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 Global)
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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
JANUS GLOBAL
A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-800-851-9777
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 27, 2004
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Notice is hereby given that AEGON/Transamerica Series Fund, Inc. ("ATSF") will
hold a special meeting of shareholders of Janus Global (the "Fund") on April 27,
2004, at ATSF's offices, 570 Carillon Parkway, St. Petersburg, Florida,
33716-1294, at 12:00 p.m. local time, as adjourned from time to time (the
"Special Meeting") for the purposes listed below:
1. To approve new sub-advisory agreements between
AEGON/Transamerica Fund Advisers, Inc., and Great Companies,
L.L.C. and Templeton Investment Counsel, 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 agreements 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 VOTING INSTRUCTION FORM 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 GLOBAL
A SERIES OF
AEGON/TRANSAMERICA SERIES FUND, INC.
570 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA, 33716-1294
1-888-851-9777
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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 voting instruction forms 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 Janus Global (the
"Fund"), on April 27, 2004, at ATSF's offices, 570 Carillon Parkway, St.
Petersburg, Florida, 33716-1294, at 12:00 p.m., eastern time, as adjourned from
time to time (the "Special Meeting"). The Board is soliciting voting instruction
form 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.
POLICYOWNERS 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, 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 Great Companies, L.L.C. ("Great Companies") and
Templeton Investment Counsel, LLC ("Templeton") to serve as co-sub-advisers to
the Fund.
In addition, if Fund Policyowners provide instructions to approve the proposed
sub-advisory agreements between ATFA, Templeton and Great Companies (the "New
Sub-Advisory Agreements"), forms of which are attached as Exhibits A and B, it
is anticipated that the Fund will be restructured in connection with Templeton
and Great Companies' service as the Fund's sub-advisers. Such restructuring will
include, without limitation: a change of the Fund's name from "Janus Global" to
"Templeton Great Companies Global."
Approval of a change of the Fund's name does not require shareholder approval.
However, the restructuring is contingent upon the appointment of Templeton and
Great Companies as sub-advisers to the Fund. Consequently, the Board recommends
that you provide instructions to approve the New Sub-Advisory Agreements.
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"),
Transamerica Financial Life Insurance Company ("TFLIC") and Transamerica Life
Insurance and Annuity Company ("Transamerica Life & Annuity"), (collectively,
the "Insurance Companies") are the only shareholders of the investment options
of ATSF. The Insurance Companies 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 AGREEMENTS
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
(DATE). 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 directly owned by Western
Reserve Life Assurance Co. of Ohio (78%) and AUSA Holding Company (22%)
("AUSA"), both of which are indirect wholly-owned subsidiaries of AEGON N.V.
AUSA is wholly-owned by Transamerica Holding Company, which is wholly-owned by
AEGON USA, Inc. ("AEGON USA"), a financial services holding company. whose
primary emphasis is 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 0.80% 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 $4,886,501.43 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 0.75% of
the first $500 million of the fund's average daily net assets; 0.725% of assets
over $500 million up to $1.5 billion; and 0.70% 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 $4,553,391.89
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.
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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 Agreements are approved.
THE FUND'S PROPOSED SUB-ADVISORY ARRANGEMENTS
THE NEW INVESTMENT SUB-ADVISERS. Templeton, with its principal office located at
500 E. Broward Blvd., Suite 2100, Fort Lauderdale, Florida 33394, and Great
Companies, with its principal place of business at 635 Court Street, Suite 100,
Clearwater, Florida 33756, are investment advisers registered as such with the
U.S. Securities and Exchange Commission. The name, address and principal
occupation of the principal executive officers and each director of Templeton
and Great Companies are set forth in Exhibit B.
THE NEW SUB-ADVISORY AGREEMENTS. The following summary of each of the proposed
Sub-Advisory Agreements is qualified in its entirety by reference to the copy of
the New Sub-Advisory Agreements, forms of which is attached as Exhibits A and B.
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 Templeton
and Great Companies. The New Sub-Advisory Agreements provide that, subject to
ATFA's and the Board's supervision, Templeton and Great Companies are
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, Templeton and Great Companies 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.
Each 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; each 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 each
New Sub-Advisory Agreement may be terminated at any time by Templeton and Great
Companies or ATFA on 60 days' written notice to the other party to each New
Sub-Advisory Agreement. Each 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,
Templeton and Great Companies 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: 50% of the fees received by the investment
adviser for services rendered under the advisory agreement. Under each proposed
Sub-Advisory Agreement between ATFA, and Templeton and Great Companies, the
sub-advisory fee is 0.31% of the first $500 million of the fund's average daily
net assets; 0.725% of assets over $500 million up to $1.5 billion; and 0.28% of
assets over $1.5 billion. Of that sub-advisory fee, Great Companies and
Templeton are compensated for the respective portion of assets that it manages;
Templeton receive 0.40% for the first $500 million of assets, while Great
companies receives 0.40% for the difference between the amount of assets managed
by Templeton up to $500 million; with each sub-adviser receiving 0.375% of
assets over $500 million up to $1.5 billion; and 0.35% over $1.5 billion of the
portion of assets that it manages.
In addition, the following fee waiver is currently in place:
Not withstanding anything in the Sub-Advisory Agreement to the
contrary, Janus hereby waives the compensation due it under the Sub-Advisory
Agreements ("Waivers") to the extent necessary to reduce its effective monthly
sub-advisory fees for the Janus Growth and Janus Global portfolios by the
following percentages based on the combined average daily net assets of the
Portfolios.
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Combined Asset Levels Percentage Fee Waiver
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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
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The Discount Calculation is:
Effective Fee x $1.5 billion x 5% +
Effective Fee x $3 billion x 7.5%
Effective Fee x Current Average Daily Balance - $5 billion x 10%
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= 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 $2,439,755.14 from ATFA for services
rendered to the Fund.
The aggregate amount of sub-advisory fees paid by ATFA had the New Sub-Advisory
Agreements been in place during the Fund's most recently completed fiscal year
would have been $1,854,734.86.
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
Agreements are approved, the name of the Fund will be changed to Templeton Great
Companies Global, and the following objective and investment strategies will be
those of the Fund:
OBJECTIVE: The Fund's objective is to seek long-term growth of capital.
The Fund's assets are split and allocated to two sub-advisers, Great Companies
and Templeton. Great Companies manages a portion of the Fund's assets composed
of domestic securities (called the "domestic portfolio"), and Templeton manages
a portion of the Fund's assets composed of non-U.S. securities (called the
"international portfolio"). The percentage of assets allocated to each manager
generally is based on the weighting of securities from U.S. and foreign issuers
comprising the Morgan Stanley Capital International World Index ("MSCIW Index"),
a market capitalization-weighted benchmark index made up of equities from 23
countries, including the U.S. Each of the domestic and international percentages
of the Fund are adjusted periodically to account for changes that may be made in
the composition of the MSCIW Index.
DOMESTIC PORTFOLIO
Great Companies, managing the Fund's domestic securities, seeks to achieve the
Fund's objective by investing in common stocks of U.S. based companies that meet
the Great Companies' screens for either being or becoming a "great company."
