EXHIBIT 10(C)
EXPENSE LIMITATION AGREEMENT
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EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of May 1, 2002 by and between
AEGON/Transamerica Fund Advisers, Inc. (the "Investment Manager") and
AEGON/Transamerica Series Fund, Inc. (the "Company"), on behalf of each series
of the Company set forth in Schedule A (each a "Fund," and collectively, the
"Funds").
WHEREAS, the Company is a Maryland corporation, and is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type, and each Fund is a series of the Company;
and
WHEREAS, the Company and the Investment Manager have entered into investment
advisory agreements on behalf of the Funds as set forth in Schedule A,
("Management Agreements"), pursuant to which the Investment Manager provides
investment management services to each Fund for compensation based on the value
of the average daily net assets of each such Fund; and
WHEREAS, the Company and the Investment Manager have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a Fund in any fiscal year, including but not
limited to investment management fees of the Investment Manager, but
excluding interest, taxes, brokerage commissions, extraordinary
expenses such as litigation and other expenses not incurred in the
ordinary course of such Fund's business ("Fund Operating Expenses"),
exceed the Operating Expense Limit, as defined in Section 1.2 below,
such excess amount (the "Excess Amount") shall be the liability of the
Investment Manager.
1.2 Operating Expense Limit. The maximum Operating Expense Limit in any
year with respect to each Fund shall be the amount specified in
Schedule B based on a percentage of the average daily net assets of
each Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with
respect to each Fund shall remain in effect until the date specified
for that Fund on Schedule C. The Investment Manager may extend, but may
not during the term of this Agreement shorten, the duration of the
Operating Expense Limit for any Fund without the consent of the Company
by delivering a revised Schedule C to the Company reflecting such
extension. Such an extension must continue at the same Operating
Expense Limit amount specified on Schedule B.
1.4. Method of computation. To determine the Investment Manager's obligation
with respect to the Excess Amount, each day the Fund Operating Expenses
for each Fund shall be annualized. If the annualized Fund Operating
Expenses for any month of a Fund exceed the Operating Expense Limit of
such Fund, the Investment Manager shall remit to the appropriate Fund
or Funds an amount that, together with the waived or reduced
investment-management fee, is sufficient to pay that day's Excess
Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
If on any day during which the Management Agreement is in effect, the estimated
annualized Fund Operating Expenses of such Fund for that day are less than the
Operating Expense Limit, the Investment Manager shall be entitled to
reimbursement by such Fund of the investment management fees waived or reduced
and other payments remitted by the Investment Manager to such Fund pursuant to
Section I hereof (the "Reimbursement Amount") during any of the previous
thirty-six (36) months beginning with the effective date of this Agreement, to
the extent that the Fund's annualized Operating Expenses plus the amount so
reimbursed equals, for such day, the Operating Expense Limit provided in
Schedule B, provided that such amount paid to the Investment Manager will in no
event exceed the total Reimbursement Amount and will not include any amounts
previously reimbursed.
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3. Term and Termination of Agreement.
This Agreement shall terminate upon termination of the Investment Management
Agreement, or it may be terminated by either party hereto, without payment of
any penalty, upon ninety (90) days' prior written notice to the other party at
its principal place of business.
4 Miscellaneous.
4.1. Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to require the
Company or the Funds to take any action contrary to the Company's
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 Company's Board of Directors of its
responsibility for and control of the conduct of the affairs of the
Company or the Funds.
4.3. Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment management
fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms
and provisions of the Management Agreement or the 1940 Act, shall have
the same meaning as and be resolved by reference to such Management
Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective officers thereunto duly authorized and their respective corporate
seals to be hereunto affixed, as of the day and year first above written.
AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, General Counsel,
Compliance Officer & Secretary
AEGON/TRANSAMERICA SERIES FUND, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice President and Assistant
Secretary
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SCHEDULE A
AEGON/TRANSAMERICA SERIES FUND, INC.
