Banco Bilbao Vizcaya, S.A ...................           970           52,358
 Bank of East Asia, Ltd. .....................         4,000           17,792
 Kredietbank NV ..............................           190           62,303
 Sanwa Bank Ltd. .............................         1,000           13,641

  CONSTRUCTION (1.89%)

 Daiwa House Industry Co., Ltd. (a) ..........         1,000           12,864
 Dong-Ah Construction Industrial
   Company EDR (a) ...........................         1,400           14,980

  DEPARTMENT STORES (0.81%)

 Takashimaya Co. .............................         1,000           12,000

  ELECTRIC, GAS & SANITARY SERVICES (1.25%)

 Korea Electric Power Corporation
   - sponsored ADR ...........................           900           18,450

  ELECTRONIC COMPONENTS & ACCESSORIES (1.28%)

 Toshiba Corporation .........................         3,000           18,855

  ELECTRONIC & OTHER ELECTRIC EQUIPMENT (3.04%)

 Samsung Electronics GDR 144A (a) (b) ........           600           11,070
 Sharp Corporation ...........................         1,000           14,245
 Sony Corporation ............................           300           19,658

  FABRICATED METAL PRODUCTS (2.60%)

 Mitsubishi Materials Corp. ..................         5,000           20,202
 NSK Ltd. ....................................         3,000           18,182

  FINANCE (5.53%)

 Lloyds TSB Group plc ........................         3,406           25,100
 Nikko Securities Company Ltd. ...............         2,000           14,918
 Orix Corp. ..................................         1,000           41,613

  FOOD STORES (7.09%)

 Carrefour SA (a) ............................            30           19,537
 Centros Comerciales Pryca, SA ...............         1,120           23,716
 Delhaize-Le Lion, SA ........................         1,035           61,514

  HOLDING & OTHER INVESTMENT OFFICES (1.60%)

 Hutchison Whampoa Limited ...................         3,000           23,565

  INDUSTRIAL MACHINERY & EQUIPMENT (0.99%)

 Siebe plc ...................................           787           14,604

  INSTRUMENTS & RELATED PRODUCTS (2.45%)

 Safilo S.p.A ................................         2,100           36,217

  INSURANCE (1.51%)

 AXA - UAP ...................................           350           22,280

  MANUFACTURING INDUSTRIES (9.46%)

 Barco Industries nv (a) .....................           340           58,746
 Bulgari S.p.A ...............................         2,300           46,728
 Christian Dior SA ...........................           120           19,375
 Societe BIC SA (a) ..........................           100           15,008

  MEDICAL INSTRUMENTS & SUPPLIES (3.08%)

 Coloplast A/S Class B .......................           400           45,512

  OIL & GAS EXTRACTION (0.84%)

 Shell Transport & Trading ...................           720           12,436

  PHARMACEUTICALS (4.28%)

 Novo Nordisk A/S ............................           335           63,149

  PRIMARY METAL INDUSTRIES (0.78%)

 Kawasaki Steel ..............................         4,000           11,500

                      See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                       13

<PAGE>
WRL SERIES FUND, INC.
MERIDIAN/INVESCO FOREIGN SECTOR PORTFOLIO
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS (CONTINUED)
December 31, 1996

                                                      NUMBER OF      MARKET 
                                                       SHARES        VALUE 
                                                    ------------ -------------
COMMON STOCKS (CONTINUED)

  RADIO & TELEVISION BROADCASTING (2.29%)

 Compagnie Luxembourgeoise pour
   l'Audio-Visuel et la Finance ..............           720    $    33,825

  RAILROADS (0.84%)

 Guangshen Railway Company Limited ADR (a) ...           600         12,375

  REAL ESTATE (2.48%)

 Cheung Kong (Holdings) Ltd. .................         3,000         26,668
 Mitsui Fudosan Co., Ltd. ....................         1,000         10,015

  RUBBER & MISC. PLASTIC PRODUCTS (1.76%)

 Adidas AG ...................................           300         25,946

  TELECOMMUNICATIONS (3.26%)

 Telecom Italia Mobile SpA ...................        19,000         48,189

  TEXTILE MILL PRODUCTS (0.84%)

 Toray Industries, Inc. ......................         2,000         12,346

  TRANSPORTATION & PUBLIC UTILITIES (3.52%)

 Empresa Nacional de Electricidad, S.A .......           730         51,937

  TRUCKING & WAREHOUSING (0.93%)

 Nippon Express Co., Ltd. ....................         2,000         13,710

  WHOLESALE TRADE DURABLE GOODS (1.09%)

 Itochu Corporation ..........................         3,000         16,110
                                                                -----------
 Total Common Stocks
    (cost: $1,293,421) ......................................     1,320,707
                                                                -----------
 Total Investment Securities
    (cost: $1,317,384) ......................................   $ 1,345,873
                                                                ===========
SUMMARY
 Investments at value ........................         91.12%   $ 1,345,873
 Other Assets in
   Excess of Liabilities .....................          8.88%       131,201
                                                 -----------    -----------
 Net Assets ..................................        100.00%   $ 1,477,074
                                                 ===========    ===========

INVESTMENTS BY COUNTRY 
 Size of investment is indicated as a percentage of total portfolio net 
   assets. 

                                                  MARKET VALUE    PERCENTAGE
                                                 -------------  -------------

Belgium ......................................   $   216,388          14.65%
Denmark ......................................       108,661           7.36%
France .......................................        76,200           5.16%
Germany ......................................       172,840          11.70%
Hong Kong ....................................        68,024           4.61%
Italy ........................................       131,134           8.88%
Japan ........................................       285,816          19.35%
Netherlands ..................................        13,449           0.91%
Spain ........................................       128,012           8.67%
United Kingdom ...............................        88,474           5.99%
United States ................................       188,076          12.72%
                                                 -----------    -----------
                                                 $ 1,477,074         100.00%
                                                 ===========    ===========

NOTES TO SCHEDULE OF INVESTMENTS:
 
(a)  No income dividends were paid during the preceding twelve months. 
(b)  Securities are registered pursuant to rule 144A and may be deemed to be 
     restricted for resale. 
ADR  American Depository Receipt 
GDR  Global Depository Receipt 
EDR  European Depository Receipt 

                      See notes to schedule of investments.
   The notes to the financial statements are an integral part of this report.