Generally, to be considered a "great company" by the sub-adviser, an initial
determination is made to see if a company meets the following criteria: be
publicly traded; be a global business; be engaged in what Great Companies
considers to be a "terrific business"; have "protective barrier(s)" such as
superior brand franchises; consider employees to be a company's most valuable
asset; have, in Great Companies' opinion, "world class management"; and be an
innovation-driven company that, in Great Companies' opinion, can convert changes
into opportunities. Companies included in the portfolio may also pass several
additional screens Great Companies considers to be paramount in its decision for
inclusion to the Fund's domestic portfolio.
Companies identified by Great Companies for inclusion in the Fund's domestic
portion of the portfolio may fall outside of the initial screening process. The
final selection process and the addition of such companies to the Fund's
domestic portion of the portfolio are at the sole discretion of Great Companies
irrespective of the stock screening process or methods used.
The allocation of the weightings among securities held in the domestic portion
of the Fund will be driven by two factors: intrinsic value momentum and market
price of the domestic stocks in the portfolio relative to their intrinsic
values. Intrinsic value is the discounted value of the estimated amount of cash
that can be taken out of a business during its remaining life. It is an estimate
rather than a precise figure, and changes when interest rates move or when
forecasts of future cash flows are revised.
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INTERNATIONAL PORTFOLIO
Templeton, when managing the Fund's international securities, seeks to achieve
the Fund's objective by investing in foreign securities. Templeton normally will
invest primarily in equity securities. An equity security, or stock, represents
a proportionate share of the ownership of a company. Its value is based on the
success of the company's business, any income paid to stockholders, the value of
the company's assets and general market conditions. Common stocks, preferred
stocks and convertible securities are examples of equity securities. Convertible
securities generally are debt securities or preferred stock that may be
converted into common stock after certain time periods or under certain
circumstances.
For purposes of the Fund's investments, "foreign securities" means those
securities issued by companies that:
- have its principal securities trading markets outside the
U.S.; or
- derive a significant share of their total revenue from either
goods or services produced or sales made in markets outside
the U.S.; or
- have a significant portion of their assets outside the U.S.;
or
- are linked to non-U.S. dollar currencies; or
- are organized under the laws of, or with principal offices in,
another country
The Fund's definition of "foreign securities" may differ from the definition of
the same or similar term as used in other mutual Fund prospectuses. As a result,
the Fund may hold foreign securities that other Funds may classify differently.
The Fund may invest a portion of its assets in smaller companies. The Fund
considers smaller company stocks to be generally those with market
capitalizations of less than $2 billion. Templeton may also invest in American
Depository Receipts (ADRs), Global Depository Receipts (GDRs) and European
Depository Receipts (EDRs), which are certificates issued typically by a bank or
trust company that give their holders the right to receive securities issued by
a foreign or domestic company. Templeton, from time to time, may have
significant investments in one or more countries or in particular sectors such
as technology (including computer hardware and software, electronics, and
telecommunications) and financial institutions.
Depending upon current market conditions, Templeton generally invests a portion
of its total assets in debt securities of companies and governments located
anywhere in the world. Templeton may use various derivative strategies seeking
to protect its assets, implement a cash or tax management strategy or enhance
its returns. With derivatives, the manager attempts to predict whether an
underlying investment will increase or decrease in value at some future time.
The manager considers various factors, such as availability and cost, in
deciding whether to use a particular instrument or strategy.
When choosing equity investments, Templeton applies a "bottom-up,"
value-oriented, long-term approach, focusing on the market price of a company's
securities relative to the manager's evaluation of the company's long-term
earnings, asset value and cash flow potential. The manager also considers and
analyzes various measures relevant to stock valuation, such as a company's
price/cash flow ratio, price/earnings ratio, profit margins and liquidation
value.
TEMPORARY DEFENSIVE POSITION
The Fund may also take a temporary defensive position when the securities
trading markets or the economy are experiencing excessive volatility or a
prolonged general decline, or when other adverse conditions exist (which is
inconsistent with the Fund's principal investment strategies). Under these
circumstances, the Fund may be unable to achieve its investment objective.
Templeton and Great Companies provide 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 advised or sub-advised by Templeton and Great
Companies 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
Agreements. In considering the approval of the proposed New Sub-Advisory
Agreements, the Directors considered whether the approval of the New
Sub-Advisory Agreements were in the best interests of the Fund and its
Policyowners. The Directors, including the Independent Directors, unanimously
authorized the submission of the New Sub-Advisory Agreements to Fund
Policyowners for approval.
In determining whether it was appropriate to approve the New Sub-Advisory
Agreements and recommend approval by shareholders, the Directors reviewed
materials furnished by ATFA, and Templeton and Great Companies. ATFA explained
to the Directors the research, review and selection process that it employed to
identify Templeton and Great Companies as the best potential candidates as new
co-sub-advisers to the Fund, which included the review of Templeton's and Great
Companies' due diligence materials by ATFA. ATFA
5
explained the reasons why it selected Templeton and Great Companies and why it
recommended that the Directors approve Templeton and Great Companies as the
Fund's new co-sub-advisers. 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 Agreements 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 Templeton and Great Companies' relationships with
ATSF; 4) the nature, quality and extent of the sub-advisory services expected to
be provided by Templeton and Great Companies in light of their reputation,
expertise and resources, and the historical performance of accounts advised by
it; 5) Templeton and Great Companies' representations regarding its staffing and
capabilities to manage the Fund, including the retention of personnel with
significant portfolio management experience, Templeton and Great Companies'
entrepreneurial commitment to the management and success of the Fund, the
overall high quality of Templeton and Great Companies' personnel, operations,
financial condition, investment management capabilities, and investment
methodologies; and 6) the terms of each New Sub-Advisory Agreement are
comparable to those of the Current Sub-Advisory Agreement.
In reaching its decision to approve the New Sub-Advisory Agreements 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 Agreements are 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 Agreements 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
AGREEMENTS 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 Agreements are approved and Templeton and Great Companies
become co-sub-advisers 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 fees payable to Templeton and Great
Companies); and Great Companies, an affiliate of ATFA, will receive a portion of
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 costs for the proxy
services of ALAMO are estimated to be approximately $112,744.00, 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
6
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 Agreements, 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 the Fund, 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 with Templeton Investment Counseling LLC
Exhibit B - Sub-Advisory Agreement with Great Companies LLC
Exhibit C - Directors and Principal Officer of ATFA, Templeton and Great
Companies
Exhibit D - Similar Funds
7
EXHIBIT A
FORM OF
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
TEMPLETON INVESTMENT COUNSEL, 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 Templeton
Investment Counsel, LLC ("Sub-Adviser"), a Delaware limited liability company.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of the 1st day of January, 1997, as amended ("Advisory
Agreement") with AEGON/Transamerica Series Fund, Inc. ("ATSF"), a Maryland
corporation which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), and
WHEREAS, ATSF is authorized to issue shares of Templeton Great
Companies Global (the "Portfolio"), a separate series of ATSF;
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to furnish certain investment advisory services (in connection with
non-U.S. securities) to the Investment Adviser with respect to the Portfolio and
the Sub-Adviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. APPOINTMENT.
Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the
supervision of the ATSF Board of Directors ("Board") and the Investment Adviser,
the Sub-Adviser shall act as the investment sub-adviser and shall supervise and
direct the non U.S. investments of the Portfolio in accordance with the
Portfolio's investment objective, policies, and restrictions as provided in the
ATSF Prospectus and Statement of Additional Information, as currently in effect
and as amended or supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as directed by the appropriate
officers of the Investment Adviser or ATSF by notice in writing to the
Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information relating
to the economy, industries, businesses, securities markets, and securities as it
may deem necessary or useful in the discharge of its obligations hereunder
8
and shall formulate and implement a continuing program for the management of the
assets of the Portfolio in a manner consistent with the Portfolio's investment
objective, policies, and restrictions. In furtherance of this duty, the
Sub-Adviser, on behalf of the Portfolio, is authorized, in its discretion and
without prior consultation with the Portfolio or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise
trade in any stocks, bonds and other securities or
assets; and
(2) place orders and negotiate the commissions (if any)
for the execution of transactions in securities or
other assets with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may
select.
B. Additional Duties of Sub-Adviser. In
addition to the above, Sub-Adviser shall:
(1) furnish continuous investment information, advice and
recommendations to ATSF as to the acquisition, holding or
disposition of any or all of the securities or other assets
which the Portfolio may own or contemplate acquiring from time
to time;
(2) cause its officers to attend meetings, either in
person or via teleconference, of ATSF and furnish oral or
written reports, as ATSF may reasonably require, in order to
keep ATSF and its officers and Board fully informed as to the
condition of the investment securities of the Portfolio, the
investment recommendations of the Sub-Adviser, and the
investment considerations which have given rise to those
recommendations; and
(3) furnish such statistical and analytical information
and reports as may reasonably be required by ATSF from time to
time.
C. Further Duties of Sub-Adviser. In all matters
relating to the performance of this Agreement, the Sub-Adviser shall act in
conformity with the ATSF Articles of Incorporation and By-Laws, as each may be
amended or supplemented, and currently effective Registration Statement (as
defined below) and with the written instructions and directions of the Board and
the Investment Adviser, and shall comply with the requirements of the 1940 Act,
the Advisers Act, the rules thereunder, and all other applicable federal and
state laws and regulations.
D. Custody. Sub-Adviser shall have no responsibility
with respect to maintaining custody of the Portfolio's assets. Sub-Adviser shall
affirm security transactions with central depositories and advise the custodian
of the Portfolio ("Custodian") or such depositories or agents as may be
designated by Custodian and Investment Adviser promptly of each purchase and
sale of a portfolio security, specifying the name of the issuer, the description
and amount or number of shares of the security purchased, the market price, the
commission and gross or net price, the trade date and settlement date and the
identity of the effecting broker or dealer. Sub-Adviser shall from time to time
provide Custodian and Investment Adviser with evidence of authority of its
personnel who are authorized to give instructions to Custodian. The Portfolio
shall instruct the Custodian to provide the Sub-Adviser with such information as
the Sub-Adviser may reasonably request relating to daily cash levels held by the
Portfolio.
E. Proxy Voting. Unless Investment Adviser advises
Sub-Adviser in writing that the right to vote proxies has been expressly
reserved to Investment Adviser or the Portfolio or otherwise delegated to
another party, Sub-Adviser shall exercise voting rights incident to such
securities under Sub-Adviser's supervision held in the Portfolio without
consultation with Investment Adviser or Portfolio, provided that Sub-Adviser
will follow any written instructions received from Investment Adviser or
Portfolio with respect to voting as to particular issues. Sub-Adviser shall
further respond to all corporate
9
action matters incident to such securities held in the Portfolio including,
without limitation, proofs of claim in bankruptcy and class action cases and
shelf registrations. Should Sub-Adviser undertake litigation against an issuer
on behalf of accounts which it manages that are shareholders of such issuer,
Portfolio agrees, that in the event the Portfolio is also a shareholder of such
issuer, to pay its proportionate share of any applicable legal fees associated
with the action or to forfeit any claim to any assets Sub-Adviser may recover
and, in such case, agrees to hold Sub-Adviser harmless for excluding the
Portfolio from such action. In the case of class action suits involving issuers
held by the Portfolio, Sub-Adviser may include information about the Portfolio
for purposes of participating in any settlements.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this
Agreement, the Sub-Adviser shall receive monthly an investment management fee as
specified in Schedule A of this Agreement. If this Agreement becomes effective
or terminates before the end of any month, the investment management fee for the
period from the effective date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be pro-rated
according to the pro-ration which such period bears to the full month in which
such effectiveness or termination occurs.
4. EXPENSES.
During the term of this Agreement, Sub-Adviser will bear all expenses
incurred by it in the performance of its duties hereunder, other than those
expenses specifically borne by the Portfolio or assumed by the Investment
Adviser pursuant to the Advisory Agreement. The Portfolio and the Investment
Adviser shall bear their own expenses, including but not limited to those
expenses allocated to the Portfolio or the Investment Adviser in the Advisory
Agreement, all proxy voting expenses and brokers' and underwriting commissions
chargeable to the Portfolio in connection with the securities transactions to
which the Portfolio is a party.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement. Notwithstanding the Advisory Agreement, the
Sub-Adviser has the authority to buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds and other securities or assets on behalf of
the Portfolio.
B. The Investment Adviser has furnished the Sub-Adviser
with copies of each of the following documents and will furnish to the
Sub-Adviser at its principal office all future amendments and supplements to
such documents, if any, as soon as practicable after such documents become
available:
(1) The ATSF Articles of Incorporation, as filed with the
State of Maryland, as in effect on the date hereof and as
amended from time to time ("Articles");
(2) The By-Laws of ATSF as in effect on the date hereof and as
amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of ATSF authorizing the
appointment of the Investment Adviser and the Sub-Adviser and
approving the form of the Advisory Agreement and this
Agreement;
10
(4) The ATSF Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A, as filed
with the Securities and Exchange Commission ("SEC") relating
to the Portfolio and its shares and all amendments thereto
("Registration Statement");
(5) The ATSF Prospectus (as defined above); and
(6) A certified copy of any publicly available financial
statement or report prepared for ATSF by certified or
independent public accountants, and copies of any financial
statements or reports made by the Portfolio to its
shareholders or to any governmental body or securities
exchange.
The Investment Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement.
Notwithstanding the above, the Sub-Adviser shall not be responsible for
performing in accordance with any of the above-mentioned documents and notices
unless Sub-Adviser has received such document or notice.
C. The Sub-Adviser hereby gives the Portfolio, for the
term of this Agreement, a royalty free, nonexclusive, nontransferable right to
use the name "Templeton" (hereinafter referred to as the "Mark") in the United
States as part of the name of the Portfolio, provided such name is approved by
Sub-Adviser in writing. Such right does not include the right to allow third
parties to use the Mark except as specifically provided in this Agreement.
