SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the Commissioner
[ ] Definitive proxy statement. only (as permitted by Rule 14a-6(e)(2).
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.

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AEGON/TRANSAMERICA SERIES FUND, INC. (Janus Balanced)
- -------------------------------------------------------------------------------

(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined): N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A

JANUS BALANCED

A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-851-9777

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 27, 2004

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To the Shareholders:

Notice is hereby given that AEGON/Transamerica Series Fund, Inc. ("ATSF") will
hold a special meeting of shareholders of Janus Balanced (the "Fund") on April
27, 2004, at ATSF's offices, 570 Carillon Parkway, St. Petersburg, Florida,
33716-1294, at 9:30 a.m., Eastern Time, as adjourned from time to time (the
"Special Meeting") for the purposes listed below:

1. To approve a new sub-advisory agreement between
AEGON/Transamerica Fund Advisers, Inc. and Transamerica
Investment Management, LLC on behalf of the Fund.

2. To transact such other business as may properly come before
the Special Meeting.

After careful consideration, Board of Directors of ATSF (the "Board")
unanimously approved the new sub-advisory agreement and recommends that
shareholders vote "FOR" Proposal 1.

The matters referred to above are discussed in detail in the proxy statement
attached to this notice. The Board has fixed the close of business on February
20, 2004 as the record date for determining Policyowners entitled to notice of,
and to provide instructions at, the Special Meeting. EVEN IF YOU PLAN TO ATTEND
THE SPECIAL MEETING IN PERSON, PLEASE COMPLETE THE ENCLOSED VOTING INSTRUCTION
FORM, AND RETURN IT IN THE ENVELOPE PROVIDED, SO THAT YOU WILL BE REPRESENTED AT
THE SPECIAL MEETING.

By Order of the Board,

John K. Carter, Esq.
Secretary

YOUR INSTRUCTIONS ARE VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF UNITS YOU
HOLD. POLICYOWNERS WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED
TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING VOTING INSTRUCTION FORM IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IT
IS IMPORTANT THAT PROXY CARD BE RETURNED PROMPTLY.

FOR YOUR CONVENIENCE, YOU MAY ALSO PROVIDE INSTRUCTIONS BY TELEPHONE OR VIA THE
INTERNET BY FOLLOWING THE ENCLOSED DIRECTIONS. IF YOU VOTE BY TELEPHONE OR VIA
THE INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTION FORM UNLESS YOU ELECT
TO CHANGE YOUR VOTE.

JANUS BALANCED

A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-888-233-4339

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PROXY STATEMENT

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SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 27, 2004

This proxy statement and enclosed proxy are being furnished in connection with
the solicitation of proxies by the Board of Directors (the "Board" or
"Directors") of AEGON/Transamerica Series Fund, Inc. ("ATSF") for use at a
special meeting of shareholders of Janus Balanced (the "Fund"), on April 27,
2004, at ATSF's offices, 570 Carillon Parkway, St. Petersburg, Florida,
33716-1294, at 9:30 a.m., Eastern Time, as adjourned from time to time (the
"Special Meeting"). The Board is soliciting proxies from shareholders of the
Fund with respect to the proposals set forth in the accompanying notice. It is
anticipated that proxies and proxy statements will first be mailed to
shareholders on or about March 17, 2004.

SHAREHOLDER REPORTS

Policyowners can find important information about the Fund in the ATSF's annual
report dated December 31, 2003, which is provided by the respective insurance
company from which you have purchased your policy or contract. If you have not
received this report or would like to receive an additional copy, please contact
ATSF by writing at P.O. Box 9015, Clearwater, Florida 33758-9015, or by calling
the telephone number above. A copy of the report will be provided free of
charge.

INTRODUCTION

AEGON/Transamerica Fund Advisers, Inc ("ATFA"), as investment adviser to the
Fund, has traditionally retained a sub-adviser to provide portfolio management
services to the Fund. Janus Capital Management LLC ("Janus"), 151 Detroit Street
Street, Denver, Colorado 80206-, has served as such pursuant to an investment
sub-advisory agreement between ATFA and Janus dated April 3, 2002 (the "Current
Sub-Advisory Agreement"), which was last approved by the Board, including a
majority of the Directors who are not "interested persons" (for regulatory
purposes) of ATSF or any party to the Fund's investment advisory or sub-advisory
agreements ("Independent Directors"), at a meeting held on December 3, 2002.

