Exhibit 23(d) (29-47)
Sub-Advisory Agreements
EXHIBIT 23(D) 29
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
CAPITAL GUARDIAN TRUST COMPANY
AGREEMENT made as of the 1st day of May, 2002 by and between Capital
Guardian Trust Company, a California corporation (the "Sub-Adviser"), and
AEGON/Transamerica Fund Advisers, Inc., a Florida corporation (the "Investment
Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Capital Guardian Global (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. Subject
to the supervision and control by the Investment Adviser and/or the Fund's Board
of Directors, the Sub-Adviser may execute account documentation, agreements,
contracts and other documents requested by brokers, dealers, counterparties and
other persons in connection with its management of the assets of the Portfolio.
In such respect, and only for this limited purpose, the Sub-Adviser shall act as
the Investment Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change in
the fundamental and non-fundamental investment policies and restrictions of the
Portfolio before they become effective and to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Registration Statement before filing with the Securities and Exchange Commission
("SEC") and amendments to the Charter Documents. The
Investment Adviser will promptly provide the Sub-Adviser with any procedures
applicable to the Sub-Adviser adopted from time to time by the Fund's Board of
Directors and agrees to promptly provide the Sub-Adviser copies of all
amendments thereto. The Sub-Adviser will not be bound to follow any change in
the investment policies, restrictions or procedures of the Portfolio or Fund,
however, until it has received written notice of any such change from the
Investment Adviser.
The Investment Adviser shall timely furnish the Sub-Adviser with such
additional information as may be reasonably necessary for or requested by the
Sub-Adviser to perform its responsibilities pursuant to this Agreement. The
Investment Adviser shall cooperate with the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts the Sub-Adviser deems
advisable to allow for the purchase or sale of various forms of securities
pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration Statement
and Charter Documents may be amended from time to time, in compliance with the
requirements applicable to registered investment companies under applicable laws
and those requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended (the "Code") and any written instructions which the
Investment Adviser or the Fund's Board of Directors may issue from time-to-time
in accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render such reports to the Fund's Board of Directors and the
Investment Adviser as they may reasonably request concerning the investment
activities of the Portfolio, provided that the Sub-Adviser shall not be
responsible for Portfolio accounting. Unless the Investment Adviser gives the
Sub-Adviser written instructions to the contrary with respect to all, but not
less than all, of the proxies, the Sub-Adviser shall, in good faith and in a
manner which it reasonably believes best serves the interests of the Portfolio's
shareholders, direct the Portfolio's custodian as to how to vote such proxies as
may be necessary or advisable in connection with any matters submitted to a vote
of shareholders of securities held by the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the Fund, the
Investment Adviser or any person retained by the Fund at all reasonable times.
Where applicable, such records shall be maintained by the Sub-Adviser for the
periods and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement, but shall not be obligated to pay any
expenses of the Investment Adviser, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of fees paid to the Investment Adviser required by any expense
limitation provision and any liability arising out of a violation of Section
36(b) of the 1940 Act shall be the sole responsibility of the Investment
Adviser.
e. The Sub-Adviser and the Investment Adviser
acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio
or for the Investment Adviser, and does not have access to all of the
Portfolio's books and records necessary to perform certain compliance testing.
To the extent that the Sub-Adviser has agreed to perform the services specified
in this Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Investment Adviser and any
policies adopted by the Fund's Board of Directors applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act ("Applicable Law")), the Sub-Adviser shall perform such
services based upon its books and records with respect to the Portfolio (as
specified in Section 2.c. hereof), which comprise a portion of the Portfolio's
books and records, and upon information and written instructions received from
the Fund, the Investment Adviser or the Fund's administrator, and shall not be
held responsible under this Agreement so long as it performs such services in
accordance with this Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and instructions provided
by the Fund, the Investment Adviser or the Fund's administrator. The Sub-Adviser
shall have no responsibility to monitor certain limitations or restrictions for
which the Sub-Adviser has not been provided sufficient information in accordance
with Section 1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser.
f. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public or
private.
g. The Sub-Adviser shall be responsible for the
preparation and filing of all forms pursuant to Section 13 of the Securities
Exchange Act of 1934 with respect to the discretionary management of assets of
the Portfolio. The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required of the Portfolio by any governmental or
regulatory agency, except as expressly agreed to in writing.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any
other code of ethics, including the Investment Adviser's code of ethics, unless
specifically adopted by the Sub-Adviser.
5. Use of Names. The Sub-Adviser hereby consents to the Portfolio
being named Capital Guardian Global. The Investment Adviser acknowledges and
agrees that the names "Capital Guardian Trust Company," "Capital Guardian," and
any of the other names of the Sub-Adviser or its affiliated companies, and their
respective officers, directors and employees (the "Sub-Adviser's Affiliates"),
and any derivative or logo or trade or service ▇▇▇▇ thereof (collectively, the
"Names and Trademarks"), are the valuable property of the Sub-Adviser and the
Sub-Adviser's Affiliates. The Investment Adviser shall not have the right to use
the Names and Trademarks without the prior, express, written consent of the
Sub-Adviser, which such consent shall not be unreasonably withheld for the
period of time of which this Agreement is in effect; provided, however, that the
Sub-Adviser hereby approves all uses of the Names and Trademarks which merely
refer in accurate terms to its appointment hereunder or which are required by
the SEC or a state securities commission. Immediately, upon the termination of
this Agreement, the Investment Adviser shall cease to use such Names and
Trademarks.
The Investment Adviser agrees that it will review with the Sub-Adviser
any advertisement, sales literature or notice prior to its use or publication
that makes reference to the Names and/or Trademarks, so that the Sub-Adviser may
review the context in which the Names and/or Trademarks are being referred to,
it being agreed that the Sub-Adviser shall have no responsibility to ensure the
adequacy of the form or content of such materials for the purposes of the 1940
Act or other applicable laws or regulations. If the Investment Adviser of the
Portfolio makes any unauthorized use of, or reference to, the Names or the
Trademarks the Investment Adviser acknowledges that the Sub-Adviser shall suffer
irreparable harm for which monetary damages may not be completely adequate, and
therefore the Sub-Adviser may also be entitled to injunctive relief.
The Sub-Adviser shall not use the name of the Fund or the Investment
Adviser in any material relating to the Sub-Adviser in any manner not approved
prior thereto by the Investment Adviser; provided, however, that the Investment
Adviser hereby approves all uses of its or the Fund's name which merely refer in
accurate terms to the appointment of the Sub-Adviser hereunder or which are
required by the SEC or a state securities commission or banking regulator; and,
provided, further, that in no event shall such approval be unreasonably
withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Capital Guardian Trust Company" or any
derivative or abbreviation thereof as part of their name, and that the
Sub-Adviser or the Sub-Adviser's Affiliates may enter into investment advisory,
administration or other agreements with such other entities.
6. Liability. Except as may otherwise be provided by the 1940
Act, or other federal securities laws, neither the Sub-Adviser nor any of the
Sub-Adviser's Affiliates or shareholders shall be liable for any loss,
liability, cost, damage, or expense (including reasonable attorneys' fees and
costs) (collectively referred to in this Agreement as "Losses"), except for
Losses resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement. The Investment Adviser shall hold harmless and indemnify the
Sub-Adviser, the Sub-Adviser's Affiliates and shareholders, (a) for any Loss not
resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement and (b) for any Loss resulting from any untrue statement of a material
fact or any omission to state a material fact required to be stated or necessary
to make statements, in light of the circumstances under which they are made, not
misleading in any of the Portfolio's Charter Requirements, or reports,
advertisements, sales literature or other materials pertaining to the Portfolio
unless any such statement or omission was made in reliance on
information provided to the Investment Adviser by the Sub-Adviser for the
express purpose of inclusion in such materials. The obligations contained in
this Section 6 shall survive termination of this Agreement.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Fund's Board of Directors, by
the Investment Adviser, by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or by the
Sub-Adviser upon 60 days' prior written notice to the Investment Adviser, or
upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated as of January 1, 1997, as amended, between the
Investment Adviser and the Fund. This Agreement shall terminate automatically
and immediately in the event of its assignment. The terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Sub-Adviser and the Investment Adviser, subject to approval by the Fund's
Board of Directors and, if required by applicable SEC rules and regulations, a
vote of a majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the Sub-Adviser's disclosure
to third parties of (i) investment results and other data of the Investment
Adviser or the Portfolio in connection with providing composite investment
results of the Sub-Adviser and (ii) investments and transactions of the
Investment Adviser or the Portfolio in connection with providing composite
information of clients of the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Custodian. The Portfolio assets shall be maintained in the
custody of its custodian. Any assets added to the Portfolio shall be delivered
directly to such custodian. The Sub-Adviser shall have no liability for the acts
or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the custodian of investments that require
segregation and appropriate assets for segregation.
12. Information. The Investment Adviser hereby acknowledges that
it and the Directors of the Fund have been provided with all information
necessary in connection with the services to be provided by the Sub-Adviser
hereunder and any other information that the Investment Adviser or the Directors
deem necessary.
13. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
-------------------------------- -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: CAPITAL GUARDIAN TRUST COMPANY
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Capital Guardian Global 0.65% of the first $150 million of the April 30, 2004
Portfolio's average daily net assets;
0.55% of average daily net assets over
$150 million up to $300 million; 0.45%
of the portfolio's average daily net
assets over $300 million up to $500
million; and 0.40% of average daily net
assets over $500 million.
Exhibit 23(d) 30
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
CAPITAL GUARDIAN TRUST COMPANY
AGREEMENT made as of the 1st day of May, 2002 by and between Capital
Guardian Trust Company, a California corporation (the "Sub-Adviser"), and
AEGON/Transamerica Fund Advisers, Inc., a Florida corporation (the "Investment
Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Capital Guardian U.S. Equity (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. Subject
to the supervision and control by the Investment Adviser and/or the Fund's Board
of Directors, the Sub-Adviser may execute account documentation, agreements,
contracts and other documents requested by brokers, dealers, counterparties and
other persons in connection with its management of the assets of the Portfolio.
In such respect, and only for this limited purpose, the Sub-Adviser shall act as
the Investment Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change in
the fundamental and non-fundamental investment policies and restrictions of the
Portfolio before they become effective and to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Registration Statement before filing with the Securities and Exchange Commission
("SEC") and amendments to the Charter Documents. The
Investment Adviser will promptly provide the Sub-Adviser with any procedures
applicable to the Sub-Adviser adopted from time to time by the Fund's Board of
Directors and agrees to promptly provide the Sub-Adviser copies of all
amendments thereto. The Sub-Adviser will not be bound to follow any change in
the investment policies, restrictions or procedures of the Portfolio or Fund,
however, until it has received written notice of any such change from the
Investment Adviser.
The Investment Adviser shall timely furnish the Sub-Adviser with such
additional information as may be reasonably necessary for or requested by the
Sub-Adviser to perform its responsibilities pursuant to this Agreement. The
Investment Adviser shall cooperate with the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts the Sub-Adviser deems
advisable to allow for the purchase or sale of various forms of securities
pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration Statement
and Charter Documents may be amended from time to time, in compliance with the
requirements applicable to registered investment companies under applicable laws
and those requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended (the "Code") and any written instructions which the
Investment Adviser or the Fund's Board of Directors may issue from time-to-time
in accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render such reports to the Fund's Board of Directors and the
Investment Adviser as they may reasonably request concerning the investment
activities of the Portfolio, provided that the Sub-Adviser shall not be
responsible for Portfolio accounting. Unless the Investment Adviser gives the
Sub-Adviser written instructions to the contrary with respect to all, but not
less than all, of the proxies, the Sub-Adviser shall, in good faith and in a
manner which it reasonably believes best serves the interests of the Portfolio's
shareholders, direct the Portfolio's custodian as to how to vote such proxies as
may be necessary or advisable in connection with any matters submitted to a vote
of shareholders of securities held by the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the Fund, the
Investment Adviser or any person retained by the Fund at all reasonable times.
Where applicable, such records shall be maintained by the Sub-Adviser for the
periods and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement, but shall not be obligated to pay any
expenses of the Investment Adviser, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of fees paid to the Investment Adviser required by any expense
limitation provision and any liability arising out of a violation of Section
36(b) of the 1940 Act shall be the sole responsibility of the Investment
Adviser.
e. The Sub-Adviser and the Investment Adviser
acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio
or for the Investment Adviser, and does not have access to all of the
Portfolio's books and records necessary to perform certain compliance testing.
To the extent that the Sub-Adviser has agreed to perform the services specified
in this Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Investment Adviser and any
policies adopted by the Fund's Board of Directors applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act ("Applicable Law")), the Sub-Adviser shall perform such
services based upon its books and records with respect to the Portfolio (as
specified in Section 2.c. hereof), which comprise a portion of the Portfolio's
books and records, and upon information and written instructions received from
the Fund, the Investment Adviser or the Fund's administrator, and shall not be
held responsible under this Agreement so long as it performs such services in
accordance with this Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and instructions provided
by the Fund, the Investment Adviser or the Fund's administrator. The Sub-Adviser
shall have no responsibility to monitor certain limitations or restrictions for
which the Sub-Adviser has not been provided sufficient information in accordance
with Section 1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser.
f. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public or
private.
g. The Sub-Adviser shall be responsible for the
preparation and filing of all forms pursuant to Section 13 of the Securities
Exchange Act of 1934 with respect to the discretionary management of assets of
the Portfolio. The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required of the Portfolio by any governmental or
regulatory agency, except as expressly agreed to in writing.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any
other code of ethics, including the Investment Adviser's code of ethics, unless
specifically adopted by the Sub-Adviser.
5. Use of Names. The Sub-Adviser hereby consents to the Portfolio
being named Capital Guardian U.S. Equity. The Investment Adviser acknowledges
and agrees that the names "Capital Guardian Trust Company," "Capital Guardian,"
and any of the other names of the Sub-Adviser or its affiliated companies, and
their respective officers, directors and employees (the "Sub-Adviser's
Affiliates"), and any derivative or logo or trade or service ▇▇▇▇ thereof
(collectively, the "Names and Trademarks"), are the valuable property of the
Sub-Adviser and the Sub-Adviser's Affiliates. The Investment Adviser shall not
have the right to use the Names and Trademarks without the prior, express,
written consent of the Sub-Adviser, which such consent shall not be unreasonably
withheld for the period of time of which this Agreement is in effect; provided,
however, that the Sub-Adviser hereby approves all uses of the Names and
Trademarks which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission. Immediately,
upon the termination of this Agreement, the Investment Adviser shall cease to
use such Names and Trademarks.
The Investment Adviser agrees that it will review with the Sub-Adviser
any advertisement, sales literature or notice prior to its use or publication
that makes reference to the Names and/or Trademarks, so that the Sub-Adviser may
review the context in which the Names and/or Trademarks are being referred to,
it being agreed that the Sub-Adviser shall have no responsibility to ensure the
adequacy of the form or content of such materials for the purposes of the 1940
Act or other applicable laws or regulations. If the Investment Adviser of the
Portfolio makes any unauthorized use of, or reference to, the Names or the
Trademarks the Investment Adviser acknowledges that the Sub-Adviser shall suffer
irreparable harm for which monetary damages may not be completely adequate, and
therefore the Sub-Adviser may also be entitled to injunctive relief.
The Sub-Adviser shall not use the name of the Fund or the Investment
Adviser in any material relating to the Sub-Adviser in any manner not approved
prior thereto by the Investment Adviser; provided, however, that the Investment
Adviser hereby approves all uses of its or the Fund's name which merely refer in
accurate terms to the appointment of the Sub-Adviser hereunder or which are
required by the SEC or a state securities commission or banking regulator; and,
provided, further, that in no event shall such approval be unreasonably
withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Capital Guardian Trust Company" or any
derivative or abbreviation thereof as part of their name, and that the
Sub-Adviser or the Sub-Adviser's Affiliates may enter into investment advisory,
administration or other agreements with such other entities.