Neither the Portfolio nor the Investment Adviser shall retain any right to use
of the Mark after the termination of this Agreement. Upon termination of this
Agreement, the Portfolio will immediately terminate all use of the Mark and
destroy any remaining unused sales documentation, promotional, marketing,
advertising or other written printed or electronic material or performance
information that contains the Mark. The Portfolio agrees to use its best efforts
to ensure that the nature and quality of the services rendered in connection
with the Mark shall conform to the terms of this Agreement and any amendments
thereto.
D. During the term of this Agreement, the Investment
Adviser shall furnish to the Sub-Adviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales documentation,
promotional, marketing, advertising and other written, printed or electronic
material or performance information or data prepared for distribution to
shareholders of the Portfolio or the public, which include the Mark or refer to
the Portfolio, the Sub-Adviser or investment companies or other advisory
accounts advised or sponsored by the Sub-Adviser in any way, prior to the use
thereof. Investment Adviser shall not use any such materials which include the
Mark without the Sub-Adviser's prior written approval; and Investment Adviser
shall not use any such materials which do not include the Mark if the
Sub-Adviser reasonably objects in writing within fifteen (15) business days (or
such other time as may be mutually agreed upon) after Sub-Adviser's receipt
thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with
broker-dealers for the purchase or sale of portfolio securities, it shall
attempt to obtain quality execution at favorable security prices (best price and
execution); provided that, on behalf of the Portfolio, the Sub-Adviser may, in
its discretion, agree to pay a broker-dealer that furnishes brokerage or
research services as such services are defined under Section 28(e) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), a higher commission
than that which might have been charged by another broker-dealer for effecting
the
11
same transactions, if the Sub-Adviser determines in good faith that such
commission is reasonable in relation to the brokerage and research services
provided by the broker-dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser with respect to
the accounts as to which it exercises investment discretion (as such term is
defined under Section 3(a)(35) of the 1934 Act). In no instance will portfolio
securities be purchased from or sold to the Sub-Adviser, or any affiliated
person thereof, except in accordance with the federal securities laws and the
rule and regulations thereunder.
B. On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Portfolio, as well as
other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Adviser in the
manner the Sub-Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Portfolio and to its other clients.
C. In addition to the foregoing, the Sub-Adviser agrees
that orders with broker-dealers for the purchase or sale of portfolio securities
by the Portfolio shall be placed in accordance with the standards set forth in
the Advisory Agreement.
7. OWNERSHIP OF RECORDS.
Sub-Adviser shall maintain all books and records required to be
maintained by Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Portfolio.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Sub-Adviser hereby agrees (i) to preserve for the periods prescribed by Rule
31a-3 under the 1940 Act any records that it maintains for the Portfolio that
are required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to
provide the Portfolio with access to or copies of any records that it maintains
for the Portfolio upon reasonable request by the Portfolio.
8. REPORTS.
The Sub-Adviser shall furnish to the Board or the Investment Adviser,
or both, as appropriate, such information, reports, evaluations, analyses and
opinions as the Sub-Adviser and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
9. SERVICES TO OTHER CLIENTS.
Nothing contained in this Agreement shall limit or restrict (i) the
freedom of the Sub-Adviser, or any affiliated person thereof, to render
investment management and corporate administrative services to other investment
companies, to act as investment manager or investment counselor to other
persons, firms, or corporations, or to engage in any other business activities,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, who
may also be a director, officer, or employee of ATSF, to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar nature or a dissimilar
nature. Nothing in this Agreement shall impose upon Sub-Adviser any obligation
to purchase or sell or to recommend for purchase or sale, with respect to the
Portfolio, any securities which the Sub-Adviser, or its officers, directors,
employees or affiliates may purchase or sell for its or their own account(s) or
for the account of any other client. Sub-Adviser may give advice and take action
with respect to any of its other accounts or
12
for its own account which may differ from the timing or nature of action taken
by the Sub-Adviser with respect to the Portfolio.
10. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 6 of
this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
11. LIABILITY OF SUB-ADVISER. Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Adviser,
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. REPRESENTATIONS OF SUB-ADVISER.
The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this Agreement remains
in effect, any applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify the Investment Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from serving as an
investment adviser of an investment company pursuant to Section 9 (a) of the
1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has
not already done so, will provide the Investment Adviser and ATSF with a copy of
such code of ethics, together with evidence of its adoption.
C. The Sub-Adviser has provided the Investment Adviser and
ATSF with a copy of its Form ADV as most recently filed with the SEC and will,
promptly after filing any material amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Investment Adviser.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date of its execution
and continue in effect for two years from its effective date, and thereafter for
successive annual periods, provided that such
13
continuance is specifically approved at least annually (a) by the vote of the
Fund's outstanding voting securities (as defined in the 1940 Act) or by the ATSF
Board of Directors and (b) by the vote, cast in person at a meeting called for
the purpose, of a majority of the ATSF Directors who are not parties to this
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party. This Agreement may be terminated at any time, without payment of any
penalty, by (i) ATSF, or by a vote of the majority of the entire ATSF Board of
Directors, or per the terms of an exemptive order - Release No. 23379 - under
Section 6(c) of the Act from Section 15(a) and Rule 18f-2 under the Act, on at
least 60 days' written notice to the Sub-adviser or (ii) by the Sub-Adviser on
60 days' written notice to the Investment Adviser. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
address below:
If to ATSF:
AEGON/Transamerica Series Fund, Inc.
570 Carillon Parkway
St. Petersburg, FL 33716
Attn: John K. Carter
Telephone: (727) 299-1824
Fax: (727) 299-1641
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:
Templeton Investment Counsel, LLC
One Franklin Parkway
San Mateo, CA 94403-1906
Attn: General Counsel
Telephone: (650) 525-7331
Fax: (650) 312-2221
15. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio, or per the terms
of the exemptive order - Release No. 23379 - under Section 6(c) of the 1940 Act
from Section 15(a) and Rule 18f-2 under the 1940 Act, on at least 60 days' prior
written notice to the Sub-Adviser. This Agreement may also be terminated by the
Investment Adviser: (i) on at least 60 days' prior written notice to the
Sub-Adviser, without the payment of any penalty; or (ii)
14
if the Sub-Adviser becomes unable to discharge its duties and obligations under
this Agreement. In addition, the Sub-Adviser may terminate this Agreement at any
time, or preclude its renewal, without the payment of any penalty, on at least
60 days' prior notice to the Investment Adviser. This Agreement shall terminate
automatically in the event of its assignment or upon termination of the Advisory
Agreement.
16. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of a majority of the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
17. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Maryland without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of Maryland conflict with the applicable provisions
of the 1940 Act, the latter shall control.
B. Captions. The captions contained in this Agreement
are included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the
entire agreement and understanding of the parties hereto (except for the letter
agreement relating to the re-balancing of the Portfolio's assets and cash flows)
and shall supersede any prior agreements between the parties relating to the
subject matter hereof, and all such prior agreements shall be deemed terminated
upon the effectiveness of this Agreement.
D. Interpretation. Nothing herein contained shall be
deemed to require ATSF to take any action contrary to its Articles or By-Laws,
or any applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of ATSF.