At a meeting of the Board held on December 2, 2003, the Directors determined
that the best interests of Fund shareholders would be served with the services
of a different investment sub-adviser. After careful consideration, upon
recommendation of ATFA and the management of ATSF, the Directors, including a
majority of the Independent Directors, approved, subject to shareholder
approval, the selection of Transamerica Investment Management, LLC ("TIM"), to
serve as the new investment sub-adviser to the Fund.

In addition, if Fund Policyowners provide instructions to approve the proposed
sub-advisory agreement between ATFA and TIM (the "New Sub-Advisory Agreement"),
a form of which is attached as Exhibit A, it is anticipated that the Fund will
be restructured in connection with TIM's service as the Fund's sub-adviser. Such
restructuring will include, without limitation: a change of the Fund's name from
"Janus Balanced" to "Transamerica Balanced."

Approval of a change of the Fund's name does not require shareholder approval.
However, the restructuring is contingent upon the appointment of TIM as
sub-adviser to the Fund. Consequently, the Board recommends that the
shareholders of the Fund approve the New Sub-Advisory Agreement.

POLICYOWNERS RIGHT TO INSTRUCT SHAREHOLDERS

Shares of the Fund are not offered directly to the public but are sold only to
insurance companies and their separate accounts as the underlying investment
medium for owners (each a "Policyowner" or collectively "Policyowners") of
variable annuity contracts and variable life insurance policies. As such,
Western Reserve Life Assurance Co. of Ohio ("WRL"), Transamerica Occidental Life
Insurance Company ("TOLIC"), Transamerica Life Insurance Company
("Transamerica"), Peoples Benefit Life Insurance Company ("Peoples"), AUSA Life
Insurance Company ("AUSA") and Transamerica Life Insurance and Annuity Company
("Transamerica Life & Annuity"), (collectively, the "Insurance Companies") are
the only shareholders of the investment options of ATSF. {INSERT INS ) own
all of the shares of Acquired Fund with the amount of shares being owned by each
entity being 5% or more. ATSF has agreed to solicit voting instructions from the
Policyowners, upon which instructions, the respective shareholders will vote the
shares of Acquired Fund at the Special Meeting on April 27, 2004, and any
adjournment(s) thereof. ATSF will mail a copy of this Proxy Statement/Prospectus
to each Policyowner of record as of February 20, 2004. The number of shares in
Acquired Fund for which a Policyowner may give instructions is determined to
equal the number of units based on cash value for that Fund in the Policyowner's
respective policy. Fractional shares will be counted.

Based upon this "cash value" attributable to Acquired Fund as of February 20,
2004, Policyowners are entitled to an aggregate of votes with respect to
Acquired Fund as follows:

UNITS ELIGIBLE TO PROVIDE INSTRUCTIONS: ______________________________

As of February 20, 2004, the Officers and Directors of ATSF, as a group,
beneficially owned less than 1% of the outstanding shares of Acquired Fund.

PROPOSAL I
APPROVAL OF NEW
SUB-ADVISORY AGREEMENT

THE FUND'S CURRENT INVESTMENT MANAGEMENT ARRANGEMENTS

Investment Advisory Agreement. ATFA serves as the investment adviser to the Fund
pursuant to an investment advisory agreement (the "Advisory Agreement") dated as
of January 1, 1997, as amended. The Advisory Agreement was initially approved by
the Board for a term of two years and is approved annually thereafter in
accordance with the terms of the 1940 Act. The Advisory Agreement was last
approved by the Directors of the Fund, including a majority of the Independent
Directors, on September 9, 2003, and was last approved by shareholders on
______. The name, address and principal occupation of the principal executive
officer and each director of ATFA are set forth in Exhibit B.

ATFA is a Florida corporation with its principal offices located at 570 Carillon
Parkway, St. Petersburg, Florida 33716. ATFA is a wholly-owned direct subsidiary
of Western Reserve Life Assurance Co. of Ohio, which is wholly-owned by First
AUSA Life Insurance Company, a stock life insurance company, which is
wholly-owned by Transamerica Holding Company, which is wholly-owned by AEGON
USA, Inc. ("AEGON USA"), a financial services holding company. AEGON USA is a
financial services holding company whose primary emphasis is generally the sale
and servicing of life and health insurance, and annuity and investment products.
AEGON USA is a wholly-owned indirect subsidiary of AEGON, N.V., a Netherlands
corporation, which is a publicly traded international insurance group.

