EXHIBIT 23(D)(2)(43)
FORM OF SUB-ADVISORY AGREEMENT
ON BEHALF OF SELECT + AGGRESSIVE, SELECT + GROWTH & INCOME
AND SELECT + CONSERVATIVE
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
UNION PLANTERS INVESTMENT ADVISORS, INC.
SUB-ADVISORY AGREEMENT, made as of the 1st day of November, 2002,
between AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a
corporation organized and existing under the laws of the State of Florida and
Union Planters Investment Advisors, Inc. ("Sub-Adviser"), a corporation
organized and existing under the laws of the State of ___________.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997 ("Advisory
Agreement") with the AEGON/Transamerica Series Fund, Inc. ("Fund"), a Maryland
corporation which is engaged in business as an open-end investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act");
and
WHEREAS, the Fund is authorized to issue shares of Select Plus
Aggressive Growth Asset Allocation; Select Plus Balanced Asset Allocation; and
Select Plus Conservative Asset Allocation (each, a "Portfolio"; collectively,
the "Portfolios"), separate series of the Fund;
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to furnish certain investment advisory services to the Investment
Adviser with respect to the Portfolios and the Sub-Adviser is willing to
furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. APPOINTMENT.
Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Portfolios for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the
supervision of the Fund's Board of Directors ("Board") and the Investment
Adviser, the Sub-Adviser shall act as the investment sub-adviser and shall
supervise and direct the investments of the Portfolios in accordance with the
Portfolios' investment objective, policies, and restrictions as provided in the
Fund's Prospectus and Statement of Additional Information, as currently in
effect and as amended or supplemented from time to time (hereinafter referred
to as the "Prospectus"), and such other limitations as directed by the
appropriate officers of the Investment Adviser or the Fund by notice in writing
to the Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information
relating to the economy, industries, businesses, securities markets, and
securities as it may deem necessary or useful in the discharge of its
obligations hereunder and shall formulate and implement a continuing program
for the management of the assets and resources of the Portfolios in a manner
consistent with the Portfolios' investment objectives, policies, and
restrictions. In furtherance of this duty, the Sub-Adviser, on behalf of the
Portfolios, is authorized, in its discretion and without prior consultation
with the Portfolios or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise
trade in any stocks, bonds and other securities or assets;
and
(2) place orders and negotiate the commissions (if any)
for the execution of transactions in securities or other
assets with or through such brokers, dealers, underwriters or
issuers as the Sub-Adviser may select.
B. Additional Duties of Sub-Adviser. In addition to the
above, Sub-Adviser shall:
(1) furnish continuous investment information, 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;
(2) cause its officers to attend meetings of the Fund
and furnish oral or written reports, as the Fund may
reasonably require, in order to keep the Fund and its
officers and Board fully informed as to the condition of the
investment securities of the Portfolios, the investment
recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those
recommendations; and
(3) furnish such statistical and analytical information
and reports as may reasonably be required by the Fund from
time to time.
C. Further Duties of Sub-Adviser. In all matters
relating to the performance of this Agreement, the Sub-Adviser shall act in
conformity with the Fund's Articles of Incorporation and By-Laws, as each may
be amended or supplemented, and currently effective Registration Statement (as
defined below) and with the written instructions and directions of the Board
and the Investment Adviser, and shall comply with the requirements of the 1940
Act, the Advisers Act, the rules thereunder, and all other applicable federal
and state laws and regulations.
3. COMPENSATION.
In consideration of services rendered pursuant to this Agreement, the
Investment Adviser will pay the Sub-Adviser a fee at the annual rate of the
value of each Portfolio's average daily net assets set forth in Schedule A
hereto. Such fee shall be accrued daily and paid monthly as soon as practicable
after the end of each month. If the Sub-Adviser shall serve for less than the
whole of any month, the foregoing compensation shall be prorated. For the
purpose of determining fees payable to the Sub-Adviser, the value of a
Portfolio's net assets shall be computed at the times and in the manner
specified in the Fund's Registration Statement.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolios pursuant to
the Advisory Agreement and shall oversee and review the Sub-Adviser's
performance of its duties under this Agreement. Notwithstanding the Investment
Advisory Agreement, the Sub-Adviser has the authority to buy, sell, exchange,
convert, lend, and otherwise trade in any stocks, bonds and other securities or
assets on behalf of the Portfolios.