E. Definitions. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations, or orders of the SEC validly issued pursuant to
the 1940 Act. As used in this Agreement, the terms "majority of the outstanding
voting securities," "affiliated person," "interested person," "assignment,"
"broker," "investment adviser," "net assets," "sale," "sell," and "security"
(unless otherwise defined herein) shall have the same meaning as such terms have
in the 1940 Act, subject to such exemption as may be granted by the SEC by any
rule, regulation, or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order, unless the Investment Adviser and the
Sub-Adviser agree to the contrary.
15
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
--------------------------- -------------------------------
Name: Name:
Title: Title:
ATTEST TEMPLETON INVESTMENT COUNSEL, LLC
By
- ------------------------------- ---------------------------------
Name: Name:
Title: Title:
16
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
- ----------------------------------------------- ---------------------------------- -------------------------------
TEMPLETON GREAT COMPANIES GLOBAL 0.31% of the first $500 April 30, 2006
million of the fund's average
daily net assets; 0.275% of
assets over $500 million up to
$1.5 billion; and 0.28% of
assets over $1.5 billion.*
- ----------------------------------------------- ---------------------------------- -------------------------------
* Templeton receives a portion of the sub-advisory fee based on the amount of
assets that it manages; it receives 0.40% of the fee for the first $500 million
of the fund's average daily net assets; 0.375% of the fee for assets over $500
million up to $1.5 billion; and 0.35% of the fee for assets over $1.5 billion
(for the portion of assets that it manages in those breakpoint ranges).
17
EXHIBIT B
SUB-ADVISORY AGREEMENT
BETWEEN
AEGON/TRANSAMERICA FUND ADVISERS, INC.
AND
GREAT COMPANIES, L.L.C.
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 Great
Companies, L.L.C. ("Sub-Adviser"), an Iowa limited liability company.
WHEREAS, the Investment Adviser has entered into an Investment Advisory
Agreement dated as of the 1st day of January, 1997, as amended ("Advisory
Agreement") with AEGON/Transamerica Series Fund, Inc. ("ATSF"), a Maryland
corporation which is engaged in business as an open-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act"), and
WHEREAS, ATSF is authorized to issue shares of Templeton Great
Companies Global (the "Portfolio"), a separate series of ATSF;
WHEREAS, the Sub-Adviser is engaged principally in the business of
rendering investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act");
and
WHEREAS, the Investment Adviser desires to retain the Sub-Adviser as
sub-adviser to furnish certain investment advisory services (in connection with
non-U.S. securities) to the Investment Adviser with respect to the Portfolio and
the Sub-Adviser is willing to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual promises
herein set forth, the parties hereto agree as follows:
1. APPOINTMENT.
Investment Adviser hereby appoints the Sub-Adviser as its investment
sub-adviser with respect to the Portfolio for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUB-ADVISER.
A. Investment Sub-Advisory Services. Subject to the
supervision of the ATSF Board of Directors ("Board") and the Investment Adviser,
the Sub-Adviser shall act as the investment sub-adviser and shall supervise and
direct the U.S. investments of the Portfolio in accordance with the Portfolio's
investment objective, policies, and restrictions as provided in the ATSF
Prospectus and Statement of Additional Information, as currently in effect and
as amended or supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as directed by the appropriate
officers of the Investment Adviser or ATSF by notice in writing to the
Sub-Adviser. The Sub-Adviser shall obtain and evaluate such information relating
to the economy, industries, businesses, securities markets, and securities as it
may deem necessary or useful in the discharge of its obligations hereunder and
shall formulate and implement a continuing program for the management of the
assets of the Portfolio
18
in a manner consistent with the Portfolio's investment objective, policies, and
restrictions. In furtherance of this duty, the Sub-Adviser, on behalf of the
Portfolio, is authorized, in its discretion and without prior consultation with
the Portfolio or the Investment Adviser, to:
(1) buy, sell, exchange, convert, lend, and otherwise
trade in any stocks, bonds and other securities or
assets; and
(3) place orders and negotiate the commissions (if any)
for the execution of transactions in securities or
other assets with or through such brokers, dealers,
underwriters or issuers as the Sub-Adviser may
select.
B. Additional Duties of Sub-Adviser. In
addition to the above, Sub-Adviser shall:
(1) furnish continuous investment information, advice and
recommendations to ATSF as to the acquisition, holding or
disposition of any or all of the securities or other assets
which the Portfolio may own or contemplate acquiring from time
to time;
(2) cause its officers to attend meetings, either in person or
via teleconference, of ATSF and furnish oral or written
reports, as ATSF may reasonably require, in order to keep ATSF
and its officers and Board fully informed as to the condition
of the investment securities of the Portfolio, the investment
recommendations of the Sub-Adviser, and the investment
considerations which have given rise to those recommendations;
and
(3) furnish such statistical and analytical information and
reports as may reasonably be required by ATSF from time to
time.
C. Further Duties of Sub-Adviser. In all matters
relating to the performance of this Agreement, the Sub-Adviser shall act in
conformity with the ATSF Articles of Incorporation and By-Laws, as each may be
amended or supplemented, and currently effective Registration Statement (as
defined below) and with the written instructions and directions of the Board and
the Investment Adviser, and shall comply with the requirements of the 1940 Act,
the Advisers Act, the rules thereunder, and all other applicable federal and
state laws and regulations.
D. Custody. Sub-Adviser shall have no responsibility
with respect to maintaining custody of the Portfolio's assets. Sub-Adviser shall
affirm security transactions with central depositories and advise the custodian
of the Portfolio ("Custodian") or such depositories or agents as may be
designated by Custodian and Investment Adviser promptly of each purchase and
sale of a portfolio security, specifying the name of the issuer, the description
and amount or number of shares of the security purchased, the market price, the
commission and gross or net price, the trade date and settlement date and the
identity of the effecting broker or dealer. Sub-Adviser shall from time to time
provide Custodian and Investment Adviser with evidence of authority of its
personnel who are authorized to give instructions to Custodian. The Portfolio
shall instruct the Custodian to provide the Sub-Adviser with such information as
the Sub-Adviser may reasonably request relating to daily cash levels held by the
Portfolio.
E. Proxy Voting. Unless Investment Adviser advises
Sub-Adviser in writing that the right to vote proxies has been expressly
reserved to Investment Adviser or the Portfolio or otherwise delegated to
another party, Sub-Adviser shall exercise voting rights incident to such
securities under Sub-Adviser's supervision held in the Portfolio without
consultation with Investment Adviser or Portfolio, provided that Sub-Adviser
will follow any written instructions received from Investment Adviser or
Portfolio with respect to voting as to particular issues. Sub-Adviser shall
further respond to all corporate action matters incident to such securities held
in the Portfolio including, without limitation, proofs of
19
claim in bankruptcy and class action cases and shelf registrations. Should
Sub-Adviser undertake litigation against an issuer on behalf of accounts which
it manages that are shareholders of such issuer, Portfolio agrees, that in the
event the Portfolio is also a shareholder of such issuer, to pay its
proportionate share of any applicable legal fees associated with the action or
to forfeit any claim to any assets Sub-Adviser may recover and, in such case,
agrees to hold Sub-Adviser harmless for excluding the Portfolio from such
action. In the case of class action suits involving issuers held by the
Portfolio, Sub-Adviser may include information about the Portfolio for purposes
of participating in any settlements.