Pursuant to the Advisory Agreement for the Fund, ATFA is subject to the
supervision of the Directors and, in conformity with the stated policies of
ATSF, manages both the investment operations of the Fund and the composition of
the ATSF funds, including the purchase, retention and disposition of portfolio
securities. The Investment Adviser is authorized to enter into sub-advisory
agreements for investment advisory services in connection with the management of
ATSF and each fund thereof, including the Fund. The Investment Adviser will
continue to have responsibility for all investment advisory services furnished
pursuant to any such investment advisory agreement. For its services, ATFA is
compensated by the Fund at the rate of 0.90% of the first $500 million of
average daily net assets; 0.85% of assets over $500 million up to $1 billion;
and 0.80% of assets over $1 billion; . During the Fund's most recently completed
fiscal year ended December 31, 2003, ATFA received a total of $503,511.88 for
service as its investment adviser.

Upon approval of the New Sub-Advisory Agreement, the Advisory Agreement will be
amended to reduce the investment advisory fee payable to ATFA under the Advisory
Agreement, which eventually may result in a reduction of advisory fees paid by
the Fund. After the Advisory Agreement is amended, ATFA will receive 0.80% of
the first $250 million of the fund's average daily net assets; 0.775% of assets
over $250 million up to $500 million; 0.75% of assets over $500 million up to $1
billion; 0.70% of assets over $1 billion up to $1.5 billion; and 0.65% of assets
over $1.5 billion. The amount of investment management fees paid to ATFA had the
new advisory fee arrangements been in place during the Fund's most recently
completed fiscal year would have been 447,566.

Under the Advisory Agreement, ATFA reviews the performance of all sub-advisers,
and makes recommendations to the Directors with respect to the retention of
sub-advisers and renewal of sub-advisory agreements. In connection therewith,
ATFA is obligated to keep certain books and records of ATSF. ATFA also
administers the business affairs of ATSF and, in connection therewith, furnishes
ATSF with office facilities and certain ordinary clerical and bookkeeping
services. The management services of ATFA for ATSF are not exclusive under the
terms of the Advisory Agreement, and ATFA is free to, and does, render
management services to others.

In connection with its management of the business affairs of ATSF, ATFA bears:
(a) all expenses incurred by ATFA or by ATSF in connection with managing the
ordinary course of ATSF business, other than those assumed by ATSF; and (b) the
fees payable to a sub-adviser pursuant to the sub-advisory agreement between
ATFA and a sub-adviser.

The Advisory Agreement provides that ATFA will not be liable for any error of
judgment or for any loss suffered by the Fund in connection with the matters to
which the Advisory Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard of duty. The
Advisory Agreement continues in effect for a period of no more than two years
from the date of execution only so long as such continuance is specifically
approved at least annually in conformity with the Investment Company Act of 1940
("1940 Act"). The Advisory Agreement also provides that it will terminate
automatically if assigned and may be terminated without penalty by the Directors
of ATSF, by vote of a majority of the Fund's outstanding voting securities (as
defined in the 1940 Act) or by ATFA, upon 60 days' written notice to ATSF.

Apart from the reduced level of compensation payable by the Fund to ATFA under
the Advisory Agreement, the terms of the Advisory Agreement, and the services to
be provided to the Fund thereunder, will remain unchanged if the New
Sub-Advisory Agreement is approved.

THE FUND'S PROPOSED SUB-ADVISORY ARRANGEMENTS

The New Investment Sub-Adviser. TIM, with its principal place of business at
1150 South Olive Street, Suite 2700, Los Angeles 90015, is an investment adviser
registered as such with the U.S. Securities and Exchange Commission. As of
December 31, 2003, TIM had approximately $15.16 billion in assets under
management. The name, address and principal occupation of the principal
executive officer and each director of TIM are set forth in Exhibit B.

The New Sub-Advisory Agreement. The following summary of the proposed
Sub-Advisory Agreement is qualified in its entirety by reference to the copy of
the New Sub-Advisory Agreement, a form of which is attached as Exhibit A.

The terms of the New Sub-Advisory Agreements are substantially similar to those
of the Current Sub-Advisory Agreement, except for the parties to the agreement,
the effective date and the level of compensation payable by ATFA to TIM. The New
Sub-Advisory Agreement provides that, subject to ATFA's and the Board's
supervision, TIM is responsible for managing the investment operations of the
Fund and for making investment decisions and placing orders to purchase and sell
securities for the Fund, all in accordance with the investment objective and
policies of the Fund as reflected in its current prospectus and statement of
additional information and as may be adopted from time to time by the Board. In
accordance with the requirements of the 1940 Act, TIM will also provide ATFA
with all books and records relating to the transactions it executes and renders
to the Directors such periodic and special reports as the Board may reasonably
request.