                                       13
<PAGE>
WRL SERIES FUND, INC. 
STATEMENTS OF ASSETS AND LIABILITIES 
At December 31, 1996 
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            MERIDIAN/INVESCO    MERIDIAN/INVESCO   MERIDIAN/INVESCO
                                                             GLOBAL SECTOR         US SECTOR        FOREIGN SECTOR
                                                               PORTFOLIO           PORTFOLIO           PORTFOLIO
<S>                                                            <C>                 <C>                 <C>
ASSETS:
 Investments in securities, at cost ...................        $ 6,064,464         $ 1,593,888         $ 1,317,384
                                                               ===========         ===========         ===========
 Investments in securities, at market value ...........        $ 6,335,483         $ 1,702,256         $ 1,345,873
 Short-term securities, at amortized cost .............                  0                   0                   0
 Cash .................................................            612,319             403,024             139,692
 Cash collateral for securities on loan ...............                  0                   0                   0
 Receivables:
  Securities sold .....................................             24,975                   0                   0
  Interest ............................................             23,258               1,177                 465
  Dividends ...........................................              7,026               1,908                 759
  Foreign receivable ..................................                203                   5                 641
  Foreign currency contracts ..........................                  0                   0                   0
  Other ...............................................                  0                   0                   0
                                                               -----------         -----------         -----------
   Total assets .......................................          7,003,264           2,108,370           1,487,430
                                                               -----------         -----------         -----------
LIABILITIES:
 Securities purchased .................................                  0                   0                   0
 Accounts payable and accrued liabilities:
  Investment advisory fees ............................              6,276               1,760               1,371
  Due to custodian ....................................                  0                   0                   0
  Dividends to shareholders ...........................                  0                   0                   0
  Deposits for securities on loan .....................                  0                   0                   0
  Foreign currency contracts ..........................                  0                   0                   0
  Other fees ..........................................             10,913               6,424               8,985
                                                               -----------         -----------         -----------
   Total liabilities ..................................             17,189               8,184              10,356
                                                               -----------         -----------         -----------
    Total net assets ..................................        $ 6,986,075         $ 2,100,186         $ 1,477,074
                                                               ===========         ===========         ===========
NET ASSETS:
 Capital stock shares authorized ......................         75,000,000          75,000,000          75,000,000
                                                               ===========         ===========         ===========
 Capital stock ($.01 par value) .......................        $     6,622         $     2,015         $     1,456
 Additional paid-in-capital ...........................          6,679,338           1,999,155           1,437,116
 Accumulated undistributed net investment income (loss)             13,476                   0                   0
 Accumulated undistributed net realized gain (loss) on:
  Investment and foreign currency transactions ........             15,624              (9,352)             10,000
 Net unrealized appreciation (depreciation) on:
  Investment securities ...............................            271,019             108,368              28,489
  Foreign currency transactions .......................                 (4)                  0                  13
                                                               -----------         -----------         -----------
 Net assets applicable to outstanding shares of capital        $ 6,986,075         $ 2,100,186         $ 1,477,074
                                                               ===========         ===========         ===========
 Shares outstanding at December 31, 1996 ..............            662,187             201,453             145,618
                                                               ===========         ===========         ===========
 Net asset value per share ............................        $     10.55         $     10.43         $     10.14
                                                               ===========         ===========         ===========
</TABLE>

The notes to the financial statements are an integral part of this report. 

                                       14

<PAGE>
WRL SERIES FUND, INC. 
STATEMENTS OF OPERATIONS 
For the period ended December 31, 1996 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            MERIDIAN/INVESCO  MERIDIAN/INVESCO  MERIDIAN/INVESCO
                                                              GLOBAL SECTOR       US SECTOR      FOREIGN SECTOR
                                                               PORTFOLIO(A)      PORTFOLIO(A)      PORTFOLIO(A)
<S>                                                              <C>              <C>              <C>
INVESTMENT INCOME:
 Interest ...............................................        $ 57,042         $  4,657         $  4,361
 Dividends ..............................................          24,188            5,957            8,990
 Foreign tax withheld ...................................            (543)             (95)          (1,059)
                                                                 --------         --------         --------
  Total investment income ...............................          80,687           10,519           12,292
                                                                 --------         --------         --------
EXPENSES:
 Investment advisory fees ...............................          26,485            6,446            8,289
 Printing and shareholder reports .......................           1,711              120                0
 Custody fees ...........................................          26,048           19,766           24,078
 Legal fees .............................................              51                2                0
 Auditing and accounting fees ...........................           3,000            3,000            3,000
 Directors fees .........................................              19                1                0
 Registration fees ......................................              14                6                5
 Other fees .............................................             565               40                0
                                                                 --------         --------         --------
  Total expenses ........................................          57,893           29,381           35,372
 Less:
  Advisory fee waiver and expense reimbursement .........               0                0                0
  Fees paid indirectly ..................................               0                0                0
                                                                 --------         --------         --------
   Net expenses .........................................          57,893           29,381           35,372
                                                                 --------         --------         --------
 Net investment income (loss) ...........................          22,794          (18,862)         (23,080)
                                                                 --------         --------         --------
 Net realized gain (loss) on:
  Investment securities .................................          39,864           (9,352)          38,366
  Foreign currency transactions .........................           2,540                0           (2,160)
                                                                 --------         --------         --------
    Total net realized gain (loss) ......................          42,404           (9,352)          36,206
                                                                 --------         --------         --------
 Change in unrealized appreciation (depreciation) on:
     Investment securities ..............................         271,019          108,368           28,489
  Foreign currency transactions .........................              (4)               0               13
                                                                 --------         --------         --------
   Total change in unrealized appreciation (depreciation)         271,015          108,368           28,502
                                                                 --------         --------         --------
  Net gain (loss) on investments ........................         313,419           99,016           64,708
                                                                 --------         --------         --------
   Net increase (decrease) in net assets
     resulting from operations ..........................        $336,213         $ 80,154         $ 41,628
                                                                 ========         ========         ========
</TABLE>

(a) The inception of this portfolio was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       15