Effective May 1, 2002:
AEGON Bond
Aggressive Asset Allocation
▇▇▇▇▇ Aggressive Growth
American Century Income & Growth
American Century International
BlackRock Global Science & Technology
BlackRock Large Cap Value
BlackRock Mid Cap Growth
Capital Guardian Global
Capital Guardian U.S. Equity
Capital Guardian Value
Clarion Real Estate Securities
Conservative Asset Allocation
Dreyfus Mid Cap
Dreyfus Small Cap Value
Federated Growth & Income
Gabelli Global Growth
GE U.S. Equity
▇▇▇▇▇▇▇ Sachs Growth
Great Companies --America(SM)
Great Companies--Global(2)
Great Companies--Technology(SM)
▇.▇. ▇▇▇▇▇▇ Enhanced Index
Janus Balanced
Janus Global
Janus Growth
Janus Growth II
▇▇▇▇▇▇▇▇ Growth
LKCM Capital Growth
LKCM Strategic Total Return
MFS High Yield
Moderate Asset Allocation
Moderately Aggressive Asset Allocation
Munder Net50
PBHG Mid Cap Growth
PBHG/NWQ Value Select
PIMCO Total Return
Protected Principal Stock
Salomon All Cap
▇. ▇▇▇▇ Price Dividend Growth
▇. ▇▇▇▇ Price Equity Income
▇. ▇▇▇▇ Price Growth Stock
▇. ▇▇▇▇ Price Small Cap
Third Avenue Value
Transamerica Convertible Securities
Transamerica Equity
Transamerica Growth Opportunities
Transamerica Money Market
Transamerica U.S. Government Securities
Transamerica Value Balanced
Value Line Aggressive Growth
▇▇▇ ▇▇▇▇▇▇ Active International Allocation
▇▇▇ ▇▇▇▇▇▇ Asset Allocation
▇▇▇ ▇▇▇▇▇▇ Emerging Growth
▇▇▇ ▇▇▇▇▇▇ Money Market
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SCHEDULE B
OPERATING EXPENSE LIMITS
Effective May 1, 2002
NAME OF PORTFOLIO MAXIMUM OPERATING EXPENSE LIMIT
----------------- ---------------------------------------
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
---------------------------------------
AEGON Bond 0.70%
Aggressive Asset Allocation 0.25%
▇▇▇▇▇ Aggressive Growth 1.00%
American Century Income & Growth 1.50%
American Century International 1.50%
BlackRock Global Science & Technology 1.40%
BlackRock Large Cap Value 1.30%
BlackRock Mid Cap Growth 1.30%
Capital Guardian Global N/A
Capital Guardian U.S. Equity N/A
Capital Guardian Value N/A
Clarion Real Estate Securities 1.00%
Conservative Asset Allocation 0.25%
Dreyfus Mid Cap 1.00%
Dreyfus Small Cap Value N/A
Federated Growth & Income 1.00%
Gabelli Global Growth 1.20%
GE U.S. Equity 1.00%
▇▇▇▇▇▇▇ Sachs Growth 1.00%
Great Companies - America(SM) 1.00%
Great Companies - Global(2) 1.00%
Great Companies - Technology(SM) 1.00%
▇.▇. ▇▇▇▇▇▇ Enhanced Index N/A
Janus Balanced 1.40%
Janus Global N/A
Janus Growth 1.00%
Janus Growth II N/A
▇▇▇▇▇▇▇▇ Growth N/A
LKCM Capital Growth 1.00%
LKCM Strategic Total Return 1.00%
MFS High Yield N/A
Moderate Asset Allocation 0.25%
Moderately Aggressive Asset Allocation 0.25%
Munder Net50 1.50%
PBHG Mid Cap Growth 1.00%
PBHG/NWQ Value Select 1.00%
PIMCO Total Return 1.20%
Salomon All Cap 1.00%
▇. ▇▇▇▇ Price Dividend Growth 1.00%
▇. ▇▇▇▇ Price Equity Income N/A