The Sub-Advisory Agreement will remain in full force and effect for a period of
two years from the date of its execution, and will continue thereafter as long
as its continuance is approved at least annually by the Board or by vote of a
majority of the outstanding shares of the Fund, and a majority of the Directors
who are not parties to the New Sub-Advisory Agreement or "interested persons"
(for regulatory purposes) of any party to the New Sub-Advisory Agreement by
votes cast in person at a meeting called for that purpose. However, the New
Sub-Advisory Agreement may be terminated at any time without the payment of any
penalty, either by vote of the Board or by vote of a majority of the outstanding
voting securities of the Fund;

the Sub-Advisory Agreement will terminate immediately in the event of its
assignment (within the meaning of the 1940 Act) or upon the termination of the
Fund's management agreement with ATFA; and the New Sub-Advisory Agreement may be
terminated at any time by TIM or ATFA on 60 days' written notice to the other
party to the New Sub-Advisory Agreement. The New Sub-Advisory Agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence in the
performance of its duties, or reckless disregard of its obligations and duties
thereunder, TIM will not be liable for any act or omission in connection with
its activities as sub-adviser to the Fund.

Comparison of Fees. Under the Current Sub-Advisory Agreement, the sub-advisory
fee payable by ATFA to Janus is: 0.45% of the first $500 million of the Fund's
average daily net assets, 0.425% of the next $500 million, 0.40% of assets over
$1 billion, less 50% of the amount paid or reimbursed by the investment adviser
pursuant to the portfolio's expense limitation (for the first 24 months of the
agreement). Under the proposed Sub-Advisory Agreement between ATFA and TIM, ATFA
will pay TIM an investment management fee equal to (i) 0.35% of the Fund's
average daily net assets of the first $250 million, 0.325% of assets over $250
million up to $500 million, 0.30% of assets over $500 million up up to $1.5
billion and 0.25% of average daily net assets in excess of $1.5 billion; (ii)
less 50% of any amount reimbursed to the Fund by ATFA pursuant to its expense
limitation arrangements with the Fund.

In addition, the following waiver is in effect, which reflects a combination of
assets for Janus Global, Janus Growth and Janus Balanced:

Notwithstanding anything in the Sub-Advisory Agreements to the
contrary, Janus Capital Management, LLC hereby waives the compensation due it
under the Sub-Advisory Agreements to the extent necessary to reduce its
effective monthly sub-advisory fees for the Funds by the following percentages
based on the combined average daily net assets of the Funds.

Combined Asset Levels Percentage Fee Waiver
--------------------- ---------------------

Assets between $1.5 billion and $3.0 billion 5% Fee Reduction
Assets between $3.0 billion and $5.0 billion 7.5% Fee Reduction
Assets above $5 billion 10.0% Fee Reduction

The calculation of the effective fee will be as follows:

Total Sub-Advisory Fee
----------------------------------- = Effective Fee
Average Daily Balance

The Discount Calculation will be:

Effective Fee x $1.5 billion x 5% +
Effective Fee x $3.0 billion x 7.5%
Effective Fee x Current Average Daily Balance - $5 billion x 10%
----------------------------------------------------------------
= Total Fee Discount to be applied to Original Sub-Advisory Fee

During the Fund's most recently completed fiscal year ended December 31, 2003,
Janus received an aggregate annual total of $251,755.97 from ATFA for services
rendered to the Fund.

The aggregate amount of investment management fees paid by ATFA had the New
Sub-Advisory Agreement been in place during the Fund's most recently completed
fiscal year would have been $195,810.19.

The Fund did not pay any affiliated brokerage fees for the fiscal year ended
December 31, 2003.

NEW FUND INVESTMENT OBJECTIVES AND STRATEGIES. If the proposed Sub-Advisory
Agreement is approved, the name of the Fund will be changed to Transamerica
Balanced. In seeking the Fund's investment objective, TIM will invest
principally in a diversified portfolio of common stocks, bonds, money market
instruments and other short-term debt securities issued by companies of all
sizes. The Investment Adviser's equity and fixed income management teams work
together to build a portfolio of performance-oriented stocks combined with bonds
of good credit quality purchased at favorable prices.

The Fund uses a "bottom up" approach to investing by studying industry and
economic trends, but focussing on researching individual issuers. The Fund is
constructed one security at a time. Each issuer passes through a research
process and stands on its own merits as a viable investment in the Investment
Adviser's opinion.