<PAGE>
WRL SERIES FUND, INC. 
STATEMENTS OF CHANGES IN NET ASSETS 
For the period ended 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      MERIDIAN/INVESCO   MERIDIAN/INVESCO   MERIDIAN/INVESCO 
                                                                        GLOBAL SECTOR       US SECTOR        FOREIGN SECTOR 
                                                                         DECEMBER 31       DECEMBER 31        DECEMBER 31 
                                                                     -----------------  -----------------  -----------------
                                                                           1996(a)           1996(a)             1996(a) 
                                                                     -----------------  -----------------  -----------------
<S>                                                                     <C>                 <C>                <C>
OPERATIONS:
 Net investment income (loss) ..................................        $    22,794         $  (18,862)        $  (23,080)
 Net realized gain (loss) on investments and
   foreign currency transactions ...............................             42,404             (9,352)            36,206
 Change in unrealized appreciation (depreciation) on investments
   and foreign currency transactions ...........................            271,015            108,368             28,502
                                                                        -----------         ----------         ----------
 Net increase (decrease) in net assets resulting from operations            336,213             80,154             41,628
                                                                        -----------         ----------         ----------
DISTRIBUTION TO SHAREHOLDERS:
 Net investment income .........................................            (11,859)                 0                  0
 In excess of net investment income ............................                  0                  0                  0
 Net realized gains ............................................            (24,239)                 0            (28,366)
 In excess of net realized gains ...............................                  0                  0                  0
                                                                        -----------         ----------         ----------
  Total distributions ..........................................            (36,098)                 0            (28,366)
                                                                        -----------         ----------         ----------
CAPITAL SHARE TRANSACTIONS:
 Net proceeds from sales of shares .............................          7,998,720          2,024,608          1,442,105
 Dividends and distributions reinvested ........................             36,098                  0             28,366
 Cost of shares repurchased ....................................         (1,348,858)            (4,576)            (6,659)
                                                                        -----------         ----------         ----------
  Increase (decrease) in net assets from
    capital share transactions .................................          6,685,960          2,020,032          1,463,812
                                                                        -----------         ----------         ----------
 Net increase (decrease) in net assets .........................          6,986,075          2,100,186          1,477,074
NET ASSETS:
 Beginning of period ...........................................                  0                  0                  0
                                                                        -----------         ----------         ----------
 End of period .................................................        $ 6,986,075         $2,100,186         $1,477,074
                                                                        ===========         ==========         ==========
  Undistributed net investment income ..........................        $    13,476         $        0         $        0
                                                                        ===========         ==========         ==========
SHARE ACTIVITY:
 Shares outstanding--beginning of period .......................                  0                  0                  0
                                                                        -----------         ----------         ----------
 Shares issued .................................................            788,163            201,911            143,376
 Shares issued--reinvestment of dividends and distributions ....              3,424                  0              2,823
 Shares redeemed ...............................................           (129,400)              (458)              (581)
                                                                        -----------         ----------         ----------
 Increase (decrease) in shares outstanding .....................            662,187            201,453            145,618
                                                                        -----------         ----------         ----------
 Shares outstanding--end of period .............................            662,187            201,453            145,618
                                                                        ===========         ==========         ==========
</TABLE>

(a) The inception of this portfolio was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       16

<PAGE>
WRL SERIES FUND, INC. 
FINANCIAL HIGHLIGHTS* 
For the period ended 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                       MERIDIAN/INVESCO      MERIDIAN/INVESCO       MERIDIAN/INVESCO 
                                                  GLOBAL SECTOR PORTFOLIO  US SECTOR PORTFOLIO   FOREIGN SECTOR PORTFOLIO 
                                                         DECEMBER 31            DECEMBER 31           DECEMBER 31 
                                                 ------------------------  -------------------   ------------------------
                                                           1996(c)                1996(c)                1996(c) 
                                                           -------                -------                -------
<S>                                                        <C>                    <C>                    <C>
Net asset value, beginning of period ............          $10.00                 $10.00                 $10.00
 Income from operations:
     Net investment income (loss) ...............            0.06                  (0.21)                 (0.20)
  Net realized and unrealized gain (loss)
    on investments ..............................            0.55                   0.64                   0.54
                                                           ------                 ------                 ------

   Total income (loss) from operations ..........            0.61                   0.43                   0.34
                                                           ------                 ------                 ------

Distributions:
  Dividends from net investment income ..........           (0.02)                  0.00                   0.00
  Dividends in excess of net investment income ..            0.00                   0.00                   0.00
  Distributions from net realized gains
    on investments ..............................           (0.04)                  0.00                  (0.20)
  Distributions in excess of net realized gains
    on investments ..............................            0.00                   0.00                   0.00
                                                           ------                 ------                 ------

   Total distributions ..........................           (0.06)                  0.00                  (0.20)
                                                           ------                 ------                 ------

Net asset value, end of period ..................          $10.55                 $10.43                 $10.14
                                                           ======                 ======                 ======

Total return (a) ................................            6.08%                  4.25%                  3.44%

Ratios and supplemental data:
 Net assets at end of period (in thousands) .....          $6,986                 $2,100                 $1,477
 Ratio of expenses to average net assets (b) ....            2.37%                  4.76%                  4.68%
 Ratio of net investment income (loss) to average
   net assets (b) ...............................            0.62%                 (2.04%)                (2.03%)
 Ratio of commissions paid to number of shares ..            3.13%                  5.55%                  6.43%
 Portfolio turnover rate (a) ....................           27.58%                 55.61%                 28.08%
</TABLE>

*   The above table illustrates the change for a share outstanding computed 
    using average shares outstanding throughout each period. See Note 5. 

(a) For periods less than one year the total return and portfolio turnover 
    are not annualized. 
(b) For periods less than one year the ratio of expenses to average net 
    assets and the ratio of net investment income to average net assets are 
    annualized. 
(c) The inception of this portfolio was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       17

<PAGE>

WRL SERIES FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DECEMBER 31, 1996

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING 
        POLICIES 

   The WRL Series Fund, Inc., (the "Fund") is a diversified, open-end, 
investment management company registered under the Investment Company Act of
1940, as amended. The Fund was incorporated on August 21, 1985, as a Maryland
corporation and commenced operations on October 2, 1986.

   The Fund consists of a series of investment Portfolios, including the 
Meridian/INVESCO Global Sector Portfolio, the Meridian/INVESCO US Sector 
Portfolio, and the Meridian/INVESCO Foreign Sector Portfolio (the 
"Portfolios"). Shares of the Portfolios are sold to the WRL Series Annuity 
Account (the "Annuity Account") of Western Reserve Life Assurance Co. of Ohio 
("WRL"), to fund benefits under the Meridian/INVESCO Sector Variable Annuity 
Contracts. The Separate Account contains three investment options referred to 
as sub-accounts, each of which upon instructions received from contract 
owners of Meridian/INVESCO Sector Variable Annuity Contracts, invests in a 
corresponding Meridian/INVESCO Sector Portfolio. 

   On May 1, 1996, WRL supplied seed capital as follows: 

PORTFOLIO                          CONTRIBUTION 
- ---------                          ------------
Meridian/INVESCO Global Sector      $ 1,000,000 
Meridian/INVESCO US Sector          $   500,000 
Meridian/INVESCO Foreign Sector     $ 1,000,000 

   The preparation of financial statements in accordance with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts and disclosures in the financial 
statements. Actual results could differ from these estimates. 