6. Liability. Except as may otherwise be provided by the 1940
Act, or other federal securities laws, neither the Sub-Adviser nor any of the
Sub-Adviser's Affiliates or shareholders, shall be liable for any loss,
liability, cost, damage, or expense (including reasonable attorneys' fees and
costs) (collectively referred to in this Agreement as "Losses"), except for
Losses resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement. The Investment Adviser shall hold harmless and indemnify the
Sub-Adviser, the Sub-Adviser's Affiliates and shareholders (a) for any Loss not
resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement and (b) for any Loss resulting from any untrue statement of a material
fact or any omission to state a material fact required to be stated or necessary
to make statements, in light of the circumstances under which they are made, not
misleading in any of the Portfolio's Charter Requirements, or reports,
advertisements, sales literature or other materials pertaining to the Portfolio
unless any such statement or omission was made in reliance on
information provided to the Investment Adviser by the Sub-Adviser for the
express purpose of inclusion in such materials. The obligations contained in
this Section 6 shall survive termination of this Agreement.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Fund's Board of Directors, by
the Investment Adviser, or by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or by the
Sub-Adviser upon 60 days' prior written notice to the Investment Adviser, or
upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated January 1, 1997, as amended, between the Investment
Adviser and the Fund. This Agreement shall terminate automatically and
immediately in the event of its assignment. The terms "assignment" and "vote of
a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Sub-Adviser and the Investment Adviser, subject to approval by the Fund's
Board of Directors and, if required by applicable SEC rules and regulations, a
vote of a majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the Sub-Adviser's disclosure
to third parties of (i) investment results and other data of the Investment
Adviser or the Portfolio in connection with providing composite investment
results of the Sub-Adviser and (ii) investments and transactions of the
Investment Adviser or the Portfolio in connection with providing composite
information of clients of the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Custodian. The Portfolio assets shall be maintained in the
custody of its custodian. Any assets added to the Portfolio shall be delivered
directly to such custodian. The Sub-Adviser shall have no liability for the acts
or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the custodian of investments that require
segregation and appropriate assets for segregation.
12. Information. The Investment Adviser hereby acknowledges that
it and the Directors of the Fund have been provided with all information
necessary in connection with the services to be provided by the Sub-Adviser
hereunder and any other information that the Investment Adviser or the Directors
deem necessary.
13. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
-------------------------------- -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: CAPITAL GUARDIAN TRUST COMPANY
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Capital Guardian U.S. Equity 0.50% of the first $150 million of the April 30, 2004
Portfolio's average daily net assets;
0.45% of average daily net assets over
$150 million up to $300 million; 0.35%
of the portfolio's average daily net
assets over $300 million up to $500
million; and 0.30% of average daily net
assets over $500 million.
EXHIBIT 23(D) 31
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
CAPITAL GUARDIAN TRUST COMPANY
AGREEMENT made as of the 1st day of May, 2002 by and between Capital
Guardian Trust Company, a California corporation (the "Sub-Adviser"), and
AEGON/Transamerica Fund Advisers, Inc., a Florida corporation (the "Investment
Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Capital Guardian Value (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. Subject
to the supervision and control by the Investment Adviser and/or the Fund's Board
of Directors, the Sub-Adviser may execute account documentation, agreements,
contracts and other documents requested by brokers, dealers, counterparties and
other persons in connection with its management of the assets of the Portfolio.
In such respect, and only for this limited purpose, the Sub-Adviser shall act as
the Investment Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change in
the fundamental and non-fundamental investment policies and restrictions of the
Portfolio before they become effective and to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Registration Statement before filing with the Securities and Exchange Commission
("SEC") and amendments to the Charter Documents. The Investment Adviser will
promptly provide the Sub-Adviser with any procedures applicable to the
Sub-
Adviser adopted from time to time by the Fund's Board of Directors and agrees to
promptly provide the Sub-Adviser copies of all amendments thereto. The
Sub-Adviser will not be bound to follow any change in the investment policies,
restrictions or procedures of the Portfolio or Fund, however, until it has
received written notice of any such change from the Investment Adviser.
The Investment Adviser shall timely furnish the Sub-Adviser with such
additional information as may be reasonably necessary for or requested by the
Sub-Adviser to perform its responsibilities pursuant to this Agreement. The
Investment Adviser shall cooperate with the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts the Sub-Adviser deems
advisable to allow for the purchase or sale of various forms of securities
pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration Statement
and Charter Documents may be amended from time to time, in compliance with the
requirements applicable to registered investment companies under applicable laws
and those requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended (the "Code") and any written instructions which the
Investment Adviser or the Fund's Board of Directors may issue from time-to-time
in accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render such reports to the Fund's Board of Directors and the
Investment Adviser as they may reasonably request concerning the investment
activities of the Portfolio, provided that the Sub-Adviser shall not be
responsible for Portfolio accounting. Unless the Investment Adviser gives the
Sub-Adviser written instructions to the contrary with respect to all, but not
less than all, of the proxies, the Sub-Adviser shall, in good faith and in a
manner which it reasonably believes best serves the interests of the Portfolio's
shareholders, direct the Portfolio's custodian as to how to vote such proxies as
may be necessary or advisable in connection with any matters submitted to a vote
of shareholders of securities held by the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the Fund, the
Investment Adviser or any person retained by the Fund at all reasonable times.
Where applicable, such records shall be maintained by the Sub-Adviser for the
periods and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement,
but shall not be obligated to pay any expenses of the Investment Adviser, the
Fund, or the Portfolio, including without limitation: (a) interest and taxes;
(b) brokerage commissions and other costs in connection with the purchase or
sale of securities or other investment instruments for the Portfolio; and (c)
custodian fees and expenses. Any reimbursement of fees paid to the Investment
Adviser required by any expense limitation provision and any liability arising
out of a violation of Section 36(b) of the 1940 Act shall be the sole
responsibility of the Investment Adviser.
e. The Sub-Adviser and the Investment Adviser
acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio
or for the Investment Adviser, and does not have access to all of the
Portfolio's books and records necessary to perform certain compliance testing.
To the extent that the Sub-Adviser has agreed to perform the services specified
in this Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Investment Adviser and any
policies adopted by the Fund's Board of Directors applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act ("Applicable Law")), the Sub-Adviser shall perform such
services based upon its books and records with respect to the Portfolio (as
specified in Section 2.c. hereof), which comprise a portion of the Portfolio's
books and records, and upon information and written instructions received from
the Fund, the Investment Adviser or the Fund's administrator, and shall not be
held responsible under this Agreement so long as it performs such services in
accordance with this Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and instructions provided
by the Fund, the Investment Adviser or the Fund's administrator. The Sub-Adviser
shall have no responsibility to monitor certain limitations or restrictions for
which the Sub-Adviser has not been provided sufficient information in accordance
with Section 1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser.
f. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public or
private.
g. The Sub-Adviser shall be responsible for the
preparation and filing of all forms pursuant to Section 13 of the Securities
Exchange Act of 1934 with respect to the discretionary management of assets of
the Portfolio. The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required of the Portfolio by any governmental or
regulatory agency, except as expressly agreed to in writing.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any
other code of ethics, including the Investment Adviser's code of ethics, unless
specifically adopted by the Sub-Adviser.
5. Use of Names. The Sub-Adviser hereby consents to the Portfolio
being named Capital Guardian Value. The Investment Adviser acknowledges and
agrees that the names "Capital Guardian Trust Company," "Capital Guardian," and
any of the other names of the Sub-Adviser or its affiliated companies, and their
respective officers, directors and employees (the "Sub-Adviser's Affiliates"),
and any derivative or logo or trade or service ▇▇▇▇ thereof (collectively, the
"Names and Trademarks"), are the valuable property of the Sub-Adviser and the
Sub-Adviser's Affiliates. The Investment Adviser shall not have the right to use
the Names and Trademarks without the prior, express, written consent of the
Sub-Adviser, which such consent shall not be unreasonably withheld for the
period of time of which this Agreement is in effect; provided, however, that the
Sub-Adviser hereby approves all uses of the Names and Trademarks which merely
refer in accurate terms to its appointment hereunder or which are required by
the SEC or a state securities commission. Immediately, upon the termination of
this Agreement, the Investment Adviser shall cease to use such Names and
Trademarks.
The Investment Adviser agrees that it will review with the Sub-Adviser
any advertisement, sales literature or notice prior to its use or publication
that makes reference to the Names and/or Trademarks, so that the Sub-Adviser may
review the context in which the Names and/or Trademarks are being referred to,
it being agreed that the Sub-Adviser shall have no responsibility to ensure the
adequacy of the form or content of such materials for the purposes of the 1940
Act or other applicable laws or regulations. If the Investment Adviser of the
Portfolio makes any unauthorized use of, or reference to, the Names or the
Trademarks the Investment Adviser acknowledges that the Sub-Adviser shall suffer
irreparable harm for which monetary damages may not be completely adequate, and
therefore the Sub-Adviser may also be entitled to injunctive relief.
The Sub-Adviser shall not use the name of the Fund or the Investment
Adviser in any material relating to the Sub-Adviser in any manner not approved
prior thereto by the Investment Adviser; provided, however, that the Investment
Adviser hereby approves all uses of its or the Fund's name which merely refer in
accurate terms to the appointment of the Sub-Adviser hereunder or which are
required by the SEC or a state securities commission or banking regulator; and,
provided, further, that in no event shall such approval be unreasonably
withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Capital Guardian Trust Company" or any
derivative or abbreviation thereof as part of their name, and that the
Sub-Adviser or the Sub-Adviser's Affiliates may enter into investment advisory,
administration or other agreements with such other entities.
6. Liability. Except as may otherwise be provided by the 1940
Act, or other federal securities laws, neither the Sub-Adviser nor any of the
Sub-Adviser's Affiliates or shareholders shall be liable for any loss,
liability, cost, damage, or expense (including reasonable attorneys' fees and
costs) (collectively referred to in this Agreement as "Losses"), except for
Losses resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement. The Investment Adviser shall hold harmless and indemnify the
Sub-Adviser, the Sub-Adviser's Affiliates and shareholders (a) for any Loss not
resulting from the Sub-Adviser's gross negligence, bad faith, or willful
misconduct or reckless disregard of its obligations and duties under this
Agreement and (b) for any Loss resulting from any untrue statement of a material
fact or any omission to state a material fact required to be stated or necessary
to make statements, in light of the circumstances under which they are made, not
misleading in any of the Portfolio's Charter Requirements, or reports,
advertisements, sales literature or other materials pertaining to the Portfolio
unless any such statement or omission was made in reliance on
information provided to the Investment Adviser by the Sub-Adviser for the
express purpose of inclusion in such materials. The obligations contained in
this Section 6 shall survive termination of this Agreement.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Fund's Board of Directors, by
the Investment Adviser, or by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or by the
Sub-Adviser upon 60 days' prior written notice to the Investment Adviser, or
upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated as of January 1, 1997, as amended, between the
Investment Adviser and the Fund. This Agreement shall terminate automatically
and immediately in the event of its assignment. The terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Sub-Adviser and the Investment Adviser, subject to approval by the Fund's
Board of Directors and, if required by applicable SEC rules and regulations, a
vote of a majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the Sub-Adviser's disclosure
to third parties of (i) investment results and other data of the Investment
Adviser or the Portfolio in connection with providing composite investment
results of the Sub-Adviser and (ii) investments and transactions of the
Investment Adviser or the Portfolio in connection with providing composite
information of clients of the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Custodian. The Portfolio assets shall be maintained in the
custody of its custodian. Any assets added to the Portfolio shall be delivered
directly to such custodian. The Sub-Adviser shall have no liability for the acts
or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the custodian of investments that require
segregation and appropriate assets for segregation.
12. Information. The Investment Adviser hereby acknowledges that
it and the Directors of the Fund have been provided with all information
necessary in connection with the services to be provided by the Sub-Adviser
hereunder and any other information that the Investment Adviser or the Directors
deem necessary.
13. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
-------------------------------- -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: CAPITAL GUARDIAN TRUST COMPANY
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Capital Guardian Value 0.50% of the first $150 million of the April 30, 2004
Portfolio's average daily net assets;
0.45% of average daily net assets over
$150 million up to $300 million; 0.35%
of the portfolio's average daily net
assets over $300 million up to $500
million; and 0.30% of average daily net
assets over $500 million.
EXHIBIT 23(D) 32
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
THE DREYFUS CORPORATION
AGREEMENT made as of the 1st day of May, 2002, by and between
The Dreyfus Corporation, a New York corporation (the "Sub-Adviser"), and
AEGON/Transamerica Fund Advisers, Inc., a Florida corporation (the "Investment
Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Dreyfus Small Cap Value(the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing services for the
Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of rendering investment
advisory services to investment companies and other institutional clients and
desires to provide such services to the Investment Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
respective investment objectives and policies of the Portfolio set forth in the
Fund's Registration Statement, as such Registration Statement may be amended
from time to time, and any written instructions which the Investment Adviser or
the Fund's Board of Directors may issue from time-to-time in accordance
therewith. In pursuance of the foregoing, the Sub-Adviser shall make all
determinations with respect to the purchase and sale of portfolio securities and
shall take such action necessary to implement the same. The Sub-Adviser shall
render regular reports to the Fund's Board of Directors and the Investment
Adviser concerning the investment activities of the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or banks as it
may select including affiliates of the Sub-Adviser and, complying with Section
28(e) of the Securities Exchange Act of 1934, may pay a commission on
transactions in excess of the amount of commission another broker-dealer would
have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the Securities and
Exchange Commission ("SEC"), the Fund, the Investment Adviser or any person
retained by the Fund. Where applicable, such records shall be maintained by the
Sub-Adviser for the periods and in the places required by Rule 31a-2 under the
▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Investment Adviser shall not use the name of
the Sub-Adviser or its parent in any prospectus, sales literature or other
material relating to the Fund in any manner not approved prior thereto by the
Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses of
its name and that of its parent which merely refer in accurate terms to its
appointment hereunder or which are required by the SEC or a state securities
commission; and, provided, further, that in no event shall such approval be
unreasonably withheld. The Sub-Adviser shall not use the name of the Fund or the
Investment Adviser in any material relating to the Sub-Adviser in any manner not
approved prior thereto by the Investment Adviser; provided, however, that the
Investment Adviser shall approve all uses of its or the Fund's name which merely
refer in accurate terms to the appointment of the Sub-Adviser hereunder or which
are required by the SEC or a state securities commission; and, provided further,
that in no event shall such approval be unreasonably withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Dreyfus" as part of their name, and
that the Sub-Adviser or its affiliates may enter into investment advisory,
administration or other agreements with such other entities. If the Sub-Adviser
ceases to act as the Portfolio's investment adviser pursuant to this Agreement,
the Investment Adviser agrees that, at the Sub-Adviser's request, it will cause
the Fund to take all necessary action to change the name of the Portfolio to a
name not including "Dreyfus" in any form or combination of words.
6. Liability of the Sub-Adviser. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be liable
for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security. Nothing herein shall constitute a waiver of any rights or
remedies which the Fund may have under any federal or state securities laws.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Fund's Board of Directors, by
the Investment Adviser, or by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or by the
Sub-Adviser upon 150 days' prior written notice to the Investment Adviser, or
upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated as of January 1, 1997, as amended, between the
Investment Adviser and the Fund. This Agreement shall terminate automatically
and immediately in the event of its assignment. The terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Sub-Adviser and the Investment Adviser, subject to approval by the Fund's
Board of Directors and, if required by applicable SEC rules and regulations, a
vote of a majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties except as required by
law.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
Name: By:
-------------------------------------
Title: Name:
Title:
ATTEST: THE DREYFUS CORPORATION
Name: By:
-------------------------------------
Title: Name:
Title:
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Dreyfus Small Cap Value 0.375% of the Portfolio's average daily net assets April 30, 2004
EXHIBIT 23(D) 33
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
JANUS CAPITAL MANAGEMENT LLC
AGREEMENT made as of the 1st day of May, 2002, by and between Janus
Capital Management LLC, a Delaware limited liability company (the
"Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Janus Growth II (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. The
Sub-Adviser may execute account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and other persons in
connection with its management of the assets of the Portfolio, provided the
Sub-Adviser receives the express agreement and consent of the Investment Adviser
and/or the Fund's Board of Directors to execute such documentation, agreements,
contracts and other documents, which consent shall not be unreasonably withheld.
