EXHIBIT 23(D)(1)
FORM OF INVESTMENT ADVISORY AGREEMENT
AEGON/TRANSAMERICA SERIES FUND, INC.
FORM OF
INVESTMENT ADVISORY AGREEMENT
This Agreement, entered into as of November 1, 2002 between
AEGON/Transamerica Series Fund, Inc., a Maryland corporation (referred to
herein as the "Fund"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (referred to herein as "ATFA"), to provide certain management and
advisory services to a certain series of shares of common stock of the Fund,
namely: Select Plus Aggressive Growth Asset Allocation; Select Plus Balanced
Asset Allocation; and Select Plus Conservative Asset Allocation (each, a
"Portfolio"; collectively, the "Portfolios").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended, (the "1940 Act") and consists of
more than one series of shares, including the Portfolios. In managing its
Portfolios, the Fund wishes to have the benefit of the investment advisory
services of ATFA and its assistance in performing certain management functions.
ATFA desires to furnish such services to the Fund and to perform the functions
assigned to it under this Agreement for the considerations provided.
Accordingly, the parties have agreed as follows:
1. Investment Advisory Services. In its capacity as investment
adviser to the Fund, ATFA shall have the following responsibilities:
(a) to furnish continuous advice and recommendations to the Fund
as to the acquisition, holding or disposition of any or all of the securities
or other assets which the Portfolios may own or contemplate acquiring from time
to time, consistent with the Fund's Articles of Incorporation and the
Portfolios' investment objective and policies adopted and declared by the Board
of Directors and stated in the Portfolios' current Prospectus;
(b) to cause its officers to attend meetings and furnish oral or
written reports, as the Fund may reasonably require, in order to keep the Board
of Directors and appropriate officers of the Fund fully informed as to the
conditions of each investment portfolio of the Portfolios, the investment
recommendations of ATFA, and the investment considerations which have given
rise to those recommendations;
(c) to supervise the purchase and sale of securities of the
Portfolios as directed by the appropriate officers of the Fund; and
(d) to maintain all books and records required to be maintained
by the Investment Adviser pursuant to the 1940 Act and the rules and
regulations promulgated thereunder with respect to transactions on behalf of
the Fund. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
ATFA hereby agrees: (i) that all records that it maintains for the Fund are the
property of the Fund, (ii) to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act any records that it maintains for the Fund and that are
required to be maintained by Rule 31a-1 under the 1940 Act and (iii) agrees to
surrender promptly to the Fund any records that it maintains for the Fund upon
request by the Fund; provided, however, ATFA may retain copies of such records.
ATFA shall pay all expenses incurred in connection with the
performance of its responsibilities under this Agreement. It is understood and
agreed that ATFA may, and intends to, enter into a Sub-Advisory Agreement with
Union Planters Investment Advisors, Inc. (the "sub-adviser") pursuant to which
the Sub-Adviser will, under the supervision of ATFA, furnish investment
information and advice with respect to each Portfolio to assist ATFA in
carrying out its responsibilities under this Section 1. The compensation to be
paid to the Sub-Adviser for such services and the other terms and conditions
under which the services shall be rendered by the Sub-
Adviser shall be set forth in the Sub-Advisory Agreement between ATFA and the
Sub-Adviser; provided, however, that such Agreement shall be approved by the
Board of Directors and by the holders of the outstanding voting securities of
the Portfolios in accordance with the requirements of Section 15 of the 1940
Act, and shall otherwise be subject to, and contain such provisions as shall be
required by the 1940 Act.
2. Obligations of the Fund. The Fund shall have the following
obligations under this Agreement:
(a) to keep ATFA continuously and fully informed as to the
composition of the Portfolios' investment securities and the nature of all of
its assets and liabilities from time to time;
(b) to furnish ATFA with a certified copy of any financial
statement or report prepared for the Portfolios by certified or independent
public accountants, and with copies of any financial statements or reports made
to its shareholders or to any governmental body or securities exchange;
(c) to furnish ATFA with any further materials or information
which ATFA may reasonably request to enable it to perform its functions under
this Agreement;
(d) to compensate ATFA for its services in accordance with the
provisions of Section 3 hereof; and
(e) to guarantee the annuity unit value of the Portfolios from
time to time as stated in the Portfolios' current prospectus.
