23.(d)(3)a.
Amendment to Sub-Advisory Agreement - Federated Market Opportunity
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
TRANSAMERICA FUND ADVISORS, INC. AND
FEDERATED EQUITY MANAGEMENT COMPANY OF PENNSYLVANIA
THIS AMENDMENT is made as of May 1, 2007 to the Sub-Advisory Agreement dated
January 1, 1997, as amended (the "Agreement"), between Transamerica Fund
Advisors, Inc. ("TFAI") and Federated Equity Management Company Of Pennsylvania
("Federated"), on behalf of Federated Growth & Income (the "Portfolio"), a
separate series of AEGON/Transamerica Series Trust (the "Trust"). In
consideration of the mutual covenants contained herein, the parties agree as
follows:
1. FUND NAME CHANGE. Any references to Federated Growth & Income are
revised to mean Federated Market Opportunity, in response to the name
change of the Portfolio, effective May 1, 2007.
2. USE OF NAME. The following is added to the Agreement:
Federated shall give TFAI, for the benefit of the Trust and the
Portfolio, for the term of the Agreement, a royalty free,
nonexclusive, nontransferable right to use the name "Federated"
(hereinafter referred to as the "▇▇▇▇") in the United States as part
of the name of the Portfolio, provided the use of such name is
approved by Federated in advance in writing. Such right does not
include the right to allow third parties to use the ▇▇▇▇ except as
specifically provided in the Agreement. TFAI (and the Trust and
Portfolio) shall not retain any right to use of the ▇▇▇▇ after the
termination of the Agreement. Upon termination of the Agreement, TFAI
will (and shall use its best efforts to cause the Trust and Portfolio
to) immediately terminate all use of the ▇▇▇▇ and destroy any
remaining unused sales documentation, promotional, marketing,
advertising or other written printed or electronic material or
performance information ("Material") that contains the ▇▇▇▇ with the
exception of Material required to be retained pursuant to regulatory
recordkeeping requirements. TFAI agrees to use its best efforts to
ensure that the nature and quality of the services rendered in
connection with the ▇▇▇▇ shall conform to the terms of the Agreement.
TFAI further agrees to comply (and to use its best efforts to cause
the Trust and Portfolio to comply) with any reasonable requirements
for the use of the ▇▇▇▇ provided from time to time by Federated in
writing.
In all other respects, the Sub-Advisory Agreement dated 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 May 1, 2007.
TRANSAMERICA FUND ADVISORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President, Secretary,
and General Counsel
FEDERATED EQUITY MANAGEMENT COMPANY OF
PENNSYLVANIA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President, Chief Executive
Officer
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