3. COMPENSATION.
For the services provided by the Sub-Adviser pursuant to this
Agreement, the Sub-Adviser shall receive monthly an investment management fee as
specified in Schedule A of this Agreement. If this Agreement becomes effective
or terminates before the end of any month, the investment management fee for the
period from the effective date to the end of such month or from the beginning of
such month to the date of termination, as the case may be, shall be pro-rated
according to the pro-ration which such period bears to the full month in which
such effectiveness or termination occurs.
4. EXPENSES.
During the term of this Agreement, Sub-Adviser will bear all expenses
incurred by it in the performance of its duties hereunder, other than those
expenses specifically borne by the Portfolio or assumed by the Investment
Adviser pursuant to the Advisory Agreement. The Portfolio and the Investment
Adviser shall bear their own expenses, including but not limited to those
expenses allocated to the Portfolio or the Investment Adviser in the Advisory
Agreement, all proxy voting expenses and brokers' and underwriting commissions
chargeable to the Portfolio in connection with the securities transactions to
which the Portfolio is a party.
5. DUTIES OF THE INVESTMENT ADVISER.
A. The Investment Adviser shall continue to have
responsibility for all services to be provided to the Portfolio pursuant to the
Advisory Agreement and shall oversee and review the Sub-Adviser's performance of
its duties under this Agreement. Notwithstanding the Advisory Agreement, the
Sub-Adviser has the authority to buy, sell, exchange, convert, lend, and
otherwise trade in any stocks, bonds and other securities or assets on behalf of
the Portfolio.
B. The Investment Adviser has furnished the Sub-Adviser
with copies of each of the following documents and will furnish to the
Sub-Adviser at its principal office all future amendments and supplements to
such documents, if any, as soon as practicable after such documents become
available:
(1) The ATSF Articles of Incorporation, as filed with the
State of Maryland, as in effect on the date hereof and as
amended from time to time ("Articles");
(2) The By-Laws of ATSF as in effect on the date hereof and as
amended from time to time ("By-Laws");
(3) Certified resolutions of the Board of ATSF authorizing the
appointment of the Investment Adviser and the Sub-Adviser and
approving the form of the Advisory Agreement and this
Agreement;
(4) The ATSF Registration Statement under the 1940 Act and the
Securities Act of 1933, as amended, on Form N-1A, as filed
with the Securities and Exchange Commission
20
("SEC") relating to the Portfolio and its shares and all
amendments thereto ("Registration Statement");
(5) The ATSF Prospectus (as defined above); and
(6) A certified copy of any publicly available financial
statement or report prepared for ATSF by certified or
independent public accountants, and copies of any financial
statements or reports made by the Portfolio to its
shareholders or to any governmental body or securities
exchange.
The Investment Adviser shall furnish the Sub-Adviser with any further
documents, materials or information that the Sub-Adviser may reasonably request
to enable it to perform its duties pursuant to this Agreement.
Notwithstanding the above, the Sub-Adviser shall not be responsible for
performing in accordance with any of the above-mentioned documents and notices
unless Sub-Adviser has received such document or notice.
C. The Sub-Adviser hereby gives the Portfolio, for the
term of this Agreement, a royalty free, nonexclusive, nontransferable right to
use the name "Templeton" (hereinafter referred to as the "Mark") in the United
States as part of the name of the Portfolio, provided such name is approved by
Sub-Adviser in writing. Such right does not include the right to allow third
parties to use the Mark except as specifically provided in this Agreement.
Neither the Portfolio nor the Investment Adviser shall retain any right to use
of the Mark after the termination of this Agreement. Upon termination of this
Agreement, the Portfolio will immediately terminate all use of the Mark and
destroy any remaining unused sales documentation, promotional, marketing,
advertising or other written printed or electronic material or performance
information that contains the Mark. The Portfolio agrees to use its best efforts
to ensure that the nature and quality of the services rendered in connection
with the Mark shall conform to the terms of this Agreement and any amendments
thereto.
D. During the term of this Agreement, the Investment
Adviser shall furnish to the Sub-Adviser at its principal office all
prospectuses, proxy statements, reports to shareholders, sales documentation,
promotional, marketing, advertising and other written, printed or electronic
material or performance information or data prepared for distribution to
shareholders of the Portfolio or the public, which include the Mark or refer to
the Portfolio, the Sub-Adviser or investment companies or other advisory
accounts advised or sponsored by the Sub-Adviser in any way, prior to the use
thereof. Investment Adviser shall not use any such materials which include the
Mark without the Sub-Adviser's prior written approval; and Investment Adviser
shall not use any such materials which do not include the Mark if the
Sub-Adviser reasonably objects in writing within fifteen (15) business days (or
such other time as may be mutually agreed upon) after Sub-Adviser's receipt
thereof.
6. BROKERAGE.
A. The Sub-Adviser agrees that, in placing orders with
broker-dealers for the purchase or sale of portfolio securities, it shall
attempt to obtain quality execution at favorable security prices (best price and
execution); provided that, on behalf of the Portfolio, the Sub-Adviser may, in
its discretion, agree to pay a broker-dealer that furnishes brokerage or
research services as such services are defined under Section 28(e) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), a higher commission
than that which might have been charged by another broker-dealer for effecting
the same transactions, if the Sub-Adviser determines in good faith that such
commission is reasonable in relation to the brokerage and research services
provided by the broker-dealer, viewed in terms of either that
21
particular transaction or the overall responsibilities of the Sub-Adviser with
respect to the accounts as to which it exercises investment discretion (as such
term is defined under Section 3(a)(35) of the 1934 Act). In no instance will
portfolio securities be purchased from or sold to the Sub-Adviser, or any
affiliated person thereof, except in accordance with the federal securities laws
and the rule and regulations thereunder.
B. On occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of the Portfolio, as well as
other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be purchased or sold to attempt to obtain a more
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Sub-Adviser in the
manner the Sub-Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Portfolio and to its other clients.
C. In addition to the foregoing, the Sub-Adviser agrees
that orders with broker-dealers for the purchase or sale of portfolio securities
by the Portfolio shall be placed in accordance with the standards set forth in
the Advisory Agreement.
7. OWNERSHIP OF RECORDS.
Sub-Adviser shall maintain all books and records required to be
maintained by Sub-Adviser pursuant to the 1940 Act and the rules and regulations
promulgated thereunder with respect to transactions on behalf of the Portfolio.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
Sub-Adviser hereby agrees (i) to preserve for the periods prescribed by Rule
31a-3 under the 1940 Act any records that it maintains for the Portfolio that
are required to be maintained by Rule 31a-1 under the 1940 Act, and (ii) to
provide the Portfolio with access to or copies of any records that it maintains
for the Portfolio upon reasonable request by the Portfolio.