3. Compensation. For its services under this Agreement, WRL
Management is entitled to receive from each Portfolio a monthly fee, payable on
the last day of each month during which or part of which this Agreement is in
effect, as set forth on Schedule A attached to this Agreement, as it may be
amended from time to time in accordance with Section 11 below. For the month
during which this Agreement becomes effective and the month during which it
terminates, however, there shall be an appropriate pro-ration of the fee
payable for such month based on the number of calendar days of such month
during which this Agreement is effective.
4. Allocation of Expenses. During the term of this Agreement,
the Portfolios will bear all expenses not expressly assumed by ATFA incurred in
the operation of the Portfolios and the offering of its shares. Without
limiting the generality of the foregoing:
(a) The Portfolios shall pay (i) fees payable to ATFA pursuant to
this Agreement; (ii) the cost (including brokerage commissions, if any)
incurred in connection with purchases and sales of the Portfolios' portfolio
securities; (iii) expenses of organizing the Portfolios; (iv) filing fees and
expenses relating to registering and qualifying and maintaining the
registration and qualification of the Portfolios' shares for sale under federal
and state securities laws; (v) its allocable share of the compensation, fees
and reimbursements paid to the Fund's non-interested Directors; (vi) custodian
and transfer agent fees; (vii) legal and accounting expenses allocable to the
Portfolios, including costs for local representation in Maryland and fees of
special counsel, if any, for the independent Directors; (viii) all federal,
state and local tax (including stamp, excise, income and franchise taxes and
the preparation and filing of all returns and reports in connection therewith;
(ix) cost of certificates and delivery to purchasers; (x) expenses of preparing
and filing reports with federal and state regulatory authorities; (xi) expenses
of shareholders' meetings and
of preparing, printing and distributing proxy statements (unless otherwise
agreed to by the Fund and ATFA); (xii) costs of any liability, uncollectible
items of deposit and other insurance or fidelity bonds; (xiii) any costs,
expenses or losses arising out of any liability of or claim for damage or other
relief asserted against the Fund for violation of any law; (xiv) expenses of
preparing, typesetting and printing prospectuses and supplements thereto for
existing shareholders and of reports and statements to shareholders; (xv) fees
and expenses in connection with membership in investment company organizations
and 12b-1 fees; and (xvi) any extraordinary expenses incurred by the Fund on
behalf of the Portfolios;
(b) ATFA shall pay (i) all expenses incurred by it in the
performance of its duties under this Agreement; and (ii) compensation, fees and
expenses of officers and Directors of the Fund, except for such Directors who
are not interested persons (as defined in the 0000 Xxx) of ATFA;
(c) If, for any fiscal year, the total expenses of a Portfolio,
including but not limited to: the fees to ATFA, compensation to its custodian,
transfer agent, registrar, auditors and legal counsel, printing expense, and
fees, compensation and expenses to Directors who are not interested persons,
exceed any expense limitation imposed by applicable state law, ATFA shall
reimburse the Portfolio for such excess in the manner and to the extent
required by applicable state law; provided, however, that ATFA shall reimburse
the Portfolio for the amount of such expenses which exceed 0.55% of the
Portfolio's average daily net assets. For purposes of this sub-paragraph,
"total expenses" shall not include interest, taxes, litigation expenses,
brokerage commissions or other costs incurred in acquiring or disposing of any
of the Portfolio's portfolio securities, expenses incurred pursuant to the
Portfolio's Plan of Distribution under Rule 12b-1 of the 1940 Act, or any costs
arising other than in the ordinary and necessary course of the Portfolio's
business.
5. Treatment of Investment Advice. With respect to the
Portfolios, the Fund shall treat the investment advice and recommendations of
ATFA as being advisory only, and shall retain full control over its own
investment policies. However, the Directors of the Fund may delegate to the
appropriate officers of the Fund, or to a committee of Directors, the power to
authorize purchases, sales or other actions affecting the Portfolios in the
interim between meetings of the Directors, provided such action is consistent
with the established investment policy of the Directors and is reported to the
Directors at their next meeting.