In such respect, and only for this limited purpose, the Sub-Adviser shall act as
the Investment Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change in
the fundamental and non-fundamental investment policies and restrictions of the
Portfolio before they become effective and to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Registration Statement before filing with the Securities and Exchange Commission
("SEC") and amendments to the Charter Documents. The Investment Adviser will
promptly provide the Sub-Adviser with any procedures applicable to the
Sub-Adviser adopted from time to time by the Fund's Board of Directors and
agrees to promptly provide the Sub-Adviser copies of all amendments thereto. The
Sub-Adviser will not be bound to follow any change in the investment policies,
restrictions or procedures of the Portfolio or Fund, however, until it has
received written notice of any such change from the Investment Adviser.
The Investment Adviser shall timely furnish the Sub-Adviser with such
additional information as may be reasonably necessary for or requested by the
Sub-Adviser to perform its responsibilities pursuant to this Agreement. The
Investment Adviser shall cooperate with the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts the Sub-Adviser deems
advisable to allow for the purchase or sale of various forms of securities
pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration Statement
and Charter Documents may be amended from time to time, in compliance with the
requirements applicable to registered investment companies under applicable laws
and those requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended (the "Code") and any written instructions which the
Investment Adviser or the Fund's Board of Directors may issue from time-to-time
in accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render such reports to the Fund's Board of Directors and the
Investment Adviser as they may reasonably request concerning the investment
activities of the Portfolio, provided that the Sub-Adviser shall not be
responsible for Portfolio accounting. Unless the Investment Adviser gives the
Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in good
faith and in a manner which it reasonably believes best serves the interests of
the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote
such proxies as may be necessary or advisable in connection with any matters
submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the Fund, the
Investment Adviser or any person retained by the Fund at all reasonable times.
Where applicable, such records shall be maintained by the Sub-Adviser for the
periods and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement, but shall not be obligated to pay any
expenses of the Investment Adviser, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of fees paid to the Investment Adviser required by any expense
limitation provision and any liability arising out of a violation of Section
36(b) of the 1940 Act shall be the sole responsibility of the Investment
Adviser.
e. The Sub-Adviser and the Investment Adviser
acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio
or for the Investment Adviser, and does not have access to all of the
Portfolio's books and records necessary to perform certain compliance testing.
To the extent that the Sub-Adviser has agreed to perform the services specified
in this Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Investment Adviser and any
policies adopted by the Fund's Board of Directors applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act ("Applicable Law")), the Sub-Adviser shall perform such
services based upon its books and records with respect to the Portfolio (as
specified in Section 2.c. hereof), which comprise a portion of the Portfolio's
books and records, and upon information and written instructions received from
the Fund, the Investment Adviser or the Fund's administrator, and shall not be
held responsible under this Agreement so long as it performs such services in
accordance with this Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and instructions provided
by the Fund, the Investment Adviser or the Fund's administrator. The Sub-Adviser
shall have no responsibility to monitor certain limitations or restrictions for
which the Sub-Adviser has not been provided sufficient information in accordance
with Section 1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser.
f. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public or
private.
g. The Sub-Adviser shall be responsible for the
preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio.
The Sub-Adviser shall not be responsible for the preparation or filing of any
other reports required of the Portfolio by any governmental or regulatory
agency, except as expressly agreed to in writing.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any
other code of ethics, including the Investment Adviser's code of ethics, unless
specifically adopted by the Sub-Adviser.
5. Use of Names. The Sub-Adviser hereby consents to the Portfolio
being named the Janus Growth II. The Investment Adviser shall not use the name
or ▇▇▇▇ "▇▇▇▇▇" or disclose information related to the business of the
Sub-Adviser or any of its affiliates in any prospectus, sales literature or
other material relating to the Fund in any manner not approved prior thereto by
the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses
of its name and that of its affiliates which merely refer in accurate terms to
its appointment hereunder or which are required by the SEC or a state securities
commission; and provided, further, that in no event shall such approval be
unreasonably withheld. The Sub-Adviser shall not use the name of the Fund or the
Investment Adviser in any material relating to the Sub-Adviser in any manner not
approved prior thereto by the Investment Adviser; provided, however, that the
Investment Adviser shall approve all uses of its or the Fund's name which merely
refer in accurate terms to the appointment of the Sub-Adviser hereunder or which
are required by the SEC or a state securities commission; and, provided,
further, that in no event shall such approval be unreasonably withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Janus" or any derivative or
abbreviation thereof as part of their name, and that the Sub-Adviser or its
affiliates may enter into investment advisory, administration or other
agreements with such other entities.
Upon termination of this Agreement for any reason, the Investment
Adviser shall immediately cease and cause the Portfolio to immediately cease all
use of the name and ▇▇▇▇ "▇▇▇▇▇."
6. Liability. Except as may otherwise be provided by the 1940
Act, or other federal securities laws, neither the Sub-Adviser nor any of its
affiliates, officers, directors, shareholders, employees, or agents shall be
liable for any loss, liability, cost, damage, or expense (including reasonable
attorneys' fees and costs) (collectively referred to in this Agreement as
"Losses"), except for Losses resulting from the Sub-Adviser's gross negligence,
bad faith, or willful misconduct or reckless disregard of its obligations and
duties under this Agreement. The Investment Adviser shall hold harmless and
indemnify the Sub-Adviser, its affiliates, directors, officers, shareholders,
employees or agents for any Loss not resulting from the Sub-Adviser's gross
negligence, bad faith, or willful misconduct or reckless disregard of its
obligations and duties under this Agreement. The obligations contained in this
Section 6 shall survive termination of this Agreement.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the
Portfolio at any time, without payment of any penalty, by the Fund's Board of
Directors, by the Investment Adviser, or by a vote of the majority of the
outstanding voting securities of the 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, upon 60 days' prior written notice to the
Sub-Adviser, or by the Sub-Adviser upon 90 days' prior written notice to the
Investment Adviser, or upon such shorter notice as may be mutually agreed upon.
This Agreement shall terminate automatically and immediately upon termination of
the Investment Advisory Agreement dated as of January 1, 1997, as amended,
between the Investment Adviser and the Fund. This Agreement shall terminate
automatically and immediately in the event of its assignment. The terms
"assignment" and "vote of a majority of the outstanding voting securities" shall
have the meaning set forth for such terms in the 1940 Act. This Agreement may be
amended at any time by the Sub-Adviser and the Investment Adviser, subject to
approval by the Fund's Board of Directors and, if required by applicable SEC
rules and regulations, a vote of a majority of the Portfolio's outstanding
voting securities.
9. Confidential Relationship. Any information and advice
furnished by either party to this Agreement to the other shall be treated as
confidential and shall not be disclosed to third parties without the consent of
the other party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the disclosure to third
parties of (i) investment results and other data of the Investment Adviser or
the Portfolio in connection with providing composite investment results of the
Sub-Adviser and (ii) investments and transactions of the Investment Adviser or
the Portfolio in connection with providing composite information of clients of
the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Custodian. The Portfolio assets shall be maintained in the
custody of its custodian. Any assets added to the Portfolio shall be delivered
directly to such custodian. The Sub-Adviser shall have no liability for the acts
or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the custodian of investments that require
segregation and appropriate assets for segregation.
12. Representations and Warranties.
The Investment Adviser represents and warrants the following:
(i) The Investment Adviser has been duly incorporated and
is validly existing and in good standing as a
corporation under the laws of the state of Florida.
(ii) The Investment Adviser has all requisite corporate
power and authority under the laws of Florida and
federal securities laws to execute, deliver and to
perform this Agreement.
(iii) All necessary corporate proceedings of the Investment
Adviser have been duly taken to authorize the
execution, delivery and performance of this Agreement
by the Investment Adviser.
(iv) The Investment Adviser is a registered investment
adviser under the Advisers Act and is in compliance
with all other registrations required.
(v) The Investment Adviser has complied, in all material
respects, with all registrations required by, and
will comply, in all material respects, with all
applicable rules and regulations of, the SEC.
(vi) The Investment Adviser has authority under the
Investment Advisory Agreement to execute, deliver and
perform this Agreement.
13. Information. The Investment Adviser hereby acknowledges that
it and the Directors of the Fund have been provided with all information
necessary in connection with the services to be provided by the Sub-Adviser
hereunder, including a copy of Part II of the Sub-Adviser's Form ADV at least 48
hours prior to the Investment Adviser's execution of this Agreement, and any
other information that the Investment Adviser or the Directors deem necessary.
14. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
-------------------------------- -------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: JANUS CAPITAL MANAGEMENT LLC
By: By:
-------------------------------- -------------------------------------
Name: Name:
------------------------------ -----------------------------------
Title: Title:
----------------------------- ----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Janus Growth II 0.50% of the Portfolio's average daily net April 30, 2004
assets.
EXHIBIT 23(D) 33
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
▇▇▇▇▇▇▇▇ ASSOCIATES LLC
AGREEMENT made as of the 1st day of May, 2002, by and between
▇▇▇▇▇▇▇▇ Associates LLC, a Delaware limited liability company (the
"Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is ▇▇▇▇▇▇▇▇ Growth (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. The
Sub-Adviser may execute account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and other persons in
connection with its management of the assets of the Portfolio, provided the
Sub-Adviser receives the express agreement and consent of the Investment Adviser
and/or the Fund's Board of Directors to execute such documentation, agreements,
contracts and other documents, which consent shall not be unreasonably withheld.
In such respect, and only for this limited purpose, the Sub-Adviser shall act as
the Investment Adviser's and the Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change in
the fundamental and non-fundamental investment policies and restrictions of the
Portfolio before they become effective and to provide to the Sub-Adviser as
promptly as practicable copies of all amendments and supplements to the
Registration Statement before filing
with the Securities and Exchange Commission ("SEC") and amendments to the
Charter Documents. The Investment Adviser will promptly provide the Sub-Adviser
with any procedures applicable to the Sub-Adviser adopted from time to time by
the Fund's Board of Directors and agrees to promptly provide the Sub-Adviser
copies of all amendments thereto. The Sub-Adviser will not be bound to follow
any change in the investment policies, restrictions or procedures of the
Portfolio or Fund, however, until it has received written notice of any such
change from the Investment Adviser.
The Investment Adviser shall timely furnish the Sub-Adviser with such
additional information as may be reasonably necessary for or requested by the
Sub-Adviser to perform its responsibilities pursuant to this Agreement. The
Investment Adviser shall cooperate with the Sub-Adviser in setting up and
maintaining brokerage accounts and other accounts the Sub-Adviser deems
advisable to allow for the purchase or sale of various forms of securities
pursuant to this Agreement.
2. Obligations of and Services to be Provided by the Sub-Adviser.
The Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration Statement
and Charter Documents may be amended from time to time, in compliance with the
requirements applicable to registered investment companies under applicable laws
and those requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended (the "Code") and any written instructions which the
Investment Adviser or the Fund's Board of Directors may issue from time-to-time
in accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall
make all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render such reports to the Fund's Board of Directors and the
Investment Adviser as they may reasonably request concerning the investment
activities of the Portfolio, provided that the Sub-Adviser shall not be
responsible for Portfolio accounting. Unless the Investment Adviser gives the
Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in good
faith and in a manner which it reasonably believes best serves the interests of
the Portfolio's shareholders, direct the Portfolio's custodian as to how to vote
such proxies as may be necessary or advisable in connection with any matters
submitted to a vote of shareholders of securities held by the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale of
securities by the Sub-Adviser on behalf of the Portfolio in accordance with all
applicable laws, rules and regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All records shall be the property of
the Fund and shall be available for inspection and use by the SEC, the Fund, the
Investment Adviser or any person retained by the Fund at all reasonable times.
Where applicable, such records shall be maintained by the Sub-Adviser for the
periods and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement, but shall not be obligated to pay any
expenses of the Investment Adviser, the Fund, or the Portfolio, including
without limitation: (a) interest and taxes; (b) brokerage commissions and other
costs in connection with the purchase or sale of securities or other investment
instruments for the Portfolio; and (c) custodian fees and expenses. Any
reimbursement of fees paid to the Investment Adviser required by any expense
limitation provision and any liability arising out of a violation of Section
36(b) of the 1940 Act shall be the sole responsibility of the Investment
Adviser.
e. The Sub-Adviser and the Investment Adviser
acknowledge that the Sub-Adviser is not the compliance agent for the Portfolio
or for the Investment Adviser, and does not have access to all of the
Portfolio's books and records necessary to perform certain compliance testing.
To the extent that the Sub-Adviser has agreed to perform the services specified
in this Section 2 in accordance with the Fund's Registration Statement and
Charter Documents, written instructions of the Investment Adviser and any
policies adopted by the Fund's Board of Directors applicable to the Portfolio
(collectively, the "Charter Requirements"), and in accordance with applicable
law (including sub-chapters M and L of the Code, the Investment Company Act and
the Advisers Act ("Applicable Law")), the Sub-Adviser shall perform such
services based upon its books and records with respect to the Portfolio (as
specified in Section 2.c. hereof), which comprise a portion of the Portfolio's
books and records, and upon information and written instructions received from
the Fund, the Investment Adviser or the Fund's administrator, and shall not be
held responsible under this Agreement so long as it performs such services in
accordance with this Agreement, the Charter Requirements and Applicable Law
based upon such books and records and such information and instructions provided
by the Fund, the Investment Adviser or the Fund's administrator. The Sub-Adviser
shall have no responsibility to monitor certain limitations or restrictions for
which the Sub-Adviser has not been provided sufficient information in accordance
with Section 1 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser.
f. The Sub-Adviser makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Portfolio or that the Portfolio will perform comparably with any
standard or index, including other clients of the Sub-Adviser, whether public or
private.
g. The Sub-Adviser shall be responsible for the
preparation and filing of Schedule 13G and Form 13F on behalf of the Portfolio.
The Sub-Adviser shall not be responsible for the preparation or filing of any
other reports required of the Portfolio by any governmental or regulatory
agency, except as expressly agreed to in writing.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) of the 1940 Act, and shall not be subject to any
other code of ethics, including the Investment Adviser's code of ethics, unless
specifically adopted by the Sub-Adviser.
5. Use of Names. The Sub-Adviser hereby consents to the Portfolio
being named the ▇▇▇▇▇▇▇▇ Growth Portfolio. The Investment Adviser shall not use
the name or ▇▇▇▇ "▇▇▇▇▇▇▇▇" or disclose information related to the business of
the Sub-Adviser or any of their affiliates in any prospectus, sales literature
or other material relating to the Fund in any manner not approved prior thereto
by the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all
uses of its name and that of its affiliates which merely refer in accurate terms
to its appointment hereunder or which are required by the SEC or a state
securities commission; and provided, further, that in no event shall such
approval be unreasonably withheld. The Sub-Adviser shall not use the name of the
Fund or the Investment Adviser in any material relating to the Sub-Adviser in
any manner not approved prior thereto by the Investment Adviser; provided,
however, that the Investment Adviser shall approve all uses of its or the Fund's
name which merely refer in accurate terms to the appointment of the Sub-Adviser
hereunder or which are required by the SEC or a state securities commission;
and, provided, further, that in no event shall such approval be unreasonably
withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "▇▇▇▇▇▇▇▇" or any derivative or
abbreviation thereof as part of their name, and that the Sub-Adviser or its
affiliates may enter into investment advisory, administration or other
agreements with such other entities.
