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. (DREYFUS SMALL CAP VALUE)
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(Name of Registrant as Specified in Its Charter)
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(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
DREYFUS SMALL CAP VALUE
A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-800-851-9777
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 27, 2004
Notice is hereby given that AEGON/Transamerica Series Fund, Inc. ("ATSF") will
hold a special meeting of shareholders of Dreyfus Small Cap Value (the "Fund")
on April 27, 2004, at the offices of ATSF, 570 Carillon Parkway, St. Petersburg,
Florida, 33716-1294, at 9:00 a.m., Local 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.
Policyowners of record at the close of business on February 20, 2004 are
entitled to notice of, and to provide voting instructions at, the Special
Meeting. Your attention is called to the accompanying Proxy Statement. You are
cordially invited to attend the Special Meeting. Policyowners who do not expect
to attend the Special Meeting in person are requested to complete, date and sign
the enclosed voting instruction form and return it promptly in the envelope
provided for that purpose. Your voting instruction form also provides
instructions for providing instructions via telephone, facsimile or the
Internet, so you may choose to take advantage of these options. Your
instructions may be revoked at any time by executing and submitting a revised
voting instruction form, by giving written notice of revocation to ATSF, or by
providing such instructions in person at the Special Meeting.
By Order of the Board,
John K. Carter, Esq.
Secretary
March __, 2004
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 THE VOTING INSTRUCTION FORM BE RETURNED PROMPTLY.
FOR YOUR CONVENIENCE, YOU MAY ALSO VOTE BY TELEPHONE OR VIA THE INTERNET BY
FOLLOWING THE ENCLOSED INSTRUCTIONS. IF YOU VOTE BY TELEPHONE OR VIA THE
INTERNET, PLEASE DO NOT RETURN YOUR VOTING INSTRUCTION FORM UNLESS YOU ELECT TO
CHANGE YOUR INSTRUCTIONS.
DREYFUS SMALL CAP VALUE
A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-800-851-9777
PROXY STATEMENT
DATED MARCH __, 2004
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2004
This proxy statement and enclosed voting instruction form are being furnished in
connection with the solicitation of voting instructions 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 Dreyfus Small Cap Value
(the "Fund"), on April 27, 2004, at the offices of ATSF, 570 Carillon Parkway,
St. Petersburg, Florida, 33716-1294, at 9:00 a.m., local time, as adjourned from
time to time (the "Special Meeting"). The Board is soliciting voting
instructions from owners of variable annuity contract and variable life policies
that are invested in the Fund with respect to the proposals set forth in the
accompanying notice. It is anticipated that voting instruction forms and proxy
statements will first be mailed to Policyowners on or about March 16, 2004.
Shares of the series of ATSF 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 contracts and variable life insurance policies
(collectively, the "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"), Transamerica Financial Life Insurance Company,
Inc. ("TFLIC") (formerly, AUSA Life Insurance Company, Inc.), and Transamerica
Life Insurance and Annuity Company ("Transamerica Life & Annuity") (each an
"Insurance Company"; collectively, the "Insurance Companies") are the only
shareholders of the investment options of ATSF. Transamerica owns all of the
shares of the Fund. ATSF has agreed to solicit voting instructions from the
Policyowners, upon which instructions the respective Insurance Company will vote
the share of the Fund in the same proportion as determined by Policyowners.
Interests in the Policies for which no timely instructions are received will be
voted in the same proportion as the instructions that are received from other
Policyowners. TOLIC will also vote any shares in separate accounts that they
own, and which are not attributable to Policies, in the same proportion as
determined by the Policyowners.
POLICYOWNER REPORTS
Policyowners can find important information about the Fund in 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
the Customer Service number located in the prospectus for your policy or
contract. 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. The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, New
York, NY 10166, has served as such pursuant to an investment sub-advisory
agreement between ATFA and Dreyfus dated May 4, 1993, as amended (the Fund was
previously a series offered through Endeavor Series Trust, which merged into
ATSF on May 1, 2002) ("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 Policyowners 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
investment objective from: "seeks capital growth" to "seeks to maximize total
return"; changes to the Fund's investment policies; and a name change of the
Fund from "Dreyfus Small Cap Value" to "Transamerica Small/Mid Cap Value."
Approval of a change of the Fund's investment objective and 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 Policyowners provide instruction to approve the New
Sub-Advisory Agreement.
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
April 26, 2002. 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 series 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 0.80% of the Fund's average daily net
assets. During the Fund's most recently completed fiscal year ended December 31,
2003, ATFA received a total of $ 2,181,357.29 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 $500 million of the fund's average daily net assets; and 0.75% of
assets over $500 million 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 $ 2,181,357.29.
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
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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 Agreement is 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 Dreyfus is: 0.375% of average daily net assets. Under the
proposed Sub-Advisory Agreement between ATFA and TIM, ATFA will pay TIM a
sub-advisory fee equal to 0.375% of the first $500 million of average daily net
assets; and 0.325% of average daily net assets over
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$500 million, less 50% of any amount reimbursed to the Fund by ATFA pursuant to
its expense limitation arrangements with the Fund.
