23(d)(34) Amendment to Morningstar Asset Allocation Management Agreement
International Moderate Growth Fund
AMENDMENT TO ASSET ALLOCATION
MANAGEMENT AGREEMENT
This Amendment (the "Amendment") effective May 1, 2006 to the Asset
Allocation Management Agreement (the "Agreement") dated April 1, 2005 by and
between Morningstar Associates, LLC, a Delaware limited liability company with
its principal offices at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx, 00000
("Manager"), and Transamerica Fund Advisors, Inc., a Florida corporation
("TFAI"), investment adviser for AEGON/Transamerica Series Trust ("ATST"), a
Delaware statutory trust of the series type registered under the Investment
Company Act of 1940 as an open-end management investment company.
WHEREAS, Manager and TFAI have entered into the Agreement, effective April
1, 2005;
WHEREAS, the Agreement provides that an amendment to the Agreement requires
an affirmative vote of a majority of the Trustees of ATST; and
WHEREAS, at a meeting of the ATST Trustees held on November 2, 2005, the
Trustees by an affirmative vote approved this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Manager and TFAI agree to amend the
Agreement as to the following respects only:
1. The second paragraph of the Agreement is hereby stricken and replaced
with the following text:
WHEREAS, TFAI has entered into an Investment Advisory Agreement dated
as of May 1, 2002, as amended, ("Advisory Agreement") with ATSF to
provide investment advisory services to five (5) series of ATSF: the
Asset Allocation - Conservative Portfolio, Asset Allocation - Moderate
Portfolio, Asset Allocation - Moderate Growth Portfolio and Asset
Allocation - Growth Portfolio, and International Multi-Manager Fund
(together, the "Asset Allocation Funds");
Capitalized terms used herein and not otherwise defined are used herein as
defined in the Agreement. All other terms and provisions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
set forth above.
Morningstar Associates, LLC Transamerica Fund Advisors, Inc.
Signature: Signature:
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Name: Name:
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Title: Title:
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Date: Date:
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