A. VALUATION OF INVESTMENTS 

   Securities held by the Portfolios are valued at market value, except for 
   short-term debt securities. Short-term debt securities maturing in 60 days 
   or less are valued on the amortized cost basis, which approximates market 
   value. Stocks are valued at the latest sale price on the last business day 
   of the fiscal period as reported by the principal securities exchange on 
   which the issue is traded or, if no sale is reported for a stock, the 
   latest bid price is used. Bonds are valued using prices quoted by a major 
   dealer in bonds which offers a pricing service. Certain pricing 
   methodologies, such as matrix pricing of bonds, may involve the use of 
   estimates and actual sales prices may differ. Securities for which 
   quotations may not be readily available are valued as determined in good 
   faith in accordance with procedures established by and under the general 
   supervision of the Fund's Board of Directors. 

   The value of foreign securities are translated into U.S. dollars using 
   foreign exchange spot rates. 

B. SECURITY TRANSACTIONS AND INVESTMENT INCOME 

   Security transactions are recorded on the trade date. Security gains and 
   losses are calculated on the first-in, first-out basis for both tax and 
   financial reporting purposes. Dividend income is recorded on the 
   ex-dividend date, and interest income, including amortization of bond 
   premium and accretion of discount, is accrued daily. Dividend income on 
   foreign securities is recorded net of foreign tax expense. 

   The accounting records of the Fund are maintained in U.S. dollars. For 
   transactions denominated in a currency other than the U.S. dollar, 
   purchases and sales of securities, income received, and expenses paid are 
   translated into U.S. dollars at the foreign exchange spot rate on the date 
   the transaction is recorded. Currency gain and loss is also calculated on 
   payables and receivables that are denominated in foreign currencies. The 
   payables and receivables are generally related to security transactions 
   and income. 

   The unrealized gain or loss on forward foreign currency contracts is due 
   to the difference between the foreign exchange contract rate and the 
   foreign exchange forward rate applicable to that contract at the end of 
   the period. This gain or loss becomes realized when the contract is closed 
   or settled. 

   Futures contracts and options are valued based upon daily settlement 
   prices with the fluctuations in value recorded as unrealized gains and 
   losses. These gains and losses become realized when the position is 
   closed. The risks associated with the use of options and futures contracts 
   involve the possibilities of an illiquid market and an imperfect 
   correlation between the value of the instrument and the underlying 
   security. 

                                       18

<PAGE>
WRL SERIES FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 1 (CONTINUED)

C. FEDERAL INCOME TAXES 

   It is the Fund's policy to distribute substantially all of its taxable 
   income and capital gains to its shareholders and otherwise qualify as a 
   regulated investment company under the Internal Revenue Code. Pursuant to 
   Code Section 4982(f), regulated investment companies serving as funding 
   vehicles for life insurance company separate accounts are not subject to 
   excise tax distribution requirements. Accordingly, no provision for 
   Federal income taxes has been made. 

   Income distributions and capital gain distributions are determined in 
   accordance with income tax regulations, which may differ from generally 
   accepted accounting principles. These differences are primarily due to 
   differing treatments for such items as wash sales, foreign currency 
   transactions, net operating losses and capital loss carryforwards. 

   Reclassifications between undistributed net investment income (UNII) and 
   undistributed net realized capital gains (UNCG) were made to appropriately 
   conform financial accounting and tax treatment of dividend distributions. 
   Net investment income, net realized gains and net assets were not affected 
   by these reclassifications. The Portfolios and the amounts of the
   reclassifications are as follows:

    PORTFOLIO               UNII         UNCG 
    ---------               ----         ----
    Meridian/INVESCO 
     Global Sector        $ 2,541     $(2,541)
    Meridian/INVESCO 
     Foreign 
     Sector                (2,160)      2,160 

   In addition, reclassifications were made in the Meridian/INVESCO US Sector 
   and Meridian/INVESCO Foreign Sector Portfolios for $18,862 and $25,240, 
   respectively, between undistributed net investment income and additional 
   paid-in capital. 

D. DIVIDENDS AND DISTRIBUTIONS 

   Dividends of the Portfolios are typically declared and reinvested 
   semi-annually, while capital gain distributions are typically declared and 
   reinvested annually. Dividends and distributions of the Fund are generally 
   paid to and reinvested by the Separate Account on the next business day 
   after declaration. 

E. ORGANIZATION COSTS 

   All costs incurred in connection with the formation of the Fund and its 
   Portfolios were paid by WRL. 

F. EXPENSE OFFSET ARRANGEMENT 

   Fees paid indirectly, in the accompanying Statement of Operations, 
   represent reductions in custody expenses in lieu of interest income earned 
   on incidental uninvested cash balances. Such fees have been added to 
   custody fees to reflect total Fund expenses. 

NOTE 2--INVESTMENT ADVISORY AND TRANSACTIONS WITH AFFILIATES 

A. INVESTMENT ADVISORY 

   The Fund has entered into an annually renewable investment advisory 
   agreement for the Portfolios with WRL as investment adviser. The Fund pays 
   to WRL, and charges to each respective Portfolio, advisory fees each month 
   at the following annual rate expressed as a percentage of the average 
   daily net assets of the respective Portfolio: 

    PORTFOLIO                       PERCENT OF ASSETS 
    ---------                       -----------------
    Meridian/INVESCO 
     Global Sector                        1.10% 
    Meridian/INVESCO US 
     Sector                               1.10% 
    Meridian/INVESCO 
     Foreign Sector                       1.10% 

   Pursuant to the Meridian/INVESCO Sector Portfolio agreements, Meridian 
   Investment Management Corporation receives monthly compensation from the 
   investment adviser, as a percentage of the Portfolio's average daily net 
   assets, at an annual rate of 0.30% of the first $100 million of net assets 
   and 0.35% of net assets in excess of $100 million. For its services, 
   INVESCO Global Asset Management Limited receives monthly compensation from 
   the investment adviser, as a percentage of the Portfolio's average daily 
   net assets, at an annual rate of 0.40% of the first $100 million of net 
   assets and 0.35% of net assets in excess of $100 million. 

   The Portfolios are charged for expenses that specifically relate to their 
   individual operations. All other operating expenses of the Fund that are 
   not attributable to a specific portfolio are allocated based upon the 
   proportionate number of policy and contract owners of the underlying 
   sub-accounts. 

                                       19

<PAGE>

WRL SERIES FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 2 (CONTINUED)

   WRL directly incurs and pays these operating expenses relating to the 
   Fund, which subsequently reimburses WRL. 