Upon termination of this Agreement for any reason, the Investment
Adviser shall immediately cease and cause the Portfolio to immediately cease all
use of the name and ▇▇▇▇ "▇▇▇▇▇▇▇▇."
6. Liability. Except as may otherwise be provided by the 1940
Act, or other federal securities laws, neither the Sub-Adviser nor any of its
affiliates, officers, directors, shareholders, employees, or agents shall be
liable for any loss, liability, cost, damage, or expense (including reasonable
attorneys' fees and costs) (collectively referred to in this Agreement as
"Losses"), except for Losses resulting from the Sub-Adviser's gross negligence,
bad faith, or willful misconduct or reckless disregard of their obligations and
duties under this Agreement. The Investment Adviser shall hold harmless and
indemnify the Sub-Adviser, its affiliates, directors, officers, shareholders,
employees or agents for any Loss not resulting from the Sub-Adviser's gross
negligence, bad faith, or willful misconduct or reckless disregard of its
obligations and duties under this Agreement. The obligations contained in this
Section 6 shall survive termination of this Agreement.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges
that it has received notice of and accepts the limitations upon the Fund's
liability set forth in its Agreement and Articles of Incorporation and By-Laws.
The Sub-Adviser agrees that any of the Fund's obligations shall be limited to
the assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall
continue in effect, unless sooner terminated as hereinafter provided, for a
period of two years from the date hereof and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance as to the Portfolio is specifically approved at least annually
by vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and further
provided that such continuance is also approved annually by the vote of a
majority of the Directors 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. This Agreement may be terminated as to the Portfolio at
any time, without payment of any penalty, by the Fund's Board of Directors, by
the Investment Adviser, or by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or
by the Sub-Adviser upon 90 days' prior written notice to the Investment Adviser,
or upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated as of January 1, 1997, as amended, between the
Investment Adviser and the Fund. This Agreement shall terminate automatically
and immediately in the event of its assignment. The terms "assignment" and "vote
of a majority of the outstanding voting securities" shall have the meaning set
forth for such terms in the 1940 Act. This Agreement may be amended at any time
by the Sub-Adviser and the Manager, subject to approval by the Fund's Board of
Directors and, if required by applicable SEC rules and regulations, a vote of a
majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice
furnished by any party to this Agreement to the other party or parties shall be
treated as confidential and shall not be disclosed to third parties without the
consent of the other party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the disclosure to third
parties of (i) investment results and other data of the Investment Adviser or
the Portfolio in connection with providing composite investment results of the
Sub-Adviser and (ii) investments and transactions of the Investment Adviser or
the Portfolio in connection with providing composite information of clients of
the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.
11. Custodian. The Portfolio assets shall be maintained in the
custody of its custodian. Any assets added to the Portfolio shall be delivered
directly to such custodian. The Sub-Adviser shall have no liability for the acts
or omissions of any custodian of the Portfolio's assets. The Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law other than to notify the custodian of investments that require
segregation and appropriate assets for segregation.
12. Information. The Investment Adviser hereby acknowledges that
it and the Directors of the Fund have been provided with all information
necessary in connection with the services to be provided by the Sub-Adviser
hereunder, including a copy of Part II of the Sub-Adviser's Form ADV at least 48
hours prior to the Investment Adviser's execution of this Agreement, and any
other information that the Investment Adviser or the Directors deem necessary.
13. Miscellaneous. This Agreement constitutes the full and
complete agreement of the parties hereto with respect to the subject matter
hereof. Each party agrees to perform such further actions and execute such
further documents as are necessary to effectuate the purposes hereof. This
Agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Florida. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement may be executed in
several counterparts, all of which together shall for all purposes constitute
one Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
Name: By:
-------------------------------------
Title: Name:
Title:
ATTEST: ▇▇▇▇▇▇▇▇ ASSOCIATES LLC
Name: By:
-------------------------------------
Title: Name:
Title:
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
▇▇▇▇▇▇▇▇ Growth 0.50% of the first $300 million of the Portfolio's April 30, 2004
average daily net assets; 0.40% of average daily
net assets over $300 million
EXHIBIT 23(D) 34
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
▇. ▇. ▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
AGREEMENT made as of the 1st day of May, 2002 by and between
▇. ▇. ▇▇▇▇▇▇ Investment Management Inc., a Delaware corporation (the
"Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is ▇. ▇. ▇▇▇▇▇▇ Enhanced Index (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services of an investment adviser to assist the Investment Adviser in
performing services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of rendering investment
advisory services to investment companies and desires to provide such services
to the Investment Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way.
2. Obligations of and Services to be Provided by the Sub-Adviser. The
Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
respective investment objectives and policies of the Portfolio set forth in the
Fund's Registration Statement, as such Registration Statement may be amended
from time to time, and any written instructions which the Investment Adviser or
the Fund's Board of Directors may issue from time-to-time in accordance
therewith. The Investment Adviser has delivered copies of the Fund's Articles
of Incorporation and By-Laws, as amended to date (the "Charter Document") to
the Sub-Adviser. The Investment Adviser agrees, on an ongoing basis, to provide
the Sub-Adviser as promptly as practicable copies of all amendments to the
Registration Statement and Charter Document and supplements to the Prospectus.
In pursuance of the foregoing, the Sub-Adviser shall make all determinations
with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render regular reports to the Fund's Board of Directors and
the Investment Adviser concerning the investment activities of the Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or banks as it
may select including affiliates of the Sub-Adviser and, complying with Section
28(e) of the Securities Exchange Act of 1934, may pay a commission on
transactions in excess of the amount of commission another broker-dealer would
have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale
of securities by the Sub-Adviser on behalf of the Portfolio in accordance with
all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act. All records shall be the
property of the Fund and shall be available for inspection and use by the
Securities and Exchange Commission ("SEC"), the Fund, the Investment Adviser or
any person retained by the Fund. Where applicable, such records shall be
maintained by the Sub-Adviser for the periods and in the places required by
Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement. The Sub-Adviser will not bear any other
expenses in the operation of the Portfolio.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Investment Adviser shall not use the name of the
Sub-Adviser or its parent, ▇.▇. ▇▇▇▇▇▇ Chase & Co., in any prospectus, sales
literature or other material relating to the Fund in any manner not approved
prior thereto by the Sub-Adviser; provided, however, that the Sub-Adviser shall
approve all uses of its name which merely refer in accurate terms to its
appointment hereunder with no more prominence than other relationships
described in the materials and all uses of its name and that of its parent
which are required by the SEC or a state securities commission. The Sub-Adviser
shall not use the name of the Fund or the Investment Adviser in any material
relating to the Sub-Adviser in any manner not approved prior thereto by the
Investment Adviser; provided, however, that the Investment Adviser shall
approve all uses of its or the Fund's name which merely refer in accurate terms
to the appointment of the Sub-Adviser hereunder or which are required by the
SEC or a state securities commission; and, provided further, that in no event
shall such approval be unreasonably withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may
include the name "▇.▇. ▇▇▇▇▇▇" as part of their name, and that the Sub-Adviser
or its affiliates may enter into investment advisory, administration or other
agreements with such other entities.
6. Liability of the Sub-Adviser; Indemnification of the Sub-Adviser.
Absent willful misfeasance, bad faith, gross negligence, or reckless disregard
of obligations or duties hereunder on the part of the Sub-Adviser (each such
act or omission shall be referred to as "Disqualifying Conduct"), the
Sub-Adviser shall not be liable for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security. Nothing herein
shall constitute a waiver of any rights or remedies which the Fund may have
under any federal or state securities laws.
The Investment Adviser agrees to indemnify and hold harmless
the Sub-Adviser from and against any and all claims, losses, liabilities or
damages (including reasonable attorneys' fees and other related expenses),
howsoever arising, from or in connection with this Agreement or the performance
by the Sub-Adviser of its duties hereunder; provided, however, that nothing
contained herein shall require that the Sub-Adviser be indemnified for
Disqualifying Conduct.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's liability
set forth in its Agreement and Articles of Incorporation and By-Laws. The
Sub-Adviser agrees that any of the Fund's obligations shall be limited to the
assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction of
any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall continue
in effect, unless sooner terminated as hereinafter provided, for a period of
two years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance as to the Portfolio is specifically approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Portfolio or by vote of a majority of the Fund's Board of Directors; and
further provided that such continuance is also approved annually by the vote of
a majority of the Directors 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. This Agreement may be terminated as to the
Portfolio at any time, without payment of any penalty, by the Fund's Board of
Directors, by the Investment Adviser, or by a vote of the majority of the
outstanding voting securities of the 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, upon 60 days' prior written notice
to the Sub-Adviser, or by the Sub-Adviser upon 90 days' prior written notice to
the Investment Adviser, or upon such shorter notice as may be mutually agreed
upon. This Agreement shall terminate automatically and immediately upon
termination of the Investment Advisory Agreement dated as of January 1, 1997,
as amended, between the Investment Adviser and the Fund, provided that the
Sub-Adviser receives prior written notice of the termination of the Management
Agreement. This Agreement shall terminate automatically and immediately in the
event of its assignment. The terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the meaning set forth for such terms
in the 1940 Act. This Agreement may be amended at any time by the Sub-Adviser
and the Investment Adviser, subject to approval by the Fund's Board of
Directors and, if required by applicable SEC rules and regulations, a vote of a
majority of the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential
and shall not be disclosed to third parties except as required by law.
10. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Florida. The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
------------------------------- --------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: ▇.▇. ▇▇▇▇▇▇ INVESTMENT MANAGEMENT INC.
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
▇.▇. ▇▇▇▇▇▇ Enhanced Index 0.35% of the Portfolio's average daily net assets April 30, 2004
EXHIBIT 23(D) 35
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
AGREEMENT made as of the 1st day of May, 2002, by and between
Massachusetts Financial Services Company, a Delaware corporation (the
"Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is MFS High Yield (the "Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing investment advisory
services for the Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"), and is engaged in the business of
rendering investment advisory services to investment companies and other
institutional clients and desires to provide such services to the Investment
Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way. The
Sub-Adviser may execute account documentation, agreements, contracts and other
documents requested by brokers, dealers, counterparties and other persons in
connection with its management of the assets of the Portfolio, provided the
Sub-Adviser receives the express agreement and consent of the Investment
Adviser and/or the Fund's Board of Directors to execute such documentation,
agreements, contracts and other documents. In such respect, and only for this
limited purpose, the Sub-Adviser shall act as the Investment Adviser's and the
Fund's agent and attorney-in-fact.
Copies of the Fund's Registration Statement, as it relates to the
Portfolio (the "Registration Statement"), and the Fund's Articles of
Incorporation and By-Laws (collectively, the "Charter Documents"), each as
currently in effect, have been delivered to the Sub-Adviser. The Investment
Adviser agrees, on an ongoing basis, to notify the Sub-Adviser of each change
in the fundamental and non-fundamental investment policies and restrictions of
the Portfolio and to provide to the Sub-Adviser as promptly as practicable
copies of all amendments and supplements to the Registration Statement and
amendments to the Charter Documents. The Investment Adviser will promptly
provide the Sub-Adviser with any procedures applicable to the Sub-
Adviser adopted from time to time by the Fund's Board of Directors and agrees
to promptly provide the Sub-Adviser copies of all amendments thereto. The
Sub-Adviser will not be bound to follow any change in the investment policies,
restrictions or procedures of the Portfolio or Fund, however, until it has
received written notice of any such change from the Investment Adviser.
2. Obligations of and Services to be Provided by the Sub-Adviser. The
Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
investment objective and policies of the Portfolio set forth in the Fund's
Registration Statement and the Charter Documents, as such Registration
Statement and Charter Documents may be amended from time to time, in compliance
with the requirements applicable to registered investment companies under
applicable laws and those requirements applicable to both regulated investment
companies and segregated asset accounts under Subchapters M and L of the
Internal Revenue Code of 1986, as amended (the "Code") and any written
instructions which the Investment Adviser or the Fund's Board of Directors may
issue from time-to-time in accordance therewith. In pursuance of the foregoing,
the Sub-Adviser shall make all determinations with respect to the purchase and
sale of portfolio securities and shall take such action necessary to implement
the same. The Sub-Adviser shall render such reports to the Fund's Board of
Directors and the Investment Adviser as they may reasonably request concerning
the investment activities of the Portfolio. Unless the Investment Adviser gives
the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall, in
good faith and in a manner which it reasonably believes best serves the
interests of the Portfolio's shareholders, direct the Portfolio's custodian as
to how to vote such proxies as may be necessary or advisable in connection with
any matters submitted to a vote of shareholders of securities held by the
Portfolio.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or other
financial institutions as it may select including affiliates of the Sub-Adviser
and, complying with Section 28(e) of the Securities Exchange Act of 1934, may
pay a commission on transactions in excess of the amount of commission another
broker-dealer would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale
of securities by the Sub-Adviser on behalf of the Portfolio in accordance with
all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act. All records shall be the
property of the Fund and shall be available for inspection and use by the
Securities and Exchange Commission ("SEC"), the Fund, the Investment Adviser or
any person retained by the Fund at all reasonable times. Where applicable, such
records shall be maintained by the Sub-Adviser for the periods and in the
places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement.
e. The Sub-Adviser and the Investment Adviser acknowledge
that the Sub-Adviser is not the compliance agent for the Portfolio or for the
Investment Adviser, and does not have access to all of the Portfolio's books
and records necessary to perform certain compliance testing. To the extent that
the Sub-Adviser has agreed to perform the services specified in this Section 2
in accordance with the Fund's Registration Statement and Charter Documents,
written instructions of the Investment Adviser and any policies adopted by the
Fund's Board of Directors applicable to the Portfolio (collectively, the
"Charter Requirements"), and in accordance with applicable law (including
sub-chapters M and L of the Code, the
Investment Company Act and the Advisers Act ("Applicable Law")), the
Sub-Adviser shall perform such services based upon its books and records with
respect to the Portfolio (as specified in Section 2.c. hereof), which comprise
a portion of each Portfolio's books and records, and upon information and
written instructions received from the Fund, the Investment Adviser or the
Fund's administrator, and shall not be held responsible under this Agreement so
long as it performs such services in accordance with this Agreement, the
Charter Requirements and Applicable Law based upon such books and records and
such information and instructions provided by the Fund, the Investment Adviser
or the Fund's administrator.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Investment Adviser shall not use the name of the
Sub-Adviser or any of its affiliates in any prospectus, sales literature or
other material relating to the Fund in any manner not approved prior thereto by
the Sub-Adviser; provided, however, that the Sub-Adviser shall approve all uses
of its name and that of its affiliates which merely refer in accurate terms to
its appointment hereunder. The Sub-Adviser shall not use the name of the Fund
or the Investment Adviser in any material relating to the Sub-Adviser in any
manner not approved prior thereto by the Investment Adviser; provided, however,
that the Investment Adviser shall approve all uses of its or the Fund's name
which merely refer in accurate terms to the appointment of the Sub-Adviser
hereunder.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "Massachusetts Financial Services" or
any derivative or abbreviation thereof as part of their name, and that the
Sub-Adviser or its affiliates may enter into investment advisory,
administration or other agreements with such other entities.
