EXHIBIT 23 (d) (21) SUB-ADVISORY AGREEMENT ON BEHALF OF ▇▇▇ ▇▇▇▇▇▇ LARGE CAP
CORE
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
THIS AMENDMENT is made as of May 1, 2004 to the Sub-Advisory Agreement dated May
1, 2002 (the "AGREEMENT") between AEGON/Transamerica Fund Advisers, Inc., a
Florida corporation ("ATFA") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management, Inc., a
Delaware corporation (the "SUB-ADVISER"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. PORTFOLIO NAME CHANGE. Any references to ▇▇▇ ▇▇▇▇▇▇ Asset Allocation
are revised to mean ▇▇▇ ▇▇▇▇▇▇ Large Core in response to a name change
of the portfolio, effective May 1, 2004.
2. COMPENSATION. Effective May 1, 2004, the sub-advisory fee rate for ▇▇▇
▇▇▇▇▇▇ Active International Allocation is as follows:
0.45% of the first $250 million of the portfolio's average
daily net assets;
0.43% of the portfolio's average daily net assets from $250
million to $500 million; and
0.40% of the portfolio's average daily net assets over $500
million.
In all other respects, the Agreement dated May 1, 2002 is confirmed and remains
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this amendment to
be executed as of May 1, 2004.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: _______________________________ By: _______________________________
Name:______________________________ Name: _____________________________
Title: ____________________________ Title: ____________________________
ATTEST: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT, INC.
By: _______________________________ By: _______________________________
Name:______________________________ Name: _____________________________
Title: ____________________________ Title: ____________________________