▇. ▇▇▇▇ Price Growth Stock N/A
▇. ▇▇▇▇ Price Small Cap 1.00%
Third Avenue Value 1.00%
Transamerica Convertible Securities 1.30%
Transamerica Equity 0.85%
Transamerica Growth Opportunities 1.20%
Transamerica Money Market 0.70%
Transamerica U.S. Government Securities N/A
Transamerica Value Balanced 1.00%
Value Line Aggressive Growth 1.00%
▇▇▇ ▇▇▇▇▇▇ Active International Allocation N/A
▇▇▇ ▇▇▇▇▇▇ Asset Allocation N/A
▇▇▇ ▇▇▇▇▇▇ Emerging Growth 1.00%
▇▇▇ ▇▇▇▇▇▇ Money Market N/A
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SCHEDULE C
DURATION OF OPERATING EXPENSE LIMITS
Effective May 1, 2002
The duration of each Operating Expense Limit shall be as follows:
DATE ON WHICH
OPERATING EXPENSE
NAME OF FUND LIMIT TERMINATES
------------ -----------------
AEGON Bond April 30, 2004
Aggressive Asset Allocation April 30, ▇▇▇▇
▇▇▇▇▇ Aggressive Growth April 30, 2003
American Century Income & Growth April 30, 2003
American Century International April 30, 2004
BlackRock Global Science & Technology April 30, 2003
BlackRock Large Cap Value April 30, 2003
BlackRock Mid Cap Growth April 30, 2003
Capital Guardian Global N/A
Capital Guardian U.S. Equity N/A
Capital Guardian Value N/A
Clarion Real Estate Securities April 30, 2004
Conservative Asset Allocation April 30, 2004
Dreyfus Mid Cap April 30, 2003
Dreyfus Small Cap Value N/A
Federated Growth & Income April 30, 2003
Gabelli Global Growth April 30, 2003
GE U.S. Equity April 30, 2003
▇▇▇▇▇▇▇ Sachs Growth April 30, 2003
Great Companies - America(SM) April 30, 2003
Great Companies - Global(2) April 30, 2003
Great Companies - Technology(SM) April 30, 2003
▇.▇. ▇▇▇▇▇▇ Enhanced Index N/A
Janus Balanced April 30, 2004
Janus Global N/A
Janus Growth April 30, 2003
Janus Growth II N/A
▇▇▇▇▇▇▇▇ Growth N/A
LKCM Capital Growth April 30, 2003
LKCM Strategic Total Return April 30, 2003
MFS High Yield N/A
Moderate Asset Allocation April 30, 2004
Moderately Aggressive Asset Allocation April 30, 2004
Munder Net50 April 30, 2003
PBHG Mid Cap Growth April 30, 2003
PBHG/NWQ Value Select April 30, 2004
PIMCO Total Return April 30, 2004
Salomon All Cap April 30, 2003
▇. ▇▇▇▇ Price Dividend Growth April 30, 2003
▇. ▇▇▇▇ Price Equity Income N/A
▇. ▇▇▇▇ Price Growth Stock N/A
▇. ▇▇▇▇ Price Small Cap April 30, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Value April 30, 2003
Transamerica Convertible Securities April 30, 2004
Transamerica Equity April 30, 2004
Transamerica Growth Opportunities April 30, 2004
Transamerica Money Market April 30, 2003
Transamerica U.S. Government Securities N/A
Transamerica Value Balanced April 30, 2003
Value Line Aggressive Growth April 30, 2003
▇▇▇ ▇▇▇▇▇▇ Active International Allocation N/A
▇▇▇ ▇▇▇▇▇▇ Asset Allocation N/A
▇▇▇ ▇▇▇▇▇▇ Emerging Growth April 30, 2003
▇▇▇ ▇▇▇▇▇▇ Money Market N/A
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