6. Liability of the Sub-Adviser. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be liable
for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security. Nothing herein shall constitute a waiver of any rights or
remedies which the Fund may have under any federal or state securities laws.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's liability
set forth in its Agreement and Articles of Incorporation and By-Laws. The
Sub-Adviser agrees that any of the Fund's obligations shall be limited to the
assets of the Portfolio and that the Sub-Adviser shall not seek satisfaction of
any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall continue
in effect, unless sooner terminated as hereinafter provided, for a period of
two years from the date hereof and shall continue in full
force and effect for successive periods of one year thereafter, but only so
long as each such continuance as to the Portfolio is specifically approved at
least annually by vote of the holders of a majority of the outstanding voting
securities of the Portfolio or by vote of a majority of the Fund's Board of
Directors; and further provided that such continuance is also approved annually
by the vote of a majority of the Directors 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. This Agreement may be
terminated as to the Portfolio at any time, without payment of any penalty, by
the Fund's Board of Directors, by the Investment Adviser, or by a vote of the
majority of the outstanding voting securities of the 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, upon 60 days' prior
written notice to the Sub-Adviser, or by the Sub-Adviser upon 90 days' prior
written notice to the Investment Adviser, or upon such shorter notice as may be
mutually agreed upon. This Agreement shall terminate automatically and
immediately upon termination of the Investment Advisory Agreement dated as of
January 1, 1997, as amended, between the Investment Adviser and the Fund. This
Agreement shall terminate automatically and immediately in the event of its
assignment. The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meaning set forth for such terms in the 1940
Act. This Agreement may be amended at any time by the Sub-Adviser and the
Investment Adviser, subject to approval by the Fund's Board of Directors and,
if required by applicable SEC rules and regulations, a vote of a majority of
the Portfolio's outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential
and shall not be disclosed to third parties without the consent of the other
party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the disclosure to third
parties of (i) investment results and other data of the Investment Adviser or
the Portfolio (other than the identity of the Investment Adviser or the Fund)
in connection with providing composite investment results of the Sub-Adviser
and (ii) investments and transactions of the Investment Adviser or the
Portfolio (other than the identify of the Investment Adviser or the Fund) in
connection with providing composite information of clients of the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Information. The Investment Adviser hereby acknowledges that it
and the Directors of the Fund have been provided with all information necessary
in connection with the services to be provided by the Sub-Adviser hereunder,
including a copy of Part II of the Sub-Adviser's Form ADV at least 48 hours
prior to the Investment Adviser's execution of this Agreement, and any other
information that the Investment Adviser or the Directors deem necessary.
12. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Massachusetts. The captions in this Agreement are included for convenience
only and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
------------------------------- --------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
MFS High Yield 0.375% of the Portfolio's average daily net assets April 30, 2004
EXHIBIT 23(D) 36
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
AGREEMENT made as of the 1st day of May, 2002, by and between
Transamerica Investment Management, LLC, a Delaware limited liability company
(the "Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc. (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, one of which is Transamerica U.S. Government Securities (the
"Portfolio"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing services for the
Portfolio; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of rendering investment
advisory services to investment companies and other institutional clients and
desires to provide such services to the Investment Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser to manage the investment and reinvestment of the assets
of the Portfolio, subject to the control and direction of the Fund's Board of
Directors, for the period and on the terms hereinafter set forth. The
Sub-Adviser hereby accepts such employment and agrees during such period to
render the services and to assume the obligations herein set forth for the
compensation herein provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Investment Adviser, the Portfolio or the Fund in any way.
2. Obligations of and Services to be Provided by the Sub-Adviser. The
Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolio, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
respective investment objectives and policies of the Portfolio set forth in the
Fund's Prospectus and Statement of Additional Information (hereinafter referred
to as the "Prospectus"), Advisory and Sub Advisory agreement as such may be
amended from time to time, and any written instructions which the Investment
Adviser or the Fund's Board of Directors may issue from time-to-time in
accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall make
all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render regular reports to the Fund's Board of Directors and
the Investment Adviser concerning the investment activities of the Portfolio.
b. To the extent provided in the Fund's Prospectus, Advisory
and Sub Advisory agreements as may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolio, place orders for the execution
of portfolio transactions with or through such brokers, dealers or banks as it
may select including affiliates of the Sub-Adviser and, complying with Section
28(e) of the Securities Exchange Act of 1934, may pay a commission on
transactions in excess of the amount of commission another broker-dealer would
have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolio, the Sub-Adviser shall
create and maintain all necessary records pertaining to the purchase and sale
of securities by the Sub-Adviser on behalf of the Portfolio in accordance with
all applicable laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act. All records shall be the
property of the Fund and shall be available for inspection and use by the
Securities and Exchange Commission ("SEC"), the Fund, the Investment Adviser or
any person retained by the Fund. Where applicable, such records shall be
maintained by the Sub-Adviser for the periods and in the places required by
Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement.
3. Compensation of the Sub-Adviser. 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 the 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 the Portfolio's net assets shall be computed at
the times and in the manner specified in the Fund's Registration Statement.
4. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Investment Adviser shall not use the name of the
Sub-Adviser in any prospectus, sales literature or other material relating to
the Fund in any manner not approved prior thereto by the Sub-Adviser; provided,
however, that the Sub-Adviser shall approve all uses of its name and that of
its parent which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and, provided,
further, that in no event shall such approval be unreasonably withheld. The
Sub-Adviser shall not use the name of the Fund or the Investment Adviser in any
material relating to the Sub-Adviser in any manner not approved prior thereto
by the Investment Adviser; provided, however, that the Investment Adviser shall
approve all uses of its or the Fund's name which merely refer in accurate terms
to the appointment of the Sub-Adviser hereunder or which are required by the
SEC or a state securities commission; and, provided further, that in no event
shall such approval be unreasonably withheld.
6. Liability of the Sub-Adviser. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be liable
for any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security. Nothing herein shall constitute a waiver of any rights or
remedies which the Fund may have under any federal or state securities.
7. Renewal, Termination and Amendment. This Agreement shall continue
in effect, unless sooner terminated as hereinafter provided, for a period of
two years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance as to
the Portfolio is specifically approved at least annually by vote of the holders
of a majority of the outstanding voting securities of the Portfolio or by vote
of a majority of the Fund's Board of Directors; and further provided that such
continuance is also approved annually by the vote of a majority of the
Directors who are not parties to this Agreement or interested persons of the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval. This Agreement may be terminated as to the Portfolio at any
time, without payment of any penalty, by the Fund's Board of Directors, by the
Investment Adviser, or by a vote of the majority of the outstanding voting
securities of the 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, upon 60 days' prior written notice to the Sub-Adviser, or by the
Sub-Adviser upon 60 days' prior written notice to the Investment Adviser, or
upon such shorter notice as may be mutually agreed upon. This Agreement shall
terminate automatically and immediately upon termination of the Investment
Advisory Agreement dated as of January 1, 1997, as amended, between the
Investment Adviser and the Fund. This Agreement shall terminate automatically
and immediately in the event of its assignment. The terms "assignment" and
"vote of a majority of the outstanding voting securities" shall have the
meaning set forth for such terms in the 1940 Act. This Agreement may be amended
at any time be the Sub-Adviser and the Investment Adviser, subject to approval
by the Fund's Board of Directors and, if required by applicable SEC rules and
regulations, a vote of a majority of the Portfolio's outstanding voting
securities.
8. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential
and shall not be disclosed to third parties except as required by law.
9. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
10. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof. Each
party agrees to perform such further actions and execute such further documents
as are necessary to effectuate the purposes hereof. This Agreement shall be
construed and enforced in accordance with and governed by the laws of the State
of Florida. The captions in this Agreement are included for convenience only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be executed in several
counterparts, all of which together shall for all purposes constitute one
Agreement, binding on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
------------------------------- --------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Vice President, General
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
Transamerica U.S. Government Securities 0.15% of the Portfolio's average daily net assets April 30, 2004
EXHIBIT 23(D) 37
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
BANC ONE INVESTMENT ADVISORS CORPORATION
SUB-ADVISORY AGREEMENT, MADE AS OF THE 1ST DAY OF MAY, 2002 BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. ("INVESTMENT ADVISER"),
A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF FLORIDA AND BANC ONE INVESTMENT ADVISORS CORPORATION
("SUB-ADVISER"), A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF OHIO.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997, as amended
("Advisory Agreement"), with AEGON/Transamerica Series Fund, Inc. (the "Fund"),
a Maryland corporation that 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 AEGON Bond (the
"Portfolio"), a separate series of the Fund; and
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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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
Portfolio in a manner consistent with the Portfolio's investment objective,
policies, and restrictions. In furtherance of this duty, the Sub-Adviser, on
behalf of the Portfolio, is authorized, in its discretion and without prior
consultation with the Portfolio 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 Portfolio 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 Portfolio, 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.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive a monthly investment
management fee as specified in Schedule A of this Agreement, less 50% of any
amount paid pursuant to any expense limitation or the amount of any other
reimbursement made by the Investment Adviser to the Portfolio. The management
fee shall be payable by the Investment Adviser monthly to the Sub-Adviser upon
receipt by the Investment Adviser from the Portfolio of advisory fees payable
to the Investment Adviser. If this Agreement becomes effective or terminates
before the end of any month, the investment management fee for the period from
the effective date to the end of such month or from the beginning of such month
to the date of termination, as the case may be, shall be pro-rated according to
the pro-ration which such period bears to the full month in which such
effectiveness or termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio 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 Portfolio.
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) (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 the Portfolio and its
shares and all amendments thereto ("Registration
Statement");
(5) The Fund's Prospectus (as defined above); and
(6) 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 the 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 Portfolio or to 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 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 Portfolio. 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 Portfolio 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 material 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. INDEMNIFICATION.
The Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission or any loss suffered by any Portfolio in connection with the matters
to which this Agreement relates, provided that nothing herein shall be deemed
to protect or purport to protect the Sub-Adviser against any liability to any
Portfolio or its shareholders, or the Adviser, to which the Sub-Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement ("disabling
conduct"). The Adviser will indemnify the Sub-Adviser against, and hold
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amount paid in
satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Sub-Adviser. The Sub-Adviser shall be
entitled to advances from the Adviser for payment of reasonable expenses
incurred in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
11. 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 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. Unless
sooner terminated as provided herein, this Agreement shall continue in effect
until April 30, 2004, from its effective date. Thereafter, this Agreement shall
continue in effect from year to year, with respect to the 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.
12. TERMINATION OF AGREEMENT.
This Agreement shall terminate automatically with respect to the
Portfolio upon the termination of the Advisory Agreement with respect to any
such Portfolio. This Agreement may be terminated at any time with respect to
the Portfolio, without penalty, by the Investment Adviser or by the Fund's
Board by giving 60 days' written notice of such termination to the Sub-Adviser
at its principal place of business, provided that, if terminated by the Fund,
such termination is approved by the Board of Directors of the Fund or by vote
of a majority of the outstanding voting securities (as that phrase is defined
in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of any such 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. This Agreement may be terminated at
any time by Sub-Adviser by giving 60 days' written notice of such termination
to the Fund's Board and the Investment Adviser at their respective principal
places of business.
13. 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 the Portfolio's outstanding voting
securities, unless otherwise permitted in accordance with the 1940 Act.
14. 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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: BANC ONE INVESTMENT ADVISORS CORPORATION
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
SUB-ADVISER
FUND COMPENSATION TERMINATION DATE
---- ------------ ----------------
AEGON BOND 0.20% of the Portfolio's average April 30, 2004
daily net assets
EXHIBIT 23(D) 38
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
JANUS CAPITAL MANAGEMENT LLC
SUB-ADVISORY AGREEMENT, made as of the 3rd day of April, 2002, between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of Florida and Janus Capital Management
LLC ("Sub-Adviser"), a Delaware limited liability company.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997, as amended,
("Advisory Agreement") with AEGON/Transamerica Series Fund, Inc. ("Fund"), a
Maryland corporation that 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 the Janus Growth
and Janus Global portfolios ("Portfolios"), each a 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 each
Portfolio's 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 each Portfolio's investment objective, 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 Board 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's 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;
(3) furnish such statistical and analytical information and reports as may
reasonably be required by the Fund from time to time;
(4) have no responsibility to monitor certain limitations or restrictions,
including without limitation, the 90% - source test, for which the Sub-Adviser
determines it has not been provided sufficient information in accordance with
Section 2 of this Agreement or otherwise. All such monitoring shall be the
responsibility of the Investment Adviser. In addition, the Sub-Adviser shall
not be responsible for Fund accounting, nor shall it be required to generate
information derived from Fund accounting.
C. Further Duties of Sub-Adviser. In all matters
relating to the performance of this Agreement, the Sub-Adviser shall, upon
prior notification in writing, act in conformity with the Fund's Articles of
Incorporation and By-Laws, as each may be amended or supplemented, and the
Fund's 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.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly, (i) an
investment management fee as specified in Schedule A of this Agreement. If this
Agreement becomes effective or terminates before the end of any month, the
investment management fee for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be pro-rated according to the pro-ration which such
period bears to the full month in which such effectiveness or termination
occurs.
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.
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 the Portfolios and its shares and all amendments
thereto ("Registration Statement");
(5) The Fund's Prospectus (as defined above);
(6) 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 the Portfolios to its
shareholders or to any governmental body or securities
exchange;
(7) Notice of the Fund's custodian designated to hold assets
in the Fund;
(8) A list of the countries approved by the Trustees in
accordance with Rule 17f-5 in which Fund assets may be
maintained and a list of those countries available
immediately;
(9) Reports as to the composition of assets in the Fund, cash
requirements and cash available for investment in the Fund;
(10) Copies of Investment Adviser's liquidity procedures,
cross-trade procedures, repurchase agreement procedures,
10f-3, 17a-7 and 17e-1 procedures and other procedures that
may affect the duties of Sub-Adviser;
(11) A list of "affiliates" of the Fund, as such term is used
in the 1940 Act, including all broker-dealers affiliated with
the Fund;
(12) Applicable Commodities Futures Trading Commission
exemptions, notifications and/or related documentation;
(13) A list of established futures accounts; and
(14) An Internal Revenue Service Form W-9 completed by the
Fund.
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 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 fifteen business days (or such other
time as may be mutually agreed) after receipt thereof.
D. Investment Adviser shall be responsible for providing such
assistance in setting up and maintaining brokerage accounts and other accounts
as Sub-Adviser reasonably requests to allow for the purchase or sale of various
forms of securities pursuant to this Agreement.
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, research services or
other goods 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). 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 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. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Paragraph 5
of this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolios.
10. INDEMNIFICATION.
The Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission or any loss suffered by the Portfolios in connection with the matters
to which this Agreement relates, provided that nothing herein shall be deemed
to protect or purport to protect the Sub-Adviser against any liability to the
Portfolios or their shareholders, or the Adviser, to which the Sub-Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement ("disabling
conduct"). The Adviser will indemnify the Sub-Adviser against, and hold
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amount paid in
satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Sub-Adviser. The Sub-Adviser shall be
entitled to advances from the Adviser for payment of reasonable expenses
incurred in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
11. REPRESENTATIONS OF INVESTMENT ADVISER AND SUB-ADVISER.
The Investment Adviser and Sub-Adviser represent, warrant, and agree
as follows:
A. The Investment Adviser and Sub-Adviser: (i) are registered
as investment advisers under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii) are not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (iii) have 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) have the authority to enter into and
perform the services contemplated by this Agreement; and (v) will immediately
notify the other party to this Agreement of the occurrence of any event that
would disqualify them from serving as an investment adviser of an investment
company pursuant to Section 9 (a) of the 1940 Act or otherwise.
B. The Investment Adviser and Sub-Adviser have adopted a
written code of ethics complying with the requirements of Rule 17j-1 under the
1940 Act and, if they have not already done so, will provide each other and the
Fund with a copy of such code of ethics, together with evidence of its
adoption, provided, however that Sub-Adviser is not required to comply with
Investment Adviser's code of ethics and Investment Adviser is not required to
comply with Sub-Adviser's code of ethics.
C. The Investment Adviser and Sub-Adviser have provided each
other and the Fund with a copy of each Adviser's 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 each other.
12. 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 each Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue for
an initial term ending April 30, 2004. 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 each Portfolio; or (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.
13. 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 the Portfolios, 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.
14. 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 the Portfolio's outstanding voting securities and 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 amendment, unless otherwise permitted
in accordance with the 1940 Act.
15. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Massachusetts 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 Massachusetts 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 Declaration of Trust 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 or
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.
