U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
WNL SERIES TRUST
5555 San Felipe, Suite 900
Houston, TX 77056
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2. Name of each series or class of funds for which this notice is filed:
Global Advisors Money Market Portfolio
Global Advisors Growth Equity Portfolio
BEA Growth and Income Portfolio
Credit Suisse International Equity Portfolio
BlackRock Managed Bond Portfolio
EliteValue Asset Allocation Portfolio
Salomon Brothers U.S. Government Securities Portfolio
Van Kampen American Capital Emerging Growth Portfolio
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3. Investment Company Act File Number: 811-8912
Securities Act File Number: 33-87380
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the insurer'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: [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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: NONE
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: NONE
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9. Number and aggregate sale price of securities sold during the fiscal year:
Registrant's shares sold exclusively to an unmanaged insurance company
separate accountt organized as a unit investment trust.
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<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
See Item (9)
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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): 0
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 0
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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):
- 0
-------------------
(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
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(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):
$ 0
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x
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(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
$ 0
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Instruction: Issuers should complete lines (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.
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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 (17CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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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 (Signature and Title)* /s/ KURT R. FREDLAND
---------------------
KURT R. FREDLAND
Vice President
Date: March 3, 1997
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* Please print the name and title of the signing officer below the signature.
Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
February 26, 1997
Board of Trustees
WNL Series Trust
5555 San Felipe, Suite 900
Houston, Texas 77056
Re: Opinion of Counsel - WNL Series Trust
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with
the Securities and Exchange Commission of Form 24F-2 with respect to WNL
Series Trust.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
We are of the following opinions:
1. WNL Series Trust ("Trust") is a valid and existing unincorporated
voluntary association, commonly known as a business trust. The Trust is a
business trust created and validly existing pursuant to Massachusetts Laws.
2. Upon the acceptance of purchase payments made by shareholders in
accordance with the Prospectus contained in the Registration Statement and
upon compliance with applicable law, such shareholders will have
legally-issued, fully paid and non-assessable shares of the Trust.
This opinion is limited solely to its use as an exhibit to your Form 24F-2
filed pursuant to Rule 24f-2.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /s/ RAYMOND A. O'HARA III
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Raymond A. O'Hara III