During the Fund's most recently completed fiscal year ended December 31, 2003,
Dreyfus received an aggregate annual total of $1,022,511.30 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 $800,064.31.
The Fund did not paid any affiliated brokerage fees for the fiscal year ended
December 31, 2003.
The fund's sub-adviser, Transamerica Investment Management, LLC (TIM), seeks to
achieve this objective by investing principally in domestic equities and money
market instruments.
The fund generally will invest in small and mid cap equities with valuation
characteristics including low price/earnings, price/book, and price/cash flow
ratios. These measures are evaluated based upon a proprietary analysis of
normalized levels of profitability. TIM's security selection process favors
companies with above-average normalized net margins, returns on equity, returns
on assets, free cash flow generation and revenue and earnings growth rates.
Trends in balance sheet items including inventories, account receivables, and
payables are scrutinized as well. This quantitative blueprint is overlaid with
an analysis of the company's products/services, market position, industry
condition, financial and accounting policies and quality of management.
Securities that possess the greatest combination of the aforementioned
attributes are then prioritized as candidates for purchase.
Although the Fund will invest primarily in publicly traded U.S. securities, it
will be able to invest up to 10% of its total assets in foreign securities,
including securities of issuers in emerging countries and securities quoted in
foreign currencies.
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
4
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, and 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 RECOMMENDS THAT
POLICYOWNERS PROVIDE INSTRUCTIONS TO VOTE "FOR" APPROVAL OF THE NEW SUB-ADVISORY
AGREEMENT AS PROVIDED UNDER THIS PROPOSAL. UNMARKED VOTING INSTRUCTION FORMS
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 the proposal is approved, ATFA will be relieved of its obligation to pay
sub-advisory fees payable to Dreyfus (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 Dreyfus.
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 16, 2004. The Funds have
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 $14,739, plus
applicable postage.
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
5
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 its use 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 revoke previous instructions.
REQUIRED VOTE. To become effective, Proposal No. 1 must be approved by a "vote
of the majority of the outstanding voting securities" of Acquired Fund, as
defined in the 1940 Act. The "vote of a majority of the outstanding voting
securities" means the lesser of the vote of (i) 67% or more of the shares of the
Fund entitled to vote there at the Special Meeting if the holders of more than
50% of such outstanding shares are present in person or represented by proxy; or
(ii) more than 50% of such outstanding shares of the Fund entitled to vote
thereon.
The Fund must have a quorum to conduct its business at the Special Meeting. The
holders of a majority of outstanding shares present in person or by proxy shall
constitute a quorum. In the absence of a quorum, a majority of outstanding
shares entitled to vote, present in person or by proxy, may adjourn the meeting
from time to time until a quorum is present.
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 PROXY 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 - Proposed Sub-Advisory Agreement
Exhibit B - Directors and Principal Officer of ATFA and TIM
Exhibit C - Similar Funds
Exhibit D - Principal Owners
6
EXHIBIT A
FORM OF
PROPOSED 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 ATSF
Mutual Funds ("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 Small/Mid
Cap Value (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 of two years. 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
SCHEDULE A
FUND SUB-ADVISER COMPENSATION TERMINATION DATE
---- ------------------------ ----------------
TRANSAMERICA 0.375% of the first $500 million of the April 30, 2006
SMALL/MID CAP VALUE Fund's average daily net assets and 0.325%
of assets over $500 million, less 50% of
any amount reimbursed to the Fund by the
Investment Adviser 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.
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 and President and Chairman, Transamerica Life Insurance Company; Trustee of TA IDEX
Chairman (2002 - 2004); Director of ATSF(2002 - 2004); Director, TIS (2002 - present);
Director, TIF (2002 - present); Manager, TIM (March 2001 - present)
John K. Carter, Director, Sr. Vice General Counsel, Sr. Vice President & Secretary, TA IDEX, ATSF & TIS; Vice President &
President and Secretary 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 and Vice President, Treasurer & Principal Financial Officer, TA IDEX, ATSF & TIS; Vice
Treasurer President & Treasurer ATFS, ATFA & ATIS and TII; Asst. Vice President, WRL
Mr. Scott also serves as a Director of the Fund.
B-1
DIRECTORS 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
- ------------------------------------ ----------------- --------------------------
TA IDEX Transamerica N/A (Inception for 0.80% of the first $500 million
Small/Mid Cap Value this fund was 3/1/04) of average daily net assets; 0.75%
of average daily net assets over
$500 million
C-1
EXHIBIT D
Fund share ownership of ATSF's Directors and officers, as well as parties who
owned of record or beneficially 5% or more of the outstanding shares of the
Fund, as of the Record Date, are listed below:
HOLDER OF SECURITIES AND ADDRESS* SHARES OWNED % OWNED
- --------------------------------- ------------ -------
* The percentage of Fund shares owned by the Directors and officers of the Fund,
as a group, does not exceed one percent of the amount of Fund shares
outstanding.
D-1
[Preliminary Proxy - For SEC Use Only]
Dreyfus Small Cap Value
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 9:00 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.