   At a Special Meeting of Fund shareholders on December 16, 1996, a change 
   in investment adviser from WRL to WRL Investment Management, Inc. (WRL 
   Management) was approved, effective January 1, 1997. At the same meeting, 
   shareholders also approved new investment advisory agreements ("New 
   Advisory Agreements") between WRL Management and the Fund, on behalf of 
   each Portfolio. The terms of the New Advisory Agreements are substantially 
   the same as the terms of the current advisory agreements between WRL and 
   each Portfolio. At the same Special Meeting, Fund shareholders also 
   approved, effective January 1, 1997, new investment sub-advisory 
   agreements ("New Sub-Advisory Agreements") between the Fund, on behalf of 
   each Portfolio, and each respective sub-adviser for each Portfolio. The 
   terms of the New Sub-Advisory Agreements are substantially the same as the 
   terms of the current sub-advisory agreements. WRL Management is a direct, 
   wholly-owned subsidiary of WRL. 

B. AFFILIATES 

   WRL is an indirect wholly-owned subsidiary of AEGON USA, Inc., which is an 
   indirect wholly-owned subsidiary of AEGON nv, a Netherlands corporation. 

C. PLAN OF DISTRIBUTION 

   Effective January 1, 1997, the Fund has adopted a Plan of Distribution 
   pursuant to Rule 12b-1 under the Investment Company Act of 1940, as 
   amended ("Distribution Plan") and pursuant to the Plan, has entered into a 
   Distribution Agreement with InterSecurities, Inc. ("ISI"). 

   Under the Distribution Plan, the Fund, on behalf of the Portfolios, is 
   authorized to pay to various service providers, as direct payment for 
   expenses incurred in connection with the distribution of a Portfolio's 
   shares, amounts equal to actual expenses associated with distributing such 
   Portfolio's shares, up to a maximum rate of 0.15% on an annualized basis 
   of the average daily net assets. 

   ISI has determined that it will not seek payment by the Fund of 
   distribution expenses with respect to any Portfolio during the fiscal year 
   ending December 31, 1997. Prior to ISI seeking reimbursement, Contract 
   Owners will be notified in advance. 

D. DEFERRED COMPENSATION PLAN 

   Each eligible Director of the WRL Series Fund, Inc. who is not an officer 
   or affiliated person as defined under the Investment Company Act of 1940, 
   as amended, may elect to participate in the Deferred Compensation Plan for 
   Directors of the WRL Series Fund, Inc. (the "Plan"). Under the Plan, such 
   Directors may elect to defer payment of a percentage of their total fees 
   earned as a Director of the Fund. These deferred amounts may be invested 
   in any Portfolio of the IDEX Series Fund. Invested plan amounts are 
   included in other assets. The total liability for deferred compensation to 
   Directors under the Plan at December 31, 1996, is included in other 
   liabilities in the accompanying Statement of Assets and Liabilities. 

                                       20

<PAGE>
WRL SERIES FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 3--SECURITIES TRANSACTIONS 

   Securities transactions are summarized as follows: 

<TABLE>
<CAPTION>
                                                     MERIDIAN/INVESCO   MERIDIAN/INVESCO   MERIDIAN/INVESCO 
                                                      GLOBAL SECTOR        US SECTOR        FOREIGN SECTOR 
                                                        PORTFOLIO          PORTFOLIO           PORTFOLIO 
                                                    -----------------  -----------------   ----------------
<S>                                                 <C>                <C>                 <C>
For the period ended December 31, 1996: 
  Purchases of securities: 
  Long-term excluding U.S. Government ............      $ 4,941,216        $ 2,046,244        $ 1,582,095 
  U.S. Government securities .....................        1,987,236                  0                  0 
 Proceeds from maturities and sales of 
securities: 
  Long-term excluding U.S. Government ............          609,711            443,005            303,077 
  U.S. Government securities .....................          295,054                  0                  0 
</TABLE>

NOTE 4--FEDERAL INCOME TAX MATTERS 

   The income, expenses, gains and losses on security transactions attributed 
to each Portfolio for accounting purposes are attributed to that Portfolio 
for Federal income tax purposes. Gains and losses on forward currency 
contracts, if applicable, are treated as ordinary income for Federal income 
tax purposes pursuant to Section 988 of the Internal Revenue Code. 

   Each Portfolio has and will continue to comply with the provisions of the 
Internal Revenue Code applicable to regulated investment companies, and 
accordingly, has made or intends to make sufficient distributions of net 
investment income and net realized gains, if any, to relieve it from all 
Federal and state income taxes and Federal excise taxes. 

   The net capital loss carrryforwards noted below as of December 31, 1996, 
if applicable, are available to offset future realized capital gains through 
the periods listed. Each Portfolio will elect to treat the net capital losses 
incurred in the two month period ended December 31, 1996, (Post-October 
Losses Deferred), if applicable, as having been incurred in the following 
fiscal year. 

<TABLE>
<CAPTION>
                                     POST-OCTOBER          PRIOR YEAR        DECEMBER 31, 1996     NET CAPITAL LOSS 
                     NET CAPITAL        LOSSES          NET CAPITAL LOSS      NET CAPITAL LOSS       CARRYFORWARD 
PORTFOLIO               GAINS          DEFERRED      CARRYFORWARD UTILIZED      CARRYFORWARD      AVAILABLE THROUGH: 
- ---------               -----          --------      ---------------------      ------------      ------------------
<S>                    <C>               <C>                  <C>                  <C>             <C>
Meridian/INVESCO 
  Global Sector...    $ 40,098           $  0                 $ 0                  $     0                N/A 
Meridian/INVESCO 
  US Sector .....            0              0                   0                   (9,352)        December 31, 2004 
Meridian/INVESCO 
  Foreign Sector..      38,366            969                   0                        0                N/A 
</TABLE>

   The aggregate cost of investments and composition of unrealized 
appreciation and depreciation for Federal income tax purposes as of December 
31, 1996, are as follows: 

<TABLE>
<CAPTION>
                                                                                      NET UNREALIZED 
                                     FEDERAL TAX      UNREALIZED       UNREALIZED      APPRECIATION 
PORTFOLIO                            COST BASIS      APPRECIATION     DEPRECIATION    (DEPRECIATION) 
- ---------                            -----------     ------------     ------------    --------------
<S>                                  <C>              <C>               <C>             <C>
Meridian/INVESCO Global Sector...    $ 6,064,698      $ 510,905         $ 240,120       $ 270,785 
Meridian/INVESCO US Sector.......      1,593,888        144,591            36,223         108,368 
Meridian/INVESCO Foreign Sector..      1,317,384        127,119            98,630          28,489 
</TABLE>

                                       21

<PAGE>
WRL SERIES FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 5--FINANCIAL HIGHLIGHTS 

   The total return set forth in "Financial Highlights" reflects the advisory 
fee and all other Portfolio expenses and includes reinvestment of dividends 
and capital gains; it does not reflect the charges against the corresponding 
sub-accounts or the charges and deductions under the applicable Policies or 
Annuity Contracts. Where a Portfolio's period from inception is less than one 
year, the total return shown is not annualized. 