B. The Investment Adviser has furnished the Sub-Adviser
with copies of each of the following documents and will furnish to the
Sub-Adviser at its principal office all future amendments and supplements to
such documents, if any, as soon as practicable after such documents become
available:
(1) The Articles of Incorporation of the Fund, as filed
with the State of Maryland, as in effect on the date hereof
and as amended from time to time ("Articles"):
(2) The By-Laws of the Fund as in effect on the date
hereof and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of the Fund
authorizing the appointment of the Investment Adviser and the
Sub-Adviser and approving the form of the Advisory Agreement
and this Agreement;
(4) The Fund's Registration Statement under the 1940 Act
and the Securities Act of 1933, as amended, on Form N-1A, as
filed with the Securities and Exchange Commission ("SEC")
relating to a Portfolio and its shares and all amendments
thereto ("Registration Statement");
(5) The Notification of Registration of the Fund under
the 1940 Act on Form N-8A as filed with the SEC and any
amendments thereto:
(6) The Fund's Prospectus (as defined above); and
(7) A certified copy of any publicly available financial
statement or report prepared for the Fund by certified or
independent public accountants, and copies of any financial
statements or reports made by a Portfolio to its shareholders
or to any governmental body or securities exchange.
The Investment Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement.
C. During the term of this Agreement, the Investment
Adviser shall furnish to the Sub-Adviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales literature, or
other material prepared for distribution to shareholders of the Portfolios or
the public, which refer to the Sub-Adviser or investment companies or other
advisory accounts advised or sponsored by the Sub-Adviser or investment
companies or other advisory accounts advised or sponsored by the Sub-Adviser in
any way, prior to the use thereof, and the Investment Adviser shall not use any
such materials if the Sub-Adviser reasonably objects in writing within fifteen
business days (or such other time as may be mutually agreed) after receipt
thereof.
5. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with
broker-dealers for the purchase or sale of portfolio securities, it shall
attempt to obtain quality execution at favorable security prices (best price
and execution); provided that, on behalf of the Fund, the Sub-Adviser may, in
its discretion, agree to pay a broker-dealer that furnishes brokerage or
research services as such services are defined under Section 28(e) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), a higher commission
than that which might have been charged by another broker-dealer for effecting
the same transactions, if the Sub-Adviser determines in good faith that such
commission is reasonable in relation to the brokerage and research services
provided by the broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser with respect to
the accounts as to which it exercises investment discretion (as such term is
defined under Section 3(a)(35) of the 1934 Act). Pursuant to such factors, the
Sub-Adviser may utilize one or more of its affiliates as broker for
transactions for the Portfolios. In no instance will portfolio securities be
purchased from or sold to the Sub-Adviser, or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder.
B. On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Fund as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Adviser in the
manner the Sub-Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
C. In addition to the foregoing, the Sub-Adviser agrees
that orders with broker-dealers for the purchase or sale of portfolio
securities by the Portfolios shall be placed in accordance with the standards
set forth in the Advisory Agreement.
6. OWNERSHIP OF RECORDS.
The Sub-Adviser shall maintain all books and records required to be
maintained by the Sub-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,
the Sub-Adviser 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(f) 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, the Sub-Adviser may
retain copies of such records.
7. REPORTS.
The Sub-Adviser shall furnish to the Board or the Investment Adviser,
or both, as appropriate, such information, reports, evaluations, analyses and
opinions as the Sub-Adviser and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
8. SERVICES TO OTHERS CLIENTS.
Nothing contained in this Agreement shall limit or restrict (i) the
freedom of the Sub-Adviser, or any affiliated person thereof, to render
investment management and corporate administrative services to other investment
companies, to act as investment manager or investment counselor to other
persons, firms, or corporations, or to engage in any other business activities,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, who
may also be a director, officer, or employee of the Fund, to engage in any
other business or to devote his or her time and attention in part to the
management or other aspects of any other business, whether of a similar nature
or a dissimilar nature.
9. REPRESENTATIONS OF SUB-ADVISER.
The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any applicable federal or state requirements, or
the applicable requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform the services contemplated by
this Agreement; (iv) has the authority to enter into and perform the services
contemplated by this Agreement; and (v) will immediately notify the Investment
Adviser of the occurrence of any event that would disqualify the Sub-Adviser
from serving as an investment adviser of an investment company pursuant to
Section 9 (a) of the 1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has
not already done so, will provide the Investment Adviser and the Fund with a
copy of such code of ethics, together with evidence of its adoption.