F. Expenses. Investment Adviser and the Fund shall assume and
pay their respective organizational, operational, and business expenses not
specifically assumed or agreed to be paid by Sub-Adviser pursuant to this
Agreement. Sub-Adviser shall pay its own organizational, operational, and
business expenses but shall not be obligated to pay any expenses of Investment
Adviser or the Fund, including without limitation: (a) interest and taxes; (b)
brokerage commissions and other costs in connection with the purchase or sale
of securities or other investment instruments for the Fund; and (c) custodian
fees and expenses. Any reimbursement of management fees required by any expense
limitation provision and any liability arising out of a violation of Section
36(b) of the 1940 Act shall be the sole responsibility of Investment Adviser.
16. CUSTODIAN.
The Fund assets shall be maintained in the custody of the custodian as
identified by the Investment Manager. Any assets added to the Fund shall be
delivered directly to such custodian. Sub-Adviser shall have no liability for
the acts or omissions of any custodian of the Fund's assets. Sub-Adviser shall
have no responsibility for the segregation requirement of the 1940 Act or other
applicable law.
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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: JANUS CAPITAL MANAGEMENT LLC
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
TERMINATION DATE OF
FUNDS SUB-ADVISORY FEE SUB-ADVISORY AGREEMENT
----- ---------------- ----------------------
JANUS GROWTH 0.40% of the portfolio's average April 30, 2004
daily net assets
JANUS GLOBAL 0.50% of the fees received by the April 30, 2004
investment adviser for services
rendered under the advisory
agreement
EXHIBIT 23(D) 39
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
NWQ INVESTMENT MANAGEMENT COMPANY, INC.
SUB-ADVISORY AGREEMENT, MADE AS OF THE 1ST DAY OF MAY, 2002 BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. ("INVESTMENT ADVISER"), A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF FLORIDA AND NWQ
INVESTMENT MANAGEMENT COMPANY, INC. ("CO-SUB-ADVISER"), A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF MASSACHUSETTS.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997, as amended
("Advisory Agreement"), with the AEGON/Transamerica Series Fund, Inc. (the
"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 PBHG/NWQ Value
Select (the "Portfolio") a separate series of the Fund; and
WHEREAS, the Co-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 Co-Sub-Adviser
as a sub-adviser to furnish certain investment advisory services to the
Investment Adviser with respect to the Portfolio and the Co-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 Co-Sub-Adviser as an investment
sub-adviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Co-Sub-Adviser accepts such appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE CO-SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the
supervision of the Fund's Board of Directors ("Board") and the Investment
Adviser, the Co-Sub-Adviser shall act as the investment Co-Sub-Adviser and
shall supervise and direct the investments of the Portfolio's assets under its
management in accordance with the Portfolio's 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 Co-Sub-Adviser. The Co-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
Portfolio in a manner consistent with the Portfolio's investment objective,
policies, and restrictions. In furtherance of this duty, the Co-Sub-Adviser, on
behalf of the Portfolio, is authorized, in its discretion and without prior
consultation with the Portfolio 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 Co-Sub-Adviser may select.
B. Additional Duties of Co-Sub-Adviser. In addition to the
above, Co-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 Portfolio 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 Portfolio, the investment recommendations
of the Co-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 Co-Sub-Adviser. In all matters
relating to the performance of this Agreement, the Co-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.
For the services provided and the expenses assumed by the
Co-Sub-Adviser pursuant to this Agreement, the Co-Sub-Adviser shall receive a
monthly investment management fee equal to (i) 50% of the fees received by the
Investment Adviser, less (ii) 50% of the amount paid by the Investment Adviser
on behalf of the Portfolio pursuant to any expense limitation, with respect to
the amount of the Portfolio's assets managed by the Co-Sub-Adviser during such
period. The management fee shall be payable by the Investment Adviser monthly
to the Co-Sub-Adviser upon receipt by the Investment Adviser from the Portfolio
of advisory fees payable to the Investment Adviser. If this Agreement becomes
effective or terminates before the end of any month, the investment management
fee for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall
be pro-rated according to the pro-ration which such period bears to the full
month in which such effectiveness or termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Co-Sub-Adviser's
performance of its duties under this Agreement. Notwithstanding the Investment
Advisory Agreement, the Co-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 Portfolio.
B. The Investment Adviser has furnished the Co-Sub-Adviser
with copies of each of the following documents and will furnish to the
Co-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
Co-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 the Portfolio and its shares and all amendments
thereto ("Registration Statement");
(5) The Fund's Prospectus (as defined above); and
(6) 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 the Portfolio to its
shareholders or to any governmental body or securities
exchange.
The Investment Adviser shall furnish the Co-Sub-Adviser with any
further documents, materials or information that the Co-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 Co-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 Portfolio or to the public,
which refer to the Co-Sub-Adviser or investment companies or other advisory
accounts advised or sponsored by the Co-Sub-Adviser or investment companies or
other advisory accounts advised or sponsored by the Co-Sub-Adviser in any way,
prior to the use thereof, and the Investment Adviser shall not use any such
materials if the Co-Sub-Adviser objects in writing within fifteen business days
(or such other time as may be mutually agreed) after receipt thereof.
5. BROKERAGE.
A. The Co-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 Co-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 Co-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 Co-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
Co-Sub-Adviser may utilize one or more of its affiliates as broker for
transactions for the Portfolio. In no instance will portfolio securities be
purchased from or sold to the Co-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 Co-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 Co-Sub-Adviser, the Co-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 Co-Sub-Adviser in the
manner the Co-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 Co-Sub-Adviser agrees
that orders with broker-dealers for the purchase or sale of portfolio
securities by the Portfolio shall be placed in accordance with the standards
set forth in the Advisory Agreement.
6. OWNERSHIP OF RECORDS.
The Co-Sub-Adviser shall maintain all books and records required to be
maintained by the Co-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 Co-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
Co-Sub-Adviser may retain copies of such records.
7. REPORTS.
The Co-Sub-Adviser shall furnish to the Board or the Investment
Adviser, or both, as appropriate, such information, reports, evaluations,
analyses and opinions as the Co-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 Co-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 Co-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 CO-SUB-ADVISER.
The Co-Sub-Adviser represents, warrants, and agrees as follows:
A. The Co-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 Co-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 Co-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 Co-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 material 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. INDEMNIFICATION.
The Co-Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Co-Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any act
or omission or any loss suffered by any Portfolio in connection with the
matters to which this Agreement relates, provided that nothing herein shall be
deemed to protect or purport to protect the Co-Sub-Adviser against any
liability to any Portfolio or its shareholders, or the Adviser, to which the
Co-Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement
relating to the Portfolio's assets under its management ("disabling conduct").
The Adviser will indemnify the Co-Sub-Adviser against, and hold harmless from,
any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amount paid in
satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Co-Sub-Adviser. The Co-Sub-Adviser
shall be entitled to advances from the Adviser for payment of reasonable
expenses incurred in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect until April 30, 2004, from its effective date. Thereafter, this
Agreement shall continue in effect from year to year, with respect to the
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 Co-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.
12. TERMINATION OF AGREEMENT.
This Agreement shall terminate automatically with respect to the
Portfolio upon the termination of the Advisory Agreement with respect to any
such Portfolio. This Agreement may be terminated at any time with respect to
the Portfolio, without penalty, by the Investment Adviser or by the Fund's
Board by giving 60 days' written notice of such termination to the
Co-Sub-Adviser at its principal place of business, provided that, if terminated
by the Fund, such termination is approved by the Board of Directors of the Fund
or by vote of a majority of the outstanding voting securities (as that phrase
is defined in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of any such 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. This Agreement may be
terminated at any time by Co-Sub-Adviser by giving 60 days' written notice of
such termination to the Fund's Board and the Investment Adviser at their
respective principal places of business.
13. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
14. CO-SUB-ADVISER NAME.
It is understood and hereby agreed that "NWQ" is the property of the
Co-Sub-Adviser for copyright and other purposes. The Investment Adviser further
agrees that, in the event that the Co-Sub-Adviser shall cease to act as an
investment adviser with respect to the investment of assets allocated to the
Fund, both the Investment Adviser and the Fund shall promptly take all
necessary and appropriate action to change their product names to names which
do not include "NWQ" provided, however, that the Investment Adviser and
the Fund may continue to use "NWQ" if the Co-Sub-Adviser consents specifically
in writing to such use.
15. 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 Co-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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: NWQ INVESTMENT MANAGEMENT COMPANY, INC.
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
EXHIBIT 23(D) 40
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
PILGRIM ▇▇▇▇▇▇ & ASSOCIATES, LTD.
SUB-ADVISORY AGREEMENT, MADE AS OF THE 1ST DAY OF MAY, 2002 BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. ("INVESTMENT ADVISER"), A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF FLORIDA AND
PILGRIM ▇▇▇▇▇▇ & ASSOCIATES, LTD., ("CO-SUB-ADVISER"), A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997, as amended
("Advisory Agreement"), with the AEGON/Transamerica Series Fund, Inc. (the
"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 PBHG/NWQ Value
Select (the "Portfolio") a separate series of the Fund; and
WHEREAS, the Co-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 Co-Sub-Adviser
as a sub-adviser to furnish certain investment advisory services to the
Investment Adviser with respect to the Portfolio and the Co-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 Co-Sub-Adviser as an investment
sub-adviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Co-Sub-Adviser accepts such appointment and agrees
to render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE CO-SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the
supervision of the Fund's Board of Directors ("Board") and the Investment
Adviser, the Co-Sub-Adviser shall act as the investment Co-Sub-Adviser and
shall supervise and direct the investments of the Portfolio's assets under its
management in accordance with the Portfolio's 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 Co-Sub-Adviser. The Co-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 Portfolio in a manner consistent with the Portfolio's
investment objective, policies, and restrictions. In furtherance of this duty,
the Co-Sub-Adviser, on behalf of the Portfolio, is authorized, in its
discretion and without prior consultation with the Portfolio 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 Co-Sub-Adviser may select.
B. Additional Duties of Co-Sub-Adviser. In addition to the
above, Co-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 Portfolio 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 Portfolio, the investment recommendations
of the Co-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 Co-Sub-Adviser. In all matters
relating to the performance of this Agreement, the Co-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.
For the services provided and the expenses assumed by the
Co-Sub-Adviser pursuant to this Agreement, the Co-Sub-Adviser shall receive a
monthly investment management fee equal to (i) 50% of the amount received by
the Investment Adviser, less (ii) 50% of the amount paid by the Investment
Adviser on behalf of the Portfolio pursuant to any expense limitation, with
respect to the amount of the Portfolio's assets managed by the Co-Sub-Adviser
during such period. The management fee shall be payable by the Investment
Adviser monthly to the Co-Sub-Adviser upon receipt by the Investment Adviser
from the Portfolio of advisory fees payable to the Investment Adviser. If this
Agreement becomes effective or terminates before the end of any month, the
investment management fee for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be pro-rated according to the pro-ration which such
period bears to the full month in which such effectiveness or termination
occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Co-Sub-Adviser's
performance of its duties under this Agreement. Notwithstanding the Investment
Advisory Agreement, the Co-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 Portfolio.
B. The Investment Adviser has furnished the Co-Sub-Adviser
with copies of each of the following documents and will furnish to the
Co-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
Co-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 the Portfolio and its shares and all amendments
thereto ("Registration Statement");
(5) The Fund's Prospectus (as defined above); and
(6) 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 the Portfolio to its
shareholders or to any governmental body or securities
exchange.
The Investment Adviser shall furnish the Co-Sub-Adviser with any
further documents, materials or information that the Co-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 Co-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 Portfolio or to the public,
which refer to the Co-Sub-Adviser or investment companies or other advisory
accounts advised or sponsored by the Co-Sub-Adviser or investment companies or
other advisory accounts advised or sponsored by the Co-Sub-Adviser in any way,
prior to the use thereof, and the Investment Adviser shall not use any such
materials if the Co-Sub-Adviser objects in writing within fifteen business days
(or such other time as may be mutually agreed) after receipt thereof.
5. BROKERAGE.
A. The Co-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 Co-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 Co-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 Co-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
Co-Sub-Adviser may utilize one or more of its affiliates as broker for
transactions for the Portfolio. In no instance will portfolio securities be
purchased from or sold to the Co-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 Co-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 Co-Sub-Adviser, the Co-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 Co-Sub-Adviser in the
manner the Co-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 Co-Sub-Adviser agrees
that orders with broker-dealers for the purchase or sale of portfolio
securities by the Portfolio shall be placed in accordance with the standards
set forth in the Advisory Agreement.
6. OWNERSHIP OF RECORDS.
The Co-Sub-Adviser shall maintain all books and records required to be
maintained by the Co-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 Co-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
Co-Sub-Adviser may retain copies of such records.
7. REPORTS.
The Co-Sub-Adviser shall furnish to the Board or the Investment
Adviser, or both, as appropriate, such information, reports, evaluations,
analyses and opinions as the Co-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 Co-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 Co-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 CO-SUB-ADVISER.
The Co-Sub-Adviser represents, warrants, and agrees as follows:
A. The Co-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 Co-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 Co-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 Co-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 material 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. INDEMNIFICATION.
The Co-Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Co-Sub-Adviser
shall not be liable for any error of judgment or mistake of law or for any act
or omission or any loss suffered by any Portfolio in connection with the
matters to which this Agreement relates, provided that nothing herein shall be
deemed to protect or purport to protect the Co-Sub-Adviser against any
liability to any Portfolio or its shareholders, or the Adviser, to which the
Co-Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement
("disabling conduct"). The Adviser will indemnify the Co-Sub-Adviser against,
and hold harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including any amount
paid in satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Adviser. The Co-Sub-Adviser shall be
entitled to advances from the Adviser for payment of reasonable expenses
incurred in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect until April 30, 2004, from its effective date. Thereafter, this
Agreement shall continue in effect from year to year, with respect to the
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 Co-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.
12. TERMINATION OF AGREEMENT.
This Agreement shall terminate automatically with respect to the
Portfolio upon the termination of the Advisory Agreement with respect to any
such Portfolio. This Agreement may be terminated at any time with respect to
the Portfolio, without penalty, by the Investment Adviser or by the Fund's
Board by giving 60 days'
written notice of such termination to the Co-Sub-Adviser at its principal place
of business, provided that, if terminated by the Fund, such termination is
approved by the Board of Directors of the Fund or by vote of a majority of the
outstanding voting securities (as that phrase is defined in Section 2(a)(42) of
the ▇▇▇▇ ▇▇▇) of any such 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. This Agreement may be terminated at any time by
Co-Sub-Adviser by giving 60 days' written notice of such termination to the
Fund's Board and the Investment Adviser at their respective principal places of
business.
13. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
14. CO-SUB-ADVISER NAME.
It is understood and hereby agreed that "Pilgrim ▇▇▇▇▇▇" and "PBHG"
the property of the Co-Sub-Adviser for copyright and other purposes. The
Investment Adviser further agrees that, in the event that the Co-Sub-Adviser
shall cease to act as an investment adviser with respect to the investment of
assets allocated to the Fund, both the Investment Adviser and the Fund shall
promptly take all necessary and appropriate action to change their product
names to names which do not include "Pilgrim ▇▇▇▇▇▇" or "PBHG" provided,
however, that the Investment Adviser and the Fund may continue to use "Pilgrim
▇▇▇▇▇▇" or "PBHG" if the Co-Sub-Adviser consents specifically in writing to
such use.
15. 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 Co-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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: PILGRIM ▇▇▇▇▇▇ & ASSOCIATES, LTD.
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
EXHIBIT 23(D) 41
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
GATEWAY INVESTMENT ADVISERS, L.P.