8. REPORTS.
The Sub-Adviser shall furnish to the Board or the Investment Adviser,
or both, as appropriate, such information, reports, evaluations, analyses and
opinions as the Sub-Adviser and the Board or the Investment Adviser, as
appropriate, may mutually agree upon from time to time.
9. SERVICES TO OTHER CLIENTS.
Nothing contained in this Agreement shall limit or restrict (i) the
freedom of the Sub-Adviser, or any affiliated person thereof, to render
investment management and corporate administrative services to other investment
companies, to act as investment manager or investment counselor to other
persons, firms, or corporations, or to engage in any other business activities,
or (ii) the right of any director, officer, or employee of the Sub-Adviser, who
may also be a director, officer, or employee of ATSF, to engage in any other
business or to devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar nature or a dissimilar
nature. Nothing in this Agreement shall impose upon Sub-Adviser any obligation
to purchase or sell or to recommend for purchase or sale, with respect to the
Portfolio, any securities which the Sub-Adviser, or its officers, directors,
employees or affiliates may purchase or sell for its or their own account(s) or
for the account of any other client. Sub-Adviser may give advice and take action
with respect to any of its other accounts or for its own account which may
differ from the timing or nature of action taken by the Sub-Adviser with respect
to the Portfolio.
22
10. SUB-ADVISER'S USE OF THE SERVICES OF OTHERS.
The Sub-Adviser may (at its cost except as contemplated by Section 6 of
this Agreement) employ, retain, or otherwise avail itself of the services or
facilities of other persons or organizations for the purpose of obtaining such
statistical and other factual information, such advice regarding economic
factors and trends, such advice as to occasional transactions in specific
securities, or such other information, advice, or assistance as the Sub-Adviser
may deem necessary, appropriate, or convenient for the discharge of its
obligations hereunder or otherwise helpful to the Sub-Adviser, as appropriate,
or in the discharge of Sub-Adviser's overall responsibilities with respect to
the other accounts that it serves as investment manager or counselor, provided
that the Sub-Adviser shall at all times retain responsibility for making
investment recommendations with respect to the Portfolio.
11. LIABILITY OF SUB-ADVISER. Sub-Adviser may rely on information
reasonably believed by it to be accurate and reliable. Except as may otherwise
be provided by the 1940 Act, neither Sub-Adviser nor its officers, directors,
employees or agents shall be subject to any liability to the Investment Adviser,
the Portfolio or any shareholder of the Portfolio for any error of judgment,
mistake of law or any loss arising out of any investment or other act or
omission in the course of, connected with or arising out of any service to be
rendered hereunder, except by reason of willful misfeasance, bad faith or gross
negligence in its performance of its duties or by reason of reckless disregard
of its obligations and duties under this Agreement.
12. REPRESENTATIONS OF SUB-ADVISER.
The Sub-Adviser represents, warrants, and agrees as follows:
A. The Sub-Adviser: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so registered for so long
as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this Agreement remains
in effect, any applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify the Investment Adviser of the
occurrence of any event that would disqualify the Sub-Adviser from serving as an
investment adviser of an investment company pursuant to Section 9 (a) of the
1940 Act or otherwise.
B. The Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and, if it has
not already done so, will provide the Investment Adviser and ATSF with a copy of
such code of ethics, together with evidence of its adoption.
C. The Sub-Adviser has provided the Investment Adviser
and ATSF with a copy of its Form ADV as most recently filed with the SEC and
will, promptly after filing any material amendment to its Form ADV with the SEC,
furnish a copy of such amendment to the Investment Adviser.
13. TERM OF AGREEMENT.
This Agreement shall become effective as of the date of its execution
and continue in effect for two years from its effective date, and thereafter for
successive annual periods, provided that such continuance is specifically
approved at least annually (a) by the vote of the Fund's outstanding voting
securities (as defined in the 1940 Act) or by the ATSF Board of Directors and
(b) by the vote, cast in person at a meeting called for the purpose, of a
majority of the ATSF Directors who are not parties to this
23
Agreement or "interested persons" (as defined in the 1940 Act) of any such
party. This Agreement may be terminated at any time, without payment of any
penalty, by (i) ATSF, or by a vote of the majority of the entire ATSF Board of
Directors, or per the terms of an exemptive order - Release No. 23379 - under
Section 6(c) of the Act from Section 15(a) and Rule 18f-2 under the Act, on at
least 60 days' written notice to the Sub-adviser or (ii) by the Sub-Adviser on
60 days' written notice to the Investment Adviser. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
14. NOTICES.
Any notice shall be sufficiently given when sent by certified U.S.
mail, national expenses deliver service, or facsimile to the parties at the
address below:
If to ATSF:
AEGON/Transamerica Series Fund, Inc.
570 Carillon Parkway
St. Petersburg, FL 33716
Attn: John K. Carter
Telephone: (727) 299-1824
Fax: (727) 299-1641
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:
Great Companies, L.L.C.
635 Court Street, Suite 100
Clearwater, Florida 33756
Telephone:727-953-1700 or 800-538-5111
Fax 727-953-1714 or 800-572-0150
15. TERMINATION OF AGREEMENT.
Notwithstanding the foregoing, this Agreement may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Portfolio, or per the terms
of the exemptive order - Release No. 23379 - under Section 6(c) of the 1940 Act
from Section 15(a) and Rule 18f-2 under the 1940 Act, on at least 60 days' prior
written notice to the Sub-Adviser. This Agreement may also be terminated by the
Investment Adviser: (i) on at least 60 days' prior written notice to the
Sub-Adviser, without the payment of any penalty; or (ii) if the Sub-Adviser
becomes unable to discharge its duties and obligations under this Agreement. In
addition, the Sub-Adviser may terminate this Agreement at any time, or preclude
its renewal, without the payment of any penalty, on at least 60 days' prior
notice to the Investment Adviser. This Agreement shall terminate automatically
in the event of its assignment or upon termination of the Advisory Agreement.
24
16. AMENDMENT OF AGREEMENT.
No provision of this Agreement may be changed, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge, or termination is
sought, and no amendment of this Agreement shall be effective until approved by
vote of a majority of the Portfolio's outstanding voting securities, unless
otherwise permitted in accordance with the 1940 Act.
17. MISCELLANEOUS.
A. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Maryland without giving effect to the
conflicts of laws principles thereof, and the 1940 Act. To the extent that the
applicable laws of the State of Maryland conflict with the applicable provisions
of the 1940 Act, the latter shall control.
B. Captions. The captions contained in this Agreement
are included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or effect.
C. Entire Agreement. This Agreement represents the
entire agreement and understanding of the parties hereto (except for the letter
agreement relating to the re-balancing of the Portfolio's assets and cash flows)
and shall supersede any prior agreements between the parties relating to the
subject matter hereof, and all such prior agreements shall be deemed terminated
upon the effectiveness of this Agreement.
D. Interpretation. Nothing herein contained shall be
deemed to require ATSF to take any action contrary to its Articles or By-Laws,
or any applicable statutory or regulatory requirement to which it is subject or
by which it is bound, or to relieve or deprive the Board of its responsibility
for and control of the conduct of the affairs of ATSF.