C. The Sub-Adviser has provided the Investment Adviser
and the Fund with a copy of its Form ADV as most recently filed with the SEC
and will, promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Investment Adviser.
The Investment Adviser represents, warrants, and agrees as follows:
The Investment Adviser: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for so
long as this Agreement remains in effect; (ii) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will
continue to meet for so long as this Agreement remains in effect, any
applicable federal or state requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the authority to
enter into and perform the services contemplated by this Agreement; and (v)
will immediately notify the Sub- Adviser of the occurrence of any event that
would disqualify the Investment Adviser from serving as an investment adviser
of an investment company pursuant to Section 9 (a) of the 1940 Act or
otherwise.
10. TERM OF AGREEMENT.
This Agreement shall become effective upon the date first above
written, provided that this Agreement shall not take effect unless it has first
been approved (i) by a vote of a majority of those Directors of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(ii) by vote of a majority of the Portfolios' outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for two years from its effective date. Thereafter, this Agreement shall
continue in effect from year to year, with respect to each Portfolio, subject
to the termination provisions and all other terms and conditions hereof, so
long as such continuation shall be specifically approved at least annually (a)
by either the Board, or by vote of a majority of the outstanding voting
securities of the Portfolio; and (b) in either event, by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of a
majority of the Directors of the Fund who are not parties to this Agreement or
interested persons of any such party. The Sub-Adviser shall furnish to the
Fund, promptly upon its request such information as may reasonably be necessary
to evaluate the terms of this Agreement or any extension, renewal, or amendment
hereof.
11. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of
a majority of the outstanding voting securities of each Portfolio, or per the
terms of the exemptive order - Release No. 23379 - under Section 6(c) of the
Act from Section 15(a) and Rule 18f-2 under the Act, on at least 60 days' prior
written notice to the Sub-Adviser. This Agreement may also be terminated by the
Investment Adviser: (i) on at least 60 days' prior written notice to the
Sub-Adviser, without the payment of any penalty; or (ii) if the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement.
The Sub-Adviser may terminate this Agreement at any time, or preclude its
renewal without the payment of any penalty, on at least 60 days' prior notice
to the Investment Adviser. This Agreement shall terminate automatically in the
event of its assignment or upon termination of the Advisory Agreement.
12. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of a majority of a Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
13. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Maryland without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of Maryland conflict with the applicable
provisions of the 1940 Act, the latter shall control.
B. Captions. The captions contained in this Agreement
are included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the
entire agreement and understanding of the parties hereto and shall supersede
any prior agreements between the parties relating to the subject matter hereof,
and all such prior agreements shall be deemed terminated upon the effectiveness
of this Agreement.
D. Interpretation. Nothing herein contained shall be
deemed to require the Fund to take any action contrary to its Articles or
By-Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of its
responsibility for and control of the conduct of the affairs of the Fund.
E. Definitions. Any question of interpretation of any
term of provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act shall be resolved by reference
to such term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States courts or, in the absence of any controlling decision
of any such court, by rules, regulations, or orders of the SEC validly issued
pursuant to the 1940 Act. As used in this Agreement, the terms "majority of the
outstanding voting securities," "affiliated person," "interested person,"
"assignment," "broker," "investment adviser," "net assets," "sale," "sell," and
"security" shall have the same meaning as such terms have in the 1940 Act,
subject to such exemption as may be granted by the SEC by any rule, regulation,
or order. Where the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less restrictive by a
rule, regulation, or order of the SEC, whether of special or general
application, such provision shall be deemed to incorporate the effect of such
rule, regulation, or order, unless the Investment Adviser and the Sub-Adviser
agree to the contrary.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
----------------------------- ----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General Counsel,
and Assistant Secretary Compliance Officer and Secretary
ATTEST: UNION PLANTERS INVESTMENT ADVISORS, INC.
By: By:
----------------------------- ----------------------------------------
Name: Name:
Title: Title:
FORM OF
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Select Plus Aggressive Growth Asset 0.10% of the Portfolio's average daily net assets April 30, 2004
Allocation
Select Plus Balanced Asset Allocation 0.10% of the Portfolio's average daily net assets April 30, 2004
Select Plus Conservative Asset Allocation 0.10% of the Portfolio's average daily net assets April 30, 2004