Equity Investments. The Fund uses an intrinsic value discipline in selecting
securities, based on strong earnings and cash flows to foster future growth,
with the goal of producing a long-term, above-average rate of return. In
projecting free cash flows and determining earnings potential using multiple
factors such as:

- The quality of the management team;

- The company's ability to earn returns on capital in excess of
the cost of capital;

- Competitive barriers to entry; and o The financial condition
of the company.

The Fund takes a long-term approach to investing and views each investment in a
company as owning a piece of the business.

Fixed Income Investments. The Adviser's bond management team seeks out bonds
with credit strength of the quality that could warrant higher ratings, which, in
turn, could lead to higher valuations. To identify these bonds, the bond
research team performs in-depth income and credit analysis on companies issuing
bonds under consideration for the Fund. It also compiles bond price information
from many different bond markets and evaluates how these bonds can be expected
to perform with respect to recent economic developments. The team leader
analyzes this market information daily, negotiating each trade and buying bonds
at the best available prices.

TIM provides investment management and related services to other mutual fund
portfolios and individual, corporate, charitable and retirement accounts.
Exhibit C sets forth certain information regarding each registered investment
company portfolio advised or sub-advised by TIM with an investment objective
similar to that contemplated for the Fund.

EVALUATION BY THE BOARD

At an in-person meeting of the Board held on December 2, 2003, at which a
majority of the Directors were in attendance, including a majority of the
Independent Directors, the Board considered and approved the New Sub-Advisory
Agreement. In considering the approval of the proposed New Sub-Advisory
Agreement, the Directors considered whether the approval of the New Sub-Advisory
Agreement was in the best interests of the Fund and its shareholders. The
Directors, including the Independent Directors, unanimously authorized the
submission of the New Sub-Advisory Agreement to Fund shareholders for approval.

In determining whether it was appropriate to approve the New Sub-Advisory
Agreement and recommend approval by shareholders, the Directors reviewed
materials furnished by ATFA and TIM. ATFA explained to the Directors the
research, review and selection process that it employed to identify TIM as the
best potential candidate as new sub-adviser to the Fund, which included the
review of TIM's due diligence materials by ATFA. ATFA explained the reasons why
it selected TIM and why it recommended that the Directors approve TIM as the
Fund's new sub-adviser. The Board also requested information that it believed to
be reasonably necessary to reach its conclusion. The Board carefully evaluated
this information and was advised by legal counsel with respect to its
deliberations.

The Directors approved the New Sub-Advisory Agreement and recommended
shareholder approval on the basis of the following considerations, among others:
1) the proposed fees, which the Directors determined were fair and reasonable in
light of the services expected to be provided, comparable to fees paid by
similar mutual funds, and lower than sub-advisory fees currently payable under
the Current Sub-Advisory Agreement; 2) the anticipated costs of the services; 3)
the estimated profitability of TIM's relationship with ATSF; 4) the nature,
quality and extent of the sub-advisory services expected to be provided by TIM
in light of its reputation, expertise and resources, and the historical
performance of accounts advised by it; 5) TIM's representations regarding its
staffing and capabilities to manage the Fund, including the retention of
personnel with significant portfolio management experience, TIM's
entrepreneurial commitment to the management and success of the Fund, the
overall high quality of TIM's personnel, operations, financial condition,
investment management capabilities, and investment methodologies; and 6) the
terms of the New Sub-Advisory Agreement are comparable to those of the Current
Sub-Advisory Agreement.

In reaching its decision to approve the New Sub-Advisory Agreement and recommend
approval by shareholders, the Board did not identify any single factor as being
of paramount importance. Based upon its review, the Board determined that the
proposed New Sub-Advisory Agreement is in the best interests of the Fund and its
shareholders. Accordingly, after

consideration of the above factors, and such other factors and information as
they deemed relevant, the Board unanimously approved the New Sub-Advisory
Agreement and recommended its approval by Fund shareholders.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMEND THAT
POLICYOWNERS PROVIDE INSTRUCTIONS TO VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY
AGREEMENT AS PROVIDED UNDER THIS PROPOSAL. UNMARKED INSTRUCTIONS WILL BE SO
VOTED.

OTHER BUSINESS

The Directors do not know of any matters to be presented at the Special Meeting
other than those set forth in this proxy statement. If other business should
properly come before the Special Meeting, proxies will be voted in accordance
with the judgment of the persons named in the accompanying proxy.

