EXHIBIT 23(d)(17)
Sub-Advisory Agreement on behalf of ▇▇▇▇▇▇▇▇▇ Great Companies Global
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC
SUB-ADVISORY AGREEMENT, made as of the 15th day of September, 2003,
between AEGON/Transamerica Fund Advisers, Inc. ("Investment Adviser"), a
corporation organized and existing under the laws of the State of Florida and
▇▇▇▇▇▇▇▇▇ Investment Counsel, 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. ("ATSF"), a Maryland
corporation which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), and
WHEREAS, ATSF is authorized to issue shares of Templeton Great
Companies Global (the "Portfolio"), a separate series of ATSF;
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 (in connection with
non-U.S. securities) 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 ATSF Board of Directors ("Board") and the Investment Adviser,
the Sub-Adviser shall act as the investment sub-adviser and shall supervise and
direct the non U.S. investments of the Portfolio in accordance with the
Portfolio's investment objective, policies, and restrictions as provided in the
ATSF 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 ATSF 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 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.
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B. ADDITIONAL DUTIES OF SUB-ADVISER. In addition to the above,
Sub-Adviser shall:
(1) furnish continuous investment information, advice
and recommendations to ATSF 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, either in
person or via teleconference, of ATSF and furnish
oral or written reports, as ATSF may reasonably
require, in order to keep ATSF 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 ATSF
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 ATSF 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.
D. CUSTODY. Sub-Adviser shall have no responsibility with
respect to maintaining custody of the Portfolio's assets. Sub-Adviser shall
affirm security transactions with central depositories and advise the custodian
of the Portfolio ("Custodian") or such depositories or agents as may be
designated by Custodian and Investment Adviser promptly of each purchase and
sale of a portfolio security, specifying the name of the issuer, the description
and amount or number of shares of the security purchased, the market price, the
commission and gross or net price, the trade date and settlement date and the
identity of the effecting broker or dealer. Sub-Adviser shall from time to time
provide Custodian and Investment Adviser with evidence of authority of its
personnel who are authorized to give instructions to Custodian. The Portfolio
shall instruct the Custodian to provide the Sub-Adviser with such information as
the Sub-Adviser may reasonably request relating to daily cash levels held by the
Portfolio.
E. PROXY VOTING. Unless Investment Adviser advises Sub-Adviser
in writing that the right to vote proxies has been expressly reserved to
Investment Adviser or the Portfolio or otherwise delegated to another party,
Sub-Adviser shall exercise voting rights incident to such securities under
Sub-Adviser's supervision held in the Portfolio without consultation with
Investment Adviser or Portfolio, provided that Sub-Adviser will follow any
written instructions received from Investment Adviser or Portfolio with respect
to voting as to particular issues. Sub-Adviser shall further respond to all
corporate action matters incident to such securities held in the Portfolio
including, without limitation, proofs of claim in bankruptcy and class action
cases and shelf registrations. Should Sub-Adviser undertake litigation against
an issuer on behalf of accounts which it manages that are shareholders of such
issuer, Portfolio agrees, that in the event the Portfolio is also a shareholder
of such issuer, to pay its proportionate share of any applicable legal fees
associated with the action or to forfeit any claim to any assets Sub-Adviser may
recover and, in such case, agrees to hold Sub-Adviser harmless for excluding the
Portfolio from such action. In the case of class action suits involving issuers
held by the Portfolio, Sub-Adviser may include information about the Portfolio
for purposes of participating in any settlements.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this
Agreement, the Sub-Adviser shall receive monthly 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.
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4. EXPENSES.
During the term of this Agreement, Sub-Adviser will bear all expenses incurred
by it in the performance of its duties hereunder, other than those expenses
specifically borne by the Portfolio or assumed by the Investment Adviser
pursuant to the Advisory Agreement. The Portfolio and the Investment Adviser
shall bear their own expenses, including but not limited to those expenses
allocated to the Portfolio or the Investment Adviser in the Advisory Agreement,
all proxy voting expenses and brokers' and underwriting commissions chargeable
to the Portfolio in connection with the securities transactions to which the
Portfolio is a party.
5. 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 ATSF Articles of Incorporation, 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 ATSF as in effect on the date hereof
and as amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of ATSF
authorizing the appointment of the Investment
Adviser and the Sub-Adviser and approving the form
of the Advisory Agreement and this Agreement;
(4) The ATSF 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 ATSF Prospectus (as defined above); and
(6) A certified copy of any publicly available financial
statement or report prepared for ATSF 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.
Notwithstanding the above, the Sub-Adviser shall not be responsible for
performing in accordance with any of the above-mentioned documents and notices
unless Sub-Adviser has received such document or notice.
C. The Sub-Adviser hereby gives the Portfolio, for the term of
this Agreement, a royalty free, nonexclusive, nontransferable right to use the
name "▇▇▇▇▇▇▇▇▇" (hereinafter referred to as the "▇▇▇▇") in the United States as
part of the name of the Portfolio, provided such name is approved by Sub-Adviser
in writing. Such right does not include the right to allow third parties to use
the ▇▇▇▇ except as specifically provided in this Agreement. Neither the
Portfolio nor the Investment Adviser shall retain any right to use of the ▇▇▇▇
after the termination of this Agreement. Upon termination of this Agreement, the
Portfolio will immediately terminate all use of the ▇▇▇▇ and destroy any
remaining unused sales documentation, promotional, marketing, advertising or
other written printed or electronic material or performance information that
contains the ▇▇▇▇. The Portfolio agrees to use its best efforts to ensure that
the nature and quality of the services rendered in connection with the ▇▇▇▇
shall conform to the terms of this Agreement and any amendments thereto.