                                       22

<PAGE>
WRL SERIES FUND, INC
- --------------------------------------------------------------------------------

SUPPLEMENTARY INFORMATION 

   Section 270.30d-1 under the Investment Company Act of 1940, as amended, 
titled "Reports to Stockholders of Management Companies," requires regulated 
investment companies to report on all subject matter put to a vote of the 
shareholders and provide final results. 

   In adherence to this Amendment, WRL solicited a vote by the policyholders 
for: 
   1. A new investment advisory agreement between the fund, on behalf of each 
portfolio, and WRL Investment Management, Inc., effective January 1, 1997; 
   2. A new investment sub-advisory agreement for each Portfolio between WRL 
Management, Inc., on behalf of such Portfolio, and the Portfolio's current 
sub-adviser(s), effective January 1, 1997; 
   3.  A distribution plan pursuant to rule 12b-1 under the Investment 
Company Act of 1940, as amended, pursuant to which the Portfolios may 
reimburse InterSecurities, Inc., ("ISI") which will act as Distributor of the 
Fund's shares for distribution related expenses incurred by ISI in the 
performance of its duties as Distributor pursuant to a distribution agreement 
between ISI and the Fund. 

   At a special shareholders/policyholders meeting on December 16, 1996 the 
results of the resolution were as follows: 

                                                    PROPOSAL 1 
                                       -------------------------------------
PORTFOLIOS                               FOR          AGAINST       ABSTAIN 
- ----------                               ---          -------       -------
Meridian/INVESCO Global Sector            93%           6%            1% 
Meridian/INVESCO US Sector               100%           0%            0% 
Meridian/INVESCO Foreign Sector          100%           0%            0% 

                                                    PROPOSAL 2 
                                       -------------------------------------
PORTFOLIOS                               FOR          AGAINST       ABSTAIN 
- ----------                               ---          -------       -------
Meridian/INVESCO Global Sector (a)        94%           5%            1% 
Meridian/INVESCO Global Sector (b)        93%           6%            1% 
Meridian/INVESCO US Sector (a)            74%           0%           26% 
Meridian/INVESCO US Sector (b)           100%           0%            0% 
Meridian/INVESCO Foreign Sector (a)      100%           0%            0% 
Meridian/INVESCO Foreign Sector (b)      100%           0%            0% 

(a) Sub-advisory agreement between the investment advisor and INVESCO Global 
    Asset Management Limited. 
(b) Sub-advisory agreement between the investment advisor and Meridian 
    Investment Management Corporation. 

                                                    PROPOSAL 3 
                                       -------------------------------------
PORTFOLIOS                               FOR          AGAINST       ABSTAIN 
- ----------                               ---          -------       -------
Meridian/INVESCO Global Sector            88%           11%           1% 
Meridian/INVESCO US Sector               100%            0%           0% 
Meridian/INVESCO Foreign Sector          100%            0%           0% 

                                       23

<PAGE>
WRL SERIES ANNUITY ACCOUNT 
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY 
STATEMENTS OF ASSETS, LIABILITIES AND EQUITY ACCOUNTS 
At December 31, 1996 
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               MERIDIAN/INVESCO MERIDIAN/INVESCO  MERIDIAN/INVESCO 
                                                GLOBAL SECTOR      US SECTOR       FOREIGN SECTOR 
                                                 SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT 
<S>                                             <C>              <C>              <C>
ASSETS:
Investments:
 Investment in WRL Series Fund, Inc.:
  Shares ....................................       99,620.331      201,453.499       145,618.400
                                                ==============   ==============   ===============
  Cost ......................................   $    1,009,498   $    2,020,033   $     1,463,899
                                                ==============   ==============   ===============
 Investments, at net asset value ............   $    1,051,224   $    2,100,186   $     1,477,074
 Accrued transfers from (to) depositor - net.                0                0                 0
                                                --------------   --------------   ---------------
  Total assets ..............................        1,051,224        2,100,186         1,477,074
                                                --------------   --------------   ---------------
LIABILITIES: ................................                0                0                 0
                                                --------------   --------------   ---------------
  Total net assets ..........................   $    1,051,224   $    2,100,186   $     1,477,074
                                                ==============   ==============   ===============
EQUITY ACCOUNTS:
 Contract Owners' equity:
   Units ....................................    50,034.169959   153,036.458708     43,917.514952
                                                ==============   ==============   ===============
   Unit value ...............................   $    10.508888   $    10.343885   $     10.263335
                                                ==============   ==============   ===============
   Contract Owners' equity ..................   $      525,804   $    1,582,992   $       450,740
                                                --------------   --------------   ---------------
 Depositor's equity:
   Units ....................................    49,997.705211    50,000.000000    100,000.000000
                                                ==============   ==============   ===============
   Unit value ...............................   $    10.508888   $    10.343885   $     10.263335
                                                ==============   ==============   ===============
   Depositor's equity .......................   $      525,420   $      517,194   $     1,026,334
                                                --------------   --------------   ---------------
   Total equity .............................   $    1,051,224   $    2,100,186   $     1,477,074
                                                ==============   ==============   ===============
</TABLE>

WRL SERIES ANNUITY ACCOUNT
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY
STATEMENTS OF OPERATIONS
For the period ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              MERIDIAN/INVESCO       MERIDIAN/INVESCO        MERIDIAN/INVESCO 
                                                               GLOBAL SECTOR            US SECTOR             FOREIGN SECTOR 
                                                               SUB-ACCOUNT(A)         SUB-ACCOUNT(A)          SUB-ACCOUNT(A) 
<S>                                                               <C>                     <C>                     <C>
INVESTMENT INCOME:
 Dividend income .......................................          $ 1,801                 $     0                 $     0
 Capital gain distributions ............................            3,682                       0                  28,366
                                                                  -------                 -------                 -------
                                                                    5,483                       0                  28,366
EXPENSES:
 Mortality and expense risk ............................            6,106                   7,460                   9,046
                                                                  -------                 -------                 -------
  Net investment income (loss) .........................             (623)                 (7,460)                 19,320
                                                                  -------                 -------                 -------
 Net realized and unrealized gain (loss) on investments:
  Net realized gain (loss) from securities transactions                53                       2                      88
  Change in unrealized appreciation (depreciation) .....           41,726                  80,152                  13,174
                                                                  -------                 -------                 -------
  Net gain (loss) on investments .......................           41,779                  80,154                  13,262
                                                                  -------                 -------                 -------
   Net increase (decrease) in equity accounts resulting
     from operations ...................................          $41,156                 $72,694                 $32,582
                                                                  =======                 =======                 =======
</TABLE>