6. Brokerage Commissions. For purposes of this Agreement,
brokerage commissions paid by a Portfolio upon the purchase or sale of its
portfolio securities shall be considered a cost of securities of the Portfolio
and shall be paid by the Portfolio. ATFA is authorized and directed to place
the Portfolio's securities transactions, or to delegate to the Sub-Adviser of
that Portfolio the authority and direction to place the Portfolio's securities
transactions, only with brokers and dealers who render satisfactory service in
the execution of orders at the most favorable price and at reasonable
commission rates (best price and execution); provided, however, that ATFA or
the Sub-Adviser, may pay a broker or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that transaction, if
ATFA or the Sub-Adviser determines in good faith that such amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibilities of ATFA or the Sub-Adviser. ATFA
and the Sub-Adviser are also authorized to consider sales of individual and
group life insurance policies and/or variable annuity contract issued by
Western Reserve Life Assurance Co. of Ohio by a broker-dealer as a factor in
selecting broker-dealers to execute the Portfolio's securities transactions,
provided that in placing portfolio business with such broker-dealers, ATFA and
the Sub-Adviser shall seek the best execution of each transaction and all such
brokerage placement shall be consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc. Notwithstanding the foregoing,
the Fund shall retain the right to direct the placement of all securities
transactions of the Portfolio, and the Directors may establish policies or
guidelines to be followed by ATFA and the Sub-Advisers in placing securities
transactions for the Portfolio pursuant to the foregoing provisions. ATFA shall
report on the placement of portfolio transactions each quarter to the Directors
of the Fund.
7. Limitation on Expenses of the Portfolios. If the insurance or
securities laws, regulations or policies of any state in which shares of the
Portfolios are qualified for sale limit the operation and management expenses
(collectively referred to as "Normal Operating Expenses" and as described
below), ATFA will pay on behalf of the Portfolioss the amount by which such
expenses exceed the lowest of such state limitations (the "Expense
Limitation"). Normal Operating Expenses include, but are not limited to, the
fees of the Portfolios' investment adviser, the compensation of its custodian,
registrar, auditors and legal counsel, printing expenses, expenses incurred in
complying with all laws applicable to the sale of shares of the Portfolios and
any compensation, fees, or reimbursement which the Portfolios pay to Directors
of the Fund who are not interested persons (as that phrase is defined in
Section 2(a)(19) of the 0000 Xxx) of ATFA, but excluding all interest and all
federal, state and local taxes (such as stamp, excise, income, franchise and
similar taxes). If Normal Operating Expenses exceed in any year the Expense
Limitation of the Fund, ATFA shall shall pay for those excess expenses on
behalf of the Portfolios in the year in which they are incurred. Expenses of
the Portfolios shall be calculated and accrued monthly. If at the end of any
month the accrued expenses of the Portfolios exceed a pro rata portion of the
above-described Expense Limitation, based upon the average daily net asset
value of the Portfolios from the beginning of the fiscal year through the end
of the month for which calculation is made, the amount of such excess shall be
paid by ATFA on behalf of the Portfolios and such excess amounts shall continue
to be paid until the end of a month when such accrued expenses are less than
the pro rata portion of such Expense Limitation. Any necessary final adjusting
payments, whether from ATFA to the Portfolios or from the Portfolios to ATFA,
shall be made as soon as reasonably practicable after the end of the fiscal
year.
8. Termination. This Agreement may be terminated at any time,
without penalty, by the Directors of the Fund or by the shareholders of a
Portfolio acting by vote of at least a majority of its outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the 0000 Xxx)
provided in either case that 60 days' written notice of termination be given to
ATFA at its principal place of business. This Agreement may be terminated by
ATFA at any time by giving 60 days' written notice of termination to the Fund,
addressed to its principal place of business.