ADDITIONAL INFORMATION

While ATFA has agreed to reduce the management fee payable to it by the Fund if
the New Sub-Advisory Agreement is approved and TIM becomes sub-adviser to the
Fund, ATFA may be deemed to have a material interest in approval of Proposal I.
If shareholders approve the proposal, ATFA will be relieved of its obligation to
pay sub-advisory fees payable to Janus (which fees are higher than the
sub-advisory payable to TIM); and TIM, an affiliate of ATFA, will receive the
sub-advisory fees instead of Janus.

ATFA, the Fund's investment adviser, and AEGON/Transamerica Fund Services, Inc.,
its administrator, are located at 570 Carillon Parkway, St. Petersburg, Florida
33716. The principal underwriter/distributor, AFSG Securities Corporation, is
located at 4333 Edgewood Road NE, Cedar Rapids, Iowa 52499-0002.

VOTING INFORMATION

SOLICITATION OF VOTING INSTRUCTIONS. Voting instructions are being solicited at
the request of the Board of Directors of ATSF. Solicitation of voting
instructions is being made primarily by the mailing of this Notice and Proxy
Statement with its enclosures on or about March 17, 2004. ATSF has retained
ALAMO Direct ("ALAMO"), a professional proxy solicitation, mailing and
tabulation firm, to assist with this solicitation. The estimated costs for the
proxy services of ALAMO are estimated to be approximately $112,744, plus
applicable postage. The costs of the Special Meeting, including the preparation
and mailing of the notice, Proxy Statement and voting instruction form, will be
borne by ATFA.

If a Policyowner wishes to participate in the Special Meeting, but does not wish
to give instructions by telephone, the Policyowner may still submit the voting
instruction form originally sent with the Proxy, attend in person, vote via the
Internet or by facsimile. Should a Policyowner require additional information
regarding the voting instruction form or require replacement of the voting
instruction form, they may contact Customer Service at the number listed in the
Policy they have purchased.

A Policyowner may revoke the accompanying voting instruction form at any time
prior to the Special Meeting by filing with ATSF a written revocation or
executed voting instruction form bearing a later date. In addition, any
Policyowner that attends the Special Meeting in person may provide instructions
at the Special Meeting, thereby canceling any instructions previously given.
However, attendance at the Special Meeting, by itself, will not revote previous
instructions.

REQUIRED VOTE. Approval of Proposal 1, the New Sub-Advisory Agreement, requires
the vote of a "majority of the outstanding voting securities" of the Fund, which
means the vote of 67% or more of the shares that are present at the Special
Meeting, if the holders of more than 50% of the outstanding shares are present
or represented by proxy, or the vote of more than 50% of the Fund's outstanding
shares, whichever is less. Accordingly, assuming the presence of a quorum,
abstentions and broker non-votes have the effect of a negative vote on the
Proposal.

SHAREHOLDER PROPOSALS. As a general matter, ATSF does not hold annual meetings
of shareholders. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their written
proposal to the secretary of ATSF, 570 Carillon Parkway, St. Petersburg, Florida
33716.

Proposals must be received a reasonable time prior to the date of a meeting of
shareholders to be considered for inclusion in the proxy materials for a
meeting. Timely submission of a proposal does not, however, necessarily mean
that the proposal will be included. Persons named as proxies for any subsequent
shareholders' meeting will vote in their discretion with respect to proposals
submitted on an untimely basis.

TO ENSURE THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING, PROMPT EXECUTION AND
RETURN OF THE ENCLOSED VOTING INSTRUCTION FORM IS REQUESTED. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.

By Order of the Board of Directors,

John K. Carter, Esq., Secretary
AEGON/Transamerica Series Fund, Inc.
St. Petersburg, Florida

Exhibit A - Sub-Advisory Agreement
Exhibit B - Directors and Principal Officer of ATFA and TIM
Exhibit C - Similar Funds

EXHIBIT A

FORM OF
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, 2004, 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. ("ATSF"), a Massachusetts business trust
which is engaged in business as an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
pursuant to an investment advisory agreement dated August 27, 2001 (the
"Advisory Agreement");

WHEREAS, ATSF is authorized to issue shares of Transamerica Balanced
(the "Fund"), 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 to the Investment
Adviser with respect to the Fund 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 Fund 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 investments of the Fund in accordance with the Fund'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
and resources of the Fund in a manner consistent with the Fund's investment
objective, policies, and restrictions. In furtherance of this duty, the
Sub-Adviser, on behalf of the Fund, is authorized, in its discretion and without
prior consultation with the Fund 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.

