23(d)(1)b
Amendment to Investment Advisory Agreement dated January 1, 2007
AEGON/TRANSAMERICA SERIES TRUST
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT is made as of January 1, 2007 to the Investment Advisory
Agreement dated as of January 1, 1997, as amended (the "Agreement"), between
AEGON/Transamerica Series Trust and Transamerica Fund Advisors, Inc. In
consideration of the mutual covenants contained herein, the parties agree as
follows:
COMPENSATION
Any reference to compensation of XXX XXXXXX MID-CAP GROWTH is now revised
to reflect the following Advisory Fees:
0.80% of the first $1 billion of average daily net assets; and 0.775%
of average daily net assets in excess of $1 billion
Any reference to compensation of XXX XXXXXX ACTIVE INTERNATIONAL ALLOCATION
is now revised to reflect the following Advisory Fees:
0.85% of the first $250 million of average daily net assets; 0.80%
over $250 million up to $1 billion; and 0.775% in excess of $1 billion
Any reference to compensation of MFS HIGH YIELD is now revised to reflect
the following Advisory Fees:
0.75% of the first $250 million of average daily net assets; 0.72%
over $250 million up to $500 million; 0.71% over $500 million up to
$750 million; 0.68% over $750 million up to $1 billion; and 0.67% in
excess of $1 billion
Any reference to compensation of AMERICAN CENTURY LARGE COMPANY VALUE is
now revised to reflect the following Advisory Fees:
0.835% of the first $250 million of average daily net assets; 0.80%
over $250 million up to $400 million of average daily net assets;
0.775% over $400 million up to $750 million of average daily net
assets; and 0.70% of average daily net assets over $750 million
Any reference to compensation of XXXX XXXXX PARTNERS ALL CAP is now revised
to reflect the following Advisory Fees:
0.80% of the first $500 million of average daily net assets; and
0.675% in excess of $500 million
Any reference to compensation of PIMCO TOTAL RETURN is now revised to
reflect the following Advisory Fees:
0.675% of the first $250 million of average daily net assets; 0.65% of
average daily assets over $250 million up to $750 million; and 0.60%
of average daily net assets in excess of $750 million
Any references to AEGON BOND, ASSET ALLOCATION - CONSERVATIVE PORTFOLIO, ASSET
ALLOCATION - GROWTH PORTFOLIO, ASSET ALLOCATION - MODERATE GROWTH PORTFOLIO,
ASSET ALLOCATION - MODERATE PORTFOLIO, BLACKROCK LARGE CAP VALUE, CAPITAL
GUARDIAN GLOBAL, CAPITAL GUARDIAN U.S. EQUITY, CAPITAL GUARDIAN VALUE, CLARION
GLOBAL REAL ESTATE SECURITIES, FEDERATED GROWTH & INCOME, INTERNATIONAL MODERATE
GROWTH FUND, X.X. XXXXXX ENHANCED INDEX, X.X. XXXXXX MID CAP VALUE, XXXXXXXX
GROWTH, XXXX XXXXX PARTNERS ALL CAP, MFS INTERNATIONAL EQUITY, XXXXXXX GROWTH,
MUNDER NET50, X. XXXX PRICE EQUITY INCOME, X. XXXX PRICE GROWTH STOCK, X. XXXX
PRICE SMALL CAP, XXXXXXXXX TRANSAMERICA GLOBAL, THIRD AVENUE VALUE, TRANSAMERICA
BALANCED, TRANSAMERICA CONVERTIBLE SECURITIES, TRANSAMERICA EQUITY, TRANSAMERICA
EQUITY II, TRANSAMERICA GROWTH OPPORTUNITIES, TRANSAMERICA MONEY MARKET,
TRANSAMERICA SCIENCE & TECHNOLOGY, TRANSAMERICA SMALL/MID CAP VALUE,
TRANSAMERICA U.S. GOVERNMENT SECURITIES, TRANSAMERICA VALUE BALANCED AND XXX
XXXXXX LARGE CAP CORE remain the same.
In all other respects, the Investment Advisory Agreement dated as of
January 1, 1997, as amended, is confirmed and remains in full force and effect.
The parties hereto have caused this amendment to be executed as of January 1,
2007.
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive
Officer
AEGON/TRANSAMERICA SERIES TRUST
By: /s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