9. Assignment. This Agreement shall terminate automatically in
the event of any assignment (as the term is defined in Section 2(a)(4) of the
0000 Xxx) of this Agreement.
10. Term. This Agreement shall continue in effect, unless sooner
terminated in accordance with its terms, for an initial term ending April 30,
2004, and shall continue in effect from year to year thereafter provided such
continuance is specifically approved at least annually by the vote of a
majority of the Directors of the Fund who are not parties hereto or interested
persons (as that term is defined in Section 2(a)(19) of the 0000 Xxx) of any
such party, cast in person at a meeting called for the purpose of voting on the
approval of the terms of such renewal, and by either the Directors of the Fund
or the affirmative vote of a majority of the outstanding voting securities of
the Portfolios (as that phrase is defined in Section 2(a)(42) of the 1940 Act).
11. Amendments. This Agreement may be amended only with the
approval of the affirmative vote of a majority of the outstanding voting
securities of the Portfolios (as that phrase is defined in Section 2(a)(42) of
the 0000 Xxx) and the approval by the vote of a majority of Directors of the
Fund who are not parties hereto or interested persons (as that phrase is
defined in Section 2(a)(19) of the 1940 Act of 1940) of any such party, cast in
person at a meeting called for the purpose of voting on the approval of such
amendment, unless otherwise permitted in accordance with the 1940 Act.
12. Prior Agreements. This Agreement constitutes the entire
agreement between the parties hereto and supersedes in its entirety any and all
previous agreements between the parties relative to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
----------------------------- ----------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, General Counsel,
and Assistant Secretary Compliance Officer and Secretary
ATTEST: AEGON/TRANSAMERICA SERIES FUND, INC.
By: By:
----------------------------- ----------------------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Assistant Vice President Title: Vice President, General Counsel,
and Assistant Secretary Compliance Officer and Secretary
AEGON/TRANSAMERICA SERIES FUND, INC.
FORM OF
INVESTMENT ADVISORY AGREEMENT
SCHEDULE A
EFFECTIVE AS OF: NOVEMBER 1, 2002
PERCENTAGE OF AVERAGE DAILY NET EFFECTIVE DATE/TERMINATION DATE
PORTFOLIO ASSETS
Janus Growth 0.80% January 1, 1997/
April 30, 2003
AEGON Bond 0.45% January 1, 1998/
April 30, 2003
Janus Global 0.80% January 1, 1997/
April 30, 2003
Xxx Xxxxxx Emerging Growth 0.80% January 1, 1997/
April 30, 2003
LKCM Strategic Total Return 0.80% January 1, 1997/
April 30, 0000
Xxxxx Aggressive Growth 0.80% January 1, 1997/
April 30, 2003
Federated Growth & Income 0.75% January 1, 1997/
April 30, 2003
Transamerica Value Balanced 0.75% January 1, 1997/
April 30, 2003
PBHG/NWQ Value Select 0.80% January 1, 1997/
April 30, 0000
Xxxxx Xxxxxx Value 0.80% January 1, 1998/
April 30, 2003
Clarion Real Estate Securities 0.80% May 1, 1998/
April 30, 2003
Salomon All Cap 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
Xxxxxxx Xxxxx Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
Munder Net50 0.90% May 1, 2001/
April 30, 2003
X. Xxxx Price Dividend Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
X. Xxxx Price Small Cap 0.75% May 1, 1999/
April 30, 2003
PBHG Mid Cap Growth 0.90% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
GE U.S. Equity 0.80% January 1, 1997/
April 30, 2003
Dreyfus Mid Cap 0.85% of the first $100 million May 1, 1999/
of average daily net assets; April 30, 2003
0.80% of average daily net
assets over $100 million
Great Companies - America(sm) 0.80% May 1, 2000/
April 30, 2003
Great Companies - Technology(sm) 0.80% May 1, 2000/
April 30, 2003
Value Line Aggressive Growth 0.80% May 1, 2000/
April 30, 2003
Gabelli Global Growth 1.00% of the first $500 million September 1, 2000/
of average daily net assets; April 30, 2003
0.90% of average daily net
assets over $500 million up to
$1 billion; and 0.80% of average
daily net assets in excess of $1
billion
Great Companies - Global(2) 0.80% September 1, 2000/
April 30, 2003
LKCM Capital Growth 0.80% December 1, 2000/
April 30, 2003
American Century International 1.00% of the first $50 million March 1, 2002/
of average daily net assets; April 30, 2004
0.95% of average daily net
assets over $50 million up to
$150 million; 0.90% of average
daily net assets over $150
million up to $500 million; and
0.85% of average daily net
assets in excess of $500 million.