E. Definitions. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations, or orders of the SEC validly issued pursuant to
the 1940 Act. As used in this Agreement, the terms "majority of the outstanding
voting securities," "affiliated person," "interested person," "assignment,"
"broker," "investment adviser," "net assets," "sale," "sell," and "security"
(unless otherwise defined herein) shall have the same meaning as such terms have
in the 1940 Act, subject to such exemption as may be granted by the SEC by any
rule, regulation, or order. Where the effect of a requirement of the federal
securities laws reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, or order of the SEC, whether of special or
general application, such provision shall be deemed to incorporate the effect of
such rule, regulation, or order, unless the Investment Adviser and the
Sub-Adviser agree to the contrary.
25
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their duly authorized signatories as of the date and year first
above written.
ATTEST: AEGON/TRANSAMERICA FUND ADVISERS, INC.
By: By:
--------------------------- ---------------------------
Name: Name:
Title: Title:
ATTEST Great Companies, L.L.C.
By
- ------------------------------- -----------------------------
Name: Name:
Title: Title:
26
SUB-ADVISORY AGREEMENT
SCHEDULE A
PORTFOLIO SUB-ADVISER COMPENSATION TERMINATION DATE
- ---------------------------------------- ---------------------------------- -------------------------------
TEMPLETON GREAT COMPANIES GLOBAL 0.31% of the first $500 April 30, 2006
million of the fund's average
daily net assets; 0.275% of
assets over $500 million up to
$1.5 billion; and 0.28% of
assets over $1.5 billion.*
- ---------------------------------------- ---------------------------------- -------------------------------
*Great Companies will receive a portion of the sub-advisory fee based on the
amount of assets that it manages; it receives 0.40% of the fee for the
difference between the amount of assets it manages and those that Templeton
manages for the first $500 million of the fund's average daily net assets;
0.375% of the fee for assets over $500 million up to $1.5 billion; and 0.35%
of the fee for assets over $1.5 billion (for the portion of assets that it
manages in those breakpoint ranges).
A-1
EXHIBIT C
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
and Chief Executive Officer Officer, Transamerica IDEX Mutual Funds
(TA IDEX), AEGON/Transamerica Series
Fund, Inc. (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);
Chief Executive Officer, Transamerica
Investors, Inc. (TII);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
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, Sr. Vice General Counsel, Sr. Vice President &
President and Secretary Secretary, TA IDEX, ATSF & TIS; 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, TII; Vice President & Counsel
(March 1997-May, 1999),
Salomon Smith Barney
- ------------------------------------- ------------------------------------------
Kim D. Day, Sr. Vice President and Vice President, Treasurer & Principal
Treasurer Financial Officer, TA IDEX, ATSF & TIS;
Vice 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 TEMPLETON AND GREAT COMPANIES
NAME POSITIONS/OFFICES HELD WITH TEMPLETON
- --------------------------------- ------------------------------------------------------
Donald F. Reed Chief Executive Officer
- --------------------------------- ------------------------------------------------------
Gary P. Motyl President
- --------------------------------- ------------------------------------------------------
Martin L. Flanagan Executive Vice President and Chief Operating Officer
- --------------------------------- ------------------------------------------------------
Gregory E. McGowan Executive Vice President and Secretary
- --------------------------------- ------------------------------------------------------
Michael J. Corcoran Vice President and Controller
- --------------------------------- ------------------------------------------------------
The principal business address for the above individuals is: 500 E. Broward
Blvd., Suite 2100, Fort Lauderdale, FL 33394
NAME POSITIONS/OFFICES HELD WITH GREAT COMPANIES
- --------------------------------- --------------------------------------------
John R. Kenney Chairman, Co-CEO, Member and Manager
- --------------------------------- --------------------------------------------
James H. Huguet Co-CEO, Member, Manager and CIO
- --------------------------------- --------------------------------------------
Jerome C Vahl Manager
- --------------------------------- --------------------------------------------
John C. Riazzi Manager
- --------------------------------- --------------------------------------------
Raymond V. Ferrara Manager
_________________________________ ____________________________________________
The principal business address for the above individuals is 635 Court Street,
Suite 100, Clearwater, FL 33756
No officer or Director of ATSF is an officer, employee, director or shareholder
of Templeton or Great Companies. No officer or Director of ATSF owns securities
or has any other material direct or indirect interest in Templeton or Great
Companies.
B-2
EXHIBIT D
The following table sets forth certain information regarding registered
investment companies with similar investment objectives to these contemplated
for the fund that are advised or sub-advised by Great Companies.
NAME OF FUND WITH SIMILAR INVESTMENT NET ASSETS AS OF ANNUAL MANAGEMENT FEE RATE
OBJECTIVE DECEMBER 31, 2003
____________________________________________ _________________________________ _______________________________________
Imaxx Global Companies Fund (Canada) $1,315,495 0.50% of the first $50 million
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 Templeton.
NAME OF FUND WITH SIMILAR INVESTMENT NET ASSETS AS OF ANNUAL MANAGEMENT FEE RATE
OBJECTIVE DECEMBER 31, 2003
- -------------------------------------------- --------------------------------- --------------------------------------
Templeton Institutional Funds, Inc. --
Foreign Equity Series $4,633.7 0.62%
- --------------------------------------------- --------------------------------- --------------------------------------
Franklin Templeton Variable Insurance
Products Trust -- Templeton Foreign
Securities Fund $1,125.6 0.59%
- --------------------------------------------- --------------------------------- --------------------------------------
Maxim Series Fund, Inc. -- Maxim Templeton
International Equity Portfolio $ 245.2 0.50%
- --------------------------------------------- --------------------------------- --------------------------------------
Manufacturers Investment Trust --
International Value Trust $ 407.3 0.47%
- --------------------------------------------- --------------------------------- --------------------------------------
American AAdvantage International Equity
Fund $ 461.9 0.28%
- --------------------------------------------- --------------------------------- --------------------------------------
Northwestern Mutual Series Fund, Inc. --
International Equity Portfolio $ 795.8 0.37%
- --------------------------------------------- --------------------------------- --------------------------------------
Mason Street Funds, Inc. -- International
Equity Fund $ 169.3 0.78%
- --------------------------------------------- --------------------------------- --------------------------------------
SunAmerica Series Trust -- International
Value Portfolio $ 85.5 0.63%
- --------------------------------------------- --------------------------------- --------------------------------------
Security Equity Fund -- International Series $ 8.2 0.63%
- --------------------------------------------- --------------------------------- --------------------------------------
IDEX Transamerica Mutual Funds -- TA IDEX
Templeton Great Companies Global $ 21.8 0.63%
- --------------------------------------------- --------------------------------- --------------------------------------
C-1
[PRELIMINARY PROXY - FOR SEC USE ONLY]
TEMPLETON GREAT COMPANIES GLOBAL
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 12:00 p.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. To approve new investment sub-advisory agreements between
AEGON/Transamerica Fund Advisers, Inc., and Templeton Investment
Counsel, LLC and Great Companies, L.L.C. 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.