(a) The inception date of this sub-account was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       24

<PAGE>
WRL SERIES ANNUITY ACCOUNT 
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY 
STATEMENTS OF CHANGES IN EQUITY ACCOUNTS 
For the period ended 
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>  
                                                      MERIDIAN/INVESCO        MERIDIAN/INVESCO         MERIDIAN/INVESCO 
                                                       GLOBAL SECTOR             US SECTOR              FOREIGN SECTOR 
                                                        SUB-ACCOUNT             SUB-ACCOUNT               SUB-ACCOUNT 
                                                        DECEMBER 31             DECEMBER 31               DECEMBER 31 
                                                     -----------------        ----------------         ----------------
                                                          1996(a)                 1996(a)                   1996(a) 
                                                          ------                  -------                   -------
<S>                                                     <C>                      <C>                      <C>
OPERATIONS:
  Net investment income (loss) ...............          $     (623)              $   (7,460)              $   19,320
  Net gain (loss) on investments .............              41,779                   80,154                   13,262
                                                        ----------               ----------               ----------
  Net increase (decrease) in equity accounts
    resulting
    from operations ..........................              41,156                   72,694                   32,582
                                                        ----------               ----------               ----------
EQUITY TRANSACTIONS:
  Proceeds from units sold (redeemed) ........             510,068                1,527,492                  444,492
                                                        ----------               ----------               ----------
  Less cost of units redeemed:
   Administrative charges ....................                   0                        0                        0
   Policy loans ..............................                   0                        0                        0
   Surrender benefits ........................                   0                        0                        0
   Death benefits ............................                   0                        0                        0
                                                        ----------               ----------               ----------
                                                                 0                        0                        0
                                                        ----------               ----------               ----------
   Increase (decrease) in equity accounts from
     capital
     unit transactions .......................             510,068                1,527,492                  444,492
                                                        ----------               ----------               ----------
   Net increase (decrease) in equity accounts              551,224                1,600,186                  477,074
  Depositors' equity contribution (redemption)             500,000                  500,000                1,000,000
EQUITY ACCOUNTS:
  Beginning of period ........................                   0                        0                        0
                                                        ----------               ----------               ----------
  End of period ..............................          $1,051,224               $2,100,186               $1,477,074
                                                        ==========               ==========               ==========
</TABLE>

(a) The inception date of this sub-account was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       25

<PAGE>
WRL SERIES ANNUITY ACCOUNT 
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY 
SELECTED PER UNIT DATA AND RATIOS* 
For the period ended 
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      MERIDIAN/INVESCO    MERIDIAN/INVESCO     MERIDIAN/INVESCO 
                                                                       GLOBAL SECTOR         US SECTOR          FOREIGN SECTOR 
                                                                        SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT 
                                                                        DECEMBER 31         DECEMBER 31           DECEMBER 31 
                                                                      ----------------    ----------------     ----------------
                                                                          1996(c)              1996(c)              1996(c) 
                                                                          -------              -------              -------
<S>                                                                       <C>                  <C>                  <C>
Accumulation unit value, beginning of period .....................        $10.00               $10.00               $10.00
                                                                          ------               ------               ------
Income from operations:
 Net investment income (loss) ....................................         (0.01)               (0.08)                0.17
 Net realized and unrealized gain (loss) on investments ..........          0.52                 0.42                 0.09
                                                                          ------               ------               ------

  Total income (loss) from operations ............................          0.51                 0.34                 0.26
                                                                          ------               ------               ------

Accumulation unit value, end of period ...........................        $10.51               $10.34               $10.26
                                                                          ======               ======               ======

Total return (a) .................................................          5.09%                3.44%                2.63%

Ratios and supplemental data:

 Net assets at end of period (in thousands) ......................        $1,051               $2,100               $1,477

 Ratio of net investment income (loss) to average net assets (b)..         (0.14%)              (1.26%)               2.55%
</TABLE>

 *  The above table illustrates the change for a unit outstanding computed 
    using average units outstanding throughout each period. 

(a) For periods less than one year the total return is not annualized. 
(b) For periods less than one year the ratio of net investment income to 
    average net assets is annualized. 
(c) The inception date of this sub-account was May 1, 1996. 

The notes to the financial statements are an integral part of this report. 

                                       26

<PAGE>
WRL SERIES ANNUITY ACCOUNT
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

DECEMBER 31, 1996

NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING 
        POLICIES 

   The WRL Series Annuity Account (the "Annuity Account") was established as a
variable accumulation deferred annuity separate account of Western Reserve Life
Assurance Co. of Ohio ("WRL") and is registered as a unit investment trust 
("Trust") under the Investment Company Act of 1940, as amended.

   The Annuity Account holds assets that support the benefits under flexible 
payment variable accumulation deferred annuity contracts (the "Contracts") 
issued by WRL, including the Meridian/INVESCO Sector Variable Annuity. The 
Annuity Account equity transactions are accounted for using the appropriate 
effective date at the corresponding accumulation unit value. 

   The Meridian/INVESCO Sector Variable Annuity investment options, referred 
to as sub-accounts, are the Meridian/INVESCO Global Sector Sub-Account, the 
Meridian/INVESCO US Sector Sub-Account and the Meridian/INVESCO Foreign 
Sector Sub-Account. Each sub-account invests in the corresponding portfolio 
of the WRL Series Fund, Inc. (the "Fund"), a registered management investment 
company under the Investment Company Act of 1940, as amended. The investment 
managers for these three portfolios are Meridian Investment Management 
Corporation and INVESCO Global Asset Management Limited. 

   On May 1, 1996, WRL made an initial contribution to each of the 
Meridian/INVESCO Sub-Accounts. The amount of the contribution and the units 
received from the corresponding sub-accounts are as follows: 

   SUB-ACCOUNT       CONTRIBUTION         UNITS 
   -----------       ------------         -----
Meridian/INVESCO 
  Global Sector       $  500,000      49,997.705211 
Meridian/INVESCO 
  US Sector           $  500,000      50,000.000000 
Meridian/INVESCO 
  Foreign Sector      $1,000,000     100,000.000000 

   The preparation of financial statements in accordance with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts and disclosures in the financial 
statements. Actual results could differ from those estimates. 