SUB-ADVISORY AGREEMENT, made as of the 1st day of May 2002 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida, and Gateway
Investment Advisers, L.P. ("Sub-Adviser"), a Limited Partnership organized and
existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser acts as an investment adviser to
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"), pursuant to an
Investment Advisory Agreement dated January 1, 1997, as amended ("Advisory
Agreement"), with the Fund;
WHEREAS, the Fund is authorized to issue shares of the Protected
Principal Stock portfolio (the "Portfolio"), a 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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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
Portfolio in a manner consistent with the Portfolio's investment objective,
policies, and restrictions. In furtherance of this duty, the Sub-Adviser, on
behalf of the Portfolio, is authorized, in its discretion and without prior
consultation with the Portfolio or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise trade
in any stocks, options, 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 Portfolio 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 Portfolio, 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.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement, (ii)
less 50% of any amount reimbursed to the Portfolio by the Investment Adviser
pursuant to Section 7 of the Advisory Agreement. Should the amount of any such
reimbursement be greater than the Sub-Adviser's compensation expressed in this
section, such amount shall be paid by the Investment Adviser and will be
deducted against any subsequent Sub-Adviser compensation, provided at no point
shall the Sub-Adviser be responsible for any such reimbursement that exceeds
its total compensation hereunder. If this Agreement becomes effective or
terminates before the end of any month, the investment management fee for the
period from the effective date to the end of such month or from the beginning
of such month to the date of termination, as the case may be, shall be
pro-rated according to the pro-ration which such period bears to the full month
in which such effectiveness or termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance
of its duties under this Agreement. Notwithstanding the 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 Portfolio.
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 the Portfolio and its shares and all amendments
thereto ("Registration Statement");
(5) The Fund's Prospectus (as defined above);
(6) 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 the Portfolio to its
shareholders or to any governmental body or securities
exchange; and
(7) The Investment Advisory Agreement.
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 Portfolio 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, at least
15 days 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. This Paragraph C shall survive the termination of this Agreement.
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 Portfolio, 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 Portfolio. 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 Portfolio 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 Portfolio 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 Portfolio 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. PROXIES.
The Sub-Adviser shall vote all proxies solicited by or with respect to
the issuers of securities in which assets of the Fund may be invested from time
to time in accordance with its policies on proxy voting, and Investment Adviser
shall arrange for the custodian of the Fund to forward copies of all proxies
and shareholder communications relating the Fund asset to Sub-Adviser or
Sub-Adviser's designated proxy agent.
9. SERVICES TO OTHER 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.
10. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5
of this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
11. INDEMNIFICATION.
The Sub-Adviser shall exercise its best judgment in rendering the
services in accordance with the terms of this Agreement. The Sub-Adviser shall
not be liable for any error of judgment or mistake of law or for any act or
omission or any loss suffered by the Fund in connection with the matters to
which this Agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Sub-Adviser against any liability to the Fund
or its shareholders, or the Adviser, to which the Sub-Adviser would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement ("disabling conduct"). The
Adviser will indemnify the Sub-Adviser against, and hold harmless from, any and
all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses), including any amount paid in satisfaction of
judgments, in compromise or as fines or penalties, not resulting from disabling
conduct by the Sub-Adviser. The Sub-Adviser shall be entitled to advances from
the Adviser for payment of reasonable expenses incurred in connection with the
matter as to which it is seeking indemnification in the manner and to the
fullest extent permissible under law.
12. 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.
13. REPRESENTATIONS OF INVESTMENT ADVISER.
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 investment advisory services to the Fund; (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, or the
applicable licensing requirements for the use of any trademarks necessary to be
met in order to perform investment advisory services for the Fund; 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.
14. GATEWAY NAME.
It is understood and hereby agreed that the word "Gateway" is the
property of the Sub-Adviser for copyright and other purposes. The Investment
Adviser further agrees that the word "Gateway" may freely be used by the
Sub-Adviser for other investment companies, entities or products. The
Investment Adviser further agrees that, in the event of termination of this
Agreement, both the Investment Adviser and the Fund shall promptly take all
necessary and appropriate action to cease all use of the word "Gateway";
provided, however, that the Investment Adviser and the Fund may continue to use
the word "Gateway" if the Sub-Adviser consents in writing to such use.
15. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for an initial term ending April 30, 2004. Thereafter, this Agreement
shall continue in effect from year to year, with respect to the 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.
16. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
addresses below:
If to the Fund:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Gateway Investment Advisers, L.P.
Rookwood Tower
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
17. 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 the 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.
18. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
19. 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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: GATEWAY INVESTMENT ADVISERS, L.P.
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
PROTECTED PRINCIPAL STOCK PORTFOLIO OF 0.40% of the first $100 million of the April 30, 2004
AEGON/TRANSAMERICA SERIES FUND, INC. Portfolio's average daily net assets and
0.375% of the Portfolio's average daily
net assets over $100 million.
EXHIBIT 23(D) 42
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT, made as of the 1st day of May 2002 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida, and Transamerica
Investment Management, LLC ("Sub-Adviser"), a limited liability company
organized and existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser acts as an investment adviser to
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"), pursuant to an
Investment Advisory Agreement dated January 1, 1997, as amended ("Advisory
Agreement"), with the Fund;
WHEREAS, the Fund is authorized to issue shares of Transamerica
Convertible Securities (the "Portfolio"), a 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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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
Portfolio in a manner consistent with the Portfolio's investment objective,
policies, and restrictions. In furtherance of this duty, the Sub-Adviser, on
behalf of the Portfolio, is authorized, in its discretion and without prior
consultation with the Portfolio 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 Portfolio 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 Portfolio, 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 Prospectus (as defined above), Advisory and Sub Advisory Agreements
as each may be amended or supplemented.
3. COMPENSATION.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement, (ii)
less 50% of any amount reimbursed to the Portfolio by the Investment Adviser
pursuant to Section 7 of the Advisory Agreement. If this Agreement becomes
effective or terminates before the end of any month, the investment management
fee for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall
be pro-rated according to the pro-ration which such period bears to the full
month in which such effectiveness or termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance
of its duties under this Agreement. Notwithstanding the 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 Portfolio.
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 Fund's Prospectus (as defined above); and
(2) The Advisory and Sub Advisory agreements.
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 Portfolio 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). The Sub-Adviser and other
clients advised by the Sub-Adviser may benefit from any research and
information received from broker-dealers selected in connection with the Fund.
Consistent with its best execution responsibilities stated herein, in certain
instances the Sub-Adviser may also consider the ability of the broker or dealer
to provide client referrals as a factor in brokerage selection. In no instance
will portfolio securities be purchased 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 Portfolio 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 OTHER 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. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5
of this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
10. 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.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for an initial term ending April 30, 2004. Thereafter, this Agreement
shall continue in effect from year to year, with respect to the 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.
12. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
addresses below:
If to the Fund:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Transamerica Investment Management, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Compliance
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
13. 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 the 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.
14. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
15. 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
and Assistant Secretary Counsel, Compliance
Officer and Secretary
ATTEST: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: By:
------------------------------- --------------------------------------
Name: Name:
----------------------------- ------------------------------------
Title: Title:
---------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------- ------------------------ ----------------
TRANSAMERICA CONVERTIBLE SECURITIES 0.40% of the first $500 million of the April 30, 2004
Portfolio's average daily net assets;
and 0.35% of the Portfolio's average
daily net assets over $500 million,
less 50% of any amount reimbursed
to the Portfolio by the Investment
Adviser pursuant to the expense
limitation
EXHIBIT 23(D) 43
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT, made as of the 1st day of May 2002 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida and Transamerica
Investment Management, LLC ("Sub-Adviser"), a limited liability company
organized and existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser acts as an investment adviser to
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"), pursuant to an
Investment Advisory Agreement dated January 1, 1997, as amended ("Advisory
Agreement"), with the Fund;
WHEREAS, the Fund is authorized to issue shares of Transamerica Equity
(the "Portfolio"), a 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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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 Portfolio in a manner
consistent
with the Portfolio's investment objective, policies, and restrictions. In
furtherance of this duty, the Sub-Adviser, on behalf of the Portfolio, is
authorized, in its discretion and without prior consultation with the Portfolio
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 Portfolio 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 Portfolio, 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 Prospectus (as defined above), Advisory and Sub- Advisory Agreements
as each may be amended or supplemented.
3. COMPENSATION.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement, (ii)
less 50% of any amount reimbursed to the Portfolio by the Investment Adviser
pursuant to Section 7 of the Advisory Agreement. If this Agreement becomes
effective or terminates before the end of any month, the investment management
fee for the period from the effective date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall
be pro-rated according to the pro-ration which such period bears to the full
month in which such effectiveness or termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance
of its duties under this Agreement. Notwithstanding the 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 Portfolio.
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 Fund's Prospectus (as defined above); and
(2) The Advisory and Sub Advisory agreements.
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 Portfolio 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). The Sub Adviser and other
clients advised by the Sub Adviser may benefit from any research and
information received from broker-dealers selected in connection with the Fund.
Consistent with its best execution responsibilities stated herein, in certain
instances the Sub Adviser may also consider the ability of the broker or dealer
to provide client referrals as a factor in brokerage selection. 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 Portfolio 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 OTHER 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. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5
of this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
10. 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.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for an initial term ending April 30, 2004. Thereafter, this Agreement
shall continue in effect from year to year, with respect to the 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.
12. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
addresses below:
If to the Fund:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Transamerica Investment Management, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Compliance
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
13. 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 the 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.
14. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
15. 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: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: By:
------------------------------ --------------------------------------
Name: Name:
---------------------------- ------------------------------------
Title: Title:
--------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
--------------------------------------------------------------------------------------------------------------------
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------------------------------------------------------------------------------------------------------------------
TRANSAMERICA EQUITY 0.35% of the Portfolio's average daily April 30, 2004
net assets, less 50% of any amount
reimbursed to the Portfolio by the
Investment Adviser pursuant to the
expense limitation
--------------------------------------------------------------------------------------------------------------------
EXHIBIT 23(D) 44
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
TRANSAMERICA INVESTMENT MANAGEMENT, LLC
SUB-ADVISORY AGREEMENT, made as of the 1st day of May 2002 between
AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a corporation
organized and existing under the laws of the State of Florida and Transamerica
Investment Management, LLC ("Sub-Adviser"), a limited liability company
organized and existing under the laws of the State of Delaware.
WHEREAS, the Investment Adviser acts as an investment adviser to
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"), pursuant to an
Investment Advisory Agreement dated January 1, 1997, as amended ("Advisory
Agreement"), with the Fund;
WHEREAS, the Fund is authorized to issue shares of Transamerica Money
Market (the "Portfolio"), a 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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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 Portfolio in a manner
consistent
with the Portfolio's investment objective, policies, and restrictions. In
furtherance of this duty, the Sub-Adviser, on behalf of the Portfolio, is
authorized, in its discretion and without prior consultation with the Portfolio
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 Portfolio 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
Portfolio, 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 Prospectus, Advisory Agreement and Sub Advisory Agreement as each
may be amended or supplemented.
3. COMPENSATION.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement. If this
Agreement becomes effective or terminates before the end of any month, the
investment management fee for the period from the effective date to the end of
such month or from the beginning of such month to the date of termination, as
the case may be, shall be pro-rated according to the pro-ration which such
period bears to the full month in which such effectiveness or termination
occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance
of its duties under this Agreement. Notwithstanding the 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 Portfolio.
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 Fund's Prospectus (as defined above); and
(2) The Advisory and Sub Advisory Agreements.
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 Portfolio 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). 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 Portfolio 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 OTHER 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. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5
of this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
10. 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.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect for an initial term ending April 30, 2004. Thereafter, this Agreement
shall continue in effect from year to year, with respect to the 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.
12. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
addresses below:
If to the Fund:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Transamerica Investment Management, LLC
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Compliance
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
13. 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 the
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.
14. 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 the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
15. 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: TRANSAMERICA INVESTMENT MANAGEMENT, LLC
By: By:
------------------------------ --------------------------------------
Name: Name:
---------------------------- ------------------------------------
Title: Title:
--------------------------- -----------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
-------------------------------------------------------------------------------------------------------------------------
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
-------------------------------------------------------------------------------------------------------------------------
TRANSAMERICA MONEY MARKET .15% of the Portfolio's average daily net assets April 30, 2004
-------------------------------------------------------------------------------------------------------------------------
EXHIBIT 23(D) 45
AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
WRL INVESTMENT MANAGEMENT, INC. AND ▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
THIS AMENDMENT is made as of May 1, 2001 to the Sub-Advisory Agreement dated
May 1, 1999 (the "AGREEMENT"), between WRL Investment Management, Inc., a
Florida corporation ("WRL MANAGEMENT"), and ▇. ▇▇▇▇ Price Associates, Inc., a
Maryland corporation (the "SUB-ADVISER"). In consideration of the mutual
covenants contained herein, the parties agree as follows:
1. FUND NAME. Any references to WRL Series Fund, Inc. (the "FUND") will now
be revised to mean AEGON/Transamerica Series Fund, Inc. ("ATSF") in
response to the name change of the Fund, effective May 1, 2001.
2. PORTFOLIO NAME. Any reference to WRL ▇. ▇▇▇▇ Price Dividend Growth and WRL
▇. ▇▇▇▇ Price Small Cap will now be revised to mean ▇. ▇▇▇▇ Price Dividend
Growth and ▇. ▇▇▇▇ Price Small Cap, respectively, effective May 1, 2001.
3. INVESTMENT ADVISER CHANGE. Any references to WRL Management as the
Investment Advisor to the Fund will now be revised to mean
AEGON/Transamerica Fund Advisers, Inc. ("ATFA"), a Florida corporation, in
response to the change of investment advisers of the Fund, effective May
1, 2001.
4. COMPENSATION. For the services provided by the Sub-Adviser to the
following Portfolios of ATSF, ATFA will pay the Sub-Adviser a fee, payable
monthly, based on the average daily net assets of the Portfolios at the
following annual rate:
---------------------------------------------------------------------------------------------------------------
PORTFOLIO ANNUAL PERCENTAGE OF MONTHLY
AVERAGE DAILY NET ASSETS
---------------------------------------------------------------------------------------------------------------
▇. ▇▇▇▇ Price Dividend Growth 0.50% of the first $100 million of the Portfolio's average
daily net assets; once Portfolio assets exceed $100 million, the fee
shall reset to 0.40% on all Portfolio assets from first dollar
---------------------------------------------------------------------------------------------------------------
▇. ▇▇▇▇ Price Small Cap 0.35% of the Fund's average daily net assets
---------------------------------------------------------------------------------------------------------------
If this Agreement becomes effective or terminates before the end of
any month, the fee (if any) for the period from the effective date to the end
of such month or from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the proportion which such
periods bears to the full month in which such effectiveness or termination
occurs.
In all other respects, the Sub-Advisory Agreement dated May 1, 1999,
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, 2001.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
---------------------------- ----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Assistant Vice President, General Counsel,
Secretary Compliance Officer
and Secretary
ATTEST: ▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: By:
---------------------------- ----------------------------
Name: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: Vice President
EXHIBIT 23(D) 46
SUB-ADVISORY AGREEMENT
BETWEEN AEGON/TRANSAMERICA FUND ADVISERS, INC. AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
AGREEMENT made as of the 1st day of May, 2002, by and between ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management, Inc., a Delaware corporation (the
"Sub-Adviser"), and AEGON/Transamerica Fund Advisers, Inc., a Florida
corporation (the "Investment Adviser").
WHEREAS, the Investment Adviser has been organized to serve as
investment manager of AEGON/Transamerica Series Fund, Inc (the "Fund"), a
Maryland corporation which has filed a registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act") and the Securities
Act of 1933 (the "Registration Statement"); and
WHEREAS, the Fund is comprised of several separate investment
portfolios, including ▇▇▇ ▇▇▇▇▇▇ Active International Allocation, ▇▇▇ ▇▇▇▇▇▇
Asset Allocation and ▇▇▇ ▇▇▇▇▇▇ Money Market (the "Portfolios"); and
WHEREAS, the Investment Adviser desires to avail itself of the
services, information, advice, assistance and facilities of an investment
adviser to assist the Investment Adviser in performing services for the
Portfolios; and
WHEREAS, the Sub-Adviser is registered under the Investment Advisers
Act of 1940, as amended, and is engaged in the business of rendering investment
advisory services to investment companies and desires to provide such services
to the Investment Adviser;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Sub-Adviser. The Investment Adviser hereby
employs the Sub-Adviser as sub-adviser to manage the investment and
reinvestment of the assets of the Portfolios, subject to the control and
direction of the Fund's Board of Directors, for the period and on the terms
hereinafter set forth. The Sub-Adviser hereby accepts such employment and
agrees during such period to render the services and to assume the obligations
herein set forth for the compensation herein provided. The Sub-Adviser shall
for all purposes herein be deemed to be an independent contractor and shall,
except as expressly provided or authorized (whether herein or otherwise), have
no authority to act for or represent the Investment Adviser, the Portfolios or
the Fund in any way.