A-1

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 Fund may own or contemplate
acquiring from time to time;

(2) cause its officers to attend meetings 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 Fund, 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 Restatement of Declaration of Trust 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 Fund by the Investment Adviser pursuant
to Section 4(c) of the Investment 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 Fund 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 Fund.

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; 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 Fund or the public, which refer
to the Fund, 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 fifteen business days (or such
other time as may be mutually agreed) after receipt thereof.

A-2

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
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, 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 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 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 Fund 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
ATSF. 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 ATSF, (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 ATSF any records that it maintains for the Fund upon
request by ATSF; 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 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.

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

A-3

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 Fund.

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 ATSF with a copy of
such code of ethics, together with evidence of its adoption.

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 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 members of the Board who are
not parties to this Agreement or interested persons of any such party, cast in
person at a meeting of the Board called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding voting
securities. Unless sooner terminated as provided herein, this Agreement shall
continue in effect for an initial term ending February 29, 2006. Thereafter,
this Agreement shall continue in effect from year to year, with respect to the
Fund, 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 Fund; and (b) in either event, by the vote, cast in
person at a meeting of the Board called for the purpose of voting on such
approval, of a majority of the members of the Board who are not parties to this
Agreement or interested persons of any such party. The Sub-Adviser shall furnish
to ATSF, 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
address below:

If to ATSF:

AEGON/Transamerica Series Fund, Inc.
570 Carillon Parkway
St. Petersburg, FL 33716
Attn: John K. Carter
Telephone: (727) 299-1824
Fax: (727) 299-1641

A-4

If to the Investment Adviser:

AEGON/Transamerica Fund Advisers, Inc.
570 Carillon Parkway
St. Petersburg, FL 33716
Attn: John K. Carter
Telephone: (727) 299-1824
Fax: (727) 299-1641

If to the Sub-Adviser:

Transamerica Investment Management, LLC
1150 South Olive Street, Suite 2700
Los Angeles, CA 90015
Attn: Compliance
Telephone: (213) 742-4184

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 Fund, 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 Fund'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 Commonwealth 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 Commonwealth 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 ATSF to take any action contrary to its 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 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" 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

A-5

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:

- ------------------------------------ --------------------------------------

ATTEST TRANSAMERICA INVESTMENT MANAGEMENT, LLC

By: By:
--------------------------------- --------------------------------------
Name: Name:
------------------------------- ------------------------------------
Title: Title:
------------------------------ -----------------------------------

A-6

SUB-ADVISORY AGREEMENT

EXHIBIT A

TERMINATION OF
SUB-ADVISORY
FUND SUB-ADVISER COMPENSATION AGREEMENT DATE
- -------------------------------- ------------------------------------------------- ----------------

TRANSAMERICA 0.35% of the first $250 million of the Fund's April 30, 2006
BALANCED average daily net assets, 32.5% up to $500
million of average daily net assets, 0.30% up
to $1.5 billion of average daily net assets and
0.25% of average daily net assets in excess of
$1.5 billion, less 50% of any amount reimbursed
pursuant to the expense limitation

A-7

EXHIBIT B

DIRECTORS AND PRINCIPAL OFFICER OF THE INVESTMENT ADVISER

The business address of each director and principal officer is 570 Carillon
Parkway, St. Petersburg, Florida 33716.

NAME AND POSITION WITH THE PRINCIPAL OCCUPATION/POSITION
INVESTMENT ADVISER
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Brian C. Scott, Director, President Director,President & Chief Executive Officer, Transamerica IDEX Mutual Funds (TA IDEX),
and Chief Executive Officer ATSF, Transamerica Income Shares,Inc. (TIS), AEGON/Transamerica Investor Services, Inc.
(ATIS) & AEGON/Transamerica Fund Services, Inc. (ATFS); President and Director,
Transamerica Index Funds, Inc. (TIF); Manager, Transamerica Investment Management, LLC
(TIM); Chief Executive Officer, Transamerica Investors, Inc.; Director, President & Chief
Executive Officer, Endeavor Management Co. (2001-2002)

- ------------------------------------------------------------------------------------------------------------------------------------
Larry N. Norman, Director President and Chairman, Transamerica
and Chairman Life Insurance Company; Trustee of TA IDEX (2002 -2004);
Director of ATSF (2002 -2004); Director, TIS (2002 - present); Director, TIF (2002-
present); Manager, TIM (March 2001 - present)