   The following significant accounting policies, which are in conformity 
with generally accepted accounting principles for unit investment trusts, 
have been consistently used in preparation of the Trust's financial 
statements. 

A. VALUATION OF INVESTMENTS 

   The investments in the Fund's shares are stated at the closing net asset 
   value ("NAV") per share as determined by the Fund on December 31, 1996. 
   Investment transactions are accounted for on the trade date, using the 
   Fund NAV next determined after receipt of a sale or redemption order 
   without sales charges. Dividend income, and capital gain distributions are 
   recorded on the ex-dividend date. The cost of investments sold is 
   determined on a first-in, first-out basis. 

B. FEDERAL INCOME TAXES 

   The operations of the Annuity Account are a part of and are taxed with the 
   total operations of WRL, which is taxed as a life insurance company under 
   the Internal Revenue Code. Under current law, the investment income of the 
   Annuity Account, including realized and unrealized capital gains, is not 
   taxable to WRL. Accordingly, no provision for federal income taxes has 
   been made. 

NOTE 2--CHARGES AND DEDUCTIONS 

   Charges are assessed by WRL in connection with issuance and administration 
of the Contracts. 

A. CONTRACT CHARGES 

   No deduction for sales expenses are made from the purchase payments. A 
   contingent deferred sales charge may, however, be assessed against 
   contract values when withdrawn or surrendered. 

   On each anniversary through maturity date, WRL will deduct an annual 
   contract charge as partial compensation for providing administrative 
   services under the Contracts. 

B. SUB-ACCOUNT CHARGES 

   A daily charge equal to an annual rate of 1.40% of average daily net 
   assets is assessed to compensate WRL for assumption of mortality and 
   expense 

                                       27

<PAGE>
WRL SERIES ANNUITY ACCOUNT
MERIDIAN/INVESCO SECTOR VARIABLE ANNUITY
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------

NOTE 2 (CONTINUED)

   risks and administrative services in connection with issuance and 
   administration of the Contracts. This charge (not assessed at the 
   individual contract level) effectively reduces the value of a unit 
   outstanding during the year. 

NOTE 3--DIVIDENDS AND DISTRIBUTIONS 

   Dividends of the Portfolios are typically declared and reinvested 
semiannually, while capital gain distributions are typically declared and 
reinvested annually. Dividends and distributions of the Fund are generally 
paid to and reinvested by the Annuity Account the next business day after
declaration.

NOTE 4--OTHER MATTERS 

   As of December 31, 1996 the equity accounts include net unrealized 
appreciation (depreciation) on investments as follows: 

SUB-ACCOUNT 
- -----------
Meridian/INVESCO Global Sector       $41,726 
Meridian/INVESCO US Sector            80,153 
Meridian/INVESCO Foreign Sector       13,175 

                                       28

<PAGE>
- -----------------------------------------------------------------------------
          W  R  L    S  E  R  I  E  S    F  U  N  D  ,    I  N  C  . 
- -----------------------------------------------------------------------------

                          WRL SERIES ANNUITY ACCOUNT 

                     OFFICE OF THE WRL SERIES FUND, INC. 
                          WRL SERIES ANNUITY ACCOUNT 
                             201 Highland Avenue 
                             Largo, FL 33770-2597 
                                1-800-851-9777 

                      ------------------------------------

                                 DISTRIBUTOR: 
                            InterSecurities, Inc. 
                             201 Highland Avenue 
                             Largo, FL 33770-2597 

                      ------------------------------------

                               FUND CUSTODIAN: 
                        Investors Bank & Trust Company 
                               89 South Street 
                               Boston, MA 02111 

                      ------------------------------------

                             INVESTMENT ADVISER: 
                       WRL Investment Management, Inc. 
                             201 Highland Avenue 
                             Largo, FL 33770-2957 

                      ------------------------------------

                                SUB-ADVISERS: 
                  Meridian Investment Management Corporation 
                           12835 East Arapahoe Road 
                             Tower II, 7th Floor 

                             Englewood, CO 80112 
                   INVESCO Global Asset Management Limited 
                         Rosebank, 12 Bermudiana Road 
                            Hamilton, Bermuda HM11 

                      ------------------------------------

                                   INSURER: 
                  Western Reserve Life Assurance Co. of Ohio 
                             201 Highland Avenue 
                             Largo, FL 33770-2597 

                      ------------------------------------

                           INDEPENDENT ACCOUNTANTS: 
                             Price Waterhouse LLP 
                                1055 Broadway 
                            Kansas City, MO 64105 

<PAGE>

                     THIS MATERIAL IS FOR CONTRACT HOLDER'S
                    REPORTING PURPOSES ONLY AND SHALL NOT BE
                    USED IN CONNECTION WITH A SOLICITATION,
                     OFFER OR ANY PROPOSED SALE OR PURCHASE
                      OF SECURITIES. THIS MATERIAL MUST BE
                    PRECEDED OR ACCOMPANIED BY A PROSPECTUS.

                   [LOGO]                               [LOGO]
                   -------------------------------------------
                    WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO

                       Distributor: InterSecurities, Inc.
               201 Highland Avenue /bullet/ Largo, FL 33770-2597

February 1997
ACC00011 (2/97)

<PAGE>

         Appendix to Electronic Format                               Page 1 of 1

         WRL Series Fund. Inc.
         Meridian/INVESCO Sector Variable Annuity

Page 1   (photo)    Shown is John R. Kenney, Chairman of the Board

Page 4   (graph 1)  Mountain graph depicting the change in value of a
                    $10,000 investment in the portfolio since inception versus
                    the Financial Times World Index (FT) and the Lehman Hutton
                    Bond Index (LH) over the same time frame.
                                                  Portfolio  FT Index  LH Index
                       Inception 5/1/96            $10,000    $10,000   $10,000
                       Period Ended 12/31/96       $10,608    $10,473   $10,811

Page 5   (graph 2)  Mountain graph depicting the change in value of a
                    $10,000 investment in the portfolio since inception versus
                    the Standard & Poor's Index of 500 Common Stocks (S&P) over
                    the same time frame.
                                                  Portfolio  S&P Index
                       Inception 5/1/96            $10,000    $10,000
                       Period Ended 12/31/96       $10,425    $11,500

Page 6   (graph 3)  Mountain graph depicting the change in value of a
                    $10,000 investment in the portfolio since inception versus
                    the Financial Times World Index excluding the U.S.(FT-EX)
                    over the same time frame.
                                                  Portfolio FT-EX Index
                       Inception 5/1/96            $10,000   $10,000
                       Period Ended 12/31/96       $10,344    $9,883


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