U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparingForm.
Please print or type:
1. Name and address of issuer: WRL Series Annuity Account B
of Western Reserve Life Assurance Co. of Ohio
201 Highland Avenue
Largo, FL 33770
2. Name of each series or class of funds for which this notice is filed:
WRL Series Annuity Account B
3. Investment Company Act File Number:
811-7754
Securities Act File Number: 33-63246
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: N/A [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the fiscal year:
Units sold with an aggregate sales price of $30,549,738
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
Units sold with an aggregate sales price of $30,549,738
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
N/A
<TABLE>
<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 30,549,738
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 2,601,846
-------------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable): + 0
-------------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 (line (i), plus line (ii), less line
(iii), plus line (iv)) (if applicable): 27,947,892
-------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6): x 1/3300
-------------
(vii)Fee due (line (i) or line (v) multiplied by line (vi)): $ 8,469.06
-------------
</TABLE>
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 2/26/96
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/ Allan J. Hamilton
----------------------
Name:
Treasurer
Title:
Date: 2/25/97
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<PAGE>
WRL LETTERHEAD
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
WRL Series Annuity Account B
1933 Act File No. - 33-63246
1940 Act File No. - 811-7754
Gentlemen:
This letter is furnished in accordance with Rule 24(f)-2(b)(1)(v).
I am Vice President and Associate General Counsel of Western Reserve
Life Assurance Co. of Ohio ("WRL") and act in such capacity in legal matters
concerning its series account, WRL Series Annuity Account B. I have participated
in the preparation of Registration Statements on Form N-4 under the Securities
Act of 1933 filed with the Securities and Exchange Commission concerning WRL
Series Annuity Account B and the variable annuity contracts issued by WRL.
In so acting, I have made such examination of the law and examined such
records and documents as in my judgement are necessary or appropriate to enable
me to render the opinion expressed below.
I am of the following opinion with respect to the aforesaid variable
annuity contracts, which are the securities the registration of which is made
definitive in number by the Rule 24f-2 Notice that this opinion accompanies:
1. WRL is a valid and subsisting corporation, organized and operated
under Ohio law, and subject to regulation by the Ohio Director of Insurance.
2. WRL Series Annuity Account B is a series account validly established
and maintained by WRL in accordance with the provision of the Ohio Insurance
Code.
3. All of the prescribed corporate procedures for the issuance of the
variable annuity contracts have been followed, and when such contracts are
issued in accordance with the currently applicable Prospectus, all applicable
state laws will have been complied with.
<PAGE>
Securities and Exchange Commission
February 21, 1997
Page 2
4. WRL has been authorized by its Board of Directors to issue such
contracts and has the corporate power to do so.
5. It is my opinion that, upon acceptance of purchase payments on
behalf of a contractowner pursuant to any variable annuity contract issued in
accordance with the currently applicable Prospectus and upon compliance with
applicable local law, such contractowner has a legally issued and non-assessable
contractual interest under such variable annuity contract, and that accordingly,
said variable annuity contracts which are the subject matter of the aforesaid
Rule 24f-2 Notice were legally issued, fully paid and non-assessable.
Very truly yours,
/s/ THOMAS E. PIERPAN
---------------------
Thomas E. Pierpan
Vice President and Associate
General Counsel