- ------------------------------------------------------------------------------------------------------------------------------------
John K. Carter, Director, General Counsel, Sr. Vice President & Secretary, TA IDEX, ATSF & TIS;
Sr. Vice President and Secretary Vice President & Secretary, TIF; Vice President & Senior Counsel, Western Reserve Life
Assurance Co. of Ohio (WRL); Director, General Counsel, Sr. Vice President & Secretary, ATIS
& ATFS; Vice President, AFSG; Vice President, Secretary & Anti-Money Laundering Officer,
Transamerica Investors, Inc. (TII); Vice President & Counsel (March 1997-May, 1999), Salomon
Smith Barney

- ------------------------------------------------------------------------------------------------------------------------------------
Kim D. Day, Sr. Vice President Vice President, Treasurer & Principal Financial Officer, TA IDEX, ATSF & TIS; Vice President
and Treasurer & Treasurer ATFS, ATFA & ATIS and TII; Asst. Vice President, WRL
- ------------------------------------------------------------------------------------------------------------------------------------
Mr. Scott also serves as a Director of the Fund.

Each officer and director as set forth above, except Mr. Carter, serve as a
Trustee of the Fund; Mr. Carter serves as an officer of the Fund.

B-1

MANAGERS AND PRINCIPAL OFFICER OF TIM

The business address of each of the following persons is 1150 S. Olive Street,
Suite 2700, Los Angeles, California 90015.

NAME POSITIONS/OFFICES HELD WITH SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
John C. Riazzi Board of Managers, Chief Executive Officer, and Managing
Director
- ----------------------------------------------------------------------------------------------------------------------------------
Gary U. Rolle Board of Managers, Chief Investment Officer, and President

- ----------------------------------------------------------------------------------------------------------------------------------
Jeffrey S. Van Harte Board of Managers, Senior Vice President and Head of Equities

- ----------------------------------------------------------------------------------------------------------------------------------

No officer or Director of ATSF is an officer, employee, director or shareholder
of TIM, except Mr. Scott, who is a Manager of TIM. No officer or Director of
ATSF owns securities or has any other material direct or indirect interest in
TIM.

B-2

EXHIBIT C

The following table sets forth certain information regarding registered
investment companies with similar investment objectives to those contemplated
for the Fund that are advised or sub-advised by TIM.

NAME OF FUND WITH SIMILAR INVESTMENT NET ASSETS AS OF
OBJECTIVE DECEMBER 31, 2003 ANNUAL MANAGEMENT FEE RATE
- ----------------------------------------------------------------------------------------------------------------------

Transamerica Premier Balanced Fund $199.22 million 0.75%
- --------------------------------------------- --------------------------------- --------------------------------------

- --------------------------------------------- --------------------------------- --------------------------------------

C-1

[Preliminary Proxy - For SEC Use Only]
Janus Balanced
VOTING INSTRUCTION FORM FOR A SPECIAL MEETING OF SHAREHOLDERS ON APRIL 27, 2004
YOUR INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby instructs {Name of Insurance Company}, with full power
of substitution, to vote as designated below, all shares of the above-
referenced Fund that the undersigned is entitled to provide instructions for
at the Special Meeting of Shareholders of the Fund to be held at the office of
AEGON/Transamerica Series Fund, Inc. ("ATSF") at 570 Carillon Parkway, St.
Petersburg, Florida 33716 on April 27, 2004 at ___ a.m. local time and at any
adjournment thereof.

These proposals will be voted as instructed. If no specification is made, then
the instruction form will be voted "FOR" the proposal.

Please vote, date and sign this instruction form and return it promptly in the
enclosed envelope.

Please indicate your vote by an "x" in the appropriate box below.

Voting Instructions

ATSF encourages all Policyowners to provide their instructions. We now provide
the following convenient methods to do so:

1. VOTING INSTRUCTION FORM: Complete, sign, date and return the voting
instruction form attached below in the enclosed postage-paid envelope; or
instead vote by:

2. TELEPHONE;

3. INTERNET; or

4. FACSIMILE

by following the enclosed instructions. If you choose to vote by telephone, via
the Internet or by facsimile, do not return your voting instruction form unless
you later decide to change your instructions. Please indicate your instructions
by an "x" in the appropriate box below.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL.
1. 1. To approve new investment sub-advisory agreements between AEGON/
Transamerica Fund Advisers, Inc., and Transamerica Investment Management, LLC
on behalf of the Fund.

FOR [] AGAINST [] ABSTAIN []

_____________________________ _____________________________
Signature Date

_____________________________ _____________________________
Signature (if held jointly) Date

This form must be signed exactly as your name(s) appears hereon. If as an
attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add titles as such. Joint owners must each
sign.