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D. 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 documentation, promotional,
marketing, advertising and other written, printed or electronic material or
performance information or data prepared for distribution to shareholders of the
Portfolio or the public, which include the ▇▇▇▇ or refer to the Portfolio, 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. Investment
Adviser shall not use any such materials which include the ▇▇▇▇ without the
Sub-Adviser's prior written approval; and Investment Adviser shall not use any
such materials which do not include the ▇▇▇▇ if the Sub-Adviser reasonably
objects in writing within fifteen (15) business days (or such other time as may
be mutually agreed upon) after Sub-Adviser's receipt thereof.
6. 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). 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
rule 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.
7. OWNERSHIP OF RECORDS.
Sub-Adviser shall maintain all books and records required to be
maintained by Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Portfolio.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Sub-Adviser hereby agrees (i) to preserve for the periods prescribed by Rule
31a-3 under the 1940 Act any records that it maintains for the Portfolio that
are required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to
provide the Portfolio with access to or copies of any records that it maintains
for the Portfolio upon reasonable request by the Portfolio.
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8. 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.
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 ATSF, 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. Nothing in this Agreement shall impose upon Sub-Adviser any obligation
to purchase or sell or to recommend for purchase or sale, with respect to the
Portfolio, any securities which the Sub-Adviser, or its officers, directors,
employees or affiliates may purchase or sell for its or their own account(s) or
for the account of any other client. Sub-Adviser may give advice and take action
with respect to any of its other accounts or for its own account which may
differ from the timing or nature of action taken by the Sub-Adviser with respect
to the Portfolio.
10. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 6 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. LIABILITY OF SUB-ADVISER. Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Adviser,
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
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 ATSF with a copy of
such code of ethics, together with evidence of its adoption.
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C. The Sub-Adviser has provided the Investment Adviser and
ATSF 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.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date of its execution
and continue in effect for two years from its effective date, and thereafter for
successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of the Fund's outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) or by the ATSF Board of Directors and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the ATSF Directors who are not parties to this Agreement or
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any such party. This
Agreement may be terminated at any time, without payment of any penalty, by (i)
ATSF, or by a vote of the majority of the entire ATSF Board of Directors, or per
the terms of an 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'
written notice to the Sub-adviser or (ii) by the Sub-Adviser on 60 days' written
notice to the Investment Adviser. This Agreement shall terminate automatically
in the event of its assignment (as defined in 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 ATSF:
AEGON/Transamerica Series Fund, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Investment Adviser:
AEGON/Transamerica Fund Advisers, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Sub-Adviser:
▇▇▇▇▇▇▇▇▇ Investment Counsel, LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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15. 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 1940 Act
from Section 15(a) and Rule 18f-2 under the 1940 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. In
addition, 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.
16. 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.
17. 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 (except for the letter
agreement relating to the re-balancing of the Portfolio's assets and cash flows)
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 ATSF 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 ATSF.
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" (unless
otherwise defined herein) 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.
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ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President Title: Sr. Vice President, General
and Assistant Secretary Counsel, Compliance Officer
and Secretary
ATTEST ▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- -----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: AVP, Client Relationship Mgr. Title: President
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SUB-ADVISORY AGREEMENT
SCHEDULE A
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PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
----------------------------------------------- ---------------------------------- ---------------------------------------
TEMPLETON GREAT COMPANIES GLOBAL 0.40% of the portion of the September 15, 2005
portfolio's average daily net
assets that are managed by
Templeton
----------------------------------------------- ---------------------------------- ---------------------------------------
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AMENDMENT TO SUB-ADVISORY AGREEMENT BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC. AND GREAT COMPANIES, LLC
THIS AMENDMENT is made as of September 15, 2003 to the Sub-Advisory
Agreement dated September 1, 2000 (the "Agreement"), as amended between
AEGON/Transamerica Fund Advisers, Inc. ("ATFA") and Great Companies, LLC (the
"Sub-Adviser"), on behalf of Great Companies - Global2 (the "Portfolio") of
AEGON/Transamerica Series Fund, Inc. In consideration of the mutual covenants
contained herein, the parties agree as follows:
1. PORTFOLIO NAME CHANGE. Any references to Great Companies - Global2
Portfolio are revised to mean ▇▇▇▇▇▇▇▇▇ Great Companies Global, in
response to the name change of the Portfolio, effective September 15,
2003.
2. CO-SUB-ADVISER: Effective September 15, 2003, ▇▇▇▇▇▇▇▇▇ Investment
Counsel, LLC ("Templeton") was added as co-sub-adviser for the
Portfolio. Any references to "sub-adviser" are revised to mean
"co-sub-adviser."
3. DUTIES OF THE SUB-ADVISER (PARAGRAPH 2): Effective September 15, 2003,
▇▇▇▇▇▇▇▇▇ is responsible for managing the non-U.S. portion of the
Portfolio and Great Companies is responsible for managing the U.S.
equity component of the Portfolio.
4. COMPENSATION (PARAGRAPH 3): Effective September 15, 2003, each
co-sub-adviser will receive a monthly sub-advisory fee based on the
portion of average daily net assets that it manages for the Portfolio;
the fee will equal 0.40% of the fees received by the investment adviser
for that portion of assets, less 50%, as applicable, of the amount paid
by the investment adviser pursuant to any expense limitation or the
amount of any other reimbursement made by the investment adviser to the
Portfolio, if applicable.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Senior Vice President, General Counsel &
Secretary
AEGON/Transamerica Fund Advisers, Inc.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: CEO
Great Companies, LLC