2. Obligations of and Services to be Provided by the Sub-Adviser. The
Sub-Adviser undertakes to provide the following services and to assume the
following obligations:
a. The Sub-Adviser shall manage the investment and
reinvestment of the portfolio assets of the Portfolios, all without prior
consultation with the Investment Adviser, subject to and in accordance with the
respective investment objectives and policies of the Portfolios set forth in
the Fund's Registration Statement, as such Registration Statement may be
amended from time to time, and any written instructions which the Investment
Adviser or the Fund's Board of Directors may issue from time-to-time in
accordance therewith. In pursuance of the foregoing, the Sub-Adviser shall make
all determinations with respect to the purchase and sale of portfolio
securities and shall take such action necessary to implement the same. The
Sub-Adviser shall render regular reports as mutually agreed upon by both
parties to the Fund's Board of Directors and the Investment Adviser concerning
the investment activities of the Portfolios.
b. To the extent provided in the Fund's Registration
Statement, as such Registration Statement may be amended from time to time, the
Sub-Adviser shall, in the name of the Portfolios, place orders for the
execution of portfolio transactions with or through such brokers, dealers or
banks as it may select including affiliates of the Sub-Adviser and, complying
with Section 28(e) of the Securities Exchange Act of 1934, may pay a commission
on transactions in excess of the amount of commission another broker-dealer
would have charged.
c. In connection with the placement of orders for the
execution of the portfolio transactions of the Portfolios, the Sub-Adviser
shall create and maintain all necessary records in accordance with applicable
law adequately demonstrating its compliance with its obligations under this
Agreement. All records shall be the property of the Fund and shall be available
for inspection and use by the Securities and Exchange Commission ("SEC"), the
Fund, the Investment Adviser or any person retained by the Fund. Where
applicable, such records shall be maintained by the Sub-Adviser for the periods
and in the places required by Rule 31a-2 under the ▇▇▇▇ ▇▇▇.
d. The Sub-Adviser shall bear its expenses of providing
services pursuant to this Agreement.
3. Compensation of the Sub-Adviser. 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. Activities of the Sub-Adviser. The services of the Sub-Adviser
hereunder are not to be deemed exclusive, and the Sub-Adviser shall be free to
render similar services to others and to engage in other activities, so long as
the services rendered hereunder are not impaired.
5. Use of Names. The Investment Adviser shall not use the name of the
Sub-Adviser in any prospectus, sales literature or other material relating to
the Fund in any manner not approved prior thereto by the Sub-Adviser; provided,
however, that the Sub-Adviser shall approve all uses of its name and that of
its parent which merely refer in accurate terms to its appointment hereunder or
which are required by the SEC or a state securities commission; and, provided,
further, that in no event shall such approval be unreasonably withheld. The
Sub-Adviser shall not use the name of the Fund or the Investment Adviser in any
material relating to the Sub-Adviser in any manner not approved prior thereto
by the Investment Adviser; provided, however, that the Investment Adviser shall
approve all uses of its or the Fund's name which merely refer in accurate terms
to the appointment of the Sub-Adviser hereunder or which are required by the
SEC or a state securities commission; and, provided further, that in no event
shall such approval be unreasonably withheld.
The Investment Adviser recognizes that from time to time directors,
officers and employees of the Sub-Adviser may serve as directors, trustees,
partners, officers and employees of other corporations, business trusts,
partnerships or other entities (including other investment companies) and that
such other entities may include the name "▇▇▇▇▇▇ ▇▇▇▇▇▇▇" as part of their
name, and that the Sub-Adviser or its affiliates may enter into investment
advisory, administration or other agreements with such other entities.
6. Liability of the Sub-Adviser. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be liable
for any act or omission in the course of, or connected with, rendering services
hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.
Nothing herein shall constitute a waiver of any rights or remedies which the
Fund may have under any federal or state securities laws.
7. Limitation of Fund's Liability. The Sub-Adviser acknowledges that
it has received notice of and accepts the limitations upon the Fund's liability
set forth in its Agreement and Articles of Incorporation and By-Laws. The
Sub-Adviser agrees that any of the Fund's obligations shall be limited to the
assets of the Portfolios and that the Sub-Adviser shall not seek satisfaction
of any such obligation from the shareholders of the Fund nor from any Fund
officer, employee or agent of the Fund.
8. Renewal, Termination and Amendment. This Agreement shall continue
in effect, unless sooner terminated as hereinafter provided, for a period of
two years from the date hereof and shall continue in full force and effect for
successive periods of one year thereafter, but only so long as each such
continuance as to the Portfolios is specifically approved at least annually by
vote of the holders of a majority of the outstanding voting securities of the
Portfolios or by vote of a majority of the Fund's Board of Directors; and
further provided that such continuance is also approved annually by the vote of
a majority of the Directors who are not parties to this Agreement or interested
persons of the Sub-Adviser, cast in person at a meeting called for the purpose
of voting on such approval. This Agreement may be terminated as to the
Portfolios at any time, without payment of any penalty, by the Fund's Board of
Directors, by the Investment Adviser, or by a vote of the majority of the
outstanding voting securities of the Portfolios, 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, upon 60 days' prior written notice
to the Sub-Adviser, or by the Sub-Adviser upon 90 days' prior written notice to
the Investment Adviser, or upon such shorter notice as may be mutually agreed
upon. This Agreement shall terminate automatically and immediately upon
termination of the Investment Advisory Agreement dated as of January 1, 1997,
as amended, between the Investment Adviser and the Fund. This Agreement shall
terminate automatically and immediately in the event of its assignment. The
terms "assignment" and "vote of a majority of the outstanding voting
securities" shall have the meaning set forth for such terms in the 1940 Act.
This Agreement may be amended at any time be the Sub-Adviser and the Investment
Adviser, subject to approval by the Fund's Board of Directors and, if required
by applicable SEC rules and regulations, a vote of a majority of a Portfolio's
outstanding voting securities.
9. Confidential Relationship. Any information and advice furnished by
either party to this Agreement to the other shall be treated as confidential
and shall not be disclosed to third parties without the consent of the other
party hereto except as required by law, rule or regulation.
The Investment Adviser hereby consents to the disclosure to third
parties of (i) investment results and other data of the Investment Adviser or
the Portfolios (other than the identity of the Investment Adviser or the Fund)
in connection with providing composite investment results of the Sub-Adviser
and (ii) investments and transactions of the Investment Adviser or the
Portfolios (other than the identify of the Investment Adviser or the Fund) in
connection with providing composite information of clients of the Sub-Adviser.
10. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
11. Information. The Investment Adviser hereby acknowledges that it
and the Directors of the Fund have been provided with all information necessary
in connection with the services to be provided by the Sub-Adviser hereunder,
including a copy of Part II of the Sub-Adviser's Form ADV at least 48 hours
prior to the Investment Adviser's execution of this Agreement, and any other
information that the Investment Adviser or the Directors deem necessary.
12. Miscellaneous. This Agreement constitutes the full and complete
agreement of the parties hereto
with respect to the subject matter hereof. Each party agrees to perform such
further actions and execute such further documents as are necessary to
effectuate the purposes hereof. This Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of Florida. The
captions in this Agreement are included for convenience only and in no way
define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement may be executed in several counterparts,
all of which together shall for all purposes constitute one Agreement, binding
on all the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
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: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.
By: By:
------------------------------ ---------------------------------------
Name: Name:
---------------------------- -------------------------------------
Title: Title:
--------------------------- ------------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
--------------------------------------------------------------------------------------------------------------------
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Active International 0.75% of the Portfolio's average daily net assets up April 30, 2004
Allocation to $20 million; 0.60% of average daily assets in
excess of $20 million up to $50 million; and 0.50% of
average daily net assets in excess of $50 million. At
such time as the net assets exceed $200 million, the
fee shall be 0.50% of total average daily net assets.
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Asset Allocation 0.30% of the Portfolio's average daily net assets April 30, 2004
--------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Money Market 0.25% of the Portfolio's average daily net assets April 30, 2004
--------------------------------------------------------------------------------------------------------------------
EXHIBIT 23(D) 47
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
SUB-ADVISORY AGREEMENT, MADE AS OF THE 1ST DAY OF MAY, 2002 BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. ("INVESTMENT ADVISER"), A CORPORATION
ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF FLORIDA AND PACIFIC
INVESTMENT MANAGEMENT COMPANY LLC ("PIMCO" OR "SUB-ADVISER"), A LIMITED
LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE.
WHEREAS, the Investment Adviser has entered into an Investment
Advisory Agreement dated as of the 1st day of January, 1997, as amended
("Advisory Agreement"), with the AEGON/Transamerica Series Fund, Inc. (the
"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 PIMCO Total Return
(the "Portfolio"), a separate series of the Fund; and
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 Portfolio 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 Portfolio 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 Portfolio in accordance with the
Portfolio's 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 Portfolio in a manner consistent with the Portfolio's
investment objective, policies, and restrictions. In furtherance of this duty,
the Sub-Adviser, on behalf of the Portfolio, is authorized, in its discretion
and without prior consultation with the Portfolio or the Investment Adviser,
to:
(1) buy, sell, exchange, convert, lend, and otherwise trade in any
stocks, bonds and other securities or assets;
(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; and
(3) enter into agreements and execute any documents required to make
investments pursuant to the Prospectus, as such Prospectus may be
amended from time to time.
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
Portfolio 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 Portfolio, 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.
For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Sub-Adviser shall receive monthly: (i) an
investment management fee as specified in Schedule A of this Agreement, (ii)
less 30% of any amount reimbursed to the Portfolio by the Investment Adviser
pursuant to Section 7 of the Investment Advisory Agreement for a one year
period from the date of this Agreement. The Sub-Adviser will pay such amount as
described in clause (ii) only up to a maximum of the lower of $20,000 or 20% of
the total investment management fees as described in clause (i). The management
fee shall be payable by the Investment Adviser monthly to the Sub-Adviser upon
receipt by the Investment Adviser from the Portfolio of advisory fees payable
to the Investment Adviser. If this Agreement becomes effective or terminates
before the end of any month, the investment management fee for the period from
the effective date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be pro-rated according to the pro-ration
which such period bears to the full month in which such effectiveness or
termination occurs.
4. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio 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 Portfolio.
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 the Portfolio and its shares and all amendments
thereto ("Registration Statement");
(5) The Fund's Prospectus (as defined above); and
(6) 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 the 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 Portfolio or to the public,
which refer to the Portfolio, 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 Portfolio. 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.
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
Portfolio 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 Portfolio 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, Part II, as most recently filed with the
SEC and will, promptly after filing any material amendment to its Form ADV,
Part II, with the SEC, furnish a copy of such amendment to the Investment
Adviser.
10. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 5 of this
Agreement) employ, retain, or otherwise avail itself of the
services or facilities of other persons or organizations for the
purpose of obtaining such statistical and other factual
information, such advice regarding economic factors and trends,
such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as
the Sub-Adviser may deem necessary, appropriate, or convenient
for the discharge of its obligations hereunder or otherwise
helpful to the Sub-Adviser, as appropriate, or in the discharge
of Sub-Adviser's overall responsibilities with respect to the
other accounts that it serves as investment manager or
counselor, provided that the Sub-Adviser
shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
11. 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 Portfolio's outstanding voting securities.
Unless sooner terminated as provided herein, this Agreement shall continue in
effect until April 30, 2004, from its effective date. Thereafter, this
Agreement shall continue in effect from year to year, with respect to the
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.
12. TERMINATION OF AGREEMENT.
This Agreement shall terminate automatically with respect to the
Portfolio upon the termination of the Advisory Agreement with respect to any
such Portfolio. This Agreement may be terminated at any time with respect to
the Portfolio, without penalty, by the Investment Adviser or by the Fund's
Board by giving 60 days' written notice of such termination to the Sub-Adviser
at its principal place of business, provided that, if terminated by the Fund,
such termination is approved by the Board of Directors of the Fund or by vote
of a majority of the outstanding voting securities (as that phrase is defined
in Section 2(a)(42) of the ▇▇▇▇ ▇▇▇) of any such 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. This Agreement may be terminated at
any time by Sub-Adviser by giving 60 days' written notice of such termination
to the Fund's Board and the Investment Adviser at their respective principal
places of business.
13. 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 THE PORTFOLIO'S OUTSTANDING VOTING SECURITIES, UNLESS
OTHERWISE PERMITTED IN ACCORDANCE WITH THE 1940 ACT.
14. NOTICES
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
address below:
If to the Fund:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
Pacific Investment Management Company LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Legal Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
15. SUB-ADVISER NAME.
It is understood and hereby agreed that the word "PIMCO" is the property of the
Sub-Adviser for copyright and other purposes. The Investment
Adviser further agrees that, in the event that the Sub-Adviser
shall cease to act as an investment adviser with respect to the
investment of assets allocated to the Portfolio, both the
Investment Adviser and the Fund shall promptly take all
necessary and appropriate action to change their product names
to names which do not include the word "PIMCO" provided,
however, that the Investment Adviser and the Fund may continue
to use the word "PIMCO" if the Sub-Adviser consents specifically
in writing to such use.
16. FUTURES AND OPTIONS.
The Sub-Adviser's investment authority shall include the authority to
purchase, sell, cover open positions, and generally to deal in financial
futures contracts and options thereon, in accordance with the Prospectus.
The Investment Adviser authorizes and empowers the Sub-Adviser to
direct the Fund to: (i) open and maintain brokerage accounts for financial
futures and options (such accounts hereinafter referred to as "brokerage
accounts") on behalf of and in the name of the Portfolio and (ii) execute for
and on behalf of the Portfolio, standard customer agreements with a broker or
brokers. The Sub-Adviser may, using such of the securities and other property
in the Portfolio as the Sub-Adviser deems necessary or desirable, direct the
custodian to deposit on behalf of the Portfolio, original and maintenance
brokerage deposits and otherwise direct payments of cash, cash equivalents and
securities and other property into such brokerage accounts and to such brokers
as the Sub-Adviser deems desirable or appropriate.
The Sub-Adviser has delivered to the Investment Adviser a copy of its
Disclosure Document, as amended, dated November 30, 2001, on file with the
Commodity Futures Trading Commission. The Investment Adviser hereby
acknowledges receipt of such copy.
17. LIABILITY
Except as may otherwise be required by the 1940 Act or other
applicable law, the Investment Adviser agrees that the Sub-Adviser, any
affiliated person of the Sub-Adviser, and each person, if any, who, within the
meaning of Section 15 of the Securities Act of 1933 (the "1933 Act") controls
the Sub-Adviser shall not be liable for, or subject to any damages, expenses,
or losses in connection with, any act or omission connected with or arising out
of any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Sub-Adviser's duties, or by reason of reckless disregard of the Sub-Adviser's
obligations and duties under this Agreement.
18. 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: PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: By:
------------------------------ ---------------------------------------
Name: Name:
---------------------------- -------------------------------------
Title: Title:
--------------------------- ------------------------------------
SUB-ADVISORY AGREEMENT
SCHEDULE A
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FUND SUB-ADVISER TERMINATION DATE
COMPENSATION
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0.25% of the Portfolio's average
PIMCO Total Return daily net assets April 30, 2004
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