American Century 0.90% of the first $100 million May 1, 2002/
Income & Growth of average daily net assets; April 30, 2004
0.85% of average daily net
assets over $100 million up to
$250 million; and 0.80% of
average daily net assets in
excess of $250 million.
BlackRock Large Cap Value 0.80% July 16, 2001/
April 30, 2003
BlackRock Mid Cap Growth 0.80% July 16, 2001/
April 30, 2003
BlackRock Global Science & Technology 0.90% July 16, 2001/
April 30, 2003
Conservative Asset Allocation 0.10% May 1, 2002/
April 30, 2004
Moderate Asset Allocation 0.10% May 1, 2002/
April 30, 2004
Moderately Aggressive 0.10% May 1, 2002/
Asset Allocation April 30, 2004
Aggressive Asset 0.10% May 1, 2002/
Allocation April 30, 2004
Janus Balanced 0.90% of the first $500 million May 1, 2002/
of average daily net assets; April 30, 2004
0.85% of the next $500 million
of average daily net assets; and
0.80% of average daily net
assets over $1 billion
Transamerica Convertible Securities 0.80% of the first $500 million May 1, 2002/
of average daily net assets; April 30, 2004
0.70% of average daily net
assets in excess of $500 million
PIMCO Total Return 0.70% May 1, 2002/
April 30, 2004
Transamerica Equity 0.75% May 1, 2002/
April 30, 2004
Transamerica Growth Opportunities 0.85% May 1, 2002/
April 30, 2004
Transamerica Money Market 0.35% May 1, 2002/
April 30, 2004
Xxx Xxxxxx Money Market 0.50% May 1, 2002/
April 30, 2004
Xxx Xxxxxx Active International Allocation 0.90% May 1, 2002/
April 30, 2004
Capital Guardian Value 0.85% of the first $300 million May 1, 2002/
of average daily net assets; April 30, 2004
0.80% over $300 million up to
$500 million; and 0.775% of
average daily net assets in
excess of $500 million
Xxxxxxxx Growth 0.85% May 1, 2002/
April 30, 2004
Dreyfus Small Cap Value 0.80% May 1, 2002/
April 30, 2004
X. Xxxx Price Equity Income 0.80% May 1, 2002/
April 30, 2004
X. Xxxx Price Growth Stock 0.80% May 1, 2002/
April 30, 2004
X. X. Xxxxxx Enhanced Index 0.75% May 1, 2002/
April 30, 2004
Janus Growth II 0.80% May 1, 2002/
April 30, 2004
Capital Guardian U.S. Equity 0.85% of the first $300 million May 1, 2002/
of average daily net assets; April 30, 2004
0.80% over $300 million up
to $500 million; and 0.775%
of average daily net assets
in excess of $500 million
Capital Guardian Global 1.05% of the first
$150 million May 1, 2002/
of average daily net
assets; April 30, 2004 1.00%
over $150 million up to $300
million; 0.95% over $300
million up to $500 million; and
0.925% of average daily net
assets in excess of $500 million
Transamerica U.S. Government Securities 0.65% May 1, 2002/
April 30, 2004
MFS High Yield 0.775% May 1, 2002/
April 30, 2004
Xxx Xxxxxx Asset Allocation 0.75% May 1, 2002/
April 30, 2004
Protected Principal Stock 1.30% of the first $100 million May 1, 2002/
of average daily net assets; April 30, 2004
1.25% of average daily net
assets over $100 million.
Select + Aggressive 0.10% November 1, 2002/
April 30, 2004
Select + Growth & Income 0.10% November 1, 2002/
April 30, 2004
Select + Conservative 0.10% November 1, 2002